Request For Proposals - NRCMA Silver Line... · 2018. 9. 21. · WASHINGTON METROPOLITAN AREA...

WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY SUPPLY AND SERVICE CONTRACT RFP CQ19017

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WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY

Request For Proposals

CQ19017

Silver Line

Operations & Maintenance

Services

Date Issued: 09/18/2018

Response Due Date: 01/15/2019

WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY

https://focalpoint.pillsburylaw.com/extranets/WMATA/

mailto:[email protected]


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RFP: CQ19017 SILVER LINE OPERATIONS AND MAINTENANCE

CONTRACT ADMINISTRATOR: Wondem Asres

[email protected]

202-962-1806

RESPONSE COVER PAGE AND CHECKLIST

Offerors must complete and submit this form as the cover page to its proposal. Offerors must respond to

all questions and include all required forms and attachments.

CHECKLIST:

Executive Summary Pre-Award Data

Proposal Solution, Qualifications & Experience Insurance Certificates and Endorsements

Acknowledgement of Addenda Representations and Certifications

CDRLs 001 through [XXX] (per Schedule) Cost Proposal

Signed Solicitation, Offer & Award (Price Schedule) Past Performance - References

SUBMITTALS: Please complete, sign and submit the following:

Receipt Confirmation (please return within five (5) business days of receipt of RFP)

Letter of Intent / No Intent to Bid

Proposal – Technical and Pricing

CDRL Plans & Reports (See Schedule)

Solicitation, Offer and Award

Signed Price Schedule

Representation and Certifications

Signed Acknowledgment of Addenda/Amendments

Pre-Award Data

Risk/Insurance Certifications

Reference Forms

Question Form, if applicable

By signing below, Offeror acknowledges that (1) it has carefully examined the entire RFP and

understands all instructions, requirements, specifications, terms and conditions; (2) all

information submitted in response to the RFP is current, accurate and complete.

_______________________________ ______________________________________

Date Company Name

_____________________________________ ______________________________________

Authorized Company Representative (Printed) Authorized Company Representative (Signature)

_____________________________________ ______________________________________

Email Address Telephone


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WMATA SILVER LINE RFP

WMATA SILVER LINE RFP TABLE OF CONTENTS

WMATA SILVER LINE RFP INSTRUCTIONS ..................................................... 6

SCHEDULE A – TERMS AND CONDITIONS .................................................... 55

SCHEDULE B – SILVER LINE MOBILIZATION & START-UP SERVICES ...... 136

SCHEDULE C – SILVER LINE OPERATIONS & MAINTENANCE SERVICES 152

SCHEDULE D – PERFORMANCE STANDARDS TERMS & KPIS .................. 178

SCHEDULE E – SILVER LINE MOBILIZATION & START-UP PRICING INSTRUCTIONS & PRICING TEMPLATE (INCLUDING RAIL OPERATIONS OPTION) ......................................................................................................... 190

SCHEDULE F – SILVER LINE MOBILIZATION & START-UP PRICING INSTRUCTIONS & PRICING TEMPLATE (EXCLUDING RAIL OPERATIONS OPTION) ......................................................................................................... 192

SCHEDULE G – SILVER LINE OPERATIONS AND MAINTENANCE PRICING INSTRUCTIONS & PRICING TEMPLATE (INCLUDING RAIL OPTION) ......... 194

SCHEDULE H – SILVER LINE OPERATIONS AND MAINTENANCE PRICING INSTRUCTIONS & PRICING TEMPLATE (EXCLUDING RAIL OPTION) ........ 202

SCHEDULE I – SILVER LINE RAIL OPERATIONS OPTION INSTRUCTIONS & PRICING TEMPLATE (RAIL OPTION ONLY) .............................................. 207


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WMATA SILVER LINE RFP INSTRUCTIONS

1.1 OVERVIEW

Introduction

The Washington Metropolitan Area Transit Authority (“WMATA”) is pleased to invite you to participate as an offeror in this RFP process. As further described in this RFP, WMATA is soliciting proposals for the multi-year maintenance and station operation of the Silver Line Extension (SLE), with the option to extend the scope of the contract to include the rail operation of the entire Silver Line Service, from qualified firms that have the experience, capabilities and capacity to satisfy WMATA’s objectives and requirements. This RFP provides descriptive information about WMATA and the services it desires, and instructions for recipients’ preparation and submission of proposals to provide the services.

We thank you in advance for your participation and hard work throughout this RFP process. To be in a competitive position, you will need to follow these instructions closely and in good faith. You will submit your proposal in two separate parts. One part shall be your technical proposal (which includes all required responses set forth in this RFP other than price) and one part shall be your price proposal. Your technical proposal must not discuss price.

Please read the submission requirements carefully. You should contact the RFP Primary Contact identified in Section 1.15.1 below if you have any questions concerning these instructions.

Certain Defined Terms

See Section 1.31 (Glossary of Defined Terms) for defined terms used in this RFP (including the attached Statements of Work). These defined terms are important and form part of this RFP. It is recommended that the Contractor review these terms in conjunction with review of this RFP and in preparation of its proposal.

WMATA at a Glance

WMATA was created by an interstate compact in 1967 to plan, develop, build, finance, and operate a balanced regional transportation system in the national capital area. WMATA began building its rail system in 1969, acquired four regional bus systems in 1973, and began operating the first phase of Metrorail in 1976. Metrorail, MetroAccess and Metrobus serve a population of approximately 4 million within a 1,500-square mile jurisdiction. Currently, Metrorail operations include 233 miles of revenue track, 9 major yards, 100 miles of tunnels, 91 stations, and 1,242 railcars and serves the national capital area seven days a week. Additional

information about WMATA is available at https://www.wmata.com/.


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High-Level Overview of Scope of Services

As further described in the Statements of Work, WMATA desires to partner with a private entity to safely and efficiently:

Clean, inspect and perform all necessary Corrective, Preventive and Program maintenance pertaining to the 230 6000-series cars and 7000-series railcars assigned to the Silver Line Service;

Maintain and inspect the SLE infrastructure, including the fixed aerial guideway, track structure, Automatic Train Control (ATC) system, power distribution system, stations and yard facilities located on the SLE;

Operate and maintain the Dulles Yard;

Operate and maintain the stations located on the SLE;

Provide all administrative functions necessary to support maintenance and operation of the SLE and the Silver Line Service, including:

Purchase and logistics for all materials and supplies required to maintain the SLE infrastructure and the railcars used in the Silver Line Service. Parts and materials purchased must either be previously approved by WMATA’s Engineering Department or submitted to WMATA’s Engineering Department for approval;

Human resources and training;

Engineering;

Legal;

Provide all non-revenue vehicles, whether on-track or off-track, required to operate and maintain Silver Line Service and/or the SLE;

Adopt WMATA’s System Safety Program Plan (SSPP) and System Emergency Preparedness Plan (SEPP) and produce their own SEPP that is acceptable to WMATA;

Develop and implement an Environmental Management Program;

Operate bridge bus services, and;

Comply with all applicable Federal, State and local laws and regulations. A compilation of statutes and regulations with which WMATA currently complies is included in the Data Room. However, the Contractor’s responsibilities include conducting its own legal diligence to identify the statutes and regulations with which it will be required to comply, both at the inception and throughout the life of the contract.


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The option to extend the scope of the contract to include the rail operation of all Silver Line trains between Ashburn and Largo Town Center according to the schedule established, and periodically revised, by WMATA;

The required Services are broken into two separate attached Statements of Work:

o Schedule B: Silver Line Mobilization & Start-Up Services; and

o Schedule C: Silver Line Maintenance & Operations Services.

WMATA’s Overarching Business Objectives for the Services

WMATA’s business objectives include:

Provision of safe, clean, reliable, customer-oriented, accessible and professional public transportation services;

Achieve savings in the cost to operate the Silver Line Service and to operate and maintain the SLE; and

Draw upon the national and, in some case, global experience of transit operators to:

Improve the experience and satisfaction of customers using the Silver Line Service;

Support ridership growth on the Silver Line and, in particular, the SLE;

Identify methods and procedures to improve the efficiency of operations and maintenance on the Silver Line Service that have the potential to be migrated to the remainder of WMATA’s operations.

As further detailed in this RFP:

Except for specific retained functions as specified in the Statements of Work, the Contractor must furnish all resources (including personnel, equipment, support vehicles, supplies, back-office functions, etc.) required to provide the Services specified by this RFP and/or the final Contract with WMATA;

The Contractor will perform the Services in compliance with applicable laws, designated standards, and equipment manufacturer specifications and standards, to ensure the Services operate according to the schedules established by WMATA and all equipment and facilities remain in a State of Good Repair. Maintenance plans shall be based on reliability-centered maintenance principles;


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The Contractor shall supply a workforce that is appropriately trained, experienced and in sufficient numbers to provide the Services consistent with the requirements of this RFP;

WMATA seeks to enhance the value it derives from this engagement by using the Silver Line Extension as a platform to demonstrate improve practices that might be adopted by WMATA in its other operations;

The Services provided must at all times meet or exceed the designated Key Performance Indicators (KPIs) provided herein in Schedule D; and

The Contractor shall not represent WMATA directly or indirectly, or state that it is authorized to represent WMATA, before any federal, state or local government or agency, businesses, or community or other organizations.

1.2 RFP Structure

The remainder of this RFP is structured as follows:

Section 2 contains a description of WMATA’s current state (As-Is) operations relevant to the Services;

Section 3 contains a description of WMATA’s vision for the future state (To-Be) operations relevant to the Services – i.e., WMATA’s high-level statement of what it is seeking from Contractor;

Section 4 contains information on the desired form and substance of Contractor Proposals;

Section 5 contains a description of the Proposal process and instructions;

Section 6 contains a list of the Schedules and Exhibits to this RFP (some of which are located on WMATA’s data room), which provide information intended to inform Contractors’ understanding of the scope and nature of the Services desired by WMATA; and

Section 7 contains a glossary of terms used in this RFP.

1.3 CURRENT STATE (AS-IS) OPERATIONS

WMATA’s Sponsors

WMATA’s Chief Operating Officer is the primary executive sponsor for this Service. The Departments reporting to the Chief Operating Officer primarily involved in this initiative include RAIL and Support Services (SSRV).

RAIL is led by an assistant general manager, and includes:

o Rail Transportation (RTRA)


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Rail Station and Train Operations (RSTO)

Rail Operations Control Center (ROCC)

o Chief Mechanical Officer (CMOR)

Car Maintenance (CMNT)

Chief Engineer Vehicles (CENV)

o Maintenance of Way Engineering (MOWE)

o ATC Maintenance (ATCM)

o Track and Structures (TRST)

o Material & Inventory Planning (MIPN)

o Traction Power Maintenance (TRPM), and

o Reliability Centered Maintenance Planning (RCMP).

Support Services (SSRV) is led by a managing director and includes:

o Elevators Escalators (ELES)

o Plant Maintenance (PLNT)

o System Maintenance (SMNT), and

o Supply Chain Enterprise Services (SCES).

As further described in Section 1.3.5 (Service Management), the Contractor will also interface with other WMATA designated departments.

Description of the Silver Line Service

The Silver Line is one of six rail lines operated by WMATA. Silver Line Service trains currently operate between Largo Town Center in Prince Georges County on the east and Wiehle-Reston East in Fairfax County on the west. Upon completion of the SLE Phase 2 Silver Line Service trains will continue to Ashburn in Loudoun County on the west (see additional information regarding the Silver Line Extension in Section 1.3.3 below). Silver Line Service trains currently serve 28 stations, including:

Five stations on the SLE from McLean to Wiehle-Reston East (generally referred to as “SLE Phase 1 Silver Line Service”).

Twenty-three stations between East Falls Church and Largo Town Center.


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Upon completion of the SLE Phase 2, Silver Line trains will serve six additional stations between Reston Town Center and Ashburn.

Between East Falls Church and Rosslyn Silver Line Service trains operate as part of a coordinated service with Orange Line trains. Between Rosslyn and Stadium Armory Silver Line Service trains operate as part of a coordinated service with Blue and Orange Line trains. Between Stadium Armory and Largo Town Center Silver Line Service trains operate as part of a coordinated service with Blue Line trains.

A map of the current WMATA train services is set forth below:

Description of the Silver Line Extension (SLE)

The Silver Line Extension (SLE) is a double-track, electrified heavy rail line extending 23.1 route miles from KN Junction, which is located between the East Falls Church and West Falls Church stations on the Orange Line, to Ashburn Station, which is in the median of the Dulles Greenway near the intersection with


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Route 772 in Loudoun County, Virginia. When complete, the line will serve 11 stations, including a station at Washington Dulles International Airport. Much of the line is constructed in the median of limited access highways. The line includes two tunnels that total 5,400 feet in length.

The SLE is being constructed in two phases. Phase 1, which was placed in service on July 26, 2014, includes 11.7 route miles of track and serves five stations. These

include McLean, Tysons Corner, Greensboro, Spring Hill and Wiehle-Reston East. Phase 1 serves the Tysons area, which is Virginia’s largest employment center and the location of two large shopping malls, and the planned community of Reston. Phase 2, which is expected to open during 2020, includes 11.4 route miles of track and will serve six new stations. These include Reston Town Center, Herndon, Innovation Center, Dulles International Airport, Loudoun Gateway and Ashburn.

The SLE will include a yard near Washington Dulles International Airport (the Dulles Yard) with initial capacity to store 184 railcars with space to expand to 228 railcars. The Dulles Yard also includes a Service and Inspection Facility for maintenance of railcars, a railcar wash facility, a facility for maintaining Maintenance of Way equipment, a warehouse, a transportation building and a vehicle storage facility. The yard and maintenance facility will be the largest on the WMATA system.

Phase 2 of the SLE is being built by the Metropolitan Washington Airports Authority (MWAA). Ownership will be transferred to WMATA at project completion and acceptance by WMATA, and prior to the initiation of operation by the Contractor. The Contractor will be included in this process to the extent possible and depends on when the contract is executed and the Notice to Proceed, NTP, issued.

Key Information

Each Statement of Work includes reference to key information which can be found in the Data Room. This key information is meant to aid Contractors in preparing their Proposals. The index in the Data Room indicates whether these documents are required for use in developing the Contractor’s Proposals, or are provided for information only – they do not need to be responded to or included in Contractors’ Proposals, but are important as they will be incorporated by reference into the Statement of Work to the Contract. From time to time, WMATA may supplement such information in the Data Room for use by the Contractor in developing its response to this RFP. Once access to the Data Room is granted, proposers are encouraged to modify Data Room settings to receive email alerts when changes are made, as no formal communications will be provided on Data Room additions. (e.g., additional information that may be requested via the Q&A process described further below in this RFP).

Service Management

Overall contract management will be the responsibility of the designated Liaisons

specified in the Statements of Work.


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The Contractor will interact with other offices and departments within WMATA as

required and instructed by the Contracting Officer.

WMATA Organization Charts are available in the Data Room

1.4 FUTURE STATE (TO-BE) OPERATIONS

This Section provides a high-level description of what WMATA is looking for with respect

to Contractors’ Solution and Services. It includes WMATA’s vision of the framework for

the future state Solution, additional information about the business objectives and

outcomes it hopes to achieve, the requirements the Contractor’s Solution and Services

must satisfy and the constraints under which they must operate, WMATA’s desired

business terms, and WMATA’s view of the Service Mobilization and Start-up process.

Future State Vision

WMATA seeks to create an improved customer experience for passengers using the Silver Line Service and to reduce the cost of providing the service, including the cost of maintaining and operating the Silver Line Extension. To this end, WMATA is seeking to partner with a single prime contractor to provide the Services set forth in Schedule B and Schedule C, which are attached to this RFP. WMATA will provide the Contractor with the flexibility to apply practices, processes and technologies that will improve the operation of the Silver Line Service subject to WMATA approval. WMATA may choose to adopt some of these practices, processes and technologies to improve the operation and customer experience on the remainder of the WMATA system.

The roles and responsibilities of WMATA and the Contractor are identified in the Statements of Work. WMATA requires a seamless integration of the Contractor’s Services with WMATA’s operations and systems. The Contractor will provide the Services in a manner that is in compliance with all applicable laws, rules, and regulations.

WMATA Requirements, Constraints and Objectives

Each Statement of Work identifies WMATA’s requirements, constraints and objectives applicable to Contractor’s Solution and Services. The additional information referenced in the Statements of Work can be found in the Data Room.

Key Business Terms

Schedule A (Contract Terms & Conditions) contains the minimum key business terms (i.e., WMATA preferred nomenclature) on which WMATA proposes to do business with the Contractor selected to provide the Services. Contractor personnel responsible for developing its Proposal should first review Schedule A, as WMATA expects Contractor Proposals to be consistent with and reflect WMATA’s proposed key business terms except to the extent, if any, that the Contractor’s Proposal takes exception to and proposes an alternative to any of the key business terms in a separate list identified by section/page. Contractors are cautioned that the number and nature of exceptions they take to WMATA’s


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proposed key business terms will weigh heavily in WMATA’s evaluation of their responsiveness. WMATA reserves the right to expand on the applicable business terms associated with the Services during the RFP process. Contractor will be expected to comply with WMATA’s designated policies and procedures under the Contract.

1.5 CONTRACTOR PROPOSALS

This Section provides information about the required structure and content of Contractor Proposals in response to this RFP. In short, Contractor Proposals are expected to be formulated such that they:

Encompass the full scope of Services in this RFP and the Statements of Work;

Will achieve or position WMATA to achieve its vision and objectives, as set forth in Section 1.4 and as set forth in the Statements of Work;

Comply with or otherwise satisfy WMATA’s requirements within the bounds permitted by the constraints as set forth in the Statements of Work;

Commit Contractor to meeting (or exceeding) agreed Key Performance Indicators and other performance requirements set forth in the Statements of Work; and

Are covered (fully paid for) by Contractor’s proposed charges.

A Contractor’s Proposal will not be considered responsive unless it complies with the requirements in this Section, as well as the additional instructions regarding the required Proposal formats and submission process described in Section 1.15. WMATA may refuse to accept or consider a Contractor’s Proposal if it is incomplete or does not otherwise meet the relevant requirements, or if it is irregular in any other way.

Proposal Contents at a Glance

Contractor Proposals for each Statement of Work (Schedules B & C, unless otherwise indicated) must contain the following principal components, each of which is described below in the cross-referenced section:

Section

Content Description

Response Template(s)

Response

SOW

Specific?

Executive Summary Section 1.6_Ref301443502 None No

Part A: Services and

Solution

Section 1.7_Ref301443564 None Yes


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Section

Content Description

Response Template(s)

Response

SOW

Specific?

Part B: Performance

Management Program


Part C: Price Model Section 1.9_Ref301443606 Provided for

each SOW in

Schedules E

& F

Yes

Part D: Governance

Model


Part E: Contractor

Corporate Information

and Customer

References


Part F: Contract Terms &

Conditions Response

Section 1.12_Ref301516836 Schedule A No

Part G: Contractor’s

Proposed Options

Section 1.13 None Yes

1.6 Executive Summary

One Executive Summary covering both SOWs acceptable.

Each Proposal must contain a stand-alone executive summary, no more than 10 pages in length and written for an executive-level audience (representative topics for inclusion in the executive summary are set forth below). A single executive summary covering both Statements of Work is acceptable. Please do not include any pricing information in the Executive Summary.

(a) Confirmation that Contractor’s Proposal encompasses the full proposed scope of Services and will remain valid for at least 365 days;

(b) A summary description of Contractor’s proposed Services and Solution;

(c) Contractor’s qualifications and specific experience relevant to the proposed Solution and Services;

(d) How Contractor intends to achieve WMATA’s vision and objectives, including creating incentives for Contractor to maintain focus on quality of


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service and, at the same time, aggressive management of the total cost of the Services and Solution;

(e) Contractor’s approach to Solution, the necessary Mobilization and Startup Services, with particular focus on how Contractor intends to minimize the risk of business disruption during Mobilization and Start-up;

(f) Existing Contractor relationships with equipment, software, and service providers whose products and services will be relevant to Contractor’s proposed Services and Solution;

(g) Contractor’s proposed account and service delivery management organizations and approach for interacting with WMATA; and

(h) Contractor value-adds and differentiators.

All information provided in the Executive Summary must be supported and elaborated in the other parts of Contractor’s Proposal.

1.7 Part A: Services and Solution (submit separate responses for each SOW)

Overview

Part A of Contractors’ Proposals is intended to contain the Service- and Solution-related documents (or sections), those being:

(a) Vision and Objectives – set forth Contractor’s response to WMATA’s statement of its vision and objectives that Contractor’s Services and Solution must satisfy and the objectives WMATA expects to achieve or realize as a result of Contractor’s performance;

(b) Statement of Work – set forth Contractor’s response to each Statement of Work (separately) which identifies the Services to be performed and delivered by Contractor and identification of any dependent or related functions for which WMATA (or a third-party service provider to WMATA) will retain responsibility;

(c) Solution Description – describe the Solution that Contractor will implement to perform and deliver the Services under the Statement of Work. Also, included here should be a full description of how the Contractor will perform the Services that are subject to the CDRLs identified in each Statement of Work;

(d) WMATA Dependencies – list and describe in a single place all of the resources (both personnel and non-personnel) that Contractor requires WMATA to either transfer to Contractor or otherwise make available for Contractor’s use to provide the Services, either during Mobilization & Start-up (Schedule B) or on an ongoing basis (Schedule C);


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(e) Risk Register – list and describe the principal risks attendant to Contractor’s proposed Solution and Transition approach, together with Contractor’s recommended risk mitigation strategies; and

(f) Staffing Plans – provide a complete workforce plan which includes number of resources by skill set (e.g., number of train operators, number of mechanics, etc.). This information will be extremely useful for WMATA to ensure that staffing levels appear appropriate for the Services. It will also ensure that there were no material misunderstandings by Contractor regarding the scope of Services (e.g., staffing materially over or under expectations).

Objectives, Requirements and Constraints

For each Statement of Work, Contractor must review and respond to Schedules B and C. As instructed, for each item in Schedules B and C, Contractor should either confirm its acceptance of the item as written or, alternatively, take exception and state what specific alternative Contractor would be willing to accept.

Statement of Work

Contractor’s Proposal must fully account for the proposed scope of Services. Proposals that are not responsive to the Statement of Work may be rejected in WMATA’s sole discretion.

Solution Description

Contractor’s Proposal must contain a “Solution Description” that is responsive to the required Services and describes Contractor’s proposed Solution (i.e., “how” it intends to perform the Services). An outline of the areas that should be covered in the Solution Description includes (but not necessarily limited to):

(a) Overall approach to performing the Services;

(b) Approach to recruiting and retaining personnel;

(c) Use and identification of any subcontractors;

(d) Unique processes Contractor has to perform the Services;

(e) Methods to improve productivity (without impacting quality);

(f) Systems the Contractor intends to utilize in the provision of the Services;

(g) Methods to ensure high quality and quality controls;

(h) Approach to training and maintaining “best practices” in the performance of the Services;


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(i) Identification of any non-WMATA provided locations (e.g., Dulles Yard) that Contractor will be performing Services (including what functions are being performed on a remote basis);

(j) Responses to CDRLs identified in the Statement of Work;

(k) Any other information that Contractor believes would provide a clear picture of “how” Contractor will provide the Services; and

(l) Any market-place differentiators that WMATA should be aware of.

WMATA Dependencies

Contractor’s Proposal must contain a list and description of all personnel and non-personnel resources Contractor requires WMATA to make available for Contractor’s performance of the Services under the Statement of Work.

No Caveats and Assumptions

Any ambiguities, caveats, or assumptions should be submitted to WMATA for response in advance of submitting your Proposal. Your Proposal should not include any caveats or assumptions.

Risks

Part A of each Contractor’s Proposal should also include a separate risk register listing and discussing the principle risks associated with Contractor’s proposed Solution and the mitigation strategies Contractor will employ to minimize them.

1.8 Part B: Performance Management Program (submit separate responses for each SOW)

Contractor’s commitment to a meaningful performance management program will be a key factor in WMATA’s evaluation of its Proposal. Contractors are expected, as part of the Services, to be responsible for providing an adequate level of review and oversight of all work performed by their personnel, providing managerial personnel, subject matter experts, and training as needed to accomplish such review and oversight. Part D of each Contractor’s Proposal should contain proposed team member resumes and a description of the comprehensive performance management program Contractor commits to implement and maintain throughout the Service term to ensure that Contractor’s performance meets or exceeds WMATA’s expectations and all applicable performance requirements.

Contractor’s comprehensive performance management program should include at least the following major components:

(a) A Project Management Process that includes periodic progress and status reporting and is designed to provide assurance that projects (such as Mobilization & Start-up) are proceeding on schedule, that issues or other


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impediments to on-time completion are identified and escalated promptly and that project risks are identified and managed proactively;

(b) A Quality Assurance Review Process pursuant to which Contractor personnel outside the chain of command of its service delivery organization will regularly conduct quality assurance reviews of Contractor’s performance of Services to provide assurance that the Services are performed with a high degree of quality and professionalism, and in accordance with contractual requirements;

(c) Confirmation of Agreement with Key Performance Indicators (for Schedule D) identified in the Statement of Work. Contractor should also describe how Contractor plans to monitor, track, and report performance and compliance with the Key Performance Indicators; and

(d) A Customer Satisfaction Process as defined in Schedule D to gauge the level of customer satisfaction with the Services and Contractor’s performance.

1.9 Part C: Price Model (submit separate responses for each SOW)

General Information

Contractors must complete the Price Proposal forms found in Schedules E, F, G,

H, and I of this RFP and submit them in a separate sealed envelope within the

price proposal package. Contractors should read and follow the instructions

included in Schedules E, F, G, H, and I for the Statement of Work and complete

all information.

The Price Proposals must clearly identify pricing proposed in numeric form, for

the base Contract years, plus the price breakdown for determining Contractor’s

prices for the optional service extensions. The pricing forms must be completed

in their entirety.

WMATA intends to award a firm fixed price contract.

An Allowance item of $100,000 per year, is to be included in all Proposers’ Price

Proposals for each fiscal year as indicated for discretionary spending. This

Allowance item will only be made available for the Contractor’s use at the

discretion and direction of WMATA.

Evaluation

The Price proposal will be evaluated based upon the total price provided for the

base contract services and the pricing methodology for pricing optional renewal

terms.


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WMATA, at its discretion, will choose at the time of award to the successful

Contractor, any options it wishes to include in the initial Contract Award, or may

elect to award the Contract for the base Contract services without any options.

1.10 Part D: Governance Model (submit separate responses for each SOW)

It is important to maintain a cooperative and effective working relationship between WMATA and its selected Contractor. To that end, Part D of Contractor’s Proposal should set out Contractor’s proposed information management model with a corresponding organization chart to foster timely and effective communications and interactions between the Contractor and WMATA.

In developing its response, Contractor should consider the requirements of the Statements of Work. Contractor’s proposed customer interface model should address the following key topics, at a minimum:

Relationship Management –This section should include a description of Contractor’s best practices for relating to and interacting with its customers generally, and WMATA specifically, as well as a description of where and how Contractor proposes to interact and communicate with WMATA. It should also include an organization diagram illustrating Contractor’s proposed relationship and service delivery management roles (including names) and functions, and important third-party relationships. The location of Contractor’s management resources should be specified.

Service Delivery Management – This section should include management and oversight of the performance, delivery and quality of Services across all Service Components for quality assurance. (Referencing Part B of Contractor’s Proposal as appropriate);

Contract Management –This section should include management and administration of the contractual aspects of the parties’ relationship under the definitive agreement, including financial and commercial management, administration of change control, technical architecture management, and risk and compliance management; and

Issue and Dispute Management – This section should include the Contractor’s proposed process for ensuring that unresolved issues are escalated in a timely and appropriate fashion, as required in Schedule A, prior to invoking the formal dispute process identified in Article 35 of Schedule A.

1.11 Part E: Contractor Corporate Information and Customer References (single response covering both SOWs acceptable)

Part E is the Proposal section in which each Contractor should include all general information about itself, including its organization, audited financial documents, history, relevant product and service offerings, culture, management team (with resumes), personnel, philosophies, etc.


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Part E of each Contractor’s Proposal must also contain information describing clients for the last ten (10) years for whom the Contractor provides or has provided services similar to those contemplated by this RFP, and the contact information for a reference person who is willing to be contacted by WMATA. References for customers who provide public transportation services and are of a similar size to WMATA are preferred.

1.12 Part F: Contract Terms & Conditions Sheet Response Part F of each Proposal should contain Contractor’s response to the WMATA’s Contract Terms & Conditions included as Schedule A.

1.13 Part G: Contractor’s Proposed Options (submit separately for each SOW as applicable)

Part G is the Proposal section in which each Contractor should provide proposed pricing and scope options for WMATA to consider. In particular, WMATA is interested in Contractor’s suggestions to perform the desired Services in a manner that may produce better results in terms of improved services and economics for WMATA. By way of example only, if WMATA’s Statement of Work includes certain constraints that materially affect Contractor’s costs, the Contractor should propose options for WMATA’s consideration. Such options should include the economic benefits (i.e., reduced Contractor charges) and explain how WMATA is still protected if such constraint is changed.

1.14 Part H: Responses to WMATA Questionnaires (Non Applicable)

1.15 PROPOSAL PROCESS AND INSTRUCTIONS

Contractor Communications with WMATA – RFP Primary Contact

The individual whose name and contact information are set out below is WMATA’s principal point of contact with prospective Contractors for all matters relating to this RFP. Contractors should direct all inquiries and other communications concerning this RFP to the RFP Primary Contact:

RFP Primary Contact: Wondem Asres

Email Address: [email protected]

To ensure a level playing field among all prospective Contractors and preserve the integrity of the RFP process, it is important that all Contractors receive the same information concerning this RFP. Accordingly, Contractors should not, under any circumstances, discuss this RFP or the subject transaction with any other WMATA personnel (including any member of WMATA’s executive management team or other WMATA employees with whom Contractor has an existing business relationship) without the RFP Primary Contact’s prior written consent. Utmost discretion is expected of all Contractors. Any Contractor that does not abide by these instructions risks elimination from further participation in the RFP process at the sole discretion of WMATA.


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Publicity

Contractors may not make any public statement relating to this RFP or otherwise publicize the existence or contents of this RFP without obtaining WMATA’s prior written consent.

RFP Activities and Schedule

WMATA has developed the following process and timeline for this initiative. WMATA requests that each Contractor make a dedicated team available to participate in the Proposal development and evaluation processes as necessary to participate effectively in the activities and meet the schedule provided below.

Activity Date

RFP Distribution 9/18/2018

Pre-proposal Conference (see Section 1.15.5) 10/31/2018

Silver Line Service and Silver Line Extension Site

Visits (see Section 1.15.6) [TBD]

Intent to Bid – Email RFP Contact (see Section

1.15.4) 11/07/2018

Written Q&A deadline (see Section 1.15.7) 11/09/2018

Proposal Submission Deadline (see Section 1.15.8) 01/15/2019

Contractor Proposal Presentations (3 hours each) 02/28/2019

Mutual Due Diligence [TBD]

Best and Final Offers 04/05/2019

Detailed Proposal Discussions/Negotiations 04/29/2019

Final Contractor Selection 5/29/2019

Agreement Finalization 6/28/2019

Schedule B - Silver Line Mobilization & Start-up

Commencement [TBD]


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Intent to Offer a Proposal

By no later than November 7, 2018, Contractors should notify the RFP Primary Contact, Wondem Asres at [email protected], of its intent to bid on this RFP.

Contractors are requested to clearly identify “Notice of Intent for Silver Line RFP CQ19017 in the subject line of its email to the RFP Primary Contact. Contractor’s

notification of its Intent to Offer should include contact information for its primary contact with respect to this RFP in case WMATA needs to contact the Contractor.

Pre-Proposal Conference

WMATA will conduct a Pre-Proposal Conference on 10/31/2018, 2018 at 10:00AM at 600 Fifth Street, NW, Washington, DC 20001. Participation in the Pre-Proposal Conference is not mandatory but highly recommended as WMATA will be providing important insight into various aspects of the RFP and the requested Services. Contractors will not be limited in the number of their attendees.

During the pre-Proposal conference, WMATA will conduct a walk-through of the RFP, providing Contractors with the opportunity to gain further understanding of the RFP and to clarify any initial questions they may have regarding WMATA, the organization or content of the RFP, or the RFP process. Any questions that you may have should be in writing and submitted to the RFP Contract Administrator. Questions and Answers will be posted to the WMATA Website.

Silver Line Site Visits

WMATA intends to facilitate a site visit of key Silver Line facilities, including certain stations, the Dulles, Largo and New Carrollton Yards and other important facilities prior to the Proposal due date. As of the date of this RFP, the timing and details regarding this site visits are still being finalized. Contractors that have submitted an Intent to Offer will be contacted by the RFP Primary Contact (or his/her designee) regarding the details of the site visit.

Written Q&A

Any explanation desired by a Contractor regarding the meaning or interpretation of the contents of this RFP, including, without limitation, the Statements of Work, Terms & Conditions, or pricing templates, must be requested in writing by no later than the date specified in Section 1.15.3 above. All such requests must be submitted via e-mail to the RFP Primary Contact, Wondem Asres, [email protected]. Contractors are requested to clearly identify “Q&A Request on Silver Line RFP (RFP CQ19017)” in the subject line of its email to the RFP Primary Contact. It is WMATA’s preference that all such questions be

submitted by Contractor by email throughout the duration of the RFP solicitation process. Questions should include and clearly identify appropriate references (e.g., document, page number, section number) to facilitate WMATA’s ability to review and respond.

Any information that WMATA furnishes to a prospective Contractor relating to the solicitation will be provided in writing to all prospective Contractors in the form of


24

an amendment if, in the Contracting Officer’s judgment, the information is necessary to the preparation and/or submittal of proposals or the lack of such information would be otherwise prejudicial to other prospective offerors. Contractors must acknowledge receipt of all amendments on the form provided. Contractors must acknowledge receipts of all amendments.

Contractors are advised that oral explanations, representations or instructions of any kind relating to the subject matter of this solicitation given at any time before award of the Contract by any employee, officer or agent of WMATA, will not be binding upon WMATA. WMATA does not assume responsibility for the accuracy of any such communication.

The failure of a prospective Contractor to request an explanation will serve to preclude it from claiming any ambiguity, inconsistency or error that should have been discovered by a reasonably prudent offeror.

1.16 Proposal Submission

Proposal Submission (Digital File Transmission and Hard Copies) and Due Date

(a) Contractor’s completed Proposal must be made available to WMATA for downloading and review via a Contractor provided web link (cloud based) along with hard copies to the RFP Primary Contact and received by mail or hand delivery by 4:00 PM 01/15/2019. For all electronic links, access credentials must also be provided. Contractor should also allow sufficient transit time for the Proposal to reach WMATA.

(b) In addition, Contractor must submit three (3) complete printed copies of the entire Proposal. One original and two copies must be provided. The Technical and Price proposals should be separated. No Pricing should appear in the Technical portions of Contractor’s proposal. Envelopes containing the Price proposal and the remaining parts of the Proposal must be sealed and separately marked and addressed to:

WASHINGTON METROPOLITAN AREA TRANSIT AUTHORITY

600 5th Street, N.W.

Washington, DC 20001

Room 3C-02

Attn: Wondem Asres

ALL ENVELOPES OR PACKAGES MUST BE SEPARATELY MARKED WITH RFP NUMBER AS SPECIFIED HEREWITH.

PROPOSALS SHALL BE TIMELY MAILED OR HAND DELIVERED TO REACH WMATA BEFORE 4:00 PM (EASTERN STANDARD TIME) ON 01/15/2019

(c) Proposals submitted after the deadline, or which state that information will be provided at a later date, will be rejected by WMATA.


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(d) All materials submitted in connection with Contractor’s responses to this RFP will become the property of WMATA and may be returned only at WMATA's option and at Contractor's expense.

Proposal Format

Contractor should use PDF file formats in preparing its proposal to the maximum extent possible. For ease of reading, Contractor should use at least 12-point sized san-sarif font in its proposal. As instructed, Contractor’s Proposal should utilize the RFP response templates provided as exhibits to this RFP. All pages should be formatted to print on 8 ½ x 11” paper, unless another format is provided by the response template. Responses should be specific, factual, brief and to the point, and should minimize the amount of generic sales and marketing content.

Registration Requirements

Please be advised that all vendors and contractors who do business with the

Washington Metropolitan Area Transit Authority (WMATA) must register in the

WMATA Vendor Registration System. Registration is located at

http://www.wmata.com

If you are a vendor or contractor and HAVE done business with WMATA in the

past, please electronically request your company’s User ID and Password at

http://www.wmata.com

Registered Vendor Benefits:

Visibility to WMATA contract administrators and/or purchasing agents during the purchasing decision period;

Visibility to other 17,500 registered vendors for possible business opportunities;

Opportunity to update online, company information such as an e-mail address or contact person on-line;

Ability to sign up for electronic payment option; and

Ability to electronically reset user id and password.

Any questions regarding registration may be sent to [email protected].

Withdrawal of Proposals

Proposals may be withdrawn by written notice received by the RFP Primary Contact Authority before the date specified in Section 1.18 for “Down-selection to Short-listed Contractors.” Proposals may be withdrawn in person by a Contractor or an authorized representative, if the representative's identity is appropriately demonstrated and the representative signs a receipt for the Proposal before the date for “Down-selection to Short-listed Contractors” specified in Section 1.18. A proposal may not be withdrawn following such date without notification from the RFP Primary Contact.

http://www.wmata.com/


mailto:[email protected]


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Receipt and Review of Proposals by WMATA

There will be no public opening of proposals for this solicitation. Proposals will be opened by the designated WMATA representative and copies of the proposal will be distributed for review by WMATA designated personnel only, as appropriate. All reasonable efforts will be made to ensure confidentiality of the information contained in the proposals, consistent with applicable law. WMATA may award a Contract on the basis of the initial proposals as evaluated

in accordance with the Evaluation Criteria without discussions. Accordingly, the

initial proposal should contain the Contractor’s best terms from both a price and

technical standpoint.

Notwithstanding a determination by WMATA to proceed without conducting

substantive negotiations or discussions with the Contractors, WMATA may

engage in communications with one (1) or more Contractors relating to

clarification(s) of their proposals.

WMATA may engage in oral or written discussions with one (1) or more

Contractors regarding WMATA’s understanding of the proposals and/or to

discuss deficiencies in the initial proposals. In determining those Contractors

WMATA chooses to engage in discussions, a WMATA representative shall first

make a determination regarding the initial proposals that he or she deem to be

within the competitive range for Contract award. WMATA shall conduct

discussions with all Contractors submitting proposals that are within the

competitive range.

WMATA may, following such discussions, direct those Contractors whose

proposals are within the competitive range to submit Best and Final Offers

(“BAFOs”). In such instances, WMATA will award the Contract based upon

review of the BAFOs in accordance with the Evaluation Criteria. Nothing

contained herein shall limit, modify or impair the WMATA’s right to engage in any

additional oral or written discussions or other communications relating to the

solicitation that may, be consistent with WMATA’s best interests.

Evaluation and Basis for Award – Best Value

Proposals will be evaluated based upon application of the following Evaluation

Criteria in order of importance and associated weight. The scoring system, and

associated weights, is illustrated in two different tables in section 1.16.8. The first

table illustrates SLE Evaluation Scoring without the Train Operations Option. The

second table illustrates SLE Evaluation Scoring with the Train Operations Option.

(a) Technical Proposal. The Technical Proposal will be broken down and considered by the Evaluation Team according to the following general criteria in order of importance based on points listed out of 100 points total:

(i) System Safety


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The Proposer will be evaluated on its ability to successful integrate safety into all management, training and work plans has designated safety plans and processes that are in full compliance with all applicable laws, rules and regulations. The Proposer will also be evaluated on its plan to provide an integrated approach to customer, employee and public safety and hazard reduction; as well as its ability to handle safety incidents, develop incident reduction programs in partnership with WMATA, and establish a culture of continuous learning relative to accident and incident reduction. The proposer must also demonstrate an ability to interface with regulatory safety entities and suggest a process to do so. Past safety performance will also be considered and the Proposer’s safety record over the last five years will be assessed. Included in this assessment will be a five-year overview of train accidents, accident fatalities, accident injuries, employee on-duty casualties, and other calamities or significant incidents as well as any claims made in connection therewith.

(ii) Firm’s Past Experience and Performance

Demonstrate your firm’s qualifications and experience, and understanding of the requirements of mobilization and start-up as set forth in Schedule B to this RFP and operating the Silver Line Service and operating and maintaining the Silver Line Extension as further described in Schedule C to this RFP. Describe in detail your ability to perform in accordance with the performance standards in this RFP. This will include information regarding your firm’s experience with safely and reliably providing services of a similar scope and size.

(iii) Revenue Equipment Maintenance Plan

The Proposer’s overall approach to providing revenue equipment

maintenance services will be assessed for its feasibility,

responsiveness to the SOW, effectiveness and thoroughness for

both new and established equipment. New equipment integration,

testing and acceptance experience will be heavily weighted.

Proposals will be evaluated on the Proposer’s plan to best

maximize equipment availability and reliability, while also

providing cost effective facility utilization, work scheduling and

material management. Demonstrated experience in preserving

equipment life spans and life cycle maintenance will also be

considered. Innovated technology and training incorporation will

be evaluated.

(iv) Mobilization and Start-up Plan


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Since the SLE, Silver Line Services is both a Greenfield and

established operation, the proposer will be evaluated on a

mobilization, transition and start-up plan that will ensures a

seamless transition for customers; existing employees, as

appropriate, and current operations, while at no time

compromising service levels on the established portions of the

Silver Line Service. The Proposer must demonstrate a capacity to

establish all operational support, data management and back-

office administrative functions; and to show commitment and

provide a communication strategy that ensures consistent and

timely communication with WMATA. The start-up plan should

clearly articulate what service operations will look like on Day 1;

the ramp-up plan (complete with timelines and deliverables) to

Day 1 and the parameters to which success can be measured

against. Not only will the Proposer be evaluated on the

aforementioned actions, they will also be evaluated on how well

the plan defines coordination with other entities and how well the

Proposer understands the integration of work.

(v) Infrastructure Maintenance

The Proposer will be evaluated on its organizational and technical

ability to inspect, maintain, repair and install a full range of right-of-

way assets and customer facilities. The Proposer will be assessed

on its demonstrated capacity to execute a comprehensive asset

management plan that extends infrastructure viability, eliminates

back-logs and avoids service disruptions. The Proposer’s overall

approach to the SOW and its ability to innovate systems

maintenance, apply new technologies to innovating system

maintenance, applying new technologies and to contain costs

while optimizing infrastructure life cycles, improving productivity

and eliminating waste will be evaluated. The proposer must have

demonstrated experience in asset management and provide

evidence of asset management solutions and results over the last

five years. Organization Structure, Staffing and Management

The Proposer must identify an organization structure, staffing and

management plan that demonstrates that it can meet all of the

requirement of the SOW. Team organization and credentials --

experience and qualification of the assigned personnel will be

evaluated based on the nature and length of their comparable

operations employment responsibilities. Points will be deducted

from proposals that do not meet the minimum experience levels

as set forth in this SOW. The Proposer will also be evaluated on

its staffing plan for all positions, labor structure and union interface


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if applicable, and that workforce training will be conducted in a

manner that incorporates relevant WMATA requirements.

(vi) Organization Structure, Staffing and general and subcontractor management

The Proposer must identify an organization structure, staffing and

management plan that demonstrates that it can meet all of the

requirements of the SOW. The experience and qualification of the

assigned personnel will be evaluated based on the nature and

length of their comparable operations employment responsibilities.

Points will be deducted from proposals that do not meet the

minimum experience levels as set forth in this SOW. The

Proposer will also be evaluated on its staffing plan for all positions,

labor structure and union interface if applicable. Workforce training

will must meet WMATA requirements and will be evaluated as

such.

(vii) Customer Experience

The proposer will be evaluated on its approach to customer

service and innovating the customer experience on the Silver Line

Service and SLE. Demonstrated experience in managing large

passenger service systems

(viii) Economic Benefit

Provide a narrative describing benefits that may accrue to the

local economy as a direct or indirect result of the Contractor’s

performance of this contract.

(ix) Scenario Responses

The Proposal will be evaluated on responses to the following scenarios:

a. Inclement Weather

Inclement weather is a major issue in the WAMTA service territory

during winter months. Over the last ten years, seasonal snow

totals have varied between 2 to 56 inches. In this scenario, the

weather report forecasts a major Nor’easter hitting the region five

days from now. Meteorologists predict snow will begin falling at

0100 on the fifth day and continue for three days. How do you

prepare? What actions do you take to maintain service and to

protect WMATA assets? What is your resource strategy and what


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actions do you take once the weather event has ended to restore

normal operations?

b. Capital Works beyond WMATA’s Control

WMATA has undertaken several infrastructure renewal projects

intended to bring the system to a state of good repair. Back2Good

and SafeTrack are two recent examples that have been quite

successful. Under this scenario, WMATA has found several

significant defects in tracks on shared portions of track near

Eastern Market Station that require immediate attention. Repairs

will occur around the clock for three weeks and only one track will

be available for operation through this area. You are given one

week to prepare your proposed plan for single tracking operations

for WMTA’s approval. What do you propose?

c. Employee Overruns a Station

At WMATA, safe operations of the railroad is the highest priority.

In this scenario, one of your train operators overruns a station and

then backs up without permission to line-up with the platform.

What actions do you take to address this incident?

d. Train Derailment

In this scenario, a train derails near McLean Station causing

damage to the track and rolling stock. This occurs during the

evening peak. Provide a plan that manages passenger and

employee safety, puts the track safely back into service as soon

as possible, and addresses damaged equipment movement and

repair as appropriate.

(x) Train Operations Plan (Only evaluated for Rail Operations Option)

The proposer must submit a transportation services plan that fully

meets the performance standards expressly stated here-in. This

plan will be evaluated on the Proposer’s overall approach to

successfully providing these services and will be assessed for its

feasibility, responsiveness to the SOW, effectiveness and

thoroughness. The plan must demonstrate a thorough

understanding of the Silver Line Extension Service and its

interface with the overall WMATA system; must address, identify

and suggest mitigation strategies for any unique challenges

imposed by the proposed service area as identified here-in. The

proposer must describe a process for developing and


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implementing train cycling plans to maximize fleet availability

during revenue service hours. The plan must also include a plan

for dispatch and control center integration, rail system

management and service level assurances.

(b) Price Proposal. Contractor’s Price Proposals will be evaluated separately and balanced against the Technical Proposal in accordance with Federal Transit Administration (FTA) “best value selection methodology” as detailed within the FTA Best Practices Procurement Manual.

Price is not expected to be the controlling factor in the selection of a Contractor for this solicitation. The degree of importance of cost as a factor could become greater depending on the parity of the proposals for the other evaluated criteria; where proposals are determined to be substantially equal, total cost and other cost factors would become the controlling factor.

In the event an award is justified as solely determined by WMATA, WMATA will

award a Contract to the Contractor whose Proposal conforms to the solicitation

and is judged to be the most advantageous to WMATA based on an overall

assessment of technical merit and price in accordance with the Evaluation

Criteria.

Ratings for Proposal Evaluation Criteria

Each criterion will be rated using the adjectival scoring method as follows:

Definition of adjectival rankings:

Exceptional Exceeds specified performance or capability in a beneficial way to

WMATA, and has no weakness.

Acceptable Meets evaluation standards required under the technical

provisions. Weaknesses are correctable.

Marginal Fails to meet evaluation standard; however any significant

deficiencies are correctable. Lacks essential information to

support a proposal.

Unacceptable Fails to meet an acceptable evaluation standard and the

deficiency is uncorrectable. Proposal would have to undergo a

major revision to become acceptable. Demonstrated lack of

understanding of WMATA’s requirements or omissions of major

areas.

A rating of “Acceptable” or higher is required to be eligible for award

consideration. Prospective Contractors are cautioned to be aware of this

standard when preparing proposals.


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Evaluation Criteria Category Possible Points

Figure 1 - , represents the total possible points for each evaluation criteria

category, and the associated weight given to each evaluation criteria category.

Figure 1 - SLE Evaluation Scoring without Train Operations Options: Total Available Points 100

Figure 2 - SLE Evaluation Scoring with Train Operations Options, represents the

total possible points for each evaluation criteria category, and the associated

weight given to each evaluation criteria category.

Figure 2 - SLE Evaluation Scoring with Train Operations Options: Total Available Points 100

Total

Available

Points

Weight

1 System Safety  100 20.0% 90 to 100 60 to 89 30 to 59 0 to 29

2 Firm’s Past Experience and Performance 100 17.0% 90 to 100 60 to 89 30 to 59 0 to 29

3 Revenue Equipment Maintenance Plan 100 12.0% 90 to 100 60 to 89 30 to 59 0 to 29

4 Mobilization and Start-up Plan 100 10.0% 90 to 100 60 to 89 30 to 59 0 to 29

5 Infrastructure Maintenance 100 10.0% 90 to 100 60 to 89 30 to 59 0 to 29

6Organization Structure, Staffing and general and

subcontractor management100 10.0% 90 to 100 60 to 89 30 to 59 0 to 29

7 Customer Experience 100 10.0% 90 to 100 60 to 89 30 to 59 0 to 29

8 Economic Benefit 100 5.0% 90 to 100 60 to 89 30 to 59 0 to 29

Scenario Responses

9a Question 1 100 1.5% 90 to 100 60 to 89 30 to 59 0 to 29

9b Question 2 100 1.5% 90 to 100 60 to 89 30 to 59 0 to 29

9c Question 3 100 1.5% 90 to 100 60 to 89 30 to 59 0 to 29

9d Question 4 100 1.5% 90 to 100 60 to 89 30 to 59 0 to 29

100 100% 90 to 100 60 to 89 30 to 59 0 to 29Total Available Points

Exceptional Acceptable Marginal UnacceptableEvaluation Criteria Category

Total

Available

Points

Weight

1 System Safety  100 18% 90 to 100 60 to 89 30 to 59 0 to 29

2 Firm’s Past Experience and Performance 100 16% 90 to 100 60 to 89 30 to 59 0 to 29

3 Revenue Equipment Maintenance Plan 100 11% 90 to 100 60 to 89 30 to 59 0 to 29

4 Mobilization and Start-up Plan 100 9% 90 to 100 60 to 89 30 to 59 0 to 29

5 Infrastructure Maintenance 100 9% 90 to 100 60 to 89 30 to 59 0 to 29

6Organization Structure, Staffing and general and

subcontractor management100 9% 90 to 100 60 to 89 30 to 59 0 to 29

7 Customer Experience 100 9% 90 to 100 60 to 89 30 to 59 0 to 29

8 Economic Benefit 100 5% 90 to 100 60 to 89 30 to 59 0 to 29

Scenario Responses

9a Question 1 100 1.125% 90 to 100 60 to 89 30 to 59 0 to 29

9b Question 2 100 1.125% 90 to 100 60 to 89 30 to 59 0 to 29

9c Question 3 100 1.125% 90 to 100 60 to 89 30 to 59 0 to 29

9d Question 4 100 1.125% 90 to 100 60 to 89 30 to 59 0 to 29

10 Option: Train Operations Plan 100 9.5% 91 to 100 60 to 89 30 to 59 0 to 30

100 100% 90 to 100 60 to 89 30 to 59 0 to 29

Marginal UnacceptableEvaluation Criteria Category

Total Available Points

Exceptional Acceptable


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Price Proposal Evaluation

WMATA will evaluate price proposals for reasonableness, completeness, and realism as appropriate. Costs will be evaluated in terms of the following: (a) Submittal of proposed prices for both the base year(s) and the pricing

methodology used to price the option year(s);

(b) Any offer that is materially unbalanced may be rejected. An unbalanced offer is one that is based on prices that are significantly overstated for some items and understated for other items;

(c) WMATA will compare the price proposals to WMATA’s estimate and otherwise determine reasonableness by performing a price analysis, if adequate competition exists. If, in WMATA’s judgment, adequate price competition does not exist, WMATA will conduct a cost analysis in order to ascertain whether the proposed price is fair and reasonable;

The prospective Contractor shall provide certified cost or pricing data.

Technical Proposal Evaluation

WMATA will evaluate the technical proposal in accordance with the “Evaluation

Criteria” set forth in Section 1.16.6 and render an assessment as to the overall

technical merit of the Proposal. The Proposal’s failure to demonstrate that it

meets or surpasses an acceptable level with respect to any such element may

result in a determination that the proposal is unacceptable and thus ineligible for

award.

Notice of Protest Policy

WMATA’s procedure for the administrative resolution of protests is set forth in

Chapter 17 of the Procurement Procedures Manual. The procedures contain

strict rules for filing a timely protest, for responding to a notice that a protest has

been filed, and other procedural matters.

Alleged violations must be submitted to the WMATA Contracting Officer who will

administratively decide the protest.

The United States District Courts for the Districts of Maryland, Virginia and the

District of Columbia, and the local courts in Maryland, Virginia and the District of

Columbia have jurisdiction over court actions concerning protest decisions.

Proposal Expiration Date

Proposals in response to this RFP must remain valid for 365 days from the Proposal due date. WMATA reserves the right to request an extension of time if needed.


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Confidential Contractor Data

Any Proposal containing data that Contractor considers confidential or proprietary and wishes to have treated as such must be conspicuously marked as follows:

(a) Please include the following legend on the title page of your Proposal: "This proposal includes confidential data that may not be disclosed outside WMATA (other than to agents supporting WMATA in this RFP process) and may not be used for any purpose other than to evaluate this Proposal”;

(b) Contractors may not designate their entire Proposal as confidential – any such designation will be disregarded. Contractors may designate specific proprietary or commercially sensitive information contained in their Proposal, such as detailed pricing information and employee resumes ("Confidential Data"), as confidential; and

(c) If Confidential Data is properly identified, WMATA agrees that it will use such data only for purposes of evaluating the Proposal and any resulting negotiations. In addition, if WMATA awards the Services to Contractor, WMATA will have the right to duplicate, use and disclose such Confidential Data in accordance with the resulting definitive agreement. This restriction does not restrict WMATA’s right to use any Confidential Data that (1) was known by WMATA prior to disclosure by Contractor pursuant to this RFP; (2) is or becomes part of the public domain through no fault of WMATA; or (3) is disclosed to WMATA by a third party having a legal right to make such a disclosure. In addition, the foregoing confidentiality and nondisclosure obligations shall not apply to information that is required to be publicly disclosed by law or regulation; provided, however, that in such event, WMATA will provide Contractor with prompt notice of such disclosure so that Contractor will have the opportunity if it so desires to seek a protective order or other appropriate remedy.

Ambiguity

Subject to questions and clarifications raised on specific issues in accordance with Section 1.15.6, Contractor shall be deemed, by submitting a Proposal, to have understood the RFP fully. Any claims of ambiguity after the award of Services will not be accepted by WMATA._Ref301528221

1.17 Contractor Proposal Presentations

Following submission of its Proposal in response to this RFP, each responsive and responsible Contractor found to be in the competitive range will be afforded an opportunity to give an oral presentation of its Proposal to WMATA at WMATA’s Head Offices, with details to be confirmed after Proposal submission. This presentation, tentatively scheduled for 3 hours, should concentrate on the Solution and business aspects of the Proposal and should not be primarily a marketing discussion. The definitive schedule for Proposal walkthrough presentations will be established by WMATA and communicated to Contractors closer to the scheduled dates.


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Appropriate visual and written materials are expected, but the presentation format will be left to the discretion of Contractor. A copy of all presentation materials should be delivered in electronic form to the RFP Primary Contact at least 24 hours before the presentation. Contractor should also bring a sufficient number of printed copies of the materials for WMATA attendees.

WMATA may provide an agenda or other direction for Contractor’s presentation based on WMATA’s initial review of the Proposals.

1.18 Down-selection to Short-listed Contractors

It is WMATA’s current intention to reduce the field of competition for award of the Services to the most promising Contractors based on the initially submitted Proposals and presentations, and WMATA’s evaluation of them. After making its down-selection decision, WMATA will promptly notify each Contractor whether it has been selected to continue with the RFP process or eliminated from further competition. Following such notifications, WMATA will communicate its planned next steps and schedule for the Detailed Proposal Discussions/Negotiations and Mutual Due Diligence to the short-listed Contractors.

1.19 Detailed Proposal Discussions/Negotiations

After reducing the competitive field to the short-listed Contractors, WMATA will employ a detailed Proposal discussion/negotiations as the principal means to:

Further develop and refine each short-listed Contractor’s Solution and Transition approach, pricing and other commercial terms in a way that leverages the significant base of material developed during the Proposal submission process;

Negotiate contract terms;

Resolve all significant open issues.

The Contractor may designate the personnel it wishes to participate in its presentation. However, the following Contractor personnel should be present at and participate in all Solution and detailed Proposal discussions/negotiations with WMATA:

Liaison – the person who will be primarily responsible for Contractor’s relationship with WMATA

Project Director – the person who will be primarily responsible for Service delivery, Mobilization & Start-up activities

Head of Transportation, or Technical Lead (for Rail Transportation Option)

Head of Mechanical, or Technical Lead

Head of Maintenance of Way, or Technical Lead

Head of Safety and Environment, or Technical Lead


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1.20 Mutual Due Diligence

At the conclusion of this RFP process, WMATA expects to enter into a binding definitive Contract for the Services with its selected Contractor(s). That Contract will not contain provisions providing for post-contract due diligence or adjustment of prices, Key Performance Indicators or other terms based on information discovered after Contract execution. Accordingly, WMATA intends to afford the short-listed Contractors an opportunity to conduct reasonable due diligence of WMATA and its operations, including site visits if necessary, during and in parallel with the RFP process. WMATA will consider a Contractor’s request for specific due diligence items on a case-by-case basis. It will be each Contractor’s responsibility to confirm or obtain any additional information it deems necessary to remove any qualifications or contingencies from its Proposal.

WMATA will make reasonable efforts to satisfy Contractor due diligence requests. However, WMATA does not commit to providing all data and information that may be requested by a Contractor.

During the same period, WMATA will conduct any additional due diligence investigation of Contractor and its operations that WMATA determines is warranted. WMATA’s due diligence investigation may extend to any affiliates or other important subcontractors to whom Contractor proposes to delegate any important aspects of the Services.

1.21 Award of Services

Upon determining which Contractor best meets WMATA’s needs and provides the best overall value proposition, WMATA intends finalize a Contract with the finalist. The Contract will include terms agreed during this RFP process. At WMATA’s discretion, the Contract may include any commitments made by the finalist in its Proposal or during the negotiation process. Contractors are advised that execution of a Contract by WMATA is subject to approval of the final negotiated arrangement by WMATA’s senior management.

WMATA reserves the right to award the Services to any Contractor or Contractors, to a third party that is not a one of the recipients of this RFP, or to make no such award, in its sole discretion based on WMATA’s evaluation of how best to pursue the objectives of the initiative. WMATA will not accept an exclusive requirements contract that requires it to purchase all (or a significant portion) of the Services or any element of the Services from Contractor.

1.22 Modification or Termination of RFP Process

WMATA reserves the right, in its sole discretion, to discontinue, amend, supplement, or otherwise change this RFP and the expected timeline at any time and for any reason, and makes no commitments, implied or otherwise, that this process will result in a business transaction with one or more Contractors, or with any particular Contractor.


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1.23 Supplemental Information

If, subsequent to issuance of this RFP, additional relevant material becomes available to WMATA, Contractors will be notified and such material will (where appropriate) be made available to Contractors. Contractor should consider any such additional information in its responses to this RFP, and WMATA will assume that all changes or additional requirements have been included in Contractor’s responses (including pricing) unless otherwise specified.

1.24 No Representations or Warranties

Although WMATA has endeavored to provide accurate information with this RFP, WMATA makes no representations or warranties regarding the accuracy or completeness any information provided or information supplied in the Data Room. As indicated above, each Contractor is responsible for making its own evaluation of information and data provided in or pursuant to this RFP and conducting due diligence as necessary to confirm any information Contractor considers material to its Proposal.

1.25 Legal Counsel Participation

WMATA intends to have its legal counsel participate actively in discussions and negotiations with Contractors. WMATA encourages each Contractor to have its legal counsel participate as Contractor deems appropriate. However, WMATA will not be precluded by the absence of Contractor’s counsel from having its own attorney participate in any discussion or meeting with Contractor concerning this RFP, nor will Contractor will be permitted to defer or revisit any matter due to the necessity of consultation with legal counsel.

Contractor should note that WMATA intends to contract with the selected Contractor using a form of contract prepared by WMATA’s attorneys. WMATA does not intend to contract based on any Contractor standard business or contract terms or to use such standard terms as the basis of any negotiations with Contractor. Contractor should therefore not assume or base its Proposal or pricing on the use of any such Contractor standard terms and conditions.

1.26 Proposal Preparation Costs

Contractor will be solely responsible for all costs it incurs in connection with this RFP process and any related negotiations.

1.27 Continuity of Services

A. Continuity of Services

The Contractor recognizes that the Services to be provided under the

Contract are vital to WMATA and must be continued without interruption, and

upon Contract expiration, a successor—either WMATA and/or another

contractor(s) —may continue these Services. The Contractor shall cooperate


38

with WMATA to ensure an orderly and efficient transition to a successor or

back to WMATA.

The Contractor shall work with WMATA and the successor as to agreeable

dates/times employees may be allowed to attend training session(s).

B. Transition Cooperation Agreement

Upon expiration, termination or other conclusion of the Contract and of the

Contractor’s duties of performance under it, the parties anticipate that a

successor may be selected by WMATA to perform the same or similar work.

If the successor is an individual, firm or entity (other than the Contractor) then

the Contractor shall cooperate with WMATA to ensure an orderly and efficient

transition to a successor. This cooperation must include the following:

(i) The Contractor shall share and permit copying of all books and records necessary or convenient for the successor provider to undertake its work. These records include maintenance records, inventory records, Contractor contracts, and support agreements.

(ii) If original records are necessary for the successor provider to properly perform its legal obligations, the Contractor shall provide the originals to the successor, and the Contractor shall keep copies of them.

(iii) The Contractor shall share and permit copying of all pertinent personnel records.

(iv) The Contractor shall execute documents necessary to effectuate a transfer of all contracts, goods, services and utilities.

(v) The Contractor shall not sell, transfer, convey or encumber any WMATA assets or any of the assets to be transferred to the successor provider.

(vi) The Contractor shall maintain all inventory levels necessary for the successor to continue to perform the work.

(vii) As WMATA may direct, the Contractor shall surrender to the successor provider or to WMATA all WMATA-owned real, personal and/or intellectual property.

(viii) The Contractor shall inventory all property (real, personal or mixed) purchased or leased with WMATA funds and all property in which WMATA has an ownership or possessory interest. The Contractor shall include a description of the property and its location in sufficient detail to permit easy identification. Until the date that the successor provider assumes its contractual duties, the Contractor shall fully and conscientiously perform its


39

obligations under the Contract in a professional and workman-like manner.

The Contractor must be prepared to complete the transition tasks in a period of ninety (90) days. WMATA shall inspect and test the facilities and equipment operated and maintained by Contractor, including the fleet of WMATA-owned trains operated by the Contractor (or contract with a third-party inspection firm to conduct this task). These inspections will be conducted approximately ninety (90), sixty (60) and thirty (30) days before Contract expiration or earlier termination of the Contract. The first two inspections shall identify defects, repairs and maintenance deficiencies that must be corrected by the Contractor before the final inspection. If significant deficiencies have not been corrected and are found during the final inspection, the Contractor shall be responsible for reimbursing WMATA for the cost of the final inspection and all costs associated with making the needed corrections. If WMATA elects to perform the same or similar work using WMATA forces, the Contractor’s duty of cooperation, as described above, extends to WMATA as the successor provider.

1.28 Contract Close-Out and Transition Plan

A. Contract Close-Out

Upon the expiration or earlier termination of the Contract, the Contractor shall

perform with WMATA, the following:

1. Final Material Inventory Audit

The Contractor shall perform, with WMATA, the Final Material Inventory

Audit. The Contractor shall deliver to WMATA all material inventories in

similar levels as identified in the Initial Material Inventory. The Contractor

shall also turn over to WMATA all electronic files, databases, records,

documentation, and all other information associated with warehouse and

material management provided in accordance with the Contract.

2. Final Rolling Stock Condition Audit

The Contractor shall perform, with WMATA, the Final Rolling Stock

Condition Audit. The Contractor shall deliver to WMATA all rolling stock

equipment identified in the Initial Rolling Stock Inventory and Condition

Assessment or its equivalent in type, value, and condition, less normal

wear and tear, subject to the damage provisions of the scope of Work.

The Contractor shall be liable to WMATA for the fair market value of any

rolling stock equipment not returned to WMATA in accordance with

Contract requirements, and for the diminution in value of rolling stock

equipment in excess of that attributable to normal wear and tear. The

Contractor shall also turn over to WMATA all electronic files, databases,

records, documentation, and all other information associated with

services provided in accordance with the Contract.


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3. Final Maintenance Facility Inventory and Condition Audit

The Contractor shall perform, with WMATA, the Final Maintenance

Facility Audit. The Contractor shall deliver to WMATA possession of the

maintenance facilities in a condition no worse than the condition identified

in the Initial Maintenance Facility Inventory and Condition Assessment,

exclusive of normal wear and tear. The Contractor shall be liable to

WMATA for the cost of any repairs to the maintenance facilities

necessary to return such property to its initial condition – normal wear and

tear excepted. The Contractor shall also return to WMATA all keys,

electronic entry cards, passes, locks, and other security and access

devices provided by WMATA or acquired by the Contractor in

performance of the Contract.

4. Final Support Equipment Inventory and Condition Audit

The Contractor shall perform, with WMATA, the Final Support Equipment

Inventory and Condition Audit. The Contractor shall deliver to WMATA all

support equipment identified in the Initial Support Equipment Inventory

and Condition Assessment or its equivalent in type, value, and condition,

less normal wear and tear, subject to the damage provisions of the scope

of Work. The Contractor shall be liable to WMATA for the fair market

value of any support equipment not returned to WMATA in accordance

with Contract requirements, and for the diminution in value of support

equipment in excess of that attributable to normal wear and tear. The

Contractor shall also turn over to WMATA all electronic files, databases,

records, documentation, and all other information associated with

services provided in accordance with the Contract.

1.29 List of Schedules

The following attachments to this RFP are key documents and templates for preparation of Contractors’ Proposals. Contractors should comment on and/or complete each of the following documents in accordance with the instructions provided and include them in sequence in their Proposals.

Schedules & Exhibits to this RFP:

Schedule A Contract Terms & Conditions

Schedule B Silver Line Mobilization & Start-up

Schedule C Silver Line Operations & Maintenance Services

Schedule D Performance Standards Terms

Exhibit D-1 Key Performance Indicators (KPIs)


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Schedule E Pricing Instructions & Template – Mobilization (Including Rail Operations Option)

Schedule F Pricing Instructions & Template – Mobilization (Excluding Rail Operations Option)

Schedule G Pricing Instructions & Template - Operations & Maintenance (Including Rail Operations Option)

Schedule H Pricing Instructions & Template - Operations & Maintenance (Excluding Rail Operations Option)

Schedule I Pricing Instructions & Template – Rail Operations (Rail Operations Option Only)


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1.30 Statement of Work

This Statement of Work (SOW) is issued under and pursuant to the Silver Line

Operations & Maintenance Request for Proposals (“RFP”). This Statement of Work is

broken into two phases and represents work that shall be completed during Mobilization

Services and Start-up (Phase 1) and Operations and Maintenance Services (Phase 2).

In the event that WMATA chooses not to exercise the Rail Operations option of this

RFP, the statements of work described in sections 1.30.1 and 1.30.2 will only apply to

the SLE maintenance and station operations.

This is an introduction to the Schedules attached and will form the basis for structuring

the conforming contractual documents with the Contractor’s RFP response should

WMATA elect to proceed with the Contractor.

Capitalized terms used but not defined in this SOW will have the meanings given them in

the RFP.

Phase 1 – Mobilization and Start-up Services

Statement of Work Name: Mobilization and Start-up Services

Mobilization and Start-up Services Effective Date: The date that WMATA

issues a Notice to Proceed (NTP) to the Contractor.

Mobilization and Start-up Services Work Order Term: Beginning on the

Mobilization and Start-up Effective Date through WMATA’s acceptance of the

Contractor’s successful completion of the Mobilization & Start-up Services

necessary to commence providing the Silver Line Operations & Maintenance

Services set forth in Schedule C, unless terminated earlier in accordance with the

terms of the Contract.

Statement of Work for Mobilization and Start-up Services Overview

As further described and supplemented in more detail in Schedule B, attached

is the high-level services to be performed under Mobilization and Start-up

Services. It includes all necessary Mobilization and Start-up Services required to

perform the Silver Line Operations & Maintenance Services as set forth in

Schedule C. The Contractor’s completion of the Mobilization & Start-up Services

will require WMATA acceptance. In the event that WMATA chooses not to

exercise the Rail Operations option of this RFP, Phase 1 of this statement of work

will include maintenance and station operations only.

Mobilization and Start- up Services Liaisons

Except for operational notices with respect to day-to-day performance and receipt

of the Services (which may be given informally by email or as otherwise set forth in

Schedule B or agreed by the parties), any notice required or permitted to be given

under this Mobilization and Start-up Services will be given in writing in accordance

with Section 2.44, Article 44 (Notices) of the Contract and addressed to

the Statement of Work Liaison of the other party at the address given above.


43

If the notice is of a legal or contractual nature, a copy will also be provided to the representative of the receiving party designated below:

In the case of WMATA: In the case of Contractor:


________________________

[email protected] ________________________

202-962-1806 ________________________

Attn: ____________________

Phase 2 – Maintenance and Station Operations Services

Statement of Work Name Phase 2: Maintenance and Station Operations

Services

Maintenance and Station Operations Services Effective Date: Target date is

June 2020

Maintenance and Station Operations Services Work Order Term: Initial

term is five (5) years from the Maintenance and Station Operations Effective Date, unless terminated earlier in accordance with the terms of the Contract. Maintenance and Station Operations Service Renewal Options: Maintenance and Station Operations, as set forth in Schedule C shall consist of sequential options, each up to five (5) years in length. WMATA shall have six (6) such options to renew.

Maintenance and Station Operations Statement of Work Overview

As further described and supplemented in more detail in Schedule C (Operations and Maintenance Services) attached are the high-level services to be performed under this Schedule C include:

Performing all tasks necessary to provide Station Operations;

Performing all necessary maintenance on the railcars assigned to the Silver Line Service; and

Maintaining the Silver Line Extension infrastructure including the fixed aerial guideway, track structure, automatic train control system, power distribution system, stations and yard facilities located on the Silver Line Extension.


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These services are contingent on Contractor’s successful completion of the Mobilization & Start-up Services described herein. In the event that WMATA chooses not to exercise the Rail Operations option of this RFP, this Phase 2 statement of work will include maintenance and station operations only.

Phase 2 (option) – Rail Operations

Statement of Work Name Phase 2 (option): Rail Operations

Operations and Maintenance Services Effective Date: Target date is June 2020

Rail Operations Work Order Term: Initial option is five (5) years from the Operations and Maintenance Service Effective Date, unless terminated earlier in accordance with the terms of the Contract. Rail Operations Renewal Options: Rail Operations, as set forth in Schedule C shall consist of sequential options, each up to five (5) years in length. WMATA shall have six (6) such options to renew.

Rail Operations Statement of Work Overview

As further described and supplemented in more detail in Schedule C (Operations and Maintenance Services) attached are the high-level services to be performed under this Schedule C include:

Operating all Silver Line Service trains:

These services are contingent on Contractor’s successful completion of the Mobilization & Start-up Services described herein. Operations and Maintenance Statement of Work Liaisons

Except for operational notices with respect to day-to-day performance and receipt

of the Services (which may be given informally by email or as otherwise set forth in

this SOW or agreed by the parties), any notice required or permitted to be given

under this SOW will be given in writing in accordance with Article 44 (Notices) of

the Contract and addressed to the Statement of Work Liaison of the other party at

the address given above.

If the notice is of a legal or contractual nature, a copy will also be provided to the

representative of the receiving party designated below:

In the case of WMATA: In the case of Contractor:


________________________

[email protected] ________________________


45

202-962-1806 ________________________

Attn: ____________________

Statement of Work Contents for Mobilization and Start-up Services and Operations and Maintenance Services

As part of the RFP, this SOW is comprised of this cover document and the

following Schedules (and their respective attachments, if any):

Schedule B - Silver Line Mobilization & Start-up

Schedule C - Silver Line Operations & Maintenance Services

Schedule D - Key Performance Indicators (KPIs)

Schedule E - Pricing Instructions & Template – Mobilization (Including Rail Operations Option)

Schedule F - Pricing Instructions & Template – Mobilization (Excluding Rail Operations Option)

Schedule G - Pricing Instructions & Template - Operations & Maintenance (Including Rail Operations Option)

Schedule H - Pricing Instructions & Template - Operations & Maintenance (Excluding Rail Operations Option)

Schedule I - Pricing Instructions & Template – Rail Operations (Rail Operations Option Only)


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1.31 Glossary of Defined Terms

The following terms are used in this RFP and supporting documents, including the Statements of Work. Certain of the terms are defined in the respective Statements of Work but are referenced below:

ADA. Americans with Disabilities Act of 1990, as it may be amended from time to

time.

Agreement: The Contract to be negotiated and entered into by WMATA and a

successful Contractor for the Work described in this RFP.

Aerial Fixed Guideway: A portion of heavy rail track (including the power

distribution and signaling system) that carries transit tracks and spans above land or

water surfaces.

Amount At Risk: Has the meaning given in Section 5.2.1 of Schedule D.

Automatic Fare Collection Gates (AFC Gates or Faregates): The machine at the entrance to Metrorail passenger stations that records information onto, and collects fare from, the farecard as a patron enters and exits the system

Automatic Train Control (ATC): A general class of train protection systems for railways that involves a speed control mechanism in response to external inputs. At WMATA, ATC is composed of three subsystems: Automatic Train Protection (ATP); Automatic Train Operation (ATO), and Automatic Train Supervision (ATS).

Automatic Train Operation (ATO): The part of the ATC System that provides automatic train stopping and starting at passenger station platforms and provides speed control compensation for varying conditions of grade and curvature.

Automatic Train Protection (ATP): The part of the ATC System whose primary purpose is to maintain train separation through the Automatic Block Signaling System and to issue limiting speed commands generated by the local Train Control Room (TCR).

Automatic Train Supervision (ATS): The part of the ATC System designed to

control train routing and scheduling.

BAFO: Best and Final Offer.

Balise: An unpowered transponder mounted on a tie at the centerline of a track that transmit information to passing trains.

CDRL: Contract Deliverable Requirements List, which is a listing of required

deliverables under the Contract.

Compliance Date: Has the meaning given in Section 5.2.1 of Schedule A.


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Contract Administrator (COTR): WMATA employee assigned to ensure

compliance with the terms of the Contract.

Contracting Officer: WMATA contact person responsible for all matters regarding

this RFP.

Contractor: A successful Proposer who enters into a Contract with WMATA to

provide the Services specified in this RFP.

Contractor Liaison: Means the Contractor’s designated SOW Liaison.

Cooperative Agreement: Has the meaning given in Section 3.1.1 of Schedule B.

Corrective Maintenance: A task performed to identify, isolate, and rectify a fault

so that the failed equipment, machine, or system can be restored to an operational

condition within the tolerances or limits established for in-service operations.

Credit Amount: Has the meaning given in Section 5.2.1 of Schedule A.

Data Room: (whether capitalized or not) means the virtual secure data room which

contains supplemental information provided by WMATA as part of this RFP.

Double Crossover: A combination of a crossing with two right-hand and two left-

hand switches and curves between them within the limits of the crossing and

connecting the two intersecting tracks on both sides of the crossing and without the

use of separate turnout frogs.

Dulles Corridor Metrorail Project: The project being managed by the

Metropolitan Washington Airports Authority (MWAA) responsible for constructing

the Silver Line Extension.

Dulles Yard: As further described in the RFP, SLE Phase 2 will include a yard

near Washington Dulles International Airport (the Dulles Yard) which provides initial

capacity to store 184 railcars with space to expand to 228 railcars. The Dulles Yard

also includes a Service and Inspection Facility for maintenance of railcars, a railcar

wash facility, a facility for maintaining Maintenance of Way equipment, a

warehouse, a transportation building and a vehicle storage facility. The yard and

maintenance facility will be the largest on the WMATA system. See also Section

5.6 of Schedule C.

Emergency Maintenance: Work required to eliminate imminent hazards to life,

health and safety, to prevent imminent damage to equipment or property, to restore

security, or to prevent disruption of an essential activity.

Environmental Management Program (EMP): A plan setting for procedures for

managing any transit-related activity that might affect the environment, and to

mitigate any adverse effects caused by such activities.

Federal Transit Administration (FTA): The agency within the United States

Department of Transportation responsible for providing funding and technical


48

support to local public transportation systems, conducting transit industry safety

oversight, and conducting transit-related research.

Fire Marshal’s Office (FMO): The office within WMATA responsible for Fire and

Life Safety (FLS). The Fire Marshal’s responsibilities include communication with

emergency responders, training of internal and external personnel on FLS topics,

review of construction plans for compliance with fire and safety codes and

development and implementation of procedures for regular testing of smoke

detection devices.

Fiscal Year: WMATA’s fiscal year that begins on July 1 and ends in the following

year on June 30.

Gap Train: A train stored on a pocket track for possible insertion into a gap in the schedule if another train must be removed from service or if additional service is required

Including: (and any of its derivative forms) means including but not limited to.

Infrastructure: Includes all structures, buildings, equipment and components of

the aerial guideway, at-grade retaining walls, bridges, tunnels, track structure, ATC,

power distribution system, Dulles Yard and stations (including at-grade walkways,

landscaping and signage).

Interlocking: A system of signals and tracks designed to prevent conflicting

movement of trains through a crossover or junction.

Key Performance Indicator (KPI): Has the meaning given in Section 5.2.1 of

Schedule A.

Key Personnel: Refers to the individuals filling the positions specified in Section

4.7.1 of Schedule C.

KPI Credit: Has the meaning given in Section 5.2.1 of Schedule A and represents

an amount of the Contractor’s compensation that it has failed to earn because of

sub-standard performance.

KPI Failure: Has the meaning given in Section 5.2.1 of Schedule A.

KPI Table: Has the meaning given in Section 5.2.1 of Schedule A.

Maintenance Operations Center (MOC): The facility from which all Metrorail

maintenance activities are coordinated and monitored.

MAP-21: Federal legislation that, among other things, authorized funding for the

FTA in FY 2013 and 2014, expanded the FTA’s authority to oversee transit industry

safety and mandated that large transit agencies create Transit Asset Management

(TAM) Plans.

Major Collision/Incident: Includes a collision with another train, whether on the

track or in a yard; an equipment-related injury and/or possible equipment failure


49

(example: vehicle brake failure); any red signal overrun, any incident resulting in

property damage equal to or exceeding $25,000 ($25,000 estimate aggregate

damage to all property involved); any incident-related fatality; any incident resulting

in three or more passenger injuries and/or a life-threatening injury requiring transport

from the scene to a medical facility; any incident involving a fatality or injury involving

a trespasser; and any fire/thermal event involving a train, station or the Dulles Yard.

Maximo: WMATA’s maintenance management system used for work order,

incident and track defect tracking. Maximo Work Orders (WO) specify a task and the

labor, materials, services and tools required to complete the task.

Measurement Period: Has the meaning given in Section 5.2.1 of Schedule A

Metropolitan Washington Airports Authority (MWAA): An agency created in

1987 by the District of Columbia and the State of Virginia. The agency leases and

operates the Ronald Reagan Washington National Airport and the Washington

Dulles International Airport and operates the Dulles Toll Road and the Dulles Airport

Access Highway. MWAA is managing the Dulles Corridor Metrorail Project, which is

constructing the Silver Line Extension.

Metro Transit Police Department (MTPD): A multi-jurisdictional police department

established by Congress responsible for providing protection for Metrorail and

Metrobus patrons, personnel, transit facilities, and revenue. MTPD police officers

have jurisdiction and arrest powers throughout the 1,500-square mile Transit Zone

served by WMATA that includes Maryland, Virginia, and the District of Columbia for

crimes that occur in or against Transit Authority facilities.

Metrorail: The heavy rail system operated by WMATA. The system includes six

lines (the Red, Blue, Orange, Yellow, Green and Silver.)

Mobilization & Startup Plan or Plan: Has the meaning given in Section 3.1.2 of

Schedule B.

Monthly Performance Report: Has the meaning given in Section 5.2.1 of

Schedule A.

MTPD: Metro Transit Police Department

Non-revenue Vehicle: A vehicle that is used to support transit services but is not

used in Revenue Service.

Normal Wear and Tear: In the aggregate for any occurrence, costs more than

$10,000 to repair or reconstruct.

NTP: Notice to Proceed.

OEM: Original Equipment Manufacturer.

Offeror: Any person or firm submitting a competitive proposal.


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Operational Readiness Activities: Has the meaning given in Section 3.1.1 of

Schedule B.

Operational Readiness Date or ORD: Has the meaning given in Section 3.1.1 of

Schedule B.

Operators: The personnel (other than security agents) scheduled to be aboard

trains in revenue operations.

OSHA: Occupational Safety and Health Administration.

Overhaul/Rehabilitative Maintenance: Work that requires partial or complete

disassembly of an item, inspection to detect damaged, defective, or worn parts,

repair or replacement of such parts, and reassembly, testing, and trial-run prior to

returning the item to its full operating level.

Performance: The Contractor’s action or process of carrying out or accomplishing

every action, task and function required Statement of Work and specifications. And

Contractor’s ability to function in a reliable and otherwise satisfactory manner under

actual operating conditions. Also, the ability of a Contractor to comply, during the

expected Contract life, with all contractual terms and conditions specified in this

RFP.

Phase 2 Rail Activation Plan: The plan referred to in Section 3.1.1 of Schedule

B.

Pre-Revenue Operations: Has the meaning given in Section 3.1.1 of Schedule B.

Preventive Maintenance: The care and servicing by personnel to maintain

equipment and facilities in satisfactory operating condition by providing for

systematic inspection, detection, and correction of incipient failures either before

they occur or before they develop into major defects.

Program Maintenance: A planned set of tasks undertaken to modify or refurbish

an asset or group of assets. Replacing ten percent of the ties in a line or installing a

new customer communications system on a series of railcars would be examples of

program maintenance.

Proposal: A written document submitted by a prospective Contractor in response

to the Request for Proposals.

Rail Operations Central Control (ROCC): The facility at Carmen Turner from

which train control and supervision is accomplished for the entire Metrorail system.

Rail Operations Supervisor: A Rail Operations Supervisor is an employee

responsible for dispatching trains from initial terminal in coordination with the ROCC,

checking stations and trains for compliance with standard operating procedures, and

coordinating with the ROCC and Station Managers to respond to emergencies.


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Revenue Equipment: Includes all railcars assigned to the Silver Line Service and

maintained by the Contractor at Dulles Yard, Largo City Center and New Carrollton

yard.

Revenue Operations Date or ROD: Has the meaning given in Section 3.1.1 of

Schedule B.

RFP: Means this Request for Proposal, including the SOWs attached hereto.

SAFE: WMATA’s Department of System Safety and Environmental Management.

Scheduled Substantial Completion Date or SSCD: Has the meaning given in

Section 3.1.1 of Schedule B.

Services or Work: Means, collectively, all services, work, functions, activities, roles

and responsibilities (collectively, sometimes referred to as “functions”) to be

provided or carried out by Contractor, as contemplated by this RFP. The term

includes any and all of the labor, material, services, supervision, tools, machinery,

equipment, supplies, facilities, and support used by Contractor in accordance with

achieving the specification and requirements for which WMATA has contracted with

the Contractor as called for by the agreement (inclusive of this RFP and all

Schedules and SOWs hereto) and necessary to the completion thereof. If any

functions related to the foregoing that are not specifically described in the RFP

(including the Terms & Conditions and Statements of Work) are reasonably required

for proper performance and provision of the Services or Work described in the RFP,

such functions will be deemed to be implied by and included within the scope of the

Services or Work to the same extent and in the same manner as if specifically

described in the RFP (i.e., they will be provided at no additional charge to WMATA).

Shall, Will, Must (whether capitalized or not): Indicates a mandatory requirement.

Silver Line Extension (SLE): Means the 23.2 route mile portion of the Silver Line

Service extending from KN Junction (which is located between the East Falls Church

and West Falls Church stations on the Orange Line) to the Ashburn Station (which is

located on the median of the Dulles Greenway near the intersection with Route 772

in Loudoun County, Virginia). When complete, the Silver Line Extension will serve 11

stations, including a station at Washington Dulles International Airport. The Silver

Line Extension also includes the Dulles Yard (as further described in the Statement

of Work).

Silver Line Mobilization Committee or Committee: Has the meaning given in

Section 3.1.4 of Schedule B.

Silver Line Service: Means, as of the date of this RFP, the Metrorail service

operating between Largo Town Center and Wiehle-Reston East. Upon completion of

Phase 2 of the Silver Line Extension, the western terminal station of the Silver Line

Service will be extended from Wiehle-Reston East to Ashburn. The Silver Line

Service operates over the Silver Line Extension and portions of WMATA’s Orange


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and Blue Metrorail lines. Upon completion of Phase 2 of the Silver Line Extension,

the Silver Line Service will operate over 44.1 miles and serve 34 stations.

Single Crossover: A pair of turnouts with track between them, connecting two nearby and usually parallel tracks.

SLE: Silver Line Extension.

SLE Phase 1: Means the portion of the Silver Line Extension between KN Junction

and Wiehle-Reston East opened in July 2014. Phase 1 includes stations at McLean,

Tysons Corner, Greensboro, Spring Hill and Wiehle-Reston.

SLE Phase 2: Means the portion of the Silver Line Extension between Wiehle-

Reston East and Ashburn scheduled to enter service during 2020. Phase 2 includes

stations at Reston Town Center, Herndon, Innovation Center, Washington Dulles

International Airport, Loudoun Center and Ashburn and the Dulles Yard.

SLE Stations: The McLean, Tysons Corner, Greensboro, Spring Hill, Wiehle-

Reston East, Reston Town Center, Herndon, Innovation Center, Washington Dulles

International Airport, Loudoun Gateway and Ashburn stations.

SME: Subject Matter Expert.

Solution: Means the full scope of the Contractor’s proposal with which Contractor

proposes “how” to provide the Services.

SOW: Statement of Work.

SOW Liaisons: Refers to the parties’ principal points of contacts identified in the

SOW.

Schedule B: Refers to Silver Line Mobilization & Start-up attached to this RFP.

Schedule C: Refers to Silver Line Operations & Maintenance attached to this RFP.

State of Good Repair: The Federal Transit Administration (FTA) defines State of

Good Repair as the condition in which an asset is able to operate at a full level of

performance. Three standards the FTA applies include (1) is the asset is able to

perform its design function? (2) Does use of the asset in its current condition does

not pose a known unacceptable safety risk? (3) Have the asset’s life-cycle

investment needs been met or recovered, including all scheduled maintenance,

rehabilitation and replacements? (FTA/MAP 21 Final Rule, July 2016).

Statement of Work: Means the Contractor’s complete and integrated response to

WMATA’s request for Services to be performed and delivered by Contractor and the

interface of those Contractor-provided Services with any dependent or related

functions for which WMATA (or its third-party service provider) will retain

responsibility.

Statement of Work Effective Date: Refers to the effective date for the applicable

SOW (e.g., see Schedule B and Schedule C).


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Station Manager: An employee who oversees activity in a Metrorail station and

serves as the head official in a station. The Station Manager's Office is the kiosk

located near the fare gates.

System Safety Program Plan (SSPP): A plan developed in accordance with the

revised FTA Final Rule (April 29, 2005): Code of Federal Regulations title 49, part

659; Rail Fixed Guide-Way Systems; State Safety Oversight. This SSPP was

prepared in accordance with FTA-WMATA Safety Oversight (FWSO) requirements

that includes a series of required activities that must be undertaken to ensure the

safety of WMATA’s customers, employees, emergency responders and the public.

The System Safety Program includes the application of a management structure,

safety analysis techniques, accident/incident investigation, internal safety auditing,

hazard management, safety and security certification, emergency management and

fire protection and fire suppression requirements.

TBD: To be determined

Technical Proposal: Means a Contractor’s offer to provide the Services requested

in this RFP.

Train Control Room (TCR): A room located at each Metrorail passenger station

that contains the electronic and electrical components necessary to implement the

ATP, ATS and ATO subsystems of the ATC, including the electronics associated

with the track circuits monitored and controlled from that location.

Train Operator: A qualified employee aboard a rail vehicle who has direct and

immediate control of the vehicle.

TRST-1000: Refers to the Track Maintenance & Maintenance Procedures

document included in the Data Room.

Turnout: An arrangement of a switch and a frog, together with closure rails, by

means of which rolling stock may be diverted from one track to another.

Wayside Signal: A signal located beside a track to provide information to a Train

Operator. On WMATA most information is provided through signals located in the

train cab rather than through wayside signals. However, WMATA employs wayside

signals at interlockings and at the entrance to pocket tracks.

WMATA: Washington Metropolitan Area Transit Authority.

WMATA Liaison: Means the WMATA designated SOW Liaison.

Working Days: Normal business days of WMATA offices, unless otherwise

specifically noted. For clarity, the Services will be performed seven (7) days per

week all year.


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SCHEDULE A – TERMS AND CONDITIONS

2.1 ARTICLE 1 - DEFINITIONS

Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them. The following definitions shall apply throughout the Contract:

“ADA” means the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §12101, et. seq.

“Authorized Signee” means the person with authority to bind the Proposer and who exercises that authority by executing the Contract on the Proposer’s behalf.

“Agreement or Contract” Mean this agreement, specifically consisting of the documents described below in the Article entitled “Documents Forming the Contract,” and any amendments thereto.

“Capital Improvement” means improvements made by the Contractor to improve the quality and/or efficiency with which it provides the Service, but which were not otherwise required by the Contract.

“Contract Administrator” means the WMATA employee who is delegated authority from the Contracting Officer to assist the Contracting Officer with formation and administration of the Contract.

“Contracting Officer” means the WMATA employee with warrant authority delegated from the Chief Procurement Officer to act on behalf of WMATA.

“Contractor” means the individual, firm, company, corporation, partnership, or association entering into this Contract with WMATA. The Contractor shall be identified on the Contract Award and Signature Page. Wherever used in this Contract, the term “Contractor” shall also refer to the Contractor’s employees, agents, subcontractors, and any designated representative, whose authority to act on the Contractor’s behalf shall be delegated in writing.

“Fiscal Year” means WMATA’s fiscal year that begins on July 1 and ends in the following year on June 30.

“Guaranteed Amortization Schedule” means the repayment timing and payment amount by which WMATA will compensate the Contractor for certain Capital Improvements.

“KPI” means Key Performance Indicator.

“MTPD” means the Metro Transit Police Department.

“Non-revenue Vehicle” means a vehicle that is used to support transit services but is not used in Revenue Service.


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Normal Wear and Tear: In the aggregate for any occurrence, costs more than $10,000 to repair or reconstruct.

“Work” / “Service” shall both mean all of the total materials, equipment, labor, and expertise to be provided by the Contractor to achieve the ends the Contractor has agree to meet in exchange for the agreed upon compensation from WMATA. Work/Services are more fully detailed in the Statement of Work and other Contract documents, including any administrative, design, documentation, engineering, equipment, installation, labor, legal, management, manufacturing, materials, supervision, testing, verification, and any other duties and services, professional or otherwise, to be furnished and provided by the Contractor under the terms of this Contract.

Working Days. WMATA’s normal days of operation (Monday-Sunday), unless otherwise specifically noted.

WMATA. Washington Metropolitan Area Transit Authority.

WMATA-Furnished Property. Property in the possession of, or directly acquired by WMATA and subsequently furnished to the Contractor for performance of the Contract. WMATA-furnished property includes, but is not limited to, rolling stock, existing spares and existing inventories for parts for repair and maintenance. WMATA-furnished property also includes Contractor acquired property, if the Contractor acquired property is a reimbursable deliverable when accepted by WMATA for continued use under the Contract.

WMATA Property. Property or all kinds, including material, equipment, tooling, special test equipment, real property, personal property, intellectual property, and any licenses for the use of intellectual property that is owned or leased by WMATA. WMATA Property also includes both WMATA-furnished property and Contractor-acquired property for the purpose of provide the Services.

Loss of WMATA property. Means intended, unintended, unforeseen, or accidental loss, damage or destruction of WMATA property that reduces WMATA’s expected economic benefits of the property of the Services for which the property was/is to be used. Loss of WMATA property does not include normal wear and tear, obsolescence or manufacturing defects that are not the fault of the Contractor. Loss of WMATA property does include, but is not limited to, (1) items that cannot be found after a reasonable search; (2) theft; (3) damage resulting in unexpected harm to property requiring repair to restore the item to useable condition; or (4) destruction resulting from incidents that render the item useless for its intended purpose or beyond economical repair.

“Subject Data” means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Contract to WMATA. “Subject Data” includes graphic or pictorial delineations in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information.


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“Subcontractor” is any entity that has contracted with the Contractor for any purpose related to the Work or this Agreement.

2.2 ARTICLE 2 - DOCUMENTS FORMING THE CONTRACT

This Contract consists of the following: (1) these Terms and Conditions 2) Statement of Work; (3) Price Schedule; (4) Exhibits and Attachments and (5) amendments and modifications to the foregoing executed in accordance with this Contract.

2.3 ARTICLE 3 - CONTRACT ORDER OF PRECEDENCE

(a) Any inconsistency in the Contract shall be resolved by giving precedence to the following order: (a) any Statement of Work provision that references its supremacy over the terms and conditions; (b) Special Conditions; (c) terms and conditions (d) Statement of Work; (e) the specifications; (f) drawings, if any; (g) other documents, exhibits, and attachments generated by WMATA and specifically made part of the Contract by a writing signed by a WMATA representative with authority; and (h) any technical proposal attached to the Special Conditions. In the event of a conflict within or between provisions entitled to equal precedence, the more stringent requirement shall apply.

2.4 ARTICLE 4 - WMATA’S CONTRACT ADMINISTRATION

Contracting Officer. WMATA’s Contracting Officer shall be identified by name on the Contract Award and Signature Page. The Contracting Officer shall have the sole authority to enter into, modify or terminate this Contract, and these duties may not be delegated except by written instrument authorized by the Chief Procurement Officer.

Contract Administrator. The Contracting Officer may designate a Contract Administrator, to assist in the award and general administration of this Contract. Contract Administrator only has authority up to the amount delegated by the Contracting Officer. The designated Contract Administrator must consult and seek the guidance and/or approval of the Contracting Officer regarding any contract actions necessary.

2.5 ARTICLE 5 - EFFECTIVE DATE, PERIOD OF PERFORMANCE

Effective Date. The Effective Date of this Contract is the first date on which the Agreement is fully executed.

Period of Performance. Performance, of all or any portion of the SOW, shall commence upon issuance of a Notice to Proceed signed by the Contracting Officer.

2.6 ARTICLE 6 - OPTIONS

Option Years v. Optional Services. WMATA has the unilateral right to extend this Contract by exercising up to six (6) options of up to five (5) years each. This


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Contract may also include optional services in both the base years and the option years. If WMATA elects to include any optional services in the base years, it may, but is not required to, include the optional services in the option years.

Notice. WMATA may exercise the option years by written notice to the Contractor prior to commencement of the option year. WMATA shall give the Contractor a preliminary notice of its intent to exercise an option year within a reasonable time before the Contract expires. The preliminary notice does not commit WMATA to exercise an option. The notice to the Contractor shall state whether or not WMATA elects to include the optional services in the option year. Any notice stating that WMATA elects to include the optional services, shall only apply to the upcoming option year, for which the notice is given. Nothing contained herein creates an obligation upon WMATA to include the optional services in subsequent option years.

Options - Evaluation

In awarding this Contract, the Contracting Officer shall evaluate offers for any option quantities or periods contained in a solicitation in accordance with PPM §§ 4-21 through 4-23.

Options - Exercise

(a) When exercising an option, the Contracting Officer shall provide written notice to the Contractor within a reasonable amount of time before exercising the option.

(b) When the Contract provides for economic price adjustment and the Contractor requests a revision of the price, the Contracting Officer shall determine the effect of the adjustment on prices under the option before the option is exercised.

(c) In accordance with PPM § 4-23, the Contracting Officer may exercise options only after determining that-

(i) Funds are available;

(ii) The requirement covered by the option fulfills an existing WMATA need;

(iii) The exercise of the option is the most advantageous method of fulfilling WMATA’s needs, when price and other factors are considered.

(iv) Contractor is not listed in the System for Award Management’s Exclusions (See www.sam.gov).

(v) The Contractor’s past performance evaluations on other Contract actions have been considered; and


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(vi) The Contractor’s performance on this Contract has been acceptable in that it received satisfactory ratings.

(d) The Contracting Officer, after considering price and other factors, shall make the determination on the basis of one (1) of the following:

i) A new solicitation fails to produce a better price or a more advantageous offer than that offered by the option. If it is anticipated that the best price available is the option price or that this is the more advantageous offer, the Contracting Officer should not use this method of testing the market.

ii) An informal analysis of prices or an examination of the market indicates that the option price is better than prices available in the market or that the option is the more advantageous offer.

iii) The time between the award of the Contract containing the option and the exercise of the option is so short that it indicates the option price is the lowest price obtainable or the more advantageous offer. The Contracting Officer shall take into consideration such factors as market stability and comparison of the time since award with the usual duration of Contracts for such supplies or services.

(e) The determination of other factors under subparagraph (d), should take into account WMATA’s need for continuity of operations and potential costs of disrupting operations.

(f) Before exercising an option, the Contracting Officer shall make a written determination for the Contract file that the exercise is in accordance with the terms of the option, and the requirements of this clause. To satisfy requirements for full and open competition, the option must have been evaluated as part of the initial competition and be exercisable at an amount specified in or reasonably determinable from the terms of the basic contract, such as:

i) A specific dollar amount;

ii) An amount to be determined by applying provisions (or a formula) provided in the basic contract, but not including renegotiation of the price for work in a fixed-price type contract;

iii) In the case of a cost-type contract, if the option contains a fixed or maximum fee; or the fixed or maximum fee amount is determinable by applying a formula contained in the contract;

(vii) A specific price that is subject to an economic price adjustment provision; or


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(viii) A specific price that is subject to change as the result of changes to prevailing labor rates provided by the U.S. Secretary of Labor.

Option for Increased or Decreased Quantities of Supplies or Services

WMATA may increase or decrease the quantities of supplies or services called for in the Price Schedule, at the unit price specified. WMATA may also require the delivery of a numbered line item, identified in the Price Schedule as an option item, in the quantity and at the price stated in the Price Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within a reasonable amount of time before exercising the option. Delivery of the added items shall continue at the same rate as the like items called for under the Contract, unless the parties agree otherwise, in writing.

Options to Extend Services

WMATA may require continued performance of any services within the limits and at the rates specified in this Contract. These rates may be adjusted only as a result of revisions to the prevailing labor rates provided by the U.S. Secretary of Labor. This option provision may be exercised more than once, but the total extension of performance thereunder shall not exceed six (6) months. The Contracting Officer may exercise the option by written notice to the Contractor within a reasonable amount of time exercising the option.

Option to Extend the Term of the Contract

(a) WMATA may extend the term of this Contract by written notice to the Contractor within a reasonable amount of time exercising the option, provided that WMATA gives the Contractor a preliminary notice of its intent to extend within a reasonable amount of time before the Contract expires. The preliminary notice does not commit WMATA to the extension.

(b) The total duration of this Contract, including any options under this article shall be reasonable as determined by the Contracting Officer in consultation with counsel (COUN).

Options Exercised Out Of Sequence

WMATA may exercise options at any time, including during the base period, and in any sequence, even if it varies from the sequence stated in the Price Schedule. The Contractor may be entitled to an equitable adjustment in the Contract price, if exercising the option out of sequence causes any undue delay in performance of this Contract. If options are extended during the base period or out of sequence, any previously agreed to economic price adjustment for exercise of the option may not apply, at the Contracting Officer’s discretion.


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2.7 ARTICLE 7 - CONSIDERATION

In consideration of the Contractor’s satisfactory performance of the Work in full compliance with the Contract, WMATA shall pay the Contractor in accordance with the Statement of Work and the Price Schedule.

WMATA shall not pay the Contractor for any Work performed prior to the Notice to Proceed.

WMATA shall not be required to pay any amount in excess of the firm fixed price, unless the parties have otherwise agreed in writing, or the Contractor has secured a written amendment to this Contract providing for such increase.

2.8 ARTICLE 8 - TAX EXEMPTION

WMATA’S Tax Exempt Status

Pursuant to Article XVI, Paragraph 78, of the Washington Metropolitan Area Transit Authority’s Compact, as adopted by the State of Maryland, the District of Columbia, and the Commonwealth of Virginia, with the authorization and consent of the Congress of the United States, WMATA has been accorded an exemption from taxes as follows:

“The Authority and the Board shall not be required to pay taxes or assessments upon any of the property acquired by it or under its jurisdiction, control, possession or supervision, or upon its activities in the operation and maintenance of any transit facility or upon any revenues therefrom, and the property and income derived therefrom shall be exempted from all Federal, State, District of Columbia, municipal, and local taxation. This exemption shall include without limitation, all motor vehicle license fees, sales taxes and motor fuel taxes.”

The Contractor shall not charge WMATA any of the tax from which WMATA is exempt.

2.9 ARTICLE 9 - INVOICING AND PAYMENT

Invoicing and payment procedures shall be in accord with the Statement of Work and the Price Schedule.

2.10 ARTICLE 10 – RESERVED

2.11 ARTICLE 11 - RESERVED

2.12 ARTICLE 12 - NEW MATERIAL

Unless this Contract specifies otherwise, the Contractor represents that the supplies and components, including any former WMATA property identified are new, including recycled (not used or reconditioned) and are not of such age or so deteriorated as to impair their usefulness or safety. If the Contractor believes that furnishing used or reconditioned


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supplies or components will be in the WMATA’s interest, the Contractor shall so notify the Contracting Officer in writing. The Contractor’s notice shall include the reasons for the request along with a proposal for any cost-savings to WMATA, if WMATA authorizes the use of used or reconditioned supplies or components.

2.13 ARTICLE 13 – WARRANTY

Warranty of Supplies

(a) All workmanship, parts and materials furnished for this Contract shall be unconditionally warranted against failures or defects for the period of the manufacturer’s warranty, or the period of performance of this Contract, whichever is longer. The warranty period begins after WMATA accepts them or places them in service, whichever is earlier. The Contractor shall accept WMATA’s records regarding the date the item was placed in service.

(b) In the event that any work covered by the warranty provisions fails during the warranty period, the Contractor shall secure the repair or replacement of the affected part or work within three (3) days without cost or expense to WMATA.

(c) Should the Contractor fail to repair or replace any part or do any work in accordance with the terms of this warranty, or if immediate replacement or work is necessary to maintain operations, WMATA shall have the right to cause such replacement to be made, utilizing its own forces and/or those of third parties as WMATA shall reasonably deem appropriate, at Contractor’s expense.

(d) Each piece of equipment, component or part thereof that the Contractor replaces, repairs, adjusts or services in any manner under the terms of this warranty during the warranty period shall be reported to the Contracting Officer on WMATA’s forms. Each report shall indicate in detail all repairs, adjustments and servicing to each and every component, unit or part thereof.

(e) Any warranty work shall be accomplished with minimum disruption to WMATA’s operations and to its maintenance and service facilities. WMATA shall at its sole discretion determine the availability of facilities for warranty work.

(f) The Contractor shall make adequate service facilities available, along with spare parts, for all the items under warranty. Trained technical service personnel sufficient to meet the Contractor’s warranty obligations shall be available to WMATA.

2.13.1.f.1 The Contractor shall provide field service representatives who are competent and fully qualified in the maintenance and operation of the warrantied items. These field service representatives shall assist WMATA in overcoming any difficulties in the operation or maintenance of the warrantied


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items. They shall further serve as the Contractor’s on-site representatives for any component failure claims or warranty claims under this Contract.

2.13.1.f.2 During the warranty period, a field service representative shall be available within twenty four (24) hours.

The Authority’s rights set forth in this article shall be in addition to those set forth elsewhere in this Contract or otherwise at law or in equity.

Warranty of Services

(a) Definitions.

“Acceptance,” as used in this clause, means the act(s) of WMATA’s authorized representative by which WMATA approves specific services, in partial or complete performance of the Contract.

(b) Notwithstanding inspection and acceptance by WMATA or any provision concerning the conclusiveness thereof, the Contractor warrants that all services performed under this contract will, at the time of acceptance, be free from defects in workmanship and conform to the requirements of this Contract. The Contracting Officer shall give written notice of any defect or nonconformance to the Contractor within thirty (30) days from the date of acceptance by WMATA. This notice shall state either --

2.13.2.b.1 That the Contractor shall correct or re-perform any defective or nonconforming services; or

2.13.2.b.2 That WMATA does not require correction or re-performance.

(c) If the Contractor is required to correct or re-perform, it shall be at no cost to WMATA, and any services corrected or re-performed by the Contractor shall be subject to this clause to the same extent as work initially performed. If the Contractor fails or refuses to correct or re-perform, the Contracting Officer may, by contract or otherwise, correct or replace the services with similar services and charge the Contractor with the cost, or make an equitable adjustment to the Contract price.

(d) If WMATA does not require correction or re-performance, the Contracting Officer shall make an equitable adjustment to the Contract price.

2.14 ARTICLE 14 - HAZARDOUS MATERIALS

The Contractor agrees to submit a Material Safety Data Sheet (U.S. Department of Labor Form OSHA-20), as prescribed in Federal Standard No. 313B, for all hazardous materials five (5) days before delivery of the material, whether or not listed in Appendix A of the Standard. This obligation applies to all materials delivered under this Contract that involve exposure to hazardous materials or items containing these materials.


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“Hazardous material,” as used in this clause, is defined in Federal Standard No. 313B, in effect on the date of this Contract.

Neither the requirements of this clause nor WMATA’s acts or omissions shall relieve the Contractor of any responsibility or liability for the safety of Authority’s, personnel or property.

Nothing contained in this article shall relieve the Contractor from complying with applicable Federal, state, and local laws, codes, ordinances, and regulations (including the requirement to obtain licenses and permits) in connection with hazardous materials.

The Authority’s rights in data furnished under this Contract regarding hazardous materials are as follows:

(a) To use, duplicate and disclose any data to which this clause is applicable. The purposes of this right are to (a) apprise personnel of the hazards that they may be exposed to in using, handling, packaging, transporting, or disposing of hazardous materials (b) obtain medical treatment for those affected by the materials; and (c) have others use, duplicate, and disclose the data for WMATA for these purposes.

(b) To use, duplicate, and disclose data furnished under this article in precedence over any other provision of this Contract providing for rights in data.

(c) The Authority is not precluded from using similar or identical data acquired from other sources.

(d) The data shall not be duplicated, disclosed, or released outside of WMATA, in whole or in part, for any acquisition or manufacturing purpose, if the following legend is marked on each piece of data to which this clause applies -

“This data furnished under this Contract shall not be used, duplicated, or disclosed for any acquisition or manufacturing purpose without the Contracting Officer’s permission. This legend shall be marked on any reproduction of this data.”

(e) The Contractor shall not place any restrictive legend on any data that (i) the Contractor or any subcontractor previously delivered to WMATA without limitations; or (ii) should be delivered without limitations under the “Rights in Technical Data” clause.

(f) The Contractor shall insert this article with appropriate changes in the designation of the parties, in subcontracts at any tier (including purchase designations or purchase orders) under this Contract involving hazardous materials.


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2.15 ARTICLE 15 - CONTRACT CLOSEOUT

Contract Closing Procedures. Upon Contractor’s satisfactory performance of the Work in full compliance with this Contract, or upon termination of this Contract, the Contractor shall prepare a plan acceptable to WMATA to transition all assets, Work, and Services to the care, custody and control of WMATA upon final payment.

Final Payment. Prior to final payment under the Contract, and as a condition precedent thereto, the Contractor shall execute and deliver all Closing Documents to WMATA upon final payment, this Contract shall be considered closed; provided, however that certain provisions of this Contract shall, by their nature, survive termination.

2.16 ARTICLE 16 - RECORDS AND DATA

For a period of seven (7) years following Contract closing, the Contractor shall maintain, preserve and make available to WMATA and any of its authorized representatives access at all reasonable times to any books, documents, papers and records of Contractor which are directly pertinent to this Contract for the purposes of making audits, examinations, excerpts and transcriptions.

The Contractor shall maintain and WMATA shall have the right to examine and audit all records and other evidence sufficient to reflect properly all prices, costs, or rates negotiated and invoiced in performance of this Contract. This right of examination shall include inspection at all reasonable times of the Contractor’s offices engaged in performing the Contract.

If this Contract is completely or partially terminated, the Contractor shall make available the records relating to the Work terminated until five (5) years after any resulting final termination settlement. The Contractor shall make available records relating to appeals under the Disputes clause or to litigation or the settlement of claims arising under or relating to this Contract until such appeals, litigation, or claims are finally resolved.

This Article 16 - “Records and Data” - applies with equal force and effect to any subcontractors hired by the Contractor to perform Work under this Contract. The


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Contractor shall insert this provision in all subcontracts under this Contract and require subcontractor compliance therewith.

2.17 ARTICLE 17 - PERFORMANCE OF WORK

Statement of Work. The Contractor shall provide WMATA with the Work set forth in the Statement(s) of Work, as may be modified.

Notice to Proceed. The Contractor shall not commence performance of Work nor be entitled to reimbursement of any costs incurred before WMATA has issued a written Notice to Proceed.

Time of Performance.

(a) Time is of the essence. The Contractor shall complete the phases of Work in accordance with the agreed-upon work schedule included in the Statement of Work, if any. The work schedule shall include allowances for time required for WMATA’s review and approval and for approvals of jurisdictional authorities. The Contractor shall not exceed the agreed-upon work schedule.

(b) If the Contractor fails to timely submit required deliverable items as set forth on the work schedule, WMATA shall have the right to withhold payment, recover all damages caused by late performance, and/or terminate this Contract in accordance its Termination provision.

(c) The Contractor shall immediately inform WMATA of any delay in the Work that threatens to delay or extend any deadline or timeframe established by the Contract.

2.18 ARTICLE 18 - CHANGE ORDERS AND CONTRACT AMENDMENTS

Change Orders. WMATA may at any time, by written order, make changes within the general scope of this Contract to the description of services to be performed, supplies to be provided; the time allowed for performance; or the place of performance.

(a) If, in the Contracting Officer’s judgment, any change causes an increase or decrease in the cost of, or the time required for, the performance of any part of this Contract, whether or not directly changed by the order, he or she shall make an equitable adjustment to the Contract price, the delivery schedule, or both, and shall modify the Contract, in writing, accordingly.

In any instance where the Contractor asserts a right to an adjustment in the Contract price or time required for performance as the result of a change, it must submit a written claim advising WMATA within thirty (30) days from the date of receipt of the written order directing the change. The claim shall be accompanied by appropriate documentation, supporting the nature and extent of the claimed impact upon the Contract price and/or time required for performance. In any instance where it is not reasonably


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practicable fully project such impact within the thirty (30) day period, the Contractor shall accompany its claim with such supporting documentation as is then reasonably available as along with a statement of the anticipated time frame when the Contractor expects to provide the additional materials. The Contracting Officer shall maintain the right throughout the process to request such additional materials as he or she shall reasonably require in consideration of the claim and shall be under no obligation to conclude his or her consideration of the claim prior to review of all relevant materials. Any adjustment to the Contract price pursuant to this article must be agreed upon or otherwise determined prior to final payment.

(b) If the Contractor’s proposed price adjustment includes the cost of property rendered obsolete or excess by the change, the Contracting Officer shall have the right to prescribe the manner of property disposition.

(c) Disagreement regarding either party’s right to any adjustment in price or time for performance as the result of a change implemented pursuant to this article shall be subject to adjudication in accordance with the “Disputes” article of this Contract. Notwithstanding the pendency of any such dispute, the Contractor expressly acknowledges that it shall remain fully obligated to perform the Contract as so changed.

(d) The Contractor shall promptly notify the Contracting Officer of matters, whether implemented as change orders or otherwise, that the Contractor believes may reasonably result in either an increase or decrease in the Contract price or the time required for performance of any part of the Contract and shall take action as the Contracting Officer directs. The Contractor’s failure to provide such notification shall constitute a waiver of its right to seek an adjustment in the Contract price or time required for such performance.

(e) In no event shall the Contractor be entitled to payment for change orders, additional or extra supplies or services or other modifications to this Contract, unless the Contracting Officer authorizes, it in writing.

2.19 ARTICLE 19 - PRICING OF ADJUSTMENTS

The parties agree that, notwithstanding any interpretation of contract cost principles to the contrary, WMATA will not be liable for interest, however represented, on or as a part of any claim, request, proposal or adjustment, including equitable adjustments, whether it arises under the Contract or otherwise.

As part of its proposal for any Contract modification requiring a price adjustment in excess of $150,000, the Contractor shall submit to the Contracting Officer, cost or pricing data under the conditions described in this paragraph and certify that, to the best of its knowledge and belief, the cost or pricing data submitted is accurate, complete and current as of the date submitted. At the Contracting Officer’s discretion, the Contractor, may be required to submit cost or pricing data for price adjustments less than $150,000.


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The Contractor shall ensure that this article is included in all subcontracts at any tier, if the value of the subcontracted work exceeds $150,000.

2.20 ARTICLE 20 - ACCOUNTING AND RECORD KEEPING FOR ADJUSTMENTS

Applicability. This article shall apply to any adjustment in the Contract price initiated by the Contractor or WMATA.

Forward Price Adjustments. Unless waived in writing, the Contractor shall furnish to the Contracting Officer, a proposed price adjustment in advance of performance of any work for which the price adjustment is requested. The Contractor shall generate such records as are necessary to substantiate all elements of the proposed adjustment, which records shall be specifically segregated and identified in the Contractor’s accounting system as being applicable to the pricing adjustment request.

Post Price Adjustments. This paragraph shall be applicable to price adjustments that either (i) are expected to exceed $50,000; or (ii) arise in connection with a Contract with a base sum in excess of $1,000,000. In addition to the records required pursuant to paragraph (b) above, if pricing of an adjustment under this Contract is not agreed upon between the parties prior to the commencement of work for which the pricing adjustment is requested, the Contractor and any subcontractor engaged in work for which the pricing adjustment is requested, shall maintain accounts and original cost records specifically segregated and identified by job order or other appropriate accounting categories that the Contracting Officer approves for all incurred, segregable costs related to the work for which the pricing adjustment is requested. The Contractor shall maintain accounts and records that segregate and account for the costs of all work associated with that part of the Contract for which the pricing adjustment is requested. The Contractor shall allocate the costs so accumulated between: ( 1) work required under the base Contract; (2) work requested to be reimbursed under the pricing adjustment; and (3) work claimed or determined to be related to other actual or proposed adjustments, including but not limited to, changes orders, differing site conditions, and the like. The accounts and records so established shall accumulate such costs under logical costs groups, such as material, labor, equipment, subcontracts, field overhead and the like. The Contractor shall record these costs on a form approved by the Contracting Officer.

Access to Records. As a condition to WMATA’s obligation to consider any claim for a potential price adjustment under any provision of this Contract, the Contractor shall grant WMATA access to review and ascertain the validity of the accounting records being maintained for segregation of costs, including base cost records, and to audit any such costs as the Contracting Officer deems appropriate.

Limitation on Price Adjustments. If the Contractor or any subcontractor fails to generate, maintain, or make available any records required under this Contract, in addition to any rights to which WMATA may be entitled, the Contracting Officer shall determine whether such failure is willful, deliberate or otherwise precipitated by the Contractor’s bad faith, in which case the Contractor shall not be entitled to any price adjustment for the work in question. Where the Contracting Officer


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determines that the failure was not the result of the Contractor’s bad faith, he or she shall determine the reasonable direct costs of the work for which records are not available, and add a single mark-up for indirect expenses not to exceed ten percent (10%) of the direct costs based on:

(a) An audit of the Contractor’s or subcontractor’s records made available to WMATA; and/or

(b) The Authority’s estimate as the Contracting Officer adopts or modifies.

In no event shall the Contractor and/or subcontractor be allowed any profit on claimed work for which records are not made available in accordance with its obligations under this Contract.

Flow-down clause. The Contractor shall ensure the inclusion of this article in all subcontracts issued under this Contract, modified as necessary, for proper identification of the contracting parties and the Contracting Officer.

2.21 ARTICLE 21 - PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA MODIFICATIONS

If the Contracting Officer determines that any price, including profit or fee, previously negotiated in connection with any modification to this Contract involving changes in cost plus applicable profit in excess of $150,000 was based upon the Contractor’s or subcontractor’s cost or pricing data that was not complete, accurate or current, such that the amount WMATA paid to the Contractor for such price adjustment was greater than the Contractor would have been entitled based upon accurate and complete data, WMATA shall be entitled to an adjustment in an amount equal to such overpayment. WMATA’s rights hereunder shall be in addition to any other rights it may have under this Contract, at law or in equity.

2.22 ARTICLE 22 - SUBCONTRACTOR PAYMENTS

The Contractor shall establish procedures to ensure timely payment of amounts due pursuant to the terms of its subcontracts. The Contractor shall pay each subcontractor for satisfactory performance of its contract, or any billable portion thereof, no later than ten (10) days from the date of the Contractor’s receipt of payment from WMATA for work by that subcontractor. The Contractor shall also release, any retention withheld from the subcontractor within ten (10) days of satisfactory completion of all work required by that subcontractor.

The Contractor shall certify on each payment request to WMATA that payment has been or will be made to all subcontractors in accordance with paragraph (a) above. The Contractor shall notify the Contracting Officer with each payment request, of any situation where scheduled subcontractor payments have not been made.

In the event of a claim by any subcontractor that the Contractor has failed to comply with the terms of this article, the Contractor agrees to fully cooperate in


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any Authority investigation, and, if deemed appropriate by WMATA, to implement appropriate remedial measures to ensure future compliance.

The Contractor agrees that the Contracting Officer may provide information that he or she deems appropriate in response to inquiries from subcontractors seeking to determine the status of WMATA’s payments to the Contractor.

Nothing contained in this article or elsewhere in this Contract shall create a Contractual relationship between WMATA and any subcontractor, shall make the subcontractor an intended beneficiary of this Contract or shall alter or affect traditional concepts of privity of contract.

2.23 ARTICLE 23 - GARNISHMENT OF PAYMENTS

Payments under this Contract shall be subject to any garnishment, attachment orders, and/ or levies issued pursuant to the laws of the United States, Maryland, Virginia, and the District of Columbia.

2.24 ARTICLE 24 - QUALITY OF WORK

The Contractor shall perform the Work in accordance with applicable laws, the agreed upon standards of performance in Contract, and, in the absence of a contrary requirement, with the prevailing standard of practice normally exercised in the performance of work of a similar nature by the most highly regarding contractors who perform the same or similar services. Contractor shall bear all costs of such compliance. The Contractor shall be responsible for the professional quality, technical accuracy, and the coordination of all services and deliverables it furnishes under this Contract. The Contractor shall, without additional compensation, correct or revise any errors or deficiencies in deliverable items under this Contract.

Neither WMATA’s review, approval, or acceptance of, nor payment for, the services required under this Contract shall operate as a waiver of any rights under this Contract or of any cause of action arising out of the performance of this Contract, and the Contractor shall be and remain liable to WMATA in accordance


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with applicable law for all damages to WMATA caused by the Contractor’s performance of any of the services furnished under this Contract.

The rights and remedies of WMATA provided for under this Contract are in addition to any other rights and remedies provided at law or in equity.

If the Contractor is comprised of more than one legal entity, each such entity shall be jointly and severally liable hereunder.

2.25 ARTICLE 25 - PROFESSIONAL REQUIREMENTS

The Contractor and all persons performing Work under this Contract on behalf of the Contractor shall be certified, registered or licensed as may be required by applicable laws of all jurisdictions where work will be performed or as may otherwise be required by the Contract.

2.26 ARTICLE 26 - KEY PERSONNEL AND CONTRACTOR REPRESENTATIVES

Key Personnel. The personnel included in Schedule C are considered to be essential to the Work required under this Contract. Substitution of key personnel shall be by the Contractor with the written consent of WMATA. Should key personnel be removed from the contract, whether by determination of contractor or by their own decision will result in material breach until the position is satisfactorily filled.

The Contractor’s Representative(s). The Contractor may designate one or more representatives to administer this Contract and to have overall direction and control over the Work to be performed by the Contractor. Any representative(s) so designated under this provision shall personally supervise and control the Work to be performed in this Contract. The Contractor shall notify WMATA of the names and contact information of any designated Contractor representatives.

2.27 ARTICLE 27 - WMATA OVERSIGHT

WMATA shall have the right to review at all reasonable times, any Work by the Contractor. The extent and character of the work to be done by the Contractor shall be subject to the general oversight of WMATA as required and determined by WMATA

Any approval, review, inspection, direction or instruction by WMATA, or any party on behalf of WMATA, regarding the Work relates only to contractual requirements


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and shall in no way affect the Contractor’s independent contractor status or obligation to perform in accordance with this Contract.


2.29 ARTICLE 29 - DUTY TO PROTECT CRITICAL INFRASTRUCTURE AND SECURITY SENSITIVE INFORMATION

For the purposes of this Contract, the following terms have the meanings prescribed herein:

(a) Critical Infrastructure (“CI”) shall mean those systems and assets, whether physical or virtual, vital to WMATA’s security, economic security, the public health, safety, or the like, or any combination thereof.

(b) Critical Infrastructure Information (“CII”) shall mean information, whether physical or virtual, not customarily in the public domain and related to the security of critical infrastructure or protected systems. CII consists of records and information regarding the design, construction, fabrication, maintenance, testing, or operation of CI, whether or not prepared by the Contractor. CII shall also include all information specified in Chapter I, Department of Homeland Security (“DHS”), 6 C.F.R § 29.2 if provided by WMATA to the Contractor.

(c) Sensitive Security Information (“SSI”) is information that is obtained or developed in the conduct of security activities, including research and development. Documents containing SSI are exempt from disclosure under Transportation Security Administration (“TSA”), Department of Homeland Security regulations, 49 C.F.R. Parts 15 and 1520. SSI shall have the meaning set forth 49 C.F.R. § 1520.5 and shall include, but not be limited to:

2.29.1.c.1 Security screening information, including descriptions of a test object or test procedure for any device for the detection of any weapon, explosive, incendiary or destructive device or substance; security training materials; identification of security personnel;

2.29.1.c.2 Systems security information, including communications equipment such as computer systems, telephone systems, Automatic Vehicle Locator systems and programs integral to light rail switch and bus dispatch centers;

2.29.1.c.3 Security programs and contingency plans;

2.29.1.c.4 Security directives issued by TSA;

2.29.1.c.5 Security inspection or investigative information;

2.29.1.c.6 Threat information;

2.29.1.c.7 Security measures; and


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2.29.1.c.8 Information circulars; performance specifications; vulnerability assessments.

(d) “Authorized Persons” shall include only those persons with a “need to know,” as defined in 49 C.F.R. parts 15 and 1520, and who are authorized by virtue of their necessity to perform as required by the Contract.

Pursuant to the Contractor’s Work for WMATA under the Contract, the Contractor may receive various documents or other records that may contain CII and/or SSI. The Contractor may plan, design, build and/or implement CI for WMATA, and any information, whether physical or virtual, created during the development of CI contains either CII or SSI or both.

The Contractor shall be responsible for the safe-keeping and non-disclosure of all documents containing CII and/or SSI. The Contractor must sign, and must require all subcontractors and other agents performing under this Contract to sign, a Confidentiality and Nondisclosure Certification.

The Contractor understands the following with respect to any documents, or information therein, that are provided by WMATA, or which come into the Contractor’s possession pursuant to the Contractor’s Work for WMATA:

(a) Documents containing SSI:

2.29.4.a.1 Shall bear a protective marking limiting distribution of these documents, that shall not be removed or altered in any way;

2.29.4.a.2 Shall be controlled, handled, transmitted, distributed, and disposed of in accordance with 49 C.F.R. § 1520.9; and

2.29.4.a.3 Shall not be released to the public or to other personnel who do not have a valid “need to know” without prior approval in writing by TSA or the Secretary of DOT.

(b) Documents containing CI and/or CII:

2.29.4.b.1 These documents are considered by WMATA to contain information that is vital to WMATA’s security and safe operations, whether or not these documents are otherwise classified by any other entity or law as containing such information.

2.29.4.b.2 The use of the terms CI and CII by WMATA shall not be construed to imply WMATA’s participation in any state or Federal security reporting program.

The Contractor agrees to the following with respect to any documents containing SSI or CII that are provided by WMATA, or which come into the Contractor’s possession pursuant to the Contractor’s Work for WMATA:

(a) The Contractor shall not photocopy or transmit electronically any documents containing SSI and/or CII, unless strictly necessary for the


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performance of the Contract under which the documents were initially distributed to the Contractor.

(b) The Contractor will safeguard these documents and the information therein, to prevent inadvertent disclosure of them by keeping the documents, when not in use, in a secure container, such as a locked desk, file cabinet, or locked room.

(c) The Contractor shall release these documents or the information therein to Authorized Persons only, such as a party, company, person, organization or entity that expressly serves the Contractor’s obligations to WMATA under this Contract as determined by the Contractor’s employee(s) with appropriate supervisory and decision-making authority.

(d) The Contractor shall not release these documents or the information therein pursuant to any external request, whether purported to be under WMATA’s Public Access to Records Program without notifying WMATA and providing it with the opportunity to protect these documents from disclosure. The Contractor shall notify WMATA if a request is made for any documents containing CII and/or SSI, if the request is made by anyone not an Authorized Person.

(e) The Contractor shall notify WMATA as soon as possible, and in no event later than 24 hours, after discovery that either SSI or CII has been disclosed to unauthorized persons. Unauthorized breach of the Contractor’s security safeguards, whether physical or virtual, that may have allowed unauthorized persons to access CU or SSI shall be deemed a disclosure. The Contractor shall notify local police as well as WMATA in the event that any documents containing SSI have been disclosed in the course of theft.

(f) WMATA may request that the Contractor take measures to recover information, investigate thoroughly the extent of the breach and potential distribution of SSI and CU. If the breach was the Contractor’s fault, the Contractor shall indemnify WMATA for all costs resulting from the breach. WMATA may pursue additional legal remedies.

(g) The Contractor shall return, or destroy, CU and/or SSI documents following the completion of the Contract. Specifically, upon completion of the Contract and issuance of final payment to the Contractor, the Contractor may be directed by WMATA to return to WMATA, or to destroy, all or part of the CU or SSI in the possession of the Contractor.

(h) If the Contractor is authorized to retain all or any portion of CII or SSI received in the course of the contract, whether for ongoing warranty or other work, the Contractor’s duty to protect the information pursuant to this Article shall remain in full force and effect.

(i) The Contractor’s duty to protect CII and SSI extends to all Authorized Persons to whom such it provided such information in assembling the


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proposal for this Contract. The Contractor is solely responsible for access to, handling and recollection of such information or materials. If CII or SSI is ordered returned or destroyed, the Contractor shall ensure that no physical or virtual copies remain in its possession, or in the possession of any of its Authorized Persons.

Where the Contractor prepares, develops, designs, builds or implements CI or SSI for WMATA, any resulting documents created by the Contractor containing CII and/or SSI, shall be safeguarded in the storage, transmission or retention by marking all such information, whether physical or virtual, with a statement that:

(a) The information contains SSI and/or CII, and

(b) The SSI and/or CII may be disclosed only to Authorized Persons and only for purposes of the performance of this Contract, making specific reference to the Contract number.

The Contractor agrees that disclosure of CII or SSI to any unauthorized person, whether authorized by the Contractor or by theft or negligence, may be considered a breach of this contract. The Contractor further agrees that WMATA may seek appropriate legal remedies for any violation of this Article.

This Article, and all of the duties and obligations created by it, shall survive completion or termination of the contract for so long as the Contractor retains any WMATA documents containing SSI and/or CII.

2.30 ARTICLE 30 - INSURANCE, INDEMNITY, AND BOND REQUIREMENTS

The Contractor shall maintain in full force and effect insurance, in the amounts and coverages defined on Exhibit A, attached hereto and incorporated herewith.

Prior to the commencement of the services the Successful vendor (Contractor)

shall furnish the Authority with a performance bond in the sum not less than

twenty five percent (25%) of the total value of the award, as part of its

performance schedule guarantee.

2.31 ARTICLE 31 - STOP WORK ORDERS

The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part of the work for a period of up to ninety (90) days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a “Stop Work Order” (“SWO”) issued under this article. Upon receipt of the SWO, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the SWO during the period of work stoppage. Within a period of ninety (90) days after an SWO is delivered to the Contractor, or within any extension of that period to which the parties agree, the Contracting Officer shall either:

(a) Cancel the SWO; or


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(b) Terminate the work covered by the SWO as provided in this Contract, as appropriate.

If a SWO is cancelled or expires, the Contractor shall resume work. The Contracting Officer shall make an equitable adjustment to the delivery schedule or Contract price, or both, and shall modify the Contract in writing if, in his or her judgment:

(a) The SWO results in an increase in the time required for, or in the Contractor’s cost properly allocable to, the performance of any part of this Contract; and

(b) The Contractor submits a written claim for such adjustment within thirty (30) days after the end of the period of work stoppage. At the Contracting Officer’s discretion, WMATA may act upon any claim submitted at any time before final payment under this Contract.

If an SWO is not cancelled and the work covered by the Contract is terminated for the convenience of WMATA, the Contracting Officer shall allow reasonable costs, if any, resulting from the SWO in arriving at the termination settlement pursuant this Contract.

2.32 ARTICLE 32 - TERMINATION

Termination for Default

(a) The Contractor shall be in default if it commits a breach of any of its obligations under this Contract deemed material by the Contracting Officer. In addition to those instances specifically referred to in this Contract, the Contractor shall be in default in the following circumstances:

2.32.1.a.1 It fails to begin, or abandons, the work of the Contract in accordance with the contractual requirements;

2.32.1.a.2 It fails to deliver the supplies or perform the services within the time specified in this Contract or any extension that the Contracting Officer approves;

2.32.1.a.3 It fails to make progress in a manner that the Contracting Officer deems unreasonable so as to endanger performance of this Contract; or

2.32.1.a.4 In the view of the Contracting Officer, the Contractor is willfully violating this Contract or is not executing it reasonably and in good faith.

(b) In the event the Contractor’s material breach pursuant to paragraph (a), the Contracting Officer is authorized to direct a written notice (a “Notice to Cure”) to the Contractor, specifying the nature of the breach and stating that the Contractor has ten (10) days to cure the breach or such additional time as the Contracting Officer authorizes. If the Contractor fails to cure the breach in the time specified in the Notice to Cure, the Contracting


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Officer may terminate this Contract, in whole or designated part, for default after providing written notice to the Contractor.

(c) Upon receipt of a “Notice of Default,” the Contractor shall immediately cease performance of the work so terminated. WMATA shall have the right to take any action necessary to complete the work, including performing the work itself, or contracting with another party to do so. In the event the work is completed directly by WMATA or by a third party, the Contractor shall be liable for the additional costs and expenses necessary to complete the work, including, without limitation, labor, material costs, plant costs, tooling expenses, and equipment and property costs. WMATA may deduct the costs and expenses so charged and pay them out of any monies otherwise payable to the Contractor. Nothing contained herein shall be deemed to relieve the Contractor of its continuing obligation to perform any portion of this Contract that was not terminated.

(d) The Contracting Officer may, at his or her sole discretion, waive a default by the Contractor, but such waiver shall not be deemed a waiver of any subsequent default.

(e) Upon any termination for default, the Contracting Officer may require the Contractor to transfer title and deliver to WMATA, any completed or partially completed supplies, components (including data and intellectual property) and Contract rights that the Contractor has specifically produced or acquired for the terminated portion of this Contract. At the Contracting Officer’s direction, the Contractor shall also protect and preserve property in its possession in which WMATA may have an interest.

(f) Upon any termination for default, WMATA shall pay for supplies delivered and accepted and/or services rendered and accepted in accordance with the terms of this Contract. WMATA may also compensate the Contractor for actions that it reasonably takes at the Contracting Officer’s direction for the protection and preservation of property. WMATA may withhold from these payments any sum that the Contracting Officer determines to be necessary to protect WMATA against loss because of outstanding or claimed liens, or pending or anticipated claims under the Contract.

(g) If, at any time following WMATA’s issuance of a termination for default hereunder, it is determined that the Contractor was not in default or that the default was excusable, the termination shall be converted to a termination for convenience and the rights and obligations of the parties shall be determined in accordance with the “Termination for Convenience” article of this Contract.

(h) Any dispute or disagreement regarding any issue arising under this article shall be subject to adjudication in accordance with t the “Disputes” article of this Contract. In no event shall WMATA’s issuance of a “Notice to Cure” pursuant to paragraph (b) be the basis of a dispute pursuant to the “Disputes” article or otherwise be subject to further review under this Contract or otherwise. The pendency of any dispute shall not constitute a


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basis for the delay or suspension of, or otherwise affect WMATA’s right to proceed in accordance with this article, including without limitation, its right to complete the work or its right to insist that the Contractor complete any portion of the Contract that was not terminated.

(i) The Authority’s rights and remedies in this article are in addition to any other rights and remedies provided under this Contract, at law or in equity.

Termination for Convenience

(a) The Contracting Officer may terminate this Contract in whole, or in part, if he or she determines that a termination is in WMATA’s interest. The Contracting Officer shall terminate by delivering a “Notice of Termination” to the Contractor specifying the extent of termination and its effective date.

Upon receipt of a Notice of Termination, except as the Contracting Officer otherwise directs, the Contractor shall immediately:

(a) Stop work as specified in the Notice of Termination;

(b) Complete performance of the work not terminated;

(c) Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the remaining portion of the Contract;

(d) Terminate all subcontracts to the extent that they relate to the work terminated;

(e) Assign to WMATA, as directed by the Contracting Officer, all of the Contractor’s right(s), title, and interest(s) under the subcontracts terminated. WMATA shall have the right to settle or pay any termination costs arising out of the subcontracts and have no further liability to the Contractor for the work that was the subject of such subcontracts;

(f) With the Contracting Officer’s approval, settle all outstanding liabilities and settlement costs arising from the termination of subcontracts;

(g) As the Contracting Officer directs, transfer title and deliver to WMATA:

2.32.3.g.1 Parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated; and

2.32.3.g.2 The completed or partially completed plans, drawings, information and other property that would have been required to be furnished to WMATA, if the Contract had been completed.

(h) Take any action that may be necessary, or as the Contracting Officer may direct, for the protection and preservation of the property related to this Contract that is in the Contractor’s possession and in which WMATA has or may acquire an interest;


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(i) Use its best efforts to sell, as the Contracting Officer authorizes, any property of the types referred to in paragraph (b)(7). The Contractor is not required to extend credit to any purchaser and may acquire the property under the conditions that the Contracting Officer prescribes. The proceeds of any transfer or disposition will be applied to reduce payments to be made by WMATA under this Contract, credited to the price or cost of the work, or paid in any other manner that the Contracting Officer directs.

The Contractor shall submit complete termination inventory schedules not later than one hundred twenty (120) days from the effective date of termination, unless the Contracting Officer extends the time in writing.

As soon as reasonably practicable, and not later than twenty (20) business days following WMATA’s issuance of a “Notice of Termination” pursuant to paragraph (a), the Contractor shall submit a termination settlement proposal (TSP) to the Contracting Officer in the form that he or she prescribes, detailing the costs to which it asserts entitlement pursuant to this article. If the Contractor fails to submit the TSP within the time prescribed, the Contracting Officer may determine, on the basis of information available, the amount, if any, due to the Contractor as a result of the termination and shall pay the amount so determined.

Following submission of the Contractor’s TSP pursuant to paragraph (d), the parties shall agree upon the whole, or any part, of the amount to be paid or remaining to be paid as a result of the termination. The amount may include a reasonable allowance for profit on work completed. In no event shall the total amount to be paid to the Contractor pursuant to this article exceed the total Contract price as reduced by (1) payments previously made and (2) the Contract price of the remaining work, not terminated.

If the parties disagree on the whole amount to be paid because of the termination, the Contracting Officer shall pay the Contractor the amounts that he or she determines as follows, but without duplication of any amounts agreed upon under paragraph (e):

(a) The Contract price for completed supplies or services that WMATA accepted [or sold or acquired under paragraph (b)(9)] not previously paid for, adjusted for any saving of freight and other charges.

(b) The total of:

2.32.7.b.1 The costs incurred prior to termination in the performance of the work terminated, including initial costs and preparatory expenses allocable thereto, but excluding any costs attributable to items compensated or to be paid for under subparagraph (f)(1);

2.32.7.b.2 Termination costs under terminated subcontracts that are properly chargeable to the terminated portion of this Contract, if not excluded in subparagraph (f)(2)(i); and


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2.32.7.b.3 A sum, representing profit on the items described in subparagraph (f)(2)(i) that the Contracting Officer determines to be fair and reasonable pursuant to Section 49.202 of the Federal Acquisition Regulation (FAR), in effect on the date of this Contract. If it appears that the Contractor would have sustained a loss on the entire Contract had it been completed, the Contracting Officer shall allow no profit under this subparagraph and shall reduce the settlement to reflect the projected rate of loss.

(c) The reasonable indirect costs of settlement of the work terminated, including:

2.32.7.c.1 Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of TSP(s);

2.32.7.c.2 The termination and settlement of subcontracts (excluding the amounts of such settlements); and

2.32.7.c.3 Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory.

Except for normal spoilage, and except to the extent that WMATA expressly assumed the risk of loss, the Contracting Officer shall exclude from the amounts payable to the Contractor under paragraph (f), the fair value, as he or she determines of property that is unavailable or damaged and undeliverable to WMATA or to a third party.

The cost principles and procedures of FAR Part 31 in effect on the date of this Contract, shall govern all costs claimed, agreed to, or determined under this article, except that WMATA shall not be obligated to pay interest, however represented, on any claimed costs.

The Contractor shall have the right to appeal, under the “Disputes” article, from the Contracting Officer’s determination under paragraphs (d) or (f). The Contractor’s failure to submit the TSP within the time provided in paragraph (d), or to timely request an extension thereof, shall constitute a waiver of its right to appeal the Contracting Officer’s determination pursuant to the “Disputes” article or any otherwise applicable Contractual, legal or equitable remedy.

In determining any sum due to the Contractor under this article, there shall be deducted:

(a) All unliquidated advances or other payments to the Contractor under the terminated portion of this Contract;

(b) The value, as the Contracting Officer, reasonably determines, of any claim that WMATA has against the Contractor under this Contract, including any third-party claim, if the Contracting Officer is not satisfied that sufficient insurance coverage is in place; and


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(c) The agreed price for, or the proceeds of sale of, materials, supplies, or other items that the Contractor procured or sold under this article, not recovered by or credited to WMATA.

If the Contractor asserts that any partial termination has rendered enforcement of the remainder of this Contract at the remaining Contract price inequitable, the Contractor may file a proposal with the Contracting Officer for an adjustment to the price(s) for the continued portion of this Contract. Such proposal shall be submitted within ninety (90) days from the effective date of termination, unless the Contracting Officer extends it in writing, and shall be accompanied by appropriate supporting documentation.

The Contractor’s responsibilities and obligations under this article shall remain in full force and effect notwithstanding the pendency of any dispute or other delay relating to determination of the appropriate price adjustment or any other issue arising from the termination for convenience.

Unless otherwise provided in this Contract or by statute, the Contractor and all subcontractors whose work is encompassed in the termination settlement shall maintain all records and documents relating to the terminated portion of this Contract for three (3) years after final settlement. This includes all books and other evidence bearing on the Contractor’s costs and expenses under this Contract. The Contractor shall make these records and documents available to WMATA, its governing jurisdictions and any other Federal, state, or local entities providing funding for this Contract, and to the U.S. Comptroller General or the agents or representatives of any of them, at the Contractor’s office, at all reasonable times, without any direct charge.

Capital Improvement Program (CIP).

Capital Improvements that were approved by WMATA and made by Contractor

shall be paid for directly by WMATA either as part of any Termination payment

due to the Contractor or by including the improvement in a guaranteed

amortization schedule, absent good cause to the contrary. In the event

performance terminates before completion of the agreed amortization, WMATA

will provide reimbursement of costs due under the schedule. Capital

Improvements made at WMATA’s direction shall provide for compensation to the

Contractor for direct costs incurred as a result of the work. WMATA may also

select the Contractor to perform program management services to expedite

timely completion of the improvement. In that event, any compensation paid to

the vendor for program management will offset and proportionately reduce

WMATA liability for any claim for direct costs made by the vendor. Vendor shall

not receive a double recovery for both interruption of operations, and program

management services, as a result of the improvements

2.33 ARTICLE 33 - SUSPENSION OF WORK.

WMATA may suspend the performance of the Contractor by giving the Contractor written notice. Upon Contractor’s receipt of notice of suspension of Work, the


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Contractor shall perform no further Work and WMATA will not be required to reimburse the Contractor for any costs incurred subsequent to Contractor’s receipt of notice of suspension and prior to notice to resume Work, if any. Suspension of Work may be in whole or in part, as specified by WMATA. The Contractor shall continue to submit invoices for Work performed. If after six months of suspension, WMATA has not given the Contractor A Notice to Resume Work, the Contractor is entitled to request in writing that WMATA either (1) amend the Price Schedule or (2) terminate the Contract If suspension for more than six months is not the Contractor’s fault, in any part, WMATA shall be required to amend or terminate the Contract. No amendment to the Contract shall be made under this Article if suspension, delay, or interruption is the Contractor’ d fault, or for which an equitable adjustment is provided for or excluded under any other term or condition of this Contract.

2.34 ARTICLE 34 – RESERVED

2.35 ARTICLE 35 - DISPUTES

Any dispute or claim arising out of or relating to this Contract shall be decided by the Contracting Officer, who shall reduce his/her decision to writing and furnish a copy to the Contractor. A final decision by the Contracting Officer shall be conclusive and binding for the Authority.

The filing of a claim, lawsuit, arbitration or other legal proceeding, does not relieve the parties of their continuing obligations to proceed diligently with the performance of the Contract and in accordance with the Contracting Officer’s Final Decision.

After exhausting all administrative remedies, each party agrees that any suit, action or other legal proceeding arising out of or relating to this Contract shall be brought only in the United States District Court for the District of Columbia, the United States District Court for the Eastern District of Virginia, Alexandria Division, or in the United States District Court for the District of Maryland, Greenbelt Division.

The parties may mutually agree and consent to final and binding Alternate Dispute Resolution (ADR), including the Armed Service Board of Contract Appeals, in lieu of judicial


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review in the United States District Courts as set forth in subsection (3) above.

2.36 ARTICLE 36 - ORGANIZATIONAL CONFLICTS OF INTEREST

An organizational conflict of interest (OCI) exists when the nature of the work to be performed under a proposed contract or a subcontract may, without some restriction on future activities result in an unfair competitive advantage to the Contractor or subcontractor; because of (1) unequal access to information, (2) biased ground rules or (3) impaired objectivity. An unequal access to information OCI may exist if in performing a Contract, a Contractor obtains access to nonpublic information that provides it with a competitive advantage in a later competition. A biased ground rules OCI may exist if the Contractor has a role in setting rules for a source selection in which it will compete. An impaired objectivity OCI may exist if, in performing a Contract, a Contractor is called upon to evaluate an offer from or performance by, itself or an affiliated entity.

In the event that the Contractor believes that it or any of its potential subcontractors may have an OCI, it shall notify the Contracting Officer, in writing, within five (5) working days after it becomes aware of the potential or actual OCI. The written notification shall identify the nature and circumstances of the perceived conflict and propose appropriate measures to eliminate or mitigate the OCI. The Contracting Officer will review the circumstances and the proposed mitigation plan and notify the Contractor stating whether: (1) no mitigation is required; (2) the conflict cannot be mitigated; or (3) the conflict can be mitigated and he or she accepts the proposed measures, or recommends additional measures.

The Contractor’s failure to identify such perceived conflicts may result in the Contract being rescinded or terminated.

Should the Contractor identify or become aware of a conflict during the term of this Contract, including any extension thereof that it could not reasonably anticipate prior to award, it shall notify the Contracting Officer in accordance with paragraph (b), or request an exception to the restriction with supporting rationale. The Contracting Officer shall consider the Contractor’s proposed measures to mitigate or eliminate the conflict, or the request for an exception.

If the proposed measures are not determined to be feasible or are otherwise not acceptable to the Contracting Officer, he or she may terminate the Contract. If the Contracting Officer does not grant a request for an exception, and the Contract is not terminated, the Contractor shall be notified in writing and be given ten (10) days from the date of the written notification to take all necessary actions to comply with this clause.

If the proposed measures are determined to be acceptable to the Contracting Officer, he or she may grant a specific exception to this restriction, when in the Contracting Officer’s judgment, the exception will not create a conflict between the Contractor’s duties and obligations under this Contract and the duties and obligations imposed on the Contractor under another contractual or other relationship.


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If the Contractor fails to comply with the terms of this clause, and no fraud is suspected, the Contracting Officer, may withhold payments due under this Contract until such time as the Contractor is in compliance or, should the non-compliance remain uncorrected at the expiration of ten (10) days from the Contracting Officer’s written notice as provided in paragraph (b), terminate the contract for default pursuant to this Contract.

If fraud is suspected, WMATA’s only remedy prior to a final determination by a court of competent jurisdiction is to report the matter to WMATA’s Office of Inspector General (OIG), the U.S. Department of Transportation’s Office of Inspector General (DOT-OIG), the Offices of Inspectors General of any state or Federal agency providing funding under this Contract and/or appropriate Federal, state and/or local law enforcement authorities.

The Contractor, in performing this Contract, shall avoid any conduct that might result in or give the appearance of creating for Board members or employees of WMATA in their relationship with the Contractor, any conflicts of interest or favoritism and/or the appearance thereof and shall avoid any conduct that might result in a Board member, or employee failing to adhere to any Code of Ethics or standards of conduct adopted by WMATA’s Board of Directors.

The Contracting Officer’s determination under this clause shall be final and shall be considered a question of fact within the meaning of the “Disputes” article of this Contract.

2.37 ARTICLE 37 - CONTRACTOR PERSONNEL

The Authority may direct the replacement of the Contractor’s employees reasonably deemed to be unsuitable by the Contracting Officer, or whose continued participation in the work is deemed contrary to the best interests of WMATA. Except in circumstances deemed exigent by the Contracting Officer, the reason for replacement will be discussed between the Contractor and WMATA before a replacement directive is issued. Upon receipt of a written replacement directive from WMATA specifying the date by which the replacement must occur, the Contractor shall proceed with the replacement and shall do so in a manner that minimizes, to the greatest extent practicable, any impact upon the Contract.

Contractor personnel required to work on WMATA’s property must obtain a WMATA vendors’ badge and successfully complete the mandatory safety training that must be renewed yearly. The Contractor must advise its affected personnel that, to obtain a vendor’s badge, a signed waiver to perform a background check is required.

2.38 ARTICLE 38 - FALSE STATEMENTS, CLAIMS OR SUBMISSIONS

The Contractor acknowledges its responsibility to undertake its obligations under this publicly funded Contract with full integrity and, to take all reasonable steps to ensure that statements, claims and submissions made pursuant to this Contract are provided in good faith and with a reasonable belief as to their truthfulness, accuracy and completeness.


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In the event that it is finally determined by a court of competent jurisdiction that any statement, claim, submission, or certification made by or on behalf of the Contractor pursuant to a material element of the Contract was knowingly false, fictitious or fraudulent, WMATA shall be entitled to recover from the Contractor, an amount equal to not more than three (3) times the monetary value of the benefit derived or sought to be derived by the Contractor through its false statement, claim or submission. For purposes hereof, an element of the Contract shall be deemed material if it impacted or could reasonably have been intended to impact the disposition of any claim, dispute, proposed or implemented change order, proposed pricing or schedule adjustment of any nature, or other substantive issue directly affecting the rights of the parties under the Contract.

The Authority’s only remedy prior to a final determination by a court of competent jurisdiction is to report the matter to WMATA’s Office of Inspector General (OIG), the U.S. Department of Transportation’s Office of Inspector General (DOT-OIG), the Offices of Inspectors General of any state or Federal agency providing funding under this Contract and/or appropriate Federal, state and/or local law enforcement authorities.

The Authority’s rights set forth in this article are in addition to any contractual, legal or equitable rights that may arise upon the Contractor’s submission of a false claim or statement, including without limitation, WMATA’s right to terminate the Contract for default once fraud is finally determined by a court of competent jurisdiction. The provisions of this clause shall not serve in any respect to limit, waive or modify any civil or criminal liability, of the Contractor or any of its officers, agents or employees that such conduct may precipitate.

2.39 ARTICLE 39 - OFFICIALS NOT TO BENEFIT

No member of or delegate to Congress, resident commissioner or member of a state or local public body shall be admitted to any share or part of this Contract, or to any benefit that may arise therefrom, during his or her tenure or for 2 years thereafter, unless his or her interest in the business entity that is awarded this Contract is placed in a blind trust in accordance with the rules and regulations of the U.S. Office of Government Ethics (OGE).

Enforcement of this article shall be consistent with 18 U.S.C. §431.

2.40 ARTICLE 40 - GRATUITIES

In connection with performance of this Contract, or any changes or modifications relative thereto, the giving of or offering to give gratuities (in the form of entertainment, gifts or otherwise) by the Contractor, or any agent, representative or other person deemed to be acting on behalf of the Contractor, or any supplier or subcontractor furnishing material to or performing work under this Contractor, to any Board member, employee or agent of WMATA; with a view toward securing this Contract or securing favorable treatment regarding this Contract is expressly forbidden. The terms of this “Gratuities” clause shall be strictly construed and enforced in the event of violations hereof.


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Reported instances of the giving or offering to give gratuities within the context of this “Gratuities” clause will be investigated by WMATA’s Board of Directors or its duly authorized representative. A preliminary investigation will be made to determine whether there is probable cause to suspect that a violation of this clause exists. If such probable cause exists, the Board of Directors, or its duly authorized representative, shall formally notify WMATA’s Office of Inspector General (OIG), the U.S. Department of Transportation’s Office of Inspector General (DOTOIG), the Offices of Inspectors General of any state or Federal agency providing funding under this Contract and/or appropriate Federal, state and/or local law enforcement authorities.

The rights and remedies of WMATA provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided under this Contract, at law or in equity.

2.41 ARTICLE 41 - CONFIDENTIALITY

In this Article, Information means all information relating to WMATA that is not subject to disclosure under WMATA’s Public Access to Records Program [PARP] and is supplied by or on behalf of WMATA (whether before or after the date of this Contract), either in writing, orally or in any other form, directly or indirectly from or pursuant to discussions with the Contractor (which for purposes of this provision shall be deemed to include the Contractor’s employees and any subcontractors engaged under this Contract) or which is obtained through observations made by the Contractor and such term includes all Work products, deliverables, analyses, compilations, studies and other documents whether prepared by or on behalf of WMATA which contain or otherwise reflect or are derived from such information.

The Contractor shall maintain the confidentiality of any Information, except that Information may be disclosed or provided by the Contractor or its subcontractors:

(a) To directors, officers, employees, consultants and agents of the Contractor, including accountants, legal counsel and other advisors;

(b) To any subcontractors to the extent such Information is necessary for the performance by the Contractor of its obligations under this Contract; or

(c) To the extent:

2.41.2.c.1 It is required to disclose such Information pursuant to federal, state or local law or by any subpoena or similar legal process or by any federal, state or local authority exercising jurisdiction over the Contractor;

2.41.2.c.2 WMATA confirms in writing that such Information is not required to be treated as confidential; or

2.41.2.c.3 Such Information is or comes into the public domain otherwise than through any disclosure prohibited by this Contract; and provided that, in the cases of paragraphs (1), (2) and (3), the persons to whom such disclosure is made will be informed of the confidential nature of such Information and will so receive such


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Information subject to the same or similar requirements to maintain confidentiality as contained in this Contract.

The Contractor understands that any documents that it creates, supplies to WMATA or for which the Contractor acts as custodian for WMATA under this Contract are subject to public inspection and copying. The Contractor agrees that if it considers any such documents to be exempt from public disclosure, it will mark each such document as exempt, identifying the specific provision of law under which the Contractor is claiming exemption of such document from public disclosure. The Contractor further agrees that if a Request is filed with WMATA seeking disclosure of any documents created by the Contractor, supplied to WMATA, or held by the Contractor for WMATA under this Contract, the Contractor will, if necessary, assist WMATA in responding to the Request by locating any documents requested and providing them to WMATA within 24 hours, unless otherwise agreed in writing by WMATA. The Contractor agrees to hold WMATA harmless and, at WMATA’s option, provide legal defense for WMATA from all claims and demands, including attorney’s fees, asserted against WMATA that result from (i) the Contractor’s failure to supply documents to WMATA or (ii) from WMATA’s refusal to make public any documents the Contractor has designated as exempt. The Contractor also agrees that, if any action is filed in court seeking disclosure of exempt documents, WMATA may deposit the documents with the court and the Contractor will defend in court its designation of the information as exempt from disclosure.

The Contractor shall not use WMATA technology, data or Information to perform an illegal act and nor share any password or account access provided exclusively to the Contractor. The Contractor shall not attempt to use or obtain access codes in an unauthorized manner or from another user. The Contractor shall not allow non-employees to access WMATA computer systems, unless otherwise specifically allowed by WMATA.

The Contractor shall not use any asset of any kind that is provided to Contractor, or paid for, by WMATA under this Contract for any purpose or reason besides the faithful performance of the Work. Nor shall the Contractor allow non-employees to access or use any such WMATA assets, unless specifically allowed by WMATA in writing.

The Contractor acknowledges that the faithful compliance with this Article is necessary to protect WMATA and that any action inconsistent with this Article or with any WMATA policy and procedure will cause WMATA irreparable and continuing harm. Therefore, the Contractor consents to WMATA obtaining a court order to enjoin any action inconsistent with the provisions of this Article without WMATA having to post any bond or security for such order. WMATA may pursue other remedies available to it, all of which are nonexclusive and cumulative.

2.42 ARTICLE 42 - NOTICE TO WMATA OF LABOR DISPUTES

Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Contract, the


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Contractor shall immediately give notice thereof, including all relevant information with respect thereto, to the Contracting Officer.

The Contractor agrees to insert the substance of this article, including this paragraph (b), in any subcontract hereunder if a labor dispute may delay the timely performance of this Contract.

2.43 ARTICLE 43 - NOTICE OF BANKRUPTCY OR INSOLVENCY

If the Contractor intends to enter into proceedings relating to bankruptcy, whether voluntary or involuntary, the Contractor agrees to furnish to WMATA, by certified mail, notification of such intent five days in advance of the initiation of such proceedings. Such notice shall include (i) the date on which the bankruptcy petition is to be filed, (ii) the identity of the court in which the bankruptcy petition is to be filed, and (iii) a listing of contract numbers for all WMATA contracts against which final payment has not been made. Thereafter, Contractor shall provide a copy of all filings relate to the bankruptcy filing within 3 days of each filing. This obligation remains in effect until final payment under this Contract.

2.44 ARTICLE 44 - NOTICES

Unless otherwise specified herein, notices required to be given by WMATA or the Contractor under this Contract must be provided in writing and delivered by e-mail or facsimile, and either hand delivery or U.S. Mail, first class, postage pre-paid, to the party representatives identified on the Contract Award and Signature Page. Notices sent by first class mail shall be deemed to have been received 5 days after having first been placed in the mail. Notice shall not be deemed given, if not provided in the manner prescribed in this Article.

2.45 ARTICLE 45 - AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR

Funds are not guaranteed for performance under this Contract beyond the current fiscal year that ends on June 30th. WMATA’s obligation for performance of this Contract beyond that date is contingent upon the availability of funds from which payment for Contract purposes can be made. WMATA’s legal liability for any payment cannot arise for performance under this Contract, until funds are made available to the Contracting Officer for performance and until he or she notifies the Contractor of the availability, in writing. Any option exercised by WMATA that will be performed, in whole or in part, in a subsequent fiscal year is subject to availability of funds in that year and will be governed by the terms of this article.

The successful proposer shall, within the time established in this Contract and as a condition to issuance of a Notice to Proceed, furnish performance and payment bonds, if applicable, on forms acceptable to WMATA and in the amounts indicated in this Contract.


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2.46 ARTICLE 46 - OPPORTUNITY FOR DISADVANTAGED BUSINESS ENTERPRISES TO PROPOSE

The Washington Metropolitan Area Transit Authority hereby notifies all prospective offerors that it will affirmatively ensure that disadvantaged minority business enterprises will be afforded full opportunity to submit proposals in response to this solicitation and will not be discriminated against on the basis of race, color, creed, sex, religion, national origin, disability, sexual preference or gender identity in consideration for award.


2.48 ARTICLE 48 - RESTRICTION ON DISCLOSURE AND USE OF DATA

The Authority shall provide all reasonable precautions to ensure that proprietary, technical and pricing information remains within the review process. Offerors shall attach to any proprietary data submitted with the proposal the following legend:

“This data furnished pursuant to the RFP shall not be disclosed outside WMATA, be duplicated, or used, in whole or in part, for any purpose other than to evaluate the offer. If a Contract is awarded on the basis of this offer, WMATA shall have the right to duplicate, use, and disclose this data, in any manner and for any purpose whatsoever.

This information does not limit WMATA’s right to use information contained in this data, if WMATA obtains it from another independent, legitimate source.

Except for the foregoing limitation, WMATA or its agents may duplicate, use, and disclose in any manner and for any purpose whatsoever, all data furnished in response to this solicitation.”

2.49 ARTICLE 49 - ENGLISH LANGUAGE AND UNITED STATES CURRENCY

With respect to both this solicitation and the resultant Contract:

All communications (oral, written, electronic and otherwise including but, not limited to, software coding) shall be in the English language.

All pricing shall be in United States dollars

2.50 ARTICLE 50 - REQUESTS FOR RECORDS

From time to time, WMATA may receive requests for records on a variety of topics. It is WMATA’s policy to make official agency records, including electronic records, available in response to such requests to the public, unless specifically prohibited by WMATA’s policy or applicable laws.

“Records” means any existing writings, drawings, maps, recordings, tapes, film, microfilm, correspondence, forms, cards, photographs, optical disks, photo copies, and records stored by computer (electronic records) that are made or


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received by WMATA in connection with a public contract. A record does not include uncirculated personal notes, papers, electronic records and any other records that were created and retained solely as work papers for personal use of the Contracting Officer, Contract Administrator or other WMATA employee.

(a)

If the Contractor’s records are subject to a PARP request, but it wants certain documents withheld from public disclosure, the Contractor must make a timely claim of confidential/proprietary information based on the following guidance:

Information that may be withheld/redacted:

(a) Detailed pricing except bottom line offer amounts;

(b) Trade Secrets;

(c) Unique proprietary solutions not publicly known;

(d) Employee/personnel names below the executive level; however, information regarding qualifications of employees is released; and

(e) Subcontractor/vendor identities, if not publicly known.

Public information subject to release:

(a) Any information on your company’s website;

(b) Publicly known information (even if not on your company’s website);

(c) General company background;

(d) Mere compliance with RFP requirement; and

(e) Anything standard to the industry.


2.52 ARTICLE 52 - AUDIT, AVAILABILITY, AND INSPECTION OF RECORDS

Authorized persons. The Contracting Officer and his or her representatives, including representatives of WMATA’s governing jurisdictions and any other Federal, state, or local entity providing funding for this Contract and the U.S. Comptroller General shall have access and inspection rights described in this article.

Examination of costs. The Contractor shall maintain, and the Contracting Officer shall have the right to examine and audit, all records sufficiently to properly reflect all costs incurred or anticipated to be incurred directly or indirectly in performance


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of this Contract. This right of examination shall include inspection of the Contractor’s facilities engaged in performing this Contract at all reasonable times.

Cost or pricing data. If the Contractor is required to submit cost or pricing data in connection with any pricing action relating to this Contract, the Contracting Officer shall have the right to examine and audit all of the Contractor’s records related to: (1) any proposal for the Contract, subcontract, or modification; (2) any clarifications or discussions conducted on the proposal; (3) pricing of the Contract, subcontract or modification; or (4) performance of the Contract, subcontract or modification.

Availability. The accounts, records and cost information required to be originated under this Contract, and together with all other accounts, records and cost information related to this Contract, shall be maintained and made available by the Contractor and subcontractor(s):

(a) At their offices at all reasonable times for inspection, audit, reproduction or such other purposes as the Contracting Officer or by anyone he or she authorizes may require or pursuant to any other provision of this Contract; and

(b) Except to the extent otherwise expressly set forth in this Contract, until three (3) years from the date of final payment under this Contract. If the Contract is completely or partially terminated, such records shall be maintained for a period of three (3) years from either the date of any resulting final settlement or the date of final payment, whichever is later. If a pricing adjustment is involved in any dispute or litigation related to this Contract, such records shall be maintained for a period equal to the later of three (3) years from the date of final payment or one (1) year following the final disposition of the dispute or litigation.

Subcontracts. The Contractor shall insert this article, in all subcontracts that exceed $150,000.

2.53 ARTICLE 53 - CONTRACTING OFFICER’S TECHNICAL REPRESENTATIVE (COTR)

The work will be conducted under the Contracting Officer’s general directions. Authority will be delegated to the Contracting Officer’s Technical Representative (COTR) to take the following actions;

(a) Act as the principal point of contact with the Contractor. The COTR will submit a copy of each item of incoming correspondence and a copy of any enclosures to the Contract Administrator;

(b) Approve in writing, the Contractor’s progress schedule and submittals when required;

(c) Inspect the work for compliance with this Contract;


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(d) Review and approve invoices and payment estimates. The COTR will forward invoices and receipts to accounting. The COTR will bring any significant discrepancies in, or disputes concerning, Contractor invoices or payments to the Contracting Officer’s attention. In those cases requiring release of final retained percentages of payment, the COTR will make his or her recommendations to the Contracting Officer in writing;

(e) Coordinate correspondence with the Contract Administrator, if its importance significantly impacts the Contractual terms and conditions;

(f) Evaluate the Contractor’s technical letters and proposals for the Contracting Officer;

(g) Advise the Contracting Officer of potential problems that may affect Contract performance;

(h) Advise the Contracting Officer whenever the COTR has reason to believe that the Contractual not-to-exceed amount will be exceeded;

(i) Prepare WMATA’s estimate for proposed Contract modifications. Participate in negotiations for modifications;

(j) Approve, in writing, the Contractor’s progress schedule when required.

(k) Receive from the Contractor certified payroll reports and prepare a log sheet indicating the following: (1) name of the Contractor and subcontractor; (2) the Contract number; (3) the certified payroll number (number for the payroll for the project starting with the number 1); (4) the time frame of the payroll period (i.e. 1/21/11-2/3/11); (5) the statement of compliance date (first page of the report); and (6) the date the report was received by WMATA;

(l) Maintain a comprehensive file/record of documents and correspondence concerning Contract activities and actions;

(m) Provide the Contract Administrator with a written notification after all supplies/services have been received with a statement that the COTR is not aware of any open issues that would preclude closeout of the Contract and that it is ready for closeout. The COTR will return the file, containing all records, correspondence, etc., to the Contract Administrator;

(n) Execute Standard Form 1420, which contains a detailed performance evaluation of the Contractor. If, there are one (1) or more categories in which the Contractor is deemed unsatisfactory, these evaluations must be provided to it for comment;

(o) Provide the Contract Administrator with a written request (and requisition) to exercise option(s) (if any) a minimum of ninety (90) days prior to the time established in this Contract for exercise of the option; and


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(p) The presence or absence of the COTR or his or her inspectors shall not relieve the Contractor from any requirements of this Contract.

(q) The COTR may not re-delegate or sub-delegate his or her authority to act on the Contracting Officer’s behalf. If, for whatever reason the COTR is unable or unwilling to fulfill his or her responsibilities under this Contract, only the Contracting Officer can designate a new COTR.

The COTR’s name and address will be provided after award.

2.54 ARTICLE 54 - EXTENSIONS OF TIME/FORCE MAJEURE

For purposes of this clause, the term “force majeure” shall mean an unforeseen event or circumstance, beyond the control of, and not occasioned by the fault or negligence of, the Contractor or WMATA, that gives rise to a delay in the progress of the Contract, including, without limitation, acts of God, acts of war or insurrection, unusually severe weather, fires, floods, strikes, freight embargoes or other events or circumstances of like nature.

If the Contractor is delayed at any time during the performance of this Contract, by WMATA’s negligence or by a force majeure event, then the Contracting Officer shall extend the time for completion and/or the affected delivery date(s) in the following circumstances:

(a) The cause of the delay arises after the award of the Contract and neither was nor could have been anticipated by the Contractor by reasonable investigation before such award;

(b) The Contractor demonstrates to the Contracting Officer that the completion of the work and/or affected delivery(ies) will be actually and necessarily delayed;

(c) The delay cannot be avoided or mitigated by the exercise of all reasonable precautions, efforts and measures available to the Contractor, whether before or after the cause of delay; and

(d) The Contractor makes a written request and provides other information to the Contracting Officer, as described below.

If the Contractor will be delayed at any time or for any period by two (2) or more of the above-mentioned causes, the Contractor shall not be entitled to a separate extension for each cause, but shall be entitled to only one (1) period of extension for the cumulative effects of the delay.

The Contracting Officer may rescind or shorten any extension previously granted, if he or she subsequently determines that any information that the Contractor provided in support of a request for an extension of time was erroneous, if, accurate information would have resulted in a denial of the request for an excusable delay. The Contracting Officer will not rescind or shorten any extension previously granted, if the Contractor acted in


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reliance upon it and if, in his or her judgment, such extension was based on information that the Contractor submitted in good faith, even if it is later determined to be erroneous.

The request for an extension of time shall be made within ten (10) days after the Contractor knows or should know of any cause for which it may claim an excusable delay. The Contractor’s request shall contain any potential basis for an extension of time, describing, as fully as possible, the nature and projected duration of the delay and its effect on the completion of the work identified in the request. Within thirty (30) days after his or her receipt of all such information, the Contracting Officer shall advise the Contractor of his or her decision on such requested extension. Where it is not reasonably practicable for the Contracting Officer to render his or her decision in the thirty (30) day period, he or she shall, prior to the expiration of such period, advise the Contractor that he or she will require additional time and state the approximate date upon which he or she expects to render a decision.

In no event shall a delay in performance of the Contract occasioned solely by a force majeure event or the acts or omissions of any party outside of the Contractor’s control be the basis for a termination for default pursuant to this Contract. In no event shall a subcontractor at any tier be deemed a party outside of the Contractor’s control.

2.55 ARTICLE 55 - THE AUTHORITY’S DELAY

If the performance of all or any part of this Contract is delayed in a material manner or extent by WMATA’s acts or omissions that are not expressly or impliedly authorized by this Contract or by applicable provisions of law, the Contracting Officer shall make an adjustment (excluding profit) for any increase in the cost of performance of this Contract caused by such delay and shall modify the Contract, in writing. The Contracting Officer shall make an adjustment to the delivery or performance dates and to any other Contractual provision, if such delay or interruption affected Contract compliance. The Contracting Officer shall make no adjustment under this Contract for any delay or interruption, if performance was or could have been delayed by any other cause, including, without limitation: (i) the fault or negligence of the Contractor or any subcontractor; (ii) an act constituting a force majeure event pursuant to this Contract; or (iii) any other cause for which an adjustment is provided under any other article of this Contract, at law or in equity.

An adjustment pursuant to paragraph (a) shall not be allowed:

(a) For any costs incurred more than twenty (20) days before the Contractor notifies the Contracting Officer, in writing, of the delay.

(b) Unless the claim, in a sum certain, is asserted in writing as soon as practicable after the termination of the delay. In no event, shall a Contractor assert a delay claim later than thirty (30) days after its termination. The delay claim shall be accompanied by appropriate documentation, specifically supporting the nature and extent of the claimed impact upon


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the cost and/or time required for performance. In any instance where it is not possible for the Contractor to fully project such impact within the thirty (30) day period, it shall support the claim with such documentation as is then reasonably available, along with a statement of the anticipated time frame when the Contractor expects to provide the additional materials. The Contracting Officer shall maintain the right throughout the process to request such additional materials as he or she shall reasonably require in consideration of the claim and shall be under no obligation to conclude his or her consideration of the claim prior to review of all relevant materials. Any adjustment to the Contract price pursuant this clause must be determined prior to final payment under this Contract.

2.56 ARTICLE 56 - INSPECTION OF SERVICES

The Contractor shall provide and maintain an inspection system acceptable to WMATA covering the services under this Contract. The Contractor shall maintain complete records of all inspection work it performs and make them available to WMATA during Contract performance in the manner and in accordance with the time periods set forth in the “Audit and Inspection of Records” article of this Contract.

The Authority has the right to inspect and test all services called for by this Contract, at all times and places reasonably practicable during the term of this Contract. WMATA shall perform inspection and tests in a manner that will not unduly delay the Contract.

If WMATA performs inspections or tests on the Contractor’s or subcontractor’s premises, the Contractor shall furnish, and shall require subcontractors to furnish, without cost, all reasonable facilities and assistance for the safe and convenient performance of such inspections or tests.

If any of the services performed do not conform to the Contract’s requirements, WMATA may require the Contractor to perform them again in conformity with the Contract’s requirements, without additional cost. When the defects in performance cannot reasonably be corrected by such further performance, WMATA may:

(a) Direct the Contractor to take necessary action to ensure that future performance conforms to this Contract’s requirements; and/or

(b) Reduce the Contract price to reflect the reduced value of the services performed.

If the Contractor fails to comply with the provisions of paragraph (d), WMATA may:

(a) By contract or otherwise, perform the services and charge to the Contractor any cost thereby incurred by WMATA; and/or

(b) In the event that the Contracting Officer deems such failure to comply a material breach, terminate the Contract for default.


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Nothing contained herein shall be deemed to preclude the Contracting Officer from reducing the Contract price due to the reduced value of nonconforming services to WMATA.

2.57 ARTICLE 57 - INSPECTION OF SUPPLIES

The Contractor shall provide and maintain an inspection system acceptable to WMATA covering supplies under this Contract and shall tender to WMATA for acceptance only supplies that have been inspected in accordance with the inspection system and that the Contractor determines to be in conformity with this Contract’s requirements. As part of the system, the Contractor shall prepare records evidencing the nature and result of all inspections. These records shall be made available to WMATA during the term of the Contract and thereafter in accordance with the “Audit and Inspection of Records” article of this Contract. WMATA may perform reviews and evaluations as reasonably necessary to ascertain compliance with this article. These reviews and evaluations shall be conducted in a manner that will not unduly delay the Contract. Reviews, whether exercised or not, do not relieve the Contractor of its obligations under this Contract.

The Authority has the right to inspect and test all supplies under this Contract, to the extent practicable, at all places and times, including during manufacturing, and before acceptance. WMATA shall perform inspections and tests in a manner that will not unduly delay the Contract. WMATA assumes no Contractual obligation to perform any inspection and/or test nor shall WMATA’s failure to perform any inspection and/ or test relieve the Contractor of any obligation under this Contract.

If WMATA performs inspection(s) or test(s) on the Contractor’s or subcontractor’s premises, the Contractor shall furnish, and shall require subcontractors to furnish, without additional cost, all reasonable facilities and assistance for the safe and convenient performance of these inspections or tests.

When supplies are not ready at the time specified for inspection or testing, the Contracting Officer may charge the Contractor for any additional, associated costs. The Contracting Officer may also charge the Contractor for any additional costs of inspection or testing when prior rejection makes re-inspection or retesting necessary.

2.58 ARTICLE 58 - ACCEPTANCE OF SUPPLIES

The Authority shall accept or reject tendered supplies as promptly as practicable after delivery, unless otherwise provided in this Contract. WMATA’s failure to inspect and/or accept or reject the supplies shall not relieve the Contractor from responsibility, nor impose liability upon WMATA, for nonconforming supplies.

The Authority’s acceptance shall be deemed conclusive, except for latent defects, fraud, willful misconduct, gross mistakes amounting to fraud or as otherwise provided in this Contract. In such instances, WMATA, in addition to any other rights and remedies it has under this Contract, at law or in equity, shall have the right:


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(a) To direct the Contractor, at no increase in Contract price, to correct or replace the defective or nonconforming supplies at the original point of delivery or, if the Contracting Officer determines, at the Contractor’s facility, in accordance with a reasonable delivery schedule as may be agreed upon between the parties. The Contracting Officer may reduce the Contract price, if the Contractor fails to meet such delivery schedule; or

(b) Within a reasonable time after the Contractor’s receipt of a Notice of Defects or Nonconformance, the Contracting Officer may reduce the Contract price, as is equitable under the circumstances, if he or she elects not to require correction or replacement. When supplies are returned to the Contractor, the Contractor shall bear the costs of transportation.

2.59 ARTICLE 59 - CORRECTION OF DEFICIENCIES

The Contractor must replace materials or correct workmanship not conforming to the Contract’s requirements at no additional cost to WMATA. In addition, the Contractor is subject to any liquidated damages specified in this Contract or actual damages incurred by WMATA. If the Contractor fails to correct deficiencies, the Contracting Officer, may take specific action as follows:

(a) Replace or correct the item or work at the Contractor’s expense. This may be accomplished by award of a new contract or by use of WMATA’s own resources.

(b) Accept the items with a reduction in price. This action will be accomplished by formal modification to this Contract. The reduced price will be based upon the reasonable value of the item, considering the possible cost of correcting the item.

(c) Terminate this Contract for default. If the item or work must be re-procured, the Contractor is normally liable for excess costs incurred by WMATA in accordance with the “Termination for Default” article of this Contract.

2.60 ARTICLE 60 - WMATA POLICIES AND PROCEDURES

CONTACTOR SHALL COMPLY WITH ALL POLICIES, PROCEDURES, AND STANDARDS IDENTIFIED IN SCHEDULES B AND C AND THE WMATA CUSTOMER CARE POLICY AND OTHER POLICIES AS DETERMINED BY WMATA. CONTRACTOR SHALL COMPLY WITH ANY LICENSE AGREEMENTS REQUIRED TO USE OR ACCESS ANY SOFTWARE OR SYSTEM NEEDED TO PERFORM THE WORK OR SERVICES. CONTRACTOR SHALL NOT USE OR EXPLOIT ANY SUCH SOFTWARE OR SYSTEM FOR ANY PURPOSE OTHER THAN CONTRACTOR’S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS CONTRACT.


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2.62 ARTICLE 62 - CIVIL RIGHTS

The following requirements apply to the underlying Contract:

Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations.

Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying Contract:

(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 CFR Parts 60 et seq., (which implement Executive Order No. 11246, “Equal Employment Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any Federal implementing requirements.

(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332, Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, Contractor agrees to comply with any Federal implementing requirements.

(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR Part 1630, pertaining to


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employment of persons with disabilities. In addition, Contractor agrees to comply with any Federal implementing requirements.

Contractor also agrees to include these requirements in each subcontract entered into for performance of Work under this Contract.

2.63 ARTICLE 63 - AMERICANS WITH DISABILITIES ACT ACCESSIBILITY -

The Contractor agrees that it will operate public transportation services in compliance with 42 U.S.C. § 12101 et seq.; DOT regulations, “Transportation Services for Individuals with Disabilities (ADA)” using facilities and equipment that comply with 49 C.F.R. Part 37; and Joint ATBCB/DOT regulations, “Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 36 C.F.R. Part 1192 and 49 C.F.R. Part 38. Private entities must comply with the requirements of 49 C.F.R. Part 37 applicable to public entities with which they contract to provide public transportation services.

Facilities to be used in public transportation service must comply with 42 U.S.C. § 12101 et. seq.; DOT regulations, “Transportation Services for Individuals with Disabilities (ADA),” 49 C.F.R. Part 37; and Joint ATBCB/DOT regulations, “Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,” 36 C.F.R. Part 1192 and 49 C.F.R. Part 38.

2.64 ARTICLE 64 - GOVERNMENT-WIDE DEBARMENT OR SUSPENSION-

The Contractor is bound by its certification contained in its offer to WMATA that neither the Contractor its principals, or affiliates, are excluded or disqualified, from Federal contracting. The certification is a material representation of fact, relied upon by WMATA in entering into this Contract. If it is later determined that the Contractor knowingly rendered an erroneous certification, in addition to remedies available to WMATA, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Contractor agrees to comply with the requirements of 2 C.F.R, part 180, subpart C as adopted and supplemented by U.S. DOT regulations at 2 C.F.R, part 1200 “Non-procurement Suspension and Debarment,” including any amendments thereto, Executive Orders Nos. 12549 and 12689 “Debarment and Suspension” 31 U.S.C. § 6101 note, and other applicable Federal laws, regulations or guidance regarding participation with debarred or suspended contractors throughout the term of this Contract.

Flow-down requirement. The Contractor agrees to include this article in all subcontracts at all tiers under this Contract requiring lower tier contractors to comply with Federal suspension and debarment requirements, and review the System for Award Management (SAM) at www.sam.gov in order to comply with U.S. DOT regulations at 2 C.F.R, Part 1200 prior to awarding any subcontract under this Contract.

http://www.sam.gov/


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2.65 ARTICLE 65 - FALSE STATEMENTS OR CLAIMS CIVIL AND CRIMINAL FRAUD

The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 e.t seq., and U.S. DOT Regulations, “Program Fraud Civil Remedies,” 49 C.F.R. Part 31, apply to its actions pertaining to this Contract. Upon execution of this Contract, the Contractor certifies and affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to this Contract or FTA assisted project for which this Contract is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent that it deems appropriate.

The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under WMATA of 49 U.S.C. 5307, the Government reserves the right to impose the penalties of 18 U.S.C. 1001 and 49 U.S.C. 5307(n)(l) on the Contractor, to the extent the Federal Government deems appropriate.

Flow-down requirement. The Contractor agrees to include this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to the provisions.


2.67 ARTICLE 67 - SAFETY REQUIREMENTS

The Contractor shall be responsible for ensuring compliance with the most stringent provisions of the applicable statutes and regulations of the District of Columbia, State of Maryland, Commonwealth of Virginia or political subdivision where the work is being performed, as well as the METRO Construction Safety and Environmental Manual (1984, as amended) issued by WMATA, and the U.S. Department of Labor OSHA standards pertaining to the safe performance of the work. In the absence of a specific construction industry standard, the Contractor is required to comply with either an established OSHA General Industry Standard, National Institute for Occupational Safety and Health (NIOSH) guidelines, American Conference of Governmental Industrial Hygienists (ACGIH) guidelines, American National Standards Institute (ANSI) guidelines, the WMATA System Safety Program Plan, and, where specified, the WMATA Construction Safety and Environmental Manual and the Metrorail Safety Rules and Procedures Handbook. For contracts where work will be performed on, or will interface with the Metrorail System, the Contractor must comply with the publication entitled “Roadway Worker Protection Manual.” In the event of a conflict between these guidelines and applicable Federal, State or local health and safety laws, regulations or


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standards, the more stringent standard shall apply. Further, the Contractor shall ensure that all methods of performing the work do not involve danger to the personnel working at the site, and the public and private property, whether or not these methods are cited or indicated in the Contract. The Contractor shall immediately provide to the Contracting Officer, a copy of all citations and/or warnings of safety violations received from any Federal, State or local jurisdiction or agency thereof, and/or all notifications of safety violations from insurance companies. The Contractor shall also provide to the Contracting Officer, copies of any and all subpoenas, complaints or other documents relating to any law suit alleging safety violations.

The contractor must follow all federal safety requirement to include but not limited to: 49CFR 625, 49CFR Part 40, 49CFR Part 655, 49CFR 659, and 49CFR 673.

The Contractor shall employ and assign a full-time Safety Superintendent for Contracts involving “safety sensitive” functions. (See Combined Glossary attached hereto for a definition). The Safety Superintendent shall hold an OSHA thirty (30) hour course card. He or she shall have the ability to develop and conduct safety training courses. He or she shall be familiar with industrial hygiene equipment and testing as required for the protection of all employees. The Safety Superintendent shall be employed exclusively for the purpose of supervising the safety of persons on or about the worksite and the property affected thereby. The Safety Superintendent shall also be responsible for providing first aid at the worksite and must have a current Red Cross First Aid Certificate. The Contractor shall notify the Contracting Officer a reasonable amount of time beforehand, any time that the Safety Superintendent will not be on site during work hours. The Safety Superintendent must be acceptable to the Contracting Officer and his or her performance will be reviewed on a continuing basis. If the Safety Superintendent’s effectiveness is below standard, the Contractor shall provide immediate replacement at the Contracting Officer’s direction. Once employed, the Safety Superintendent shall not be changed without the Contracting Officer’s permission. The Safety Superintendent can be terminated at any time, at the Contracting Officer’s discretion.

The Contractor shall provide, at the site of the work, a first aid kit which shall be fully equipped to meet the needs of the anticipated work force.

Where specified, the Contractor shall follow all appropriate RAIL Operational Rules, Operational Administrative Procedures (OAPs), Standard Operational Procedures (SOPs) and General and Special Orders while on the operational railroad and all Start-Up Rules and Manager’s Notices when in declared start-up areas.

2.68 ARTICLE 68 - WORKPLACE VIOLENCE/ZERO TOLERANCE

Pursuant to Metro Policy/Instruction 7.8.3, all Metro Contractors and subcontractors at any tier must: (1) establish zero tolerance for acts of workplace violence for their employees and independent contractors, and (2) not retaliate against any of their employees or independent contractors for cooperating with investigations.


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2.69 ARTICLE 69 - INDEPENDENT CONTRACTOR

The Contractor shall perform its duties under this Contract as an independent contractor and not as an employee. Neither the Contractor nor any agent or employee of the Contractor shall be an agent or representative of WMATA. Neither the Contractor nor any agent or employee of the Contractor shall be an employee or servant of WMATA. Nothing contained in the Contract Documents or otherwise creates any partnership, joint venture, or other association or relationship between WMATA and the Contractor. Any approval, review, inspection, direction or instruction by WMATA or any party on behalf of WMATA in respect to the Work or services of the Contractor shall relate to the requirements of the Contract, and shall in no way affect the Contractor’s independent contractor status or obligation to perform the Work in accordance with the Contract Documents. The Contractor has no authorization, express or implied, to bind WMATA to any agreements, liability, or understanding except as expressly set forth in this Contract.

The Contractor shall pay when due all Federal and state taxes and contributions for Social Security, unemployment insurance, income withholding tax, and other taxes measured by wages paid to the Contractor’s employees, as well as all sales, consumer, employment, use and similar taxes for the Work or portions of the Work provided by or through the Contractor or any subcontractor or vendor or relating to their operations or property. The Contractor acknowledges that its employees and agents are not entitled to workers’ compensation benefits or unemployment insurance benefits unless the Contractor or third party provides such coverage, and that WMATA does not pay for or otherwise provide such coverage.

2.70 ARTICLE 70 - SUCCESSORS AND ASSIGNS

The Contractor shall not assign any rights, duties, or obligations under this Contract. The Contractor shall not delegate any rights, duties, or obligations under this Contract (or subcontract any part of the performance required) without WMATA’s prior, express, written consent.

The Contracting Officer may recognize a third party as successor in interest to this Contract in the event of a transfer of all or substantially all of the Contractor’s assets, a change in a division of the Contractor involved in the performance of this Contract, or if a parent company provides performance guarantee(s) under this Contract, (i.e., sales of assets, transfer of assets pursuant to merger or consolation, or incorporation of a proprietorship or partnership). Such recognition shall be at the Contracting Officer’s discretion after review of the facts and circumstances surrounding each request. The Contracting Officer, at his or her discretion, may conduct an evaluation of the successor party’s capability to perform this Contract in the same manner and to the same extent that he or she conducted a responsibility determination as part of the original solicitation for this Contract. Should the Contracting Officer, for any reason, not recognize such a successor in interest, he or she may terminate this Contract.

Any attempt to transfer by assignment that the Contracting Officer does not authorize shall constitute a material breach of this Contract and the Contracting


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Officer may terminate this Contract in accordance with the “Termination for Default” article set forth in this Contract.


2.72 ARTICLE 72 - NO THIRD PARTY BENEFICIARIES

This Contract shall inure to the benefit of and be binding only upon the parties and their successors and assigns. The enforcement of the terms and conditions of this Contract and all rights of action relating to such enforcement shall be strictly reserved to the parties to the Contract. No other person or entity shall have any claim or right of action as a Contract beneficiary; all such non-parties shall be incidental beneficiaries only.

2.73 ARTICLE 73 - EXTENT OF AGREEMENT

This Contract represents the entire agreement between WMATA and the Contractor and supersedes all prior negotiations, representations or agreements, either written or oral. This Contract may be amended only by written instrument signed by the Contracting Officer and the Contractor.

2.74 ARTICLE 74 - COUNTERPARTS

This Contract may be executed in two or more counterparts, each of which shall be deemed an original having identical legal effect, and all of which together constitute the same instrument.

2.75 ARTICLE 75 - INTERPRETATION OF CONTRACT

No interpretation of any provision of this Contract shall be binding on WMATA unless signed by the General Manager, Contracting Officer or other WMATA employee with delegated warrant authority. No alteration or interlineation of this Contract shall be binding on WMATA unless expressly referenced in Contract.

2.76 ARTICLE 76 - SEVERABILITY

If any part of this Contract is held by any court of competent jurisdiction to be illegal or in conflict with any federal law or law of the State of District of Columbia/Commonwealth of Virginia, the validity of the remaining parts shall not be affected, and the rights and obligations of the Contractor and WMATA shall be construed and enforced as if the Contract did not contain the invalid part.

2.77 ARTICLE 77 - AUTHORITY

Each person executing this Contract expressly represents and warrants that he or she has been duly authorized by one of the parties to execute the Contract and to bind the party to the Contract terms and conditions.


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2.78 ARTICLE 78 - CHOICE OF LAW, JURISDICTION AND VENUE

This Contract shall be deemed to be executed in the District of Columbia, regardless of the domicile of the Contractor and shall be governed by and construed in accordance with the laws of the District of Columbia except to the extent, if any, superseded by Federal law.

The parties agree that any and all claims asserted by or against WMATA arising hereunder or related hereto shall be heard and determined either in the courts of the United States located in the District of Columbia, the State of Maryland or the Commonwealth of Virginia or in the courts of the District of Columbia, State of Maryland or Commonwealth of Virginia that maintain jurisdiction over such claims and where venue properly resides.

2.79 ARTICLE 79 - NON-WAIVER

WMATA’s waiver of, or failure to act on, any breach of a Contract term shall not operate to amend the Contract, be a waiver of any other term, or of the same term upon subsequent breach.

2.80 ARTICLE 80 - CRIMINAL BACKGROUND SCREENING REQUIREMENTS

As a prerequisite to eligibility for a WMATA-issued identification and access badge (“One Badge”), and in consideration for this Contract, the Contractor shall have the sole responsibility for, and shall assure, adequate criminal background screenings on a routine basis of all of its personnel who will be working on WMATA’s premises or otherwise have access to WMATA’s customers, property, or confidential information. All required criminal background check screenings of the Contractor’s personnel shall take into consideration (1) the nature of the services or work being performed with particular regard for the individual’s access to, and interaction with, WMATA’s customers, property and confidential information; (2) the nature or gravity of the offense or conduct resulting in a criminal conviction; and (3) the time that has lapsed since the conviction and/or completion of the sentence. At the time of Contract Award, the Contractor shall provide the Contracting Officer with a copy of its criminal background check screening policies and procedures to demonstrate that it considers these factors. The Contractor shall contract with, or otherwise engage, a reputable third-party vendor to conduct the required criminal background screenings, and shall provide the vendor with a copy of its criminal background check screening policies and procedures.

The Contractor shall not place any person on or engage any person under this Contract, unless that person passes the Contractor’s criminal background screening. At the end of each calendar quarter, the Contractor shall certify to the Contracting Officer’s Technical Representative on a form provided, its compliance with this criminal background screening requirement and confirm that all persons required to be screened passed the contractor’s criminal background screening before working on this Contract. For the sole purpose of monitoring the Contractor’s compliance, WMATA reserves the right to request additional documents or perform its own criminal background screening of Contractor’s


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personnel. The Contracting Officer will inform the Contractor, in writing, of any proposed action within a reasonable time before such action is taken.

The Contractor shall indemnify and hold WMATA harmless from any and all claims, demands, damages, costs and expenses, including attorneys’ fees and other costs and expenses associated with any claims, demands, requests for relief, and/or other liabilities arising out of or resulting from the contractor’s criminal background screening obligations and processes.

The Contractor will include this article in all subcontracts under this Contract, and ensure that its subcontractors undergo the required criminal background checks.

2.81 ARTICLE 81 - LIVING WAGE

The Authority’s Living Wage Policy and implementing regulations apply with respect to all contracts for services (including construction) awarded in an amount that exceeds $150,000 in a twelve (12) month period. If this Contract meets those criteria, the following requirements are applicable:

The Authority’s living wage rate is $13.85 per hour, and may be reduced by the Contractor’s per-employee cost for health insurance.

The Contractor shall:

(a) Pay WMATA’s living wage rate, effective during the time the work is performed, to all employees who perform work under this Contract;

(b) Include this “Living Wage” article in all subcontracts that exceed $150,000 in a twelve (12) month period awarded under this Contract;

(c) Maintain payroll records, in accordance with the requirements of this Contract, and include a similar provision in affected subcontracts that requires the subcontractor to maintain its payroll records for the same length of time; and

(d) Certify with each monthly invoice that WMATA’s living wage rate was paid to affected employees, or if applicable, certify prior to Contract award or Contract extension, if any, that one or more of the exemptions in paragraph (d) below applies.

(e) The Contractor shall not split or subdivide this Contract, pay an employee through a third party, or treat an employee as a subcontractor or independent contractor to avoid compliance with this “Living Wage” article

Exemptions to this “Living Wage” article include:

(a) Contracts and agreements subject to higher wage rates required by Federal law or collective bargaining agreements;

(b) Contracts or agreements for regulated utilities;


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(c) Emergency services to prevent or respond to a disaster or imminent threat to public health and safety;

(d) Contractor employees who work less than full time; and

(e) Contractors who employ fewer than ten (10) employees.

The Authority may adjust the living wage rate effective in January of each year. The adjustment will reflect the average living wage rate among Metro’s Compact jurisdictions with living wage rates. If after Contract award the living wage rate increases, the Contractor is entitled to an equitable adjustment to the Contract price in the amount of the increase for employees who are affected by the escalated wage.

Failure to comply with WMATA’s Living Wage Policy shall result in WMATA’s right to exercise available contract remedies, including contract termination, where no fraud is suspected.

If fraud is suspected, WMATA’s only remedy prior to adjudication by a court of competent jurisdiction is to report the matter to WMATA’s Office of Inspector General (OIG), the U.S. Department of Transportation’s Office of Inspector General (DOT-OIG), the Offices of Inspectors General of any state or Federal agency providing funding under this Contract and/or appropriate Federal, state and/or local law enforcement authorities.

2.82 ARTICLE 82 - METRIC SYSTEM

To the extent the Federal Government directs, the Contractor agrees to use the metric system of measurement in its Contract activities, in accordance with the Metric Conversion Act, as amended by the Omnibus Trade and Competitiveness Act, 15 U.S.C. § 205 (a) et. seq.; Executive Order No. 12770, “Metric Usage in Federal Government Programs,” 15 U.S.C. § 205(a) note; and applicable U.S. DOT or FTA regulations in accordance with applicable Federal directives. As practicable and feasible, the Contractor agrees to supply products and services with dimensions expressed in the metric system of measurement. Metric usage shall not be required to the extent that such use is impractical or is likely to cause significant inefficiencies or loss of markets to United States firms.

2.83 ARTICLE 83 - RESPONSIBILITY AND LIABILITY FOR WMATA PROPERTY

Generally, contractors are held liable for loss of WMATA property under the following types of contracts:

(a) Cost-reimbursement contracts.

(b) Time-and-material contracts.

(c) Labor-hour contracts.

(d) Fixed-price contracts.


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The Contracting Officer may pursue contractual remedies when the COTR determines that the contractor’s property management practices are noncompliant with contract requirements.

A prime contractor that provides WMATA property to a subcontractor shall not be relieved of any responsibility to WMATA that the prime contractor may have under the terms of the prime contract.

With respect to loss of WMATA property, the Contracting Officer, in consultation with the COTR, shall determine—

(a) The extent, if any, of contractor liability based upon the amount of damages corresponding to the associated property loss; and

(b) The appropriate form and method of WMATA recovery (may include repair, replacement, or other restitution).

2.84 ARTICLE 84 - MANAGEMENT OF WMATA PROPERTY

The Contractor shall have a system of internal controls to manage (control, use, preserve, protect, repair and maintain) WMATA property in its possession. The system shall be adequate to satisfy the requirements of this contract in doing so, the Contractor shall initiate and maintain the processes, systems, procedures, records, and methodologies necessary for effective and efficient control of WMATA property. The Contractor shall disclose any significant changes to its property management system to the COTR prior to implementation of the changes. The Contractor may employ customary commercial practices, voluntary consensus standards, or industry-leading practices and standards that provide effective and efficient WMATA property management that are necessary and appropriate for the performance of this contract (except where inconsistent with law or regulation).

The Contractor’s responsibility extends from the initial acquisition and receipt of property, through stewardship, custody, and use until formally relieved of responsibility by authorized means, including delivery, consumption, expending, sale (as surplus property), or other disposition, or via a completed investigation, evaluation, and final determination for lost property. This requirement applies to all WMATA property under the Contractor’s accountability, stewardship, possession or control, including its vendors or subcontractors (see paragraph (f)(1)(v) of this clause).

The Contractor shall include the requirements of this clause in all subcontracts under which WMATA property is acquired or furnished for subcontract performance.

The Contractor shall establish and maintain procedures necessary to assess its property management system’s effectiveness and shall perform periodic internal reviews, surveillances, self-assessments, or audits. Significant findings or results


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of such reviews and audits pertaining to WMATA property shall be made available to the COTR.

2.85 ARTICLE 85 - USE of WMATA PROPERTY.

WMATA-Furnished Materials.

WMATA may make available to the Contractor certain real property, improvements, materials, and information collected, compiled, or developed by WMATA staff, consultants, planning organization, or municipalities necessary to perform under this Contract. All such material furnished to the Contractor shall be used by it only in connection with the performance of this Contract and title thereto shall at all times remain in WMATA, or the third party from whom WMATA required the right to use such property. Upon termination or completion of this Contract, all such material shall be returned promptly to WMATA. Nothing in this Article shall be construed to confer upon WMATA any patent, copyright, license or other right to use any materials or information not owned by WMATA.

WMATA furnished property shall not become a fixture, or lose its identity as personal property by being attached to any real property. The Contractor shall use WMATA’s property, furnished under this Contract, only for performing this Contract, unless the Contracting Officer approves otherwise. Modifications or alterations of WMATA property are prohibited, unless they are (i) Reasonable and necessary due to the technical specifications for this Contract; (ii) Required for normal maintenance; or (iii) Otherwise authorized by the Contracting Officer. Risk of loss is on the Contractor for WMATA furnished property, i.e. the Contractor is liable for loss, theft, damage or destruction to WMATA property while it is in the Contractor’s possession or control. The Contractor shall take all reasonable actions necessary to protect WMATA’s property from loss, theft, damage or destruction. The Contractor shall do nothing to prejudice WMATA’s rights to recover against third parties for any loss, theft, damage or destruction to WMATA’s property.

The Contractor shall indemnify and save and hold harmless WMATA, its officers, agents, and employees against any liability, including costs and expenses, resulting from any negligence, or willful or negligent violation by the Contractor of proprietary rights, copyrights, or rights of privacy, arising out of the publication, translation, reproduction, delivery, performance, use, or disposition of any materials furnished by WMATA under this Contract. See Articles 83-91 for additional clauses relating to WMATA-furnished property.

Subject Data Created or Supplied by the Contractor.

All deliverables required under this Contract, including those in electronic form, prepared by the Contractor and/or its consultants are Subject Data for use solely with respect to the Work required herein. WMATA shall be deemed the owner of all Subject Data created under this Contract.

If a court of competent jurisdiction finds the Contractor to be the owner of any Subject Data created under this Contract, WMATA shall automatically be granted


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a perpetual nonexclusive, royalty free, and irrevocable license to reproduce and use, and permit others to reproduce and use solely for WMATA’s internal use, all Subject Data created under this Contract solely for the purposes of performing the Work or for future alterations, or additions to the Work. The Contractor shall obtain similar nonexclusive licenses from its consultants consistent with this Contract. If, and upon the date the Contractor is adjudged in default of this Contract, the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting WMATA to authorize other similarly credentialed professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Subject Data solely for purposes of completing, using and maintaining the Work, or for future alterations, or additions to the Work.

2.86 ARTICLE 86 - WMATA-FURNISHED PROPERTY.

WMATA shall deliver to the Contractor the WMATA-furnished property described in this contract. The Government shall furnish related data and information needed for the intended use of the property. The warranties of suitability of use and timely delivery do not apply to property acquired or fabricated by the Contractor as contractor-acquired property.

The delivery and/or performance dates specified in this contract are based upon the expectation that the WMATA-furnished property will be suitable for contract performance and will be delivered to the Contractor by the dates stated in the contract.

(a) If the property is not delivered to the Contractor by the dates stated in the contract, the Contracting Officer shall, upon the Contractor’s timely written request, consider an equitable adjustment to the contract, if the delay results in an economic loss to the Contractor.

(b) In the event property is received by the Contractor, or for WMATA-furnished property after receipt and installation, in a condition not suitable for its intended use, the Contracting Officer shall, upon the Contractor’s timely written request, advise the Contractor on a course of action to remedy the problem. Such action may include repairing, replacing, modifying, returning, or otherwise disposing of the property at the WMATA’s expense. Upon completion of the required action(s), the Contracting Officer shall consider an equitable adjustment to the contract (see also paragraph (f)(1)(ii)(A) of this clause).

(c) WMATA may, at its option, furnish property in an “as-is” condition. The Contractor will be given the opportunity to inspect such property prior to the property being provided. In such cases, WMATA makes no warranty with respect to the serviceability and/or suitability of the property for contract performance. Any repairs, replacement, and/or refurbishment shall be at the Contractor’s expense.


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The Contracting Officer may by written notice, at any time—

2.86.3.a.1 Increase or decrease the amount of WMATA-furnished property under this contract;

2.86.3.a.2 Substitute other WMATA-furnished property for the property previously furnished, to be furnished, or to be acquired by the Contractor for WMATA under this contract; or

2.86.3.a.3 Withdraw authority to use property.

(b) Upon completion of any action(s) under paragraph (d)(3)(i) of this clause, and the Contractor’s timely written request, the Contracting Officer shall consider an equitable adjustment to the contract.

The Contractor shall not cannibalize WMATA property unless otherwise provided for in this contract or approved by the Contracting Officer.

2.87 ARTICLE 87 - TITLE TO WMATA PROPERTY.

All WMATA-furnished property and all property acquired by the Contractor, title to which vests in WMATA under this paragraph (collectively referred to as “WMATA property”), is subject to the provisions of this clause. WMATA shall retain title to all WMATA-furnished property, including, but not limited to revenue vehicles. Title to WMATA property shall not be affected by its incorporation into or attachment to any property not owned by WMATA, nor shall WMATA property become a fixture or lose its identity as personal property by being attached to any real property.

Title vests in WMATA for all property acquired or fabricated by the Contractor in accordance with the financing provisions or other specific requirements for passage of title in the contract. Under fixed price type contracts, in the absence of financing provisions or other specific requirements for passage of title in the contract, the Contractor retains title to all property acquired by the Contractor for use on the contract, except for property identified as a deliverable (CDRL) end item. If a deliverable item is to be retained by the Contractor for use after inspection and acceptance by WMATA, it shall be made accountable to the contract through a contract modification listing the item as WMATA-furnished property.

Title under Cost-Reimbursement or Time-and-Material Contracts or Cost-Reimbursable line items under Fixed-Price contracts.

(a) Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a direct item of cost under this contract shall pass to and vest in WMATA upon the vendor’s delivery of such property.

(b) Title to all other property, the cost of which is reimbursable to the Contractor, shall pass to and vest in WMATA upon—

2.87.3.b.1 Issuance of the property for use in contract performance;


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2.87.3.b.2 Commencement of processing of the property for use in contract performance; or

2.87.3.b.3 Reimbursement of the cost of the property by WMATA, whichever occurs first.

2.88 ARTICLE 88 - CONTRACTOR PLANS AND SYSTEMS

Contractor shall establish and implement property management plans, systems, and procedures at the contract, program, site, or entity level to enable the following outcomes:

(a) Acquisition of Property. The Contractor shall document that all property was acquired consistent with its engineering, production planning, and property control operations.

(b) Receipt of WMATA Property. The Contractor shall receive WMATA property and document the receipt, record the information necessary to meet the record requirements of this clause, identify as WMATA-owned in a manner appropriate to the type of property (e.g., stamp, tag, mark, or other identification), and manage any discrepancies incident to shipment.

2.88.1.b.1 WMATA-furnished property. The Contractor shall furnish a written statement to the COTR containing all relevant facts, such as cause or condition and a recommended course(s) of action, if overages, shortages, or damages and/or other discrepancies are discovered upon receipt of WMATA-furnished property.

2.88.1.b.2 Contractor-acquired property. The Contractor shall take all actions necessary to adjust for overages, shortages, damage and/or other discrepancies discovered upon receipt, in shipment of Contractor-acquired property from a vendor or supplier, so as to ensure the proper allocability and allowability of associated costs.

2.89 ARTICLE 89 - RECORDS OF WMATA PROPERTY.

The Contractor shall create and maintain records of all WMATA property accountable to the contract, including WMATA-furnished and Contractor-acquired property.

Property records shall enable a complete, current, auditable record of all transactions and shall, unless otherwise approved by the COTR, contain the following:

(a) The name, part number and description, National Stock Number (if needed for additional item identification tracking and/or disposition) and other data elements as necessary and required in accordance with the terms and conditions of the contract.

(b) Quantity received (or fabricated), issued, and balance-on-hand.


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(c) Unit acquisition cost.

(d) Unique-item identifier or equivalent (if available and necessary for individual item tracking).

(e) Unit of measure.

(f) Accountable contract number or equivalent code designation.

(g) Location.

(h) Disposition.

(i) Posting reference and date of transaction.

(j) Date placed in service (if required in accordance with the terms and conditions of the contract).

Use of a Receipt and Issue System for WMATA Material. When approved by the COTR, the Contractor may maintain, in lieu of formal property records, a file of appropriately cross-referenced documents evidencing receipt, issue, and use of material that is issued for immediate consumption.

Physical inventory. The Contractor shall periodically perform, record, and disclose physical inventory results. A final physical inventory shall be performed upon contract completion or termination.

2.90 ARTICLE 90 - SUBCONTRACTOR CONTROL.

The Contractor shall award subcontracts that clearly identify items to be provided and the extent of any restrictions or limitations on their use. The Contractor shall ensure appropriate flow down of contract terms and conditions (e.g., extent of liability for loss of WMATA property).

The Contractor shall assure its subcontracts are properly administered and reviews are periodically performed to determine the adequacy of the subcontractor’s property management system.

2.91 ARTICLE 91 - MISCELLANEOUS PROVISIONS RELATED TO WMATA-FURNISHED PROPERTY.

Reports. The Contractor shall have a process to create and provide reports of discrepancies, loss of WMATA property, physical inventory results, audits and self-assessments, corrective actions, and other property related reports as directed by the Contracting Officer.

Relief of stewardship responsibility and liability. The Contractor shall have a process to enable the prompt recognition, investigation, disclosure and reporting


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of loss of WMATA property, including losses that occur at subcontractor or alternate site locations.

(a) This process shall include the corrective actions necessary to prevent recurrence.

(b) Unless otherwise directed by the COTR, the Contractor shall investigate and report to WMATA all incidents of property loss as soon as the facts become known. Such reports shall, at a minimum, contain the following information:

2.91.2.b.1 Date of incident (if known).

2.91.2.b.2 The type of property lost;

2.91.2.b.3 Quantity;

2.91.2.b.4 Accountable contract number;

2.91.2.b.5 A statement indicating current or future need;

2.91.2.b.6 Unit acquisition cost, or if applicable, estimated sales proceeds, estimated repair or replacement costs;

2.91.2.b.7 All known interests in commingled material that includes WMATA material;

2.91.2.b.8 Cause and corrective action taken or to be taken to prevent recurrence;

2.91.2.b.9 A statement that WMATA will receive compensation covering the loss of its property, in the event the Contractor was or will be reimbursed or compensated;

2.91.2.b.10 Copies of all supporting documentation;

2.91.2.b.11 Last known location;

2.91.2.b.12 A statement that the property did or did not contain sensitive, hazardous, or toxic material, and that the appropriate agencies and authorities were notified;

(c) Unless the contract provides otherwise, the Contractor shall be relieved of stewardship responsibility and liability for property when—

2.91.2.c.1 Such property is consumed or expended, reasonably and properly, or otherwise accounted for, in the performance of the contract, including reasonable inventory adjustments of material as determined by the COTR;


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2.91.2.c.2 The Contracting Officer grants relief of responsibility and liability for loss of WMATA property;

2.91.2.c.3 Property is delivered or shipped from the Contractor’s plant, under WMATA’s instructions, except when shipment is to a subcontractor or other location of the Contractor; or

2.91.2.c.4 Property is disposed of in accordance with this clause.

Utilizing WMATA property.

(a) The Contractor shall utilize, consume, move, and store WMATA Property only as authorized under this contract. The Contractor shall promptly disclose and report WMATA property in its possession that is excess to contract performance.

(b) Unless otherwise authorized in this contract or by the COTR, the Contractor shall not commingle WMATA material with material not owned by WMATA.

Maintenance. The Contractor shall properly maintain WMATA’s property. The Contractor’s maintenance program shall enable the identification, disclosure, and performance of normal and routine preventative maintenance and repair. The Contractor shall disclose and report to the COTR the need for replacement and/or capital rehabilitation.

Property closeout. The Contractor shall promptly perform and report to the COTR contract property closeout, to include reporting, investigating and securing closure of all loss of WMATA property cases; physically inventorying all property upon termination or completion of this contract; and disposing of items at the time they are determined to be excess to contractual needs.

(a) The Contractor shall establish and maintain Government accounting source data, as may be required by this contract, particularly in the areas of recognition of acquisitions, loss of Government property, and disposition of material and equipment.

Systems analysis.

(a) WMATA shall have access to the Contractor’s premises and all WMATA property, at reasonable times, for the purposes of reviewing, inspecting and evaluating the Contractor’s property management plan(s), systems, procedures, records, and supporting documentation that pertains to WMATA property. This access includes all site locations and, with the Contractor’s consent, all subcontractor premises.

(b) Records of WMATA’s property shall be readily available to authorized WMATA personnel and shall be appropriately safeguarded.

(c) Should it be determined by WMATA that the Contractor’s (or subcontractor’s) property management practices are inadequate or not


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acceptable for the effective management and control of WMATA property under this Contract, or present an undue risk to WMATA, the Contractor shall prepare a corrective action plan when requested by the Contracting Officer and take all necessary corrective actions as specified by the schedule within the corrective action plan.

(d) The Contractor shall gather information for and support WMATA’s customer and facility survey for the FTA’s Triennial Review, WMATA’s Metrorail and Metrobus Rider Survey, and the like.

(e) The Contractor shall ensure WMATA access to subcontractor premises, and all Government property located at the subcontractors’ premises, for the purposes of reviewing, inspecting and evaluating the subcontractors’ property management plans, systems, procedures, records, and supporting documentation that pertain to WMATA property.

Contractor Liability for WMATA Property.

(a) Unless otherwise provided for in the contract, the Contractor shall be liable for loss of WMATA property furnished or acquired under this contract, regardless of whether any one of the following applies—

The risk is covered by insurance or the Contractor is otherwise reimbursed (to the extent of such insurance or reimbursement). The allowability of insurance costs shall be determined in accordance with 31.205-19.

(b) The Contractor shall take all reasonable actions necessary to protect the property from further loss. The Contractor shall separate the damaged and undamaged property, place all the affected property in the best possible order, and take such other action as the Contracting Officer directs.

(c) The Contractor shall do nothing to prejudice WMATA’s rights to recover against third parties for any loss of its property.

(d) The Contractor shall reimburse WMATA for loss of its property, to the extent that the Contractor is financially liable for such loss, as directed by the Contracting Officer.

(e) Upon the request of the Contracting Officer, the Contractor shall, furnish to WMATA all reasonable assistance and cooperation, including the prosecution of suit and the execution of instruments of assignment in favor of WMATA in obtaining recovery.

Equitable adjustment. Equitable adjustments under this clause shall be made in accordance with the procedures of the Changes clause. However, WMATA shall not be liable for breach of contract for the following:

(a) Any delay in delivery of WMATA-furnished property.


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(b) Delivery of WMATA-furnished property in a condition not suitable for its intended use.

(c) An increase, decrease, or substitution of WMATA-furnished property.

(d) Failure to repair or replace WMATA property for which WMATA is responsible.

Contractor inventory disposal. Except as otherwise provided for in this contract, the Contractor shall not dispose of Contractor inventory until authorized to do so by the COTR or authorizing official.

(a) Predisposal requirements.

2.91.9.a.1 If the Contractor determines that the property has the potential to fulfill requirements under other contracts, the Contractor, shall request that the Contracting Officer transfer the property to the contract in question, or provide authorization for use, as appropriate. In lieu of transferring the property, the Contracting Officer may authorize the Contractor to credit the costs of Contractor-acquired property (material only) to the losing contract, and debit the gaining contract with the corresponding cost, when such material is needed for use on another contract. Property no longer needed shall be considered contractor inventory.

2.91.9.a.2 For any remaining Contractor-acquired property, the Contractor may purchase the property at the unit acquisition cost, if desired or make reasonable efforts to return unused property to the appropriate supplier at fair market value (less, if applicable, a reasonable restocking fee that is consistent with the supplier’s customary practices.)

(b) Inventory disposal schedules.

2.91.9.b.1 Absent separate contract terms and conditions for property disposition, and provided the property was not reutilized, transferred, or otherwise disposed of, the Contractor, as directed by the Contracting Officer shall draft an Inventory Disposal Schedule or electronic equivalent, to identify and report—

2.91.9.b.1.1 WMATA-furnished property that is no longer required for performance of this contract;

2.91.9.b.1.2 Contractor-acquired property, to which WMATA has obtained title pursuant to this Contract, which is no longer required for performance of the Contract; and

2.91.9.b.1.3 Termination inventory.

(c) The Contractor may annotate inventory disposal schedules to identify property that the Contractor wishes to purchase from WMATA, in the event that the property is offered for sale.


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(d) The Contractor shall provide the following information:

2.91.9.d.1 Any additional information that may facilitate understanding of the property’s intended use;

2.91.9.d.2 For work-in-progress, the estimated percentage of completion;

2.91.9.d.3 For precious metals in raw or bulk form, the type of metal and estimated weight;

2.91.9.d.4 For hazardous material or property contaminated with hazardous material, the type of hazardous material;

2.91.9.d.5 For metals in mill product form, the form, shape, treatment, hardness, temper, specification (commercial or Government) and dimensions (thickness, width and length);

(e) Property with the same description, condition code, and reporting location may be grouped in a single line item;

(f) Scrap should be reported by “lot” along with metal content, estimated weight and estimated value.

Submission requirements.

(a) The Contractor shall submit inventory disposal schedules to the COTR no later than—

2.91.10.a.1 30 days following the Contractor’s determination that a property item is no longer required for performance of this contract;

2.91.10.a.2 60 days, or such longer period as may be approved by the COTR, following completion of contract deliveries or performance; or

2.91.10.a.3 120 days, or such longer period as may be approved by the Contracting Officer, following contract termination in whole or in part.

(b) Unless the COTR determines otherwise, the Contractor need not identify or report production scrap on inventory disposal schedules, and may process and dispose of production scrap in accordance with its own internal scrap procedures. The processing and disposal of other types of WMATA-owned scrap will be conducted in accordance with the terms and conditions of the contract or the Contracting Officer’s direction, as appropriate.

Corrections. COTR may—

(a) Reject a schedule for cause (e.g., contains errors, determined to be inaccurate); and


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(b) Require the Contractor to correct an inventory disposal schedule.

Post-submission adjustments. The Contractor shall notify the COTR at least 10 working days in advance of its intent to remove an item from an approved inventory disposal schedule. Upon approval of the COTR, or upon expiration of the notice period, the Contractor may make the necessary adjustments to the inventory schedule.

Storage.

(a) The Contractor shall store the property identified on an inventory disposal schedule pending receipt of disposal instructions. WMATA will endeavor to furnish disposal instructions within 120 days following acceptance of an inventory disposal schedule.

(b) The Contractor shall obtain the COTR’s approval to remove property from the premises where the property is currently located prior to receipt of final disposition instructions. If approval is granted, any costs incurred by the Contractor to transport or store the property shall not increase the price or fee of any WMATA contract. The storage area shall be appropriate for assuring the property’s physical safety and suitability for use. Approval does not relieve the Contractor of any liability for such property under this Contract.

Disposition instructions.

The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of Contractor inventory as directed by the COTR. Unless otherwise directed by the Contracting Officer, the Contractor shall remove and destroy any markings identifying the property as WMATA-owned property prior to its disposal.

Disposal proceeds. As directed by the Contracting Officer, the Contractor shall credit the net proceeds from the disposal of Contractor inventory to the contract, or make a direct payment to WMATA.

Subcontractor inventory disposal schedules. The Contractor shall require its Subcontractors to submit inventory disposal schedules in accordance with the requirements of this clause.

Abandonment of WMATA property.

(a) WMATA shall not abandon sensitive property or termination inventory without the Contractor’s written consent.

(b) WMATA, upon notice to the Contractor, may abandon any non-sensitive property in place, at which time all obligations of WMATA regarding such property shall cease.


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(c) Absent contract terms and conditions to the contrary, WMATA may abandon parts removed and replaced from property as a result of normal maintenance actions, or removed from property as a result of the repair, maintenance, overhaul, or modification process.

(d) WMATA has no obligation to restore or rehabilitate the Contractor’s premises under any circumstances. If WMATA-furnished property is withdrawn or is unsuitable for its intended use, or if other WMATA property is substituted, then the equitable adjustment under this clause may properly include restoration or rehabilitation costs.

Communication. All communications under this clause shall be in writing.

2.92 ARTICLE 92 - MISCELLANEOUS PROVISIONS

A. Non-Solicitation - During the term of this Agreement and for one year after its termination or expiration Contractor shall not, without the prior written consent of WMATA, directly solicit for employment any person(s) employed by WMATA and in current positions relevant to the scope of the Contractor’s work for WMATA. Notwithstanding the foregoing. However, Contractor may hire WMATA employees who respond to general advertisements or publications (online or in hard copy) regarding Contractor’s routine employment opportunities.

B. Contractor Personnel – Contractor shall replace any employee that WMATA reasonably deems to be unsuitable, or whose continued participation in the work is deemed contrary to the best interests of WMATA or the Project. Except in circumstances deemed exigent by the Contracting Officer, the reason for replacement will be discussed between the Contractor and WMATA before a replacement directive is issued. Upon receipt of a written replacement directive specifying the date by which the replacement must occur, the Contractor shall proceed with the replacement and shall do so in a manner that minimizes, to the greatest extent practicable, any impact upon any the Contract or the Project.


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Exhibit Associated with Section 2.3 Article 30 (Insurance, Indemnity, and Bond Requirements)

Exhibit A Indemnification and Insurance Requirements

INDEMNIFICATION

1. Contractor shall indemnify, defend and hold harmless the Authority, its directors, officers, employees and agents, from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses (including reasonable attorney’s fees), of whatsoever kind and nature for injury, including personal injury or death of any person or persons; and for loss or damage to any property, including the property of the Contractor and the Authority, including but not limited to the WMATA-owned railcars assigned to Contractor in Contractor’s care, custody and control; occurring in connection with, or in any way arising out of the use, occupancy and performance of the work and/or any acts in connection with activities to be performed under this contract.

2. Contractor shall indemnify, defend and hold harmless the Authority, its directors, officers, employees and agents, against any and all claims, liabilities, losses, demands, damages, penalties, costs, charges, remedial costs, environmental claims, fees or other expenses including attorneys’ fees, related to, arising from or attributable to any effluent or other hazardous waste, residue, contaminated soil or other similar material discharged from, removed from, or introduced on, about or under the job site; provided, however, that the foregoing indemnity does not apply to loss or damage due to preexisting conditions, whether known or unknown.

3. If any action or proceeding relating to the indemnification required is brought against

the Authority, then upon written notice from the Authority to the Contractor, (i) in the Authority’s sole discretion, the Authority shall have the right and option to undertake and control the defense of such action or proceeding with counsel of its choice and to settle any such action or proceeding, at the Contractor’s sole cost and expense; or (ii) the Contractor shall, at the Contractor’s expense, resist or defend such action or proceeding by counsel approved by the Authority in writing, such approval not to be unreasonably withheld, but no approval of counsel shall be required where the cause of action is resisted or defended by counsel of any insurance carrier obligated to resist or defend the same. The Authority reserves the right to use its own counsel under this indemnity at Contractor’s sole cost and expense.

4. Contractor understands and agrees that it is Contractor’s responsibility to provide indemnification to the Authority pursuant to this Section. The provision of insurance, while anticipated to provide a funding source for this indemnification, is in addition to any indemnification requirements and the failure of Contractor’s insurance to fully fund any indemnification shall not relieve the Contractor of any obligation assumed under this indemnification.


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MINIMUM REQUIRED INSURANCE

NOTE: Contractor may self-insure the primary liability insurance requirement upon

WMATA’s review and approval. Details of Contractor’s self-insurance program must

be submitted to WMATA.

INSURANCE TYPE LIMITS BASIS

Workers’ Compensation Statutory

Employers’ Liability $1,000,000 Each Accident

$1,000,000 Disease Policy Limit

$1,000,000 Disease Each Employee

Commercial General

Liability

Commercial General Liability and Umbrella Excess

Liability will be provided as detailed below.

$5,000,000 Each Occurrence Limit

$5,000,000 General Aggregate Limit

$5,000,000 Products-Completed

Operations Limit

Property, including

Terrorism

Limits sufficient to cover all

WMATA railcars in

contractor’s care, custody

and control, and Dulles Rail

Yard contents and

equipment

Each Occurrence Limit

Business Auto Liability

$5,000,000 Combined Single Limit


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Pollution Liability

$5,000,000 Each Claim

Crime

$2,000,000 Each Claim

MINIMUM INSURANCE PROVISIONS

1) Contractor is required to maintain the prescribed insurance outlined in this Exhibit A during the entire period of performance under this contract. Notice to Proceed (NTP) will not be issued until all required insurance has been accepted by WMATA.

2) The prescribed insurance coverage and limits of insurance are minimum required coverages and limits. Contractor is encouraged, at its sole cost and expense, to purchase any additional insurance coverages and or limits of insurance that Contractor deems prudent and necessary to manage risk in the completion of this contract.

3) Upon written request from WMATA, contractor shall provide copies of any requested insurance policies, including applicable endorsements, within five (5) business days of such request.

4) Receipt, review or communications regarding certificates of insurance (COI), insurance policies, endorsements, or other materials utilized to document compliance with these Minimum Insurance Requirements does not constitute acceptance by WMATA.

5) Insurance companies must be acceptable to WMATA and must have an A. M. Best rating of at least A- VII.

6) Unless otherwise noted, “Claims Made” insurance policies are not acceptable. 7) Any insurance policy utilizing a Self-Insured Retention (SIR) requires written

approval from WMATA. 8) Contractor must incorporate these Minimum Insurance Requirements into

contract requirements of all subcontractors of every tier; however, Contractor, at its sole peril, may amend these Minimum Insurance Requirements for its subcontractors, but doing so does not relieve Contractor from its respective liability to WMATA.

9) Compliance with these Minimum Insurance Requirements does not relieve

Contractor from Contractor’s respective liability to WMATA, even if that

liability exceeds the Minimum Insurance Requirements.

COVERAGE-SPECIFIC REQUIREMENTS


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Commercial General Liability/Umbrella Excess Liability

WMATA will provide liability coverage to Contractor through WMATA’s excess liability program as follows:

1) WMATA will purchase and/or extend coverage from WMATA’s excess liability program to Contractor and Contractor’s subcontractors of every tier, for covered third party liability claims except for auto, professional, and pollution liability claims.

2) The terms and conditions of WMATA’s excess liability program are subject to change. This includes, but is not limited to coverage, limits of coverage, retentions, and reporting requirements. In the event that there is a material change to WMATA’s excess liability program, Contractor can petition WMATA to use Contractor provided insurance to supplement or replace WMATA’s excess liability program to address such material changes. WMATA will consider and not unreasonably withhold acceptance of Contractor’s reasonable alternative.

3) A sample redacted copy of WMATA’s excess liability policy forms part of this RFP, however WMATA reserves the right to amend the coverage provided under this program and/or purchase separate liability coverage at its sole discretion.

4) The coverage afforded to Contractor under this contract is limited to that provided by WMATA’s excess liability program and as determined by the program underwriters and their appointed legal representatives and claim adjusters.

5) Currently, WMATA purchases two hundred forty five million ($245,000,000) per occurrence limits of coverage in its excess liability program. WMATA reserves the right to amend the limits of coverage purchased and available to Contractor at its sole discretion.

6) Contractor will be responsible for a “Contractor Retention” which will be tied to the then-current retention associated with WMATA’s excess liability program. The current retention is a five million dollars ($5,000,000) Self Insured Retention (SIR). The Contractor Retention applies to each covered loss arising out of the scope of work of this contract.

a. Allocated Loss Adjustment Expense (ALAE) is in addition to the Contractor Retention.

7) Contractor may purchase insurance for, or self-insure the risk associated with the Contractor Retention.

a. Should Contractor elect to self-insure the risk associated with the Contractor Retention, Contractor will be required to provide WMATA with an irrevocable Letter of Credit in the amount of the applicable Contractor Retention and in a form reasonably acceptable to WMATA issued through a financial institution that is reasonably acceptable to WMATA.

b. Should Contractor elect to purchase insurance for the risk associated with the Contractor Retention, such insurance must conform to the conditions delineated below.

c. Notwithstanding “a” and/or “above, any insurance that may provide coverage to Contractor for loss arising out of this contract shall be


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endorsed with a Waiver of Subrogation Endorsement(s) in compliance with the Waiver of Subrogation” section below.

8) Contractor is responsible to adjudicate claims within Contractor Retention. a. WMATA reserves the right to associate with or assume defense of any

claims that WMATA is a defendant in litigation or claims that WMATA believes may exceed the Contractor Retention.

b. Contractor is required to provide WMATA with a report delineating all open and closed claims.

i. Report is due to WMATA on the first Monday of each new month.

ii. Minimum report detail shall include: 1. Name of Claimant(s) 2. Date of Loss 3. Brief Description of Loss 4. Contractor Total Incurred amounts, Reserve amounts,

Paid amounts and ALAE amounts. 5. If litigated, name and contact information of plaintiff and

defense attorney(s). c. Contractor is required to provide WMATA with notification of all

significant claims within Two (2) days of Contractor receiving notice of a significant claim. Significant claims include, but may not be limited to a fatality, dismemberment, the filing of litigation on any claim and/or any claim in which there is a reasonable expectation that the loss will exceed one million dollars ($1,000,000).

d. WMATA and its broker will be responsible for claim notifications to underwriters.

e. All claim notifications to WMATA should be sent to: Terry Smith WMATA Third Party Claims Manager 600 Fifth Street, NW Washington, DC 20001

Minimum Coverage Requirements for Contractor Purchased Liability Insurance

1) Commercial General Liability (CGL) shall be written on ISO Occurrence Form CG0001 (04/13) or its equivalent. Equivalency determination shall be made in WMATA’s sole and unreviewable discretion.

2) Required minimum limits of coverage may be achieved through a combination of the aforementioned CGL coverage form and an Umbrella/Excess Liability coverage form(s), provided that the Umbrella/Excess Liability coverage form(s) provides the same or broader coverage than the prescribed CGL coverage form.

3) Policy shall be endorsed with Additional Insured Endorsement(s) in compliance with the “Additional Insured” Section below.

4) Policy shall be endorsed with a Waiver of Subrogation Endorsement(s) in compliance with the Waiver of Subrogation” section below.


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5) Defense Costs (Allocated Loss Adjustment Expense) must be included and outside of the policy limits for all primary liability and Umbrella/Excess Liability policies.

Property

Contractor shall insure all assigned WMATA railcars, Dulles Rail Yard contents

and equipment in Contractor’s care, custody and control against physical

damage under an all-risks property policy with limits sufficient to cover their

replacement cost value.

Business Auto Liability

1) Business Auto Liability insurance shall be written on ISO Business Auto Coverage Form CA 00 01 03 06, or its equivalent. Equivalency determination shall be made in WMATA’s sole and unreviewable discretion.

2) Policy shall be endorsed with Additional Insured Endorsement(s) in compliance with the “Additional Insured” Section below.

3) Policy shall be endorsed with a Waiver of Subrogation Endorsement(s) in compliance with the Waiver of Subrogation” section below.

4) Business Auto Liability minimum Combined Single Limit requirements may be obtained through the combination of a primary business auto liability policy and an Umbrella/Excess Liability policy provided that the Umbrella/Excess Liability policy complies with items 2 and 3 above.

5) For work involving the transportation or disposal of any hazardous material or waste off of the jobsite, the following endorsements must be added: the MCS-90 Endorsement; form CA 99 48, broadened coverage for pollution liability; and the Non-Owned Disposal Site (NODS) Endorsement providing coverage for the Contractor’s legal liability arising out of pollution conditions at the designated non-owned disposal site.

Pollution Liability Insurance

Contractor, any subcontractor of any tier, or any supplier performing work that may in any way involve contact with, exposure to or release of hazardous materials including but not limited to construction, soil testing and demolition, is required to maintain Pollution Liability insurance as follows: 1) Coverage can be written on an “occurrence” or “claims-made” basis. 2) Coverage can be written on “non-admitted” paper. 3) Policy shall be endorsed with Additional Insured Endorsement(s) in compliance

with the “Additional Insured” section below.

Crime Insurance

Contractor is required to maintain crime insurance. The policy must include:


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1. Employee dishonesty coverage; 2. Theft insurance coverage, inside and outside; and 3. Client Property Endorsement.

OTHER

Additional Insured

1) Contractor and subcontractors of every tier are required to add WMATA and WMATA Board of Directors as additional insured on all required insurance including excess liability policies, with the exception of Workers’ Compensation.

2) Required insurance shall be primary and non-contributory. 3) Coverage provided to any Additional Insured shall be for claims arising out of

both ongoing operations and products and completed operations hazard. 4) Coverage available to any Additional Insured under the products and

completed operations hazard can only be limited to the applicable statute of repose in the jurisdiction(s) where the contract scope of work takes place.

5) Commercial General Liability and Umbrella/Excess Liability forms must provide defense coverage for additional insureds. The Additional Insured Endorsement shall provide coverage for Ongoing as well as Products and Completed Operations with no limitation on when claims can be made.

Waiver of Subrogation

Contractor and subcontractors of every tier are required to have all insurance policies endorsed to waive the respective insurance company’s rights of recovery against WMATA, and the WMATA Board of Directors.

1) Waiver shall be provided on an endorsement that is acceptable to WMATA.

Certificate of Insurance (COI)

Contractor shall provide WMATA an ACORD Certificate of Insurance (COI) and copies of all required endorsements as evidence that the insurance requirements of this Section have been satisfied. Certificates of Insurance shall be sent to WMATA.

The Certificate Holder box should read:

Washington Metropolitan Area Transit Authority Office of Insurance, Room 8F 600 Fifth Street, NW

Washington, DC 20001 Additionally:


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1) Proposed material modifications to required insurance, including notice of cancellation, must be received by WMATA in writing at least 30 days prior to the effective date of such change or cancellation.

2) WMATA’s receipt of copies of any COI, policy endorsements or policies does not relieve Contractor of the obligation to remain in compliance with the requirements of this Section at all times. Contractor’s failure to comply with these insurance requirements shall constitute a material breach of this Contract.

3) Receipt of the COI does not constitute acceptance of the insurance outlined above.


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REPRESENTATIONS & CERTIFICATIONS

Instructions: Check or complete all applicable boxes or blocks on this form and submit it with your offer.

2.93 TYPE OF BUSINESS ORGANIZATION

By submission of this offer, the offeror represents that it operates as [ ] an individual, [ ] a partnership, [ ] a limited liability company, [ ] a joint venture, [ ] a nonprofit organization, or [ ] a corporation, incorporated under the laws of the State of _________________.

Name Signature

Title Company

Date

2.94 AFFILIATION AND IDENTIFYING DATA

Each offeror shall complete 2.1, 2.2 if applicable, and 2.3 below, representing that:

It [ ] is, [ ] is not, owned or controlled by a parent company. For this purpose, a parent company is defined as one that either owns or controls the activities and basic business policies of the offeror. To own another company, means that the parent company must own at least a majority, i.e., more than fifty percent (50%), of the voting rights in that company. To control another company, such ownership is not required. If another company is able to formulate, determine or veto the offeror’s basic business policy decisions, such other company is considered the parent of the offeror. This control may be exercised through the use of dominant minority voting rights, use of proxy voting, Contractual arrangements or otherwise.

If the offeror is owned or controlled by a parent company, it shall insert in the space below the name and main office address of the parent company:

Name of Parent Company

Main Office Address (including ZIP Code)

If the offeror has no parent company, it shall provide in the applicable space below its own employer’s identification number


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(E.I.N.), (i.e., number used on Federal tax returns or, if it has a parent company, the E.I. N. of its parent company).

Offeror E.I. N.: _____________ or, Parent Company’s E.I. N.:______________

Name Signature

Title Company

Date

2.95 COVENANT AGAINST GRATUITIES

By submission of this offer, the offeror certifies, and in the case of a joint offer, each party thereto certifies as to its own organization, that in connection with this procurement:

Neither it nor any of its employees, representatives or agents have offered or given gratuities (in the form of entertainment, gifts or otherwise) to any Board member, employee or agent of WMATA with the view toward securing favorable treatment in the awarding, or administration of this Contract.

Name Signature

Title Company

Date

2.96 CONTINGENT FEES

By submission of this offer, the offeror certifies, and in the case of a joint offer, each party thereto certifies as to its own organization, that in connection with this procurement:

It [ ] has, [ ] has not, employed or retained any company or persons (other than a full-time, bona fide employee working solely for the offeror) to solicit or secure this Contract, and

It [ ] has, [ ] has not, paid or agreed to pay any company or person (other than a full-time, bona fide employee working solely for the


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offeror) any fee, commission, percentage, or brokerage fee contingent upon or resulting from the award of this Contract.

Name Signature

Title Company

Date

2.97 DEBARMENT, SUSPENSION, INELIGIBILITY, AND VOLUNTARY EXCLUSION

This certification is applicable to federally assisted contracts over $25,000.

Primary Covered Transactions. This certification applies to the offer submitted in response to this solicitation and will be a continuing requirement throughout the term of any resultant Contract.

2.97.1.a In accordance with the provisions of 2 C.F.R. Part 1200 and 2 C.F.R. Part 180, Subpart C, the offeror certifies to the best of its knowledge and belief that it and its principals:

2.97.1.b are not currently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or state department or agency;

2.97.1.c have not, within a three (3) year period preceding this offer, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) transaction or contract under a public transaction; violation of Federal or state antitrust statutes, or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

2.97.1.d are not currently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, state, or local) with commission of any of the offenses enumerated in paragraph (l)(ii) of this certification; and have not, within a three (3) year period preceding this offer, had one (1) or more public transactions (Federal, state, or local) terminated for cause or default.


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2.97.1.e Where the offeror is unable to certify to any of the statements in this certification, the offeror shall attach an explanation to this offer.

Lower Tier Covered Transactions. This certification applies to a subcontract at any tier expected to equal or exceed $25,000 and will be a continuing requirement throughout the term of this Contract.

2.97.2.a The prospective lower tier subcontractor certifies, by submission of this offer, that neither it nor its principals is currently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal or state department or agency.

2.97.2.b Where the prospective lower tier subcontractor is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

The Certification required by 6.2, above, shall be included in all applicable subcontracts and the Contractor shall keep a copy on file. The Contractor shall be required to furnish copies of certifications to the Contracting Officer upon his or her request.

Name Signature

Title Company

Date

2.98 CERTIFICATION OF INDEPENDENT PRICE DETERMINATION

By submission of its offer, the offeror certifies, and in the case of a joint offer, each party thereto certifies as to its own organization, that in connection with this procurement:

2.98.1.a The prices in this offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other offeror or with any other competitor;

2.98.1.b Unless otherwise required by law, the prices that are quoted in this offer have not been knowingly disclosed by the offeror and will not be knowingly disclosed by the offeror prior to award (in the case of a negotiated


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procurement), directly or indirectly, to any other offeror or to any competitor; and

2.98.1.c No attempt has been made or will be made by the offeror to induce any other person or firm to submit or not to submit an offer, for the purpose of restricting competition.

Each person signing this offer certifies that:

2.98.2.a He or she is the person in the offeror’s organization responsible for the decision regarding the prices being offered herein and that he/she has not participated, and will not participate, in any action contrary to 7.1.1 through 7.1.3 above; or

2.98.2.b He or she is not the person in the offeror’s organization responsible for the decision regarding the prices being offered herein, but that he/she has been authorized in writing to act as agent for the persons responsible for such decision in certifying that such persons have not participated; and will not participate, in any action contrary to 7.1.1 through 7.1.3 above; or and as their agent he or she does hereby so certify.

Name Signature

Title Company

Date

2.99 NONDISCRIMINATION ASSURANCE

By submission of this offer, the offeror certifies, and in the case of a joint offer, each party thereto certifies as to its own organization, in connection with this procurement, that it will not discriminate on the basis of race, color, creed, religion, national origin, sex, age, disability, sexual preference and/or gender identity in the performance of this Contract. The offeror is required to insert the substance of this clause in all subcontracts and purchase orders. The Contractor’s failure to carry out these requirements is a material breach of this Contract, that may result in the termination of this Contract or such other remedy as WMATA deems appropriate. The offeror further agrees by submitting this offer, that it will include this certification, without modification, in all subcontracts and purchase orders.


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Name Signature

Title Company

Date

2.100 DISCLOSURES OF INTERESTS OF WMATA BOARD MEMBERS

For purposes of this disclosure, terms in bold are defined by the Code of Ethics for Members of the WMATA Board of Directors a copy of which is available at www.wmata.com. Financial interests include ownership interests and prospective and actual income. Firm includes parents, subsidiaries and affiliates.

By submission of this offer, the offeror certifies, and in the case of a joint offer, each party thereto certifies as to its own organization, that to the best of its knowledge, information and belief in connection with this procurement:

[ ] No WMATA Board member, household member or business associate has a financial interest in this firm, in a financial transaction with WMATA to which this firm is a party or prospective party, or in an actual or prospective business relationship with WMATA to which this firm is a party.

[ ] The following WMATA Board member(s), household member(s) or business associate(s) has a financial interest in this firm, in a financial transaction with WMATA to which this firm is a party or prospective party, or in an actual or prospective business relationship with WMATA to which this firm is a party, Include in “Nature of Interest” below, a description of the financial interest and (1) for ownership interests, the value of the interest, the name and address of the firm in which the interest is held, and the total equity or equivalent interest of the firm; and (2) for income, the amount of all income received by the Board member, household member or business associate in the current and preceding fiscal year for services provided, and the name and address of the firm from which the income was received.

Name of Board Member Household Member or Business Associate

Nature of Interest

The certification required by 9.1 and 9.2 above shall be included in all subcontracts. The prime contractor shall furnish



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copies of certifications to the Contracting Officer and retain a copy for inspection upon his or her request.

Name Signature

Title Company

Date

2.101 CRIMINAL BACKGROUND SCREENING CERTIFICATION (QUARTERLY)

By submission of this offer, the offeror certifies that:

It will conduct or engage a reputable third-party vendor to conduct, criminal background screenings of all Contractor personnel who will have access to WMATA’s customers, WMATA’s property, or WMATA’s information in connection with this Contract. This requirement also applies to Contractors who engage with the general public on WMATA’s behalf.

It will screen for criminal convictions, all Contractor personnel who will have access to WMATA’s customers, the general public, WMATA’s property, or WMATA’s information and who work on this Contract during each calendar year within this Contract’s period of performance. The Offeror will provide certification that it conducted these screenings to the Contracting Officer’s Technical Representative (COTR) on a quarterly basis, on a form provided. The COTR will provide this information to WMATA’s Badge Office, for any Contractor employees or agents requiring a WMATA Contractors’ badge for admission to a WMATA facility.

The Offeror will conduct the screenings identified in paragraph 18.2 above according to WMA TA’ s Policy Instruction 7.2.3/2 “Criminal Background Checks,” (a copy is available at www.wmata.com under “Business with Metro”). The Offeror will take due regard for the nature of the job(s) to which the Contractor personnel are or would be assigned and their exposure to and interaction with WMATA’s customers and the general public.

The Offeror will determine that all Contractor personnel working on this Contract during the calendar year passed the Contractor’s criminal background screening and will be in good standing and otherwise fit to work on this Contract.

The Offeror has not obtained or otherwise been made aware of any information about any Contractor personnel working on this Contract that contradicts or otherwise impacts the



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Contractor’s determination that such persons passed the Contractor’s criminal background screening and/or are fit to work on this Contract.

The Contractor will flow this requirement down to all of its subcontractors who will have access to WMATA’s customers, the general public, WMATA’s property, or WMATA’s information and who work on this Contract during each calendar year within this Contract’s period of performance.

Name Signature

Title Company

Date

2.102 CERTIFICATION REQUIRED FOR ALL SAFETY-SENSITIVE CONTRACTS.

By submission of this offer, the offeror represents and certifies that it will comply with the Federal Transit Administration (FTA) regulations, “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations,” 49 C.F.R. Part 655, and applicable provisions of the U.S. Department of Transportation (DOT) regulations, “Procedures for Transportation Workplace Drug and Alcohol Testing Programs,” 49 C.F.R. Part 40.

Offeror agrees that its employees and agents, including but not limited to, safety sensitive subcontractors will be enrolled in a drug and alcohol testing program that meets the policy and procedural requirements listed in Appendix A of this document.

Offeror understands that Washington Metropolitan Area Transit Authority (WMATA) will perform oversight during the contract’s period of performance to ensure that the successful offeror complies with the DOT/FTA regulations.

Failure to comply with this certification may result in WMATA issuing sanctions and pursuing available contractual remedies.

Name Signature

Title Company

Date


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SCHEDULE B – SILVER LINE MOBILIZATION & START-UP SERVICES

3.1 Mobilization & Start-up Services

SLE Mobilization Process

The Silver Line Extension (“SLE”) has two construction phases. Phase 1, consisting of the portion of the SLE from its junction with the Orange Line near West Falls Church Station to the Wiehle-Reston East pocket track in Reston, VA, is in operation (“SLE Phase 1”). Phase 2, consisting of the portion of the SLE between the Wiehle-Reston East pocket track to Route 772 in Ashburn, VA, is under construction and is expected to be placed into service during 2020 (“SLE Phase 2”).

Development of Phase 2 is governed by the Cooperative Agreement for Phase 2 of the Dulles Corridor Metrorail Project (Silver Line) between the Washington Area Metropolitan Transit Authority and the Metropolitan Washington Airports Authority dated August 7, 2013 (the “Cooperative Agreement”).

The Cooperative Agreement identifies WMATA’s roles and responsibilities during design, construction, testing, start-up, and commissioning activities of Phase 2. During the mobilization and start-up period the Contractor will participate in testing, system performance demonstration, and pre-operational activities supporting the determination of Phase 2 operational readiness, and will prepare for and perform care, custody and control responsibilities of SLE Phase 2 prior to revenue operations. A high-level description of these activities is included in the Silver Line Phase 2 – Project Phase Responsibility Matrix set forth in Schedule B (see activities in the WMATA Maintenance and WMATA Operations rows, beginning with Dynamic Testing through and including Revenue). The Contractor’s responsibilities will be further refined in the process of WMATA’s development of the Phase 2 Rail Activation Plan. The Contractor must provide appropriately trained personnel to conduct the activities during mobilization and start-up that otherwise would be conducted by WMATA. Some of the activities will commence prior to the scheduled Substantial Completion Date (SSCD), which is scheduled to occur in August 2019.

Following SSCD the Contractor, in coordination with WMATA, will conduct “Operational Readiness Activities” (as used in the Cooperative Agreement) consisting of operational readiness testing, simulated service and other activities. Once the Contractor, with concurrence of WMATA, determines that the line is sufficiently complete to commence simulated service and other preparation for revenue service (As part of its response to the RFP, Contractor shall include an initial Mobilization & Start-up Schedule and Plan (“Plan”) covering all activities necessary to (i) participate and perform the necessary Services as required with WMATA in the activation of SLE Phase 2, and (ii) prepare and ramp-up for all of the Services set forth in Schedule C (including O&M of the entire SLE and train


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operations for the entire Silver Line Services), the Contractor, in coordination with WMATA, will assume care, custody and control of Phase 2 and will conduct Pre-Revenue Operations to simulate operation of the SLE under a variety of conditions and familiarize the Contractor staff with operation of the SLE. Following completion of Pre-Revenue Operations, the Contractor will commence revenue operation of the Silver Line Service (Revenue Operations Date or ROD). The ROD is anticipated to occur in June 2020.

Given the size and complexity of the SLE construction program, WMATA may modify the timing of the SSCD, ORD or ROD to reflect the progress of the SLE construction program.

Mobilization and Start-up Plan

As part of its response to the RFP, Contractor shall include an initial Mobilization & Start-up Schedule and Plan (“Plan”) covering all activities necessary to (i) participate and perform the necessary Services as required with WMATA in the activation of SLE Phase 2, and (ii) prepare and ramp-up for all of the Services set forth in Schedule C (including Maintenance and Station Operations of the entire SLE, and the option to expand the scope to include train operations for the entire Silver Line Services). The initial Plan should be comprehensive for all mobilization and start-up activities prior to the ROD. On the ROD, the Contractor shall be responsible for performing all of the Services set forth in Schedule C. The Plan may be updated by Contractor and WMATA periodically throughout the mobilization and start-up period, including to reflect any changes made to the SSCD, ORD and ROD as directed in writing by WMATA. Without limiting the foregoing obligation for a broad Plan, the Plan shall include at least the following:

A schedule containing the names of Key Personnel and a separate Key Personnel Directory containing contact information;

A schedule showing all material tasks with associated durations and key milestones from WMATA’s issuance of a Notice to Proceed (NTP) to the ROD including:

o A proposed schedule for hiring and training the personnel required to participate as required in training, Operations Readiness Testing and Pre-Revenue Operations of SLE Phase 2 and the Dulles Yard. The schedule should balance the requirement that adequate trained personnel be available during each step of the Mobilization Process with the need to avoid idle staff.

o A detailed plan for commissioning the Dulles Yard, including the Service and Inspection Facility for maintenance of railcars, the railcar wash facility, the facility for maintaining Maintenance of Way equipment, the transportation building, the warehouse and the vehicle storage facility;


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o A plan for condition assessment and transfer of rail cars and SLE Phase 1 infrastructure from WMATA;

o A plan for the provision of any equipment not provided by WMATA (including non-revenue vehicles);

o A plan to construct, on land provided by WMATA, facilities to accommodate Contractor train operations and rail car maintenance personnel at Largo Town Center station;

o Training and process documentation as described below.

o A cash flow projection and proposed payment schedule for activities set forth in the Plan (from the NTP to the ROD).

From a reporting perspective, it will be important that the Contractor can isolate those activities set forth in the Plan that are specifically related to SLE Phase 2 and provide such details as necessary related to the costs associated therewith (including appropriate levels of traceability and information as may be required for WMATA’s submission to MWAA). As part of Contractor’s proposal, Contractor should describe how it will fulfill these responsibilities.

In preparing the Plan, Contractor should incorporate the milestones set forth in Section 3.1.3 (Milestones) set forth below and take into account that between receipt of the Notice to Proceed and the ROD, the Contractor shall:

Provide adequately qualified personnel to be trained by WMATA and MWAA to act of the trainers for the Contractor’s personnel (using a train-the-trainer approach);

Participate with appropriately qualified personnel in all Operational Readiness Activities;

Participate with appropriately qualified personnel in all Pre-Revenue Operations Activities; and

Perform such Services as further described in Schedule B and C leading up to the ROD.

Milestones

Within 7 days after receipt of Notice to Proceed, the Contractor shall certify that the following Key Personnel identified in its response to this RFP have been appointed:

o Project Director


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o Head of Transportation (including stations)

o Head of Mechanical (including rail cars)

o Head of Maintenance of Way

o Head of Safety and Environment

o Head of Innovation, Performance Measurements and Systems Integration

These individuals must be approved by WMATA. They are expected to lead and manage the process, ensure milestones for their area of responsibility are met, and build out their respective staffs over the mobilization period to ensure a smooth and coordinated ramp-up of knowledge and capabilities prior to each applicable phase of the Plan.

Within 7 days after receipt of Notice to Proceed the Contractor and WMATA each shall appoint an individual to act as their SOW Liaisons (i.e., the primary point of contact for their respective organizations from the start of the Contractor mobilization through the ROD and throughout Schedule C, with the WMATA SOW Liaison referred to as the “WMATA Liaison” and the Contractor SOW Liaison referred to as the “Contractor Liaison”.)

Within 14 days after receipt of Notice to Proceed the Contractor will conduct a Mobilization Schedule and Plan Update meeting with WMATA to identify any changes required in the Mobilization Schedule and Plan

Within 30 Days after receipt of Notice to Proceed all approved Contractor Key Personnel must be physically present at the Contractor’s office in Washington, D.C. or Virginia

Within 30 days after receipt of Notice to Proceed the Contractor will implement its approved Drug and Alcohol Testing Program

Within 60 days after receipt of Notice to Proceed the Contractor and WMATA shall conduct a joint working session to align on the key areas of interfaces between Contractor and WMATA and what will be included in the applicable Standard Operating Procedures (SOP’s) that will be used to govern these interfaces between the Contractor and WMATA (see Section 3.4.1)

Within 90 days after receipt of Notice to Proceed the Contractor will submit to WMATA a schedule for delivery of any equipment or vehicles that it plans to provide


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Within 120 days after receipt of Notice to Proceed the Contractor shall submit a Draft System Safety Program Plan (SSPP) for WMATA review and approval (see Section 3.4.2)

Within 120 days of receipt of Notice to Proceed a Draft Continuity of Operation Plan (COOP) will be approved by WMATA (see Section 3.4.3)

Within 120 days after receipt of Notice to Proceed the Contractor and WMATA will agree on Standard Operating Procedures (SOP’s) governing Interfaces between WMATA and the Contractor (see Section 3.4.1)

No later than 120 days prior to the ORD the Contractor will submit all System Emergency Plans to WMATA (see Section 3.4.7)

No later than 120 days prior to the ORD, the Contractor will submit a Warranty Administration Plan to WMATA for approval.

Prior to the ROD:

o The Contractor shall perform a full operational readiness review to demonstrate to WMATA’s reasonable satisfaction that the Contractor is ready to undertake revenue service consistent with the requirements under the Contract as described in Schedule C;

o Initial Material Inventory – The Contractor shall provide an inventory of all spare parts and supplies that it has procured and stocked to support revenue operations and non-revenue facilities and equipment;

o Initial Rail Car Inventory and Condition Assessment – WMATA and the Contractor shall jointly review and approve an inventory and condition assessment of all rail car stock provided by WMATA;

o Initial Right of Way Structures and Systems Inventory and Condition Assessment – WMATA and the Contractor shall jointly review and approve an inventory and condition assessment of the SLE Phase 1 track, right of way structures, ATC system and low-voltage and traction power distribution systems;

o Stations Inventory and Condition Assessment – WMATA and the Contractor shall jointly review and approve an inventory and condition assessment of the SLE Phase I stations;

o Initial SLE Phase 2 Inventory and Condition Assessment – WMATA and the Contractor shall jointly review and approve an inventory and condition assessment of the SLE Phase 2 track, right-of-way structures, ATC system,


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low-voltage and traction power distribution systems and stations delivered by the Metropolitan Washington Airports Authority (MWAA), including the Dulles Yard; and

o Initial Support Equipment Inventory and Condition Assessment – WMATA and the Contractor shall jointly review and approve an inventory and condition assessment of all support equipment provided by WMATA or procured by the Contractor to support revenue service operations and equipment.

Governance

A Silver Line Mobilization Coordinating Committee (the “Committee”) will be established to provide oversight, guidance and decision making for the mobilization and start-up period. The Committee will meet monthly or at such other frequency as agreed by WMATA and the Contractor. The Contractor’s Key Personnel shall be members of the Committee and WMATA will appoint the appropriate peers to be members.

The Contractor shall provide written status updates to Contracting Officer every week. These updates should document accomplishments for the reporting period including, in particular, the Contractor’s progress in hiring and training sufficient personnel to participate and perform the required Operations Readiness Testing and Pre-Revenue Operations of SLE Phase 2 and the Dulles Yard as specified in its Plan and provide the Services set forth in the SOW in accordance with the Plan; describe the status of upcoming deliverables; identify any prospective or realized delays; and highlight any risks or issues identified. The WMATA and Contractor Liaisons will jointly determine whether any risks or issues identified require escalation and whether any require action prior to the next scheduled Committee meeting. In the case immediate action is necessary, a special Committee meeting will be scheduled to review the time critical risk(s) or issue(s).

The Contractor will report to the Contracting Officer documenting its accomplishment of each milestone defined in Section 3.1.3 and any such other key milestones that are included in the Plan. The Contractor’s completion of each milestone will be subject to WMATA’s reasonable approval.

3.2 Recruitment and Training

Employee Recruitment and Onboarding

The Contractor shall recruit, hire and onboard an initial cadre of managers and subject matter experts (SME’s) to be available for the training conducted by MWAA and/or its vendors and WMATA described in Section 3.2.4 below. WMATA shall provide the Contractor with sufficient notice of the dates on which training will be offered to allow for orderly recruitment, hiring and onboarding.


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The SME’s will participate in all SLE Phase 2 training, testing, commissioning and other Rail Activation activities to facilitate knowledge transfer and to minimize the number of WMATA personnel required for those activities.

Training

MWAA and/or its vendors and WMATA shall provide the initial cadre of Contractor employees with necessary training and associated materials sufficient for the Contractor to implement training programs for the balance of its employees.

The training provided by MWAA and/or its vendors and WMATA will be provided to the Contractor as a train-the-trainer exercise, so attendees must understand the information well enough to be able to train the rest of the Contractor’s staff that will be performing the relevant work on the SLE. With the exception of Train Operator training, the training provided to the Contractor mentioned in this section is intended to supplement the Contractor’s existing training courses and programs and may not provide an adequate program for all facets of the SLE operations and maintenance scope of work. If the Train Operations option is granted by WMATA, the Contractor is expected to train and certify Train Operators using the provided WMATA materials, policies and procedures. All SLE training operators must have the approved WMATA qualifications and competencies before being able to operate revenue equipment.

The Contractor shall provide a Training plan for all staff, including any training required

by WMATA. The Training Plan will include certification criteria, recertification schedules,

all training resources required, including; instructors, visual aids, classroom space,

training materials, and other training equipment as required by the specifics of the

employee task.

WMATA-Provided Training

WMATA training courses that will be made available to the Contractor are shown in Exhibit 1. For clarity, the WMATA-provided training and provided materials will have to be enhanced based on the MWAA training mentioned in Section 3.2.4 as SLE Phase 2 specific training materials are not included in the WMATA-provided training.

Exhibit 1 – Training Courses offered by WMATA


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Position Training Course Classroom OJT Notes

Train Operator Initial Train Operator

Training

5 Wks 12 Wks The on the job training (OJT)

portion includes 8 weeks in yard

rotation and 4 weeks on the

mainline. The Contractor will

have to participate in the class as

if they were training to be an

operator so that they can get the

experience especially the stick

time. All of our Instructors that

teach trains are former Train

Operators.

Station Manager Initial Station

Manager Training

9 Wks 3 Wks The OJT portion takes place in

the stations.

Interlocker Initial Interlocking

Training

2 Wks 3 Wks The OJT portion is in the yard.

Journeyman Traction Elevator

PMI

1 Day

The Contractor will hire certified

Journeyman. Therefore the

activities listed pertain only to

onboarding training and PMI.

Journeyman Hydraulic Elevator

PMI

1 Day

Journeyman Onboarding training

for new employees

1 Wks

Journeyman Lock-out/Tag-out

CBT

0.5 Day

Supervisors/Gen

Equip Mechanics

Emergency Tunnel

Ventilation System

1 Wks

Supervisors/Gen

Equip Mechanics

Drainage Pumping

Station

3 Days

Mechanics Traction Power -

High Voltage

6 Wks 4 Wks

Supervisors/Repairers Track Repairer 1 Wks

Supervisors/Inspectors Track

Walker/Inspection

6 Wks 4 Wks


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Position Training Course Classroom OJT Notes

All SOP 41 Non-Escort

Training

0.5 Day This is escort training for any

Contractor not going on to the

roadway.

Supervisors/Frontline Radio

Communication

3 Hrs This is the radio communication

training we provide to all

individuals who work on the

roadway.

Supervisors/Frontline RWP Initial Level 1 1 Day Initial is classroom

Supervisors/Frontline RWP Initial Level 2 2 Days Initial is classroom

Supervisors/Frontline RWP Initial Level 4 5 Days Initial is classroom

Supervisors/Frontline RWP Requalification

Level 1

1 Day Classroom done every two years;

WMATA’s CBT is done on the

alternate years


Level 2

1 Day Classroom done every two years;


alternate years


Level 4

2 Days Classroom done every two years;


alternate years

Required revenue equipment mechanics, supervisors, technicians and other crafts training is provided in the Data Room.

WMATA may, in its sole discretion, exempt certain Contractor personnel from participating in certain required training if it finds that such Contractor personnel has sufficient experience and prior technical training such that attending the Contractor-provided training (via train-the-trainer) is unnecessary.

As part of the response to this RFP, the Contractor shall provide a detailed training approach and plan description for all personnel working on the Silver Line. Training shall be included in its mobilization and start-up plan to adequately train all Contractor SLE operations and maintenance employees required for commencing Schedule C prior to the end of this Mobilization and Start-up phase and thereafter.


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Training Provided by MWAA and/or Its Vendors

MWAA and/or MWAA’s SLE Phase 2 vendors also will provide training concerning the operation and maintenance of equipment and facilities located on SLE Phase 2, including the Dulles Yard. A schedule of such training will be provided to the Contractor when it becomes available. Some of this training, especially training provided by vendors that have completed their work and wish to close out their contracts, may be provided early in the mobilization process and the Contractor must arrange for appropriate employees to receive the training.

3.3 Asset Condition Assessments

No later than 60 days prior to the ROD, the Contractor shall conduct a condition assessment of all SLE Phase 1 assets. If an assessment is not conducted for any asset, said asset will be considered in a condition as reported by WMATA. No later than 30 days prior to the ROD a joint review of all asset condition scores will be conducted and all scores will be agreed by the Contractor and WMATA.

The Contractor will participate in SLE Phase 2 Testing, Commissioning and other Rail Activation. This process will establish the asset condition as of the ROD.

3.4 Process Documentation

Process Interface SOP

Within 60 days of receipt of the Notice to Proceed, the Contractor and WMATA will have a joint working session to identify the key areas that Contractor and WMATA will interact and that will be included in the Standard Operating Procedure (SOP). By way of example only, areas can include interactions with the ROCC, MOCC, etc. Within 120 days of receipt of the Notice to Proceed, the Contractor and WMATA will agree upon how and to what extent each process accomplished by the Contractor will interface with WMATA processes. The result of those agreements should be documented in a project-specific Standard Operating Procedure (SOP) to ensure that expectations are clear and the details concerning how each interface will work is known by both the Contractor and WMATA.

SLE System Safety Program Plan (SSPP)

The Contractor will adopt and implement WMATA’s System Safety Program Plan (SSPP), which addresses and mitigates risks to customers and employees and is consistent with industry guidelines and best practices (see Schedule C, Section 4.6). This SSPP will be the governing document for all stages of the contract, including mobilization and start-up. The requirements within the SSPP shall be enforced from NTP through the duration of the contract. The adopted SSPP, or the Contractor’s SSPP, will comply with the FTA SMS Framework Guidance Document, August 2015 and any updates issued by the FTA and is approved by WMATA. A copy of WMATA’s SSPP is included in the Data Room. A draft


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SSPP will be submitted as part of the response to this RFP (see Schedule C, Exhibit 8.2) and the plan must be approved by WMATA within 120 days of Receipt of Notice to Proceed.

Developing and implementing a Continuity of Operation Plan (COOP)

The Contractor will develop and implement a Continuity of Operation Plan (COOP) specific to its operation of the SLE, including the Dulles Yard (see Schedule C, Section 4.6). The COOP provides strategic guidelines necessary for enhancing the Contractor’s ability to continue or rapidly resume essential transportation services regardless of an emergency, incident, threat, or infrastructure disruption. The COOP details mission, objectives, activation, and coordination concepts. A copy of WMATA’s COOP can be found in the Data Room. A draft COOP will be submitted as part of the response to this RFP (see Schedule C, Exhibit 8.2) and the plan must be approved by WMATA within 120 days of Receipt of Notice to Proceed.

Appointment of an ECO and development of an Environmental Management Program (EMP)

The Contractor shall designate an Environmental Compliance Officer (ECO) who will develop and implement an EMP to include policies and procedures documentation for all environmental program management, oversight and reporting requirements (see Schedule C, Section 4.6). EMP implementation shall be included in the mobilization and start-up plan and complete prior to Pre-Revenue Operations. The Environmental Compliance Officer must maintain the 40-hour Hazardous Waste and Emergency Response Operations (HAZWOPER) certification. Additionally, the ECO should be a Class B UST Operator to demonstrate knowledge of requirements for underground storage tank systems.

Warranty Administration Plan

The Contractor will develop and implement a Warranty Administration Plan (WAP) to include policies and procedures to maintain all assets pursuant to the requirements of their manufacturer or contractor warranties. This plan will be provided for WMATA review at least 120 days prior, and implemented prior to, Pre-Revenue Operations. The Contractor shall be responsible for filing, tracking, and pursuing of all warranty claims.

In the course of performing inspections and maintenance, the Contractor shall identify and document all defects covered by warranty, and shall promptly pursue warranty claims from component or system manufacturer or suppliers, and notify WMATA. Defects include both design and manufacturing/fabrication defects.


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Drug and Alcohol Testing Program

The Contractor will provide a Drug and Alcohol Testing Program with the RFP submittal and implement the program within 30 days of receipt of the Notice to Proceed (see Schedule B, Section 3.1.3).

System Emergency Preparedness Plans (SEPP)

The Contractor will provide a plan to adopt WMATA’s System Emergency Preparedness Plan (SEPP) for all facilities and the right of way within the SLE at least 120 days prior to Pre-Revenue Operations and the SEPP will be implemented prior to Pre-Revenue Operations.

Maintenance Plans

At least 120 days prior to Pre-Revenue Operations, the Contractor will provide documented maintenance and cleaning plans, policies and procedures for all stations, right- of-way, aerial structures, track, ATC, and power distribution systems located on the SLE, including Dulles Yard, and rail cars, as well as a deferred maintenance policies and procedures for each. All maintenance plans will be implemented prior to Pre-Revenue Operations.

Hazardous Materials Management

The Contractor must provide a hazardous and universal waste plan to properly manage

hazardous and universal wastes that will maintain and inspect waste accumulation

areas; provide timely disposal of hazardous waste; maintain disposal manifests; and

provide training to all employees who generate, handle or transport waste.

IT System Installation, Set Up and Implementation

The Contractor will agree with WMATA’s Department of Information Technology (IT) which systems they will need to access to document Services provided pursuant to Schedule C. If the Contractor proposes to access WMATA’s systems directly, the Contractor and IT will agree on policies and procedures to govern such access. If the Contractor will use a version of a WMATA system, or a different system, to document a Service the Contractor will propose, and IT will approve, an interface with WMATA’s systems. The following is a partial list of WMATA systems that will require Contractor interaction with or formatted data inputs:

GE IFIX – for power SCADA

IBM Maximo – Enterprise Asset Management (EAM), Computerized Maintenance Management System (CMMS) and Supply Chain Enterprise Services (SCES)


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IBM Maximo – Track asset analysis and configuration

Fleetwatch – Fuel commodity tracking and regulatory compliance

IBM Maximo – Configuration information

Johnson Controls “Facility Explorer” Building Automation System (BAS)

Optram – Decision support system for proactive management of rail assets

General Order and Track Rights System (GOTRS) – WMATA custom software used for comprehensive track maintenance planning, track rights scheduling & execution application

Rail Performance Monitor (RPMS) – WMATA custom software tool that captures and reports yard/terminal activity

Windchill – Asset Lifecycle Management

SMS – Safety Management System

Passenger Information Display Screen (PIDS)

Station Managers Kiosks Terminals (for accessing Intranet and Internet apps)

Safety Management System (SMS)

Electronic Safety & Security (ESS) Workstations

Station Operations Consoles

As part of the response to this RFP, the Contractor shall provide a detailed initial IT system implementation approach and plan description and incorporate relevant parts of that into the mobilization and start-up plan. All IT systems will be required to be fully implemented prior to Pre-Revenue Operations.

3.5 Supply Chain Sourcing of Parts and Warehouse Set Up

The Contractor will identify and source all parts, materials and supplies necessary to provide the Services described in Schedule C. The Contractor will store such materials and supplies at the warehouse located at the Dulles Yard. WMATA will make Silver Line Phases 1 and 2 spare parts available to the Contractor, however, it will be the Contractor’s responsibility to take possession of the parts and, where necessary, relocate them to the Dulles Yard.

3.6 Organization Charts

Organization charts will be provided by the Contractor within 60 days of receipt of NTP and updated at least every 60 days until the ROD.


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Table 1 - Silver Line Operations and Maintenance Contract Deliverables Requirements List

Silver Line Operations and Maintenance Contract Deliverables Requirements List

Description Related Section

Detailed Staffing Plan RFP 4.3.1

Mobilization and Start-Up Plan Schedule B, 3.1.2

Key Personnel Directory Schedule B, 3.1.3

Detailed Personnel Training Plan Schedule B, 3.2

On-Going Safety and Training Program Plan Schedule B, 3.2

Material Inventory and Condition Assessment Schedule B, 3.3

Rail Car Inventory and Condition Assessment Schedule B, 3.3

Stations and Adjacent Structures and Facilities Inventory and Condition

Assessment Schedule B, 3.3

Right of Way Track, Structures and Systems Inventory and

Condition Assessment Schedule B, 3.3

Dulles Maintenance Facility Inventory and Condition Assessment Schedule B, 3.3

Support Equipment Inventory and Condition Audit Schedule B, 3.3

Detailed System Safety Plan Schedule B, 3.4.2

Continuity of Operations Plan (COOP) Schedule B, 3.4.3

Environmental Management Program (EMP) Schedule B, 3.4.4

Warranty Administration Plan Schedule B, 3.4.5

Drug and Alcohol Testing Program Schedule B, 3.4.6

System Emergency Preparedness Plan (SEPP) Schedule B, 3.4.7

Right of Way Structures and Systems Maintenance Plan Schedule B, 3.4.8

Dulles Yard Maintenance Plan Schedule B, 3.4.8

Rail Car Maintenance Plan Schedule B, 3.4.8

Deferred Maintenance Management Plan Schedule B, 3.4.8

Rail Car Cleaning & QA Plan Schedule B, 3.4.8

Hazardous Materials Management Plan Schedule B, 3.4.9

Information Technology Systems Implementation and Management Plan Schedule B, 3.4.10

Organizational Chart Schedule B, 3.6


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All CDRL deliverables included in Table 1 are subject to WMATA’s review, comment and approval. The Contractor should include drafts of the foregoing CDRLs as part of its Proposal for WMATA’s evaluation purposes. If awarded the Contract, the Contractor shall deliver the CDRL deliverables by no later than the dates specified or, if no date is specified, at least 120 days in advance of the ROD to ensure that WMATA has time to review, comment and approve them.


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SCHEDULE C – SILVER LINE OPERATIONS & MAINTENANCE SERVICES

4.1 Overview

Description of the Washington Metropolitan Area Transit Authority (WMATA)

The Washington Metropolitan Area Transit Authority (WMATA) was created in 1967 by an interstate compact among the District of Columbia and the States of Maryland and Virginia. WMATA was created to plan, develop, build, finance, and operate a balanced transportation system for the national capital area which consists of a 1,500-square mile area with a population of approximately 4 million.

Today, WMATA’s rail operations include 233 miles of revenue track, 9 major yards, 100 miles of tunnels, 91 stations and 1,242 railcars. The rail operations are conducted through six services (the Red, Orange, Blue, Yellow, Green and Silver). The railcar fleet is composed of five series of cars. More complete information concerning WMATA’s operations and assets and the physical condition of its assets is available in the Data Room. (See Metro Facts 2017; 10-Year Capital Needs, Inventory and Prioritization, CY 2017-2026 Needs).

Description of the Silver Line Extension (SLE)

The Silver Line Extension (SLE) is a double-track, electrified heavy rail line extending 23.1 route miles from KN Junction, which is located between the East Falls Church and West Falls Church stations on the Orange Line, to Ashburn Station, which is located in the median of the Dulles Greenway near the intersection with Route 772 in Loudoun County, Virginia. When complete, the line will serve 11 new stations, including a station at Washington Dulles International Airport. Much of the line is constructed in the median of limited access toll highways. The line includes two tunnels totaling 5,400 feet.

The SLE is being constructed in two phases. Phase 1, which was placed in service on July 26, 2014, includes 11.7 route miles of track and serves five stations. These include McLean, Tysons Corner, Greensboro, Spring Hill and Wiehle-Reston East. Phase I serves the Tysons area, which is Virginia’s largest employment center and the location of two large shopping malls, and the planned community of Reston. Phase 2, which is expected to open during 2020, includes 11.4 route miles of track and will serve six stations. These include Reston Town Center, Herndon, Innovation Center, Washington Dulles International Airport, Loudoun Gateway and Ashburn.

The SLE includes a yard near the Washington Dulles International Airport (the Dulles Yard), which provides initial capacity to store 184 railcars with space to expand to 228 railcars. The Dulles Yard also includes a Service and Inspection Facility for maintenance of railcars, a railcar wash facility, a facility for maintaining Maintenance of Way equipment, a warehouse, a transportation building, and a vehicle storage facility. The yard and maintenance facility will be the largest on the WMATA system.


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Phase 2 of the SLE is being built by the Metropolitan Washington Airports Authority (MWAA). Ownership will be transferred to WMATA at project completion and prior to the initiation of operation by the Contractor.

Description of the Silver Line Service

The Silver Line is one of six train services operated by WMATA. Silver Line Service trains currently operate between Largo Town Center in Prince Georges County on the east and Wiehle-Reston East in Fairfax County on the west. Upon completion of the SLE Phase II Silver Line Service trains will continue to Ashburn in Loudoun County on the west. Silver Line Service trains now serve 28 stations, including:

Five stations on the SLE from McLean to Wiehle-Reston East.

Eighteen stations on the Orange Line between East Falls Church and Stadium-Armory.

Five stations on the Blue Line between Benning Road and Largo Town Center.

Upon completion of the SLE Phase II, Silver Line trains will serve six additional stations between Reston Town Center and Ashburn.


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(a) Exhibit 1.3.1 WMATA Train Services

Between East Falls Church and Rosslyn Silver Line Service trains operate as part of a coordinated service with Orange Line trains. Between Rosslyn and Stadium Armory Silver Line Service trains operate as part of a coordinated service with Blue and Orange Line trains. Between Stadium Armory and Largo Town Center Silver Line Service trains operate as part of a coordinated service with Blue Line Trains.

WMATA is analyzing potential capital investments that would permit it in the future to modify the routing of Silver Line Service trains, either by turning Silver Line trains at D&G Junction located east of the Stadium Armory station or at West Falls Church. Should these investments occur adjustments the contract would be made to reflect the change in the operated car miles.


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The rail distance between Largo Town Center and Wiehle-Reston East is 32.7 miles. Upon opening of SLE Phase II the distance from Largo Town Center to Ashburn will be 44.1 miles. The running time between Largo Town Center and Wiehle-Reston East is approximately 1 hour and 12 minutes. Upon completion of SLE Phase II the running time between Largo Town Center and Ashburn will be approximately 1 hour and 43 minutes.

Current revenue service periods, headways and train consists for the Silver Line Service are shown in Exhibits 1.3.2 and 1.3.3.

(b) Exhibit 1.3.2 Silver Line Service First and Last Trains

Departing Largo Town

Center Departing Wiehle-Reston

East

First Train Monday – Friday 5:01 AM 5:00 AM

First Train Saturday 7:01 AM 7:00 AM

First Train Sunday 8:01 AM 8:00 AM

Last Train Monday – Friday 10:51 PM 10:46 PM

Last Train Saturday 12:21 AM 12:16 AM

Last Train Sunday 10:21 PM 10:16 PM

(c) Exhibit 1.3.3 Silver Line Service Headways

Time Headway Train Consist

Monday – Friday

AM Rush (5 AM – 9:30 AM) 8 Minutes 20 consists (15 6-car; 5 8-car)

Midday (9:30 AM – 3 PM) 12 Minutes 13 consists (all 6-car)

PM Rush (3 PM – 7 PM) 8 Minutes 20 consists (15 6-car;5 8-car)

Evening (7 PM – 9:30 PM) 12 Minutes 13 consists (9 6-car; 4 8-car)

Late Night (9:30 PM – Close) 20 Minutes 9 consists (6 6-car; 3 8-car)

Saturday

Daytime (7 AM – 9:30 AM) 12 Minutes 14 consists (all 6-car)


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Late Night (9:30 AM – Close) 20 Minutes 9 consists (all 6-car)

Sunday

Daytime (8 AM – 9:30 PM) 15 Minutes 11 consists (all 6-car)

Late Night (9:30 PM – Close) 20 Minutes 9 consists (all 6-car)

In addition, two gap trains must be made up every day and manned throughout the day to respond to incidents. One gap train should be positioned at each terminal.

Once SLE Phase II enters service, an additional six (6) train consists (three 8-car and three 6-car) will be required during peak periods. Three (3) additional consists will be required off-peak and on weekends.

WMATA currently intends to assign 102 6000-series cars and 128 7000-series cars to the Silver Line Service. The 6000-series cars can be configured to make up 6-car or 8-car trains. The 7000-series cars run as 8-car trains. The spare ratios assumed are 20 percent for the 6000-series (84 cars and 18 spares) and 15 percent for the 7000-series (112 cars and 16 spares).

A representative schedule for the Silver Line Service between Largo Town Center and Ashburn is included in Data Room.

4.2 Roles

WMATA’s Role

WMATA will continue to perform the following functions pertaining to the operation of the SLE and the Silver Line Service:

The Rail Operations Central Control (ROCC) will control the SLE and movement of all Silver Line Service trains in revenue service and must approve power outages on the SLE 24 hours per day 7 days per week.

The Maintenance Operations Center (MOC) will control access to the SLE for maintenance purposes during revenue hours;

The Metro Transit Police Department (MTPD) will provide all police services with respect to the SLE Stations and Silver Line Service trains, and will maintain liaison with Federal, state and local security officials. The Contractor’s responsibilities include providing unarmed security to patrol and control access to the Dulles Yard or other contractor staff facilities as required;

The WMATA Safety Department will receive all safety inspection reports;


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WMATA will operate and maintain any CCTV or other security cameras or systems;

The WMATA Fire Marshal’s Office (FMO) will be responsible for fire code compliance on the SLE and on Silver Line Service trains;

WMATA will stock and service the fare vending machines and will maintain the fare collection software and communications system. The Contractor’s responsibilities include maintaining the Automatic Fare Collection (AFC) gates;

WMATA will set fares, span of service, and service frequency and schedule (including during planned and unplanned interruptions);

WMATA will provide standards for passenger information and wayfinding signage;

WMATA will communicate with government officials and the media and following-up with customers concerning complaints;

WMATA will provide reports required by the Federal government;

WMATA will coordinate responses to weather and other emergencies;

Unless otherwise agreed, WMATA will perform mid-life rebuilds and other heavy overhauls for railcars assigned to the Silver Line Service;

Unless otherwise agreed, WMATA will fund and the Contractor will install on the railcars assigned to the Silver Line Service and on the SLE any components required to make the railcars or line compatible with the remainder of the WMATA system or that WMATA wishes to test on the Silver Line Service and/or SLE.

The Contractor’s Role

Except for those roles specifically retained by WMATA, the Contractor is responsible for performing all functions required to operate the Silver Line Service, to maintain the rail cars assigned to the Silver Line Service, and to operate and maintain the SLE. In the event the rail operation option is not exercised, this portion of the contract will be limited to maintenance and station operations. Any questions concerning the scope of the Contractor’s responsibility should be addressed through questions during due diligence.

The Contractor’s responsibilities include:

Cleaning, inspecting and performing all necessary Corrective, Preventive, and Program maintenance pertaining to the 230 6000-series and 7000-series railcars assigned to the Silver Line Service;

Maintaining and inspecting the SLE infrastructure, including the fixed aerial guideway, track structure, Automatic Train Control (ATC) system, and power distribution systems;


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Maintaining Right of Way (ROW) clear of obstructions, including but not limited to ice and snow removal, vehicle, and other articles that may obstruct train movement;

Operating and maintaining the Dulles Yard;

Operating and maintaining the stations located on the SLE;

Providing all administrative functions necessary to support maintenance and operation of the SLE and the Silver Line Service, including:

Purchasing and logistics for all materials and supplies required to maintain the SLE infrastructure and the railcars used in the Silver Line Service. Parts and materials purchased must either be previously approved by WMATA’s Engineering Department or submitted to WMATA’s Engineering Department for approval;

Human resources and training;

Engineering;

Legal;

Key Management Staff and Personnel (See Section 3, Silver Line Schedule B, Silver Line Mobilization & Start-up Services);

Providing all non-revenue vehicles, whether on-track or off-track, required to operate and maintain Silver Line Service and/or the SLE;

Adopting and implementing the relevant portions of the WMATA System Safety Program Plan (SSPP) or developing a system safety plan acceptable to WMATA;

Developing and implementing an Environmental Management Program;

Providing a bridge bus service solution for emergency, planned and unplanned service interruptions on the SLE. The buses shall be ADA-accessible, at all hours of operations, to provide lift or ramp accessibility to accommodate shuttle passengers using mobility services. The Contractor shall submit a plan to provide bus bridge service to WMATA for review and approval (additional relevant ADA and Electronic Device Usage Policies are available in the Data Room).

Complying with all applicable Federal, State and local laws and regulations. A compilation of statutes and regulations with which WMATA currently complies is included in the Data Room.

The option to extend the scope of the contract to include the rail operation of all Silver Line trains between Ashburn and Largo Town Center according to the schedule established, and periodically revised, by WMATA;


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All operation and maintenance plans must be approved by WMATA prior to implementation or construction.

Objectives and Approach

WMATA is seeking to contract with a partner to operate and maintain the SLE, with the option to operate the Silver Line Service. WMATA wishes to:

Provide safe, clean, reliable, customer-oriented, accessible and professional public transportation services;

Achieve savings in the cost to operate the Silver Line Service and to operate and maintain the SLE; and

Draw upon the national and, in some case, global experience of transit operators to:

Improve the experience and satisfaction of customers using the Silver Line

Support ridership growth on the Silver Line and, in particular, the SLE

Identify methods and procedures to improve the efficiency and innovation of operations and maintenance on the Silver Line that can be migrated to the remainder of WMATA’s operations.

In preparing this Request for Proposals, in most cases WMATA has described in general terms the outcome it wishes to achieve and has left it to each respondent to apply its experience and expertise to describe how it would achieve those outcomes.

4.3 Operations

Train Operations

In the event the Train Operations option is exercised, the Contractor’s responsibilities will include:

Recruiting and training and qualifying (and as necessary, requalifying) a sufficient number of Train Operators and Rail Operations Supervisors to fill all positions required to operate all trains specified in the Silver Line Service schedule developed by WMATA. Staffing must provide coverage for both scheduled and non-scheduled absences;

Scheduling the Train Operators and Rail Operations Supervisors;

Train make-up and dispatch/receiving;

Supplying a qualified Train Operator and a serviceable train for each scheduled train departure at Ashburn, Largo and any intermediate station with a scheduled train origination;

Operating all Silver Line Service trains;


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Providing adequate operations supervision available at Ashburn and Largo Town Center and on the SLE; and

WMATA will provide training for a limited number of Contractor employees who will, in turn, train the Contractor’s Train Operators and Rail Operations Supervisors, who will also provide recertification as necessary. The Train Operators must be qualified to operate Silver Line Service trains. In addition, to provide WMATA with operating flexibility, the Contractor’s Train Operators must be qualified to operate on the Orange Line between Stadium-Armory and New Carrollton and over the entire Blue Line.

The Contractor’s responsibilities include providing sufficient Train Operators at the beginning of each day at Largo Town Center to operate Silver Line Service trains that were cleaned and inspected at Largo Yard overnight and being put into service at Largo Town Center.

The Contractor’s responsibilities include providing two Train Operators and two train sets each day to act as gap trains.

If the Contractor requests, WMATA will make available land for a trailer at the Largo Town Center station to house the Contractor’s maintenance and operating staff.

The Contractor must maintain sufficient rail operations supervisors to respond to problems with Silver Line service trains on the SLE, or the core system, and to relieve train operators as necessary. The Rail Operations Supervisors must maintain radio contact with the Contractor’s train operators and with the ROCC at all times while on duty.

Station Operations

The Contractor’s responsibilities include:

Recruiting, training, qualifying (and, as necessary, requalifying) and scheduling sufficient station personnel to staff stations located on the SLE between McLean and Ashburn during revenue service hours, including any time prior to and after revenue service hours required for station opening and closing. Staffing must provide coverage for both scheduled and nonscheduled absences. In addition to training conducted by the Contractor, station personnel are required to complete successfully training conducted by the Metro Transit Police Department (MTPD) concerning security and emergency procedures, and to complete successfully periodic drills and inservice training conducted by the MTPD;

Supervising station personnel to ensure that they are at a minimum:

o Assisting passengers in the operation of fare vending equipment and the AFC gates;


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o Assisting passengers seeking directions or assistance with riding Metro;

o Monitoring the AFC gates to prevent or detect fare evasion;

Reporting security threats, suspicious packages, suspicious persons, unsafe conditions, accidents or injuries, fires, and fare evaders to the MTPD;

Reporting incidents that could affect train operations to the ROCC;

Assisting passengers who become ill or are injured until the MTPD or other police or fire officers arrive;

Working under the direction of the MTPD and ROCC to respond to emergencies;

Starting and stopping escalators at the beginning and end of revenue service; and

Monitoring the cleanliness of the stations.

The Metrorail Stations Standard Operating Procedures Handbook is available in the Data

Room.

Lost and Found

The Contractor’s responsibilities include recovering lost property from Silver Line Service trains and stations located on the SLE and preparing them for transport to Metro Lost & Found in accordance with WMATA Policy/Instruction 14.1/1, as it may be amended from time to time.

A copy of Policy/Instruction 14.1/1 is available in the Data Room.

4.4 Infrastructure Maintenance

Tables showing the division of maintenance responsibilities for SLE infrastructure among WMATA and other agencies (“Maintenance Responsibility by Functional Feature – Trackway”, “Maintenance Responsibility by Functional Feature – Station Areas” and “Maintenance Responsibilities by Functional Feature – Ancillary Facilities”) are available in the Data Room. The Contractor’s responsibilities include assuming all maintenance responsibilities assigned to WMATA in those tables.

For all maintenance tasks, except those related to track, aerial structures, tunnels and Automated Train Control (ATC), WMATA uses OEM standards as its baseline standards and specifications, and follows or improves upon those standards and specifications. Preventive maintenance schedules and standard operating procedures are developed from these baseline standards and specifications.

WMATA’s track maintenance standards are embedded in TRST-1000 Track Maintenance & Inspection Procedures (TRST-1000), which is available in the Data Room.


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Contractors are expected to treat these procedures as informational only. Contractors are expected to respond to each maintenance area with their proposed interpretation of these standards. The response should include a maintenance plan with an explanation of how a given standard or specification will be met or improved upon (See Exhibit 8.2). Proposed policies, programs and procedures are expected, at a minimum, to reference and meet applicable Federal, State and local regulatory standards.

Station Equipment and Infrastructure

In addition to assuming those responsibilities assigned to WMATA in “Maintenance Responsibility by Functional Feature – Station Areas”, the Contractor’s responsibilities include performing custodial duties, which includes trash removal, as well as, performing inspections, and all emergency, corrective, preventive program maintenance required to keep SLE Stations and Equipment in a State of Good Repair. The elements to be maintained include, but are not limited to:

Elevators and Escalators

AFC gate arrays

HVAC

Lighting and electrical systems

Plumbing

Monitors and informational signs

Station mezzanines and platforms

Restrooms

Stairs, bridges, passageways and sidewalks

Signage

Keeping all elements of SLE Stations clean; free of trash (including recycling or recyclable materials), debris, snow and ice

In coordination with WMATA, managing advertising and concessions within and adjacent to SLE Stations

Providing landscaping services to keep lawns cut and trimmed; flower beds planted as appropriate by season, trimmed and weeded; and trees trimmed. The Contractor is responsible for maintaining the irrigation system and for applying fertilizer as required to keep lawns, flowers and plants and trees healthy.

Aerial Guideway, At-Grade Retaining Wall, Tunnels and Bridges

The SLE contains 13.8 miles of Aerial Guideway, of which 12 miles are located on the main line and 1.8 miles are located on the line connecting the mainline and the Dulles Yard, and three ballasted bridges that total approximately 723 feet. “Maintenance Responsibility by Functional Feature – Trackway” assigns WMATA responsibility for maintaining the aerial guideway and at-grade retaining walls on the SLE. The Contractor shall assume this responsibility and perform all necessary inspections and emergency, corrective, preventive and program maintenance pertaining to the aerial guideway, at-grade retaining walls, bridges, and tunnels.


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The SLE contains two tunnels that total 5,400 feet. The Contractor’s responsibilities include performing inspections and performing all emergency, corrective, and preventative and program maintenance necessary to keep the tunnels in a State of Good Repair.

Aerial Structure and Tunnel maintenance is governed by local codes, FHWA regulations and the DOT BIRM (Bridge Inspection Reference Manual). TRST-1000 also defines the criteria for direct fixation track conditions on Aerial Structures and in tunnels.

Track Structure

The end of the line chain markers for the Silver Line Phase 2 are:

OB Tr2: 1685+67.25

IB Tr1: 1685+64.81

Silver Line Phase 2 - Total Track Miles

Demarcation

Point (DP)

End of

Line (EOL)

Total (ft.)

(EOL – DP)

Total (mi.)

((EOL-DP)/5280)

Outbound 49,071 168,567.25 119,496.25 22.63

Inbound 49,073 168,564.81 119,491.81 22.63

The track structure includes approximately:

2.0 miles of tail and siding tracks

2.8 miles of yard lead track

9.0 miles (47,408 feet) of track within Dulles Yard

7 turnouts, 18 single crossovers and 10 double crossovers

“Maintenance Responsibility by Functional Feature – Trackway” describes the division of responsibilities between WMATA and other agencies for some aspects of the SLE track structure. The Contractor’s responsibilities include all responsibilities allocated to WMATA in that document. In addition, the Contractor’s responsibilities include meeting the standards contained in TRST-1000. WMATA and the Contractor may mutually agree to modify specific provisions of the Standard where the maintenance practices of the Contractor produce greater efficiency or a superior result. WMATA and the Contractor may also mutually agree to adopt alternative standards for track inspection and maintenance.


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WMATA reserves the right to conduct periodic track geometry, ultrasound and thermal imaging inspections of the SLE. WMATA and the Contractor will mutually agree on a schedule for the tests that does not unduly disrupt the Contractor’s train and maintenance operations on the SLE. If such inspections are conducted WMATA shall classify any defects found in accordance with the classification system in Table 2 of TRST-1000, and the Contractor shall respond within the time required in Table 2. The Contractor may also conduct track geometry, ultrasound and thermal imagining inspections of the SLE. If such inspections are conducted, the Contractor shall share the results with WMATA.

Automatic Train Control (ATC)

WMATA’s ATC system is composed of three subsystems: Automatic Train Protection (ATP); Automatic Train Operation (ATO), and Automatic Train Supervision (ATS). The ATO system is not currently in operation but still requires maintenance as required by WMATA procedures which are available in the Data Room. The ATC system communicates with Train Operators through cab signals and wayside signals located at interlocking’s and pocket tracks. The ATC system includes, among other components:

Train Control Rooms (TCR’s) at each passenger station

Coded track circuits that support the ATP system

Balises that support the ATS system

Wayside signals

Switch machines

Insulated rail joints and impedance bonds

Relays

Remote Terminal Units (RTU’s)

The Contractor’s responsibilities include inspecting and performing all emergency, corrective, preventive, and program maintenance required to maintain the SLE ATC system in a State of Good Repair. WMATA follows the APTA RT-SC-S series standards, which are available in the Data Room.

The Contractor is also responsible for implementing speed restrictions on the SLE and reporting their start time, location (chain markers), type (medium, slow) and reason to ROCC and notifying them when they are resolved.

Power Distribution

WMATA’s Traction Power Electrification (TPE) system supplies 750-volt DC current to provide propulsion power for its trains. On the SLE, WMATA converts AC electricity purchased from


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Dominion Energy to DC power at the voltage and frequency required to operate its trains. The power distribution system includes, among other components:

Traction Power Substations (TPSS)

Tiebreaker Substations (TBS)

Emergency Trip Stations (ETS)

cabling and supporting components including positive traction power feeder cable, negative return cable, conduits, connection assemblies and jumper cables

passenger station AC room

SCADA system

approximately 60 miles of contact rail and cover board

The Contractor’s responsibilities include inspecting and performing all emergency, corrective, preventative, and program maintenance required to maintain all components of the SLE TPE system in a State of Good Repair.

Dulles Yard

The Dulles Yard is under construction. When complete, the 90-acre facility will include several components:

A 16-track rail car storage yard with capacity for 184 railcars and space to expand to 228 car capacity. The yard tracks include electrified contact rail for operation of trains within the yard. The yard includes 54 switch machines.

Five primary buildings, including:

A 211,000- square foot Service and Inspection Facility that includes a car maintenance shop, warehouse, office space and the yard control tower. The shop includes lifts and cranes, a wheel truing machine, a wheel and axle press, a wheel boring machine and an electronics clean room.

A rail car wash facility

A 68,000-square foot Maintenance of Way facility that includes a shop for maintaining maintenance of way equipment, storage and office space.

A 34,590-square foot transportation building.

A 2,100-square foot vehicle storage facility.


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A Maintenance of Way materials storage area, with a loading platform, and storage for fuel, glycol and salt.

The Contractor’s responsibilities include performing custodial functions for all buildings; inspection and performing all emergency, corrective, preventive, and program maintenance required to keep the storage yard facilities and buildings at the Dulles Yard in a State of Good Repair. Providing unarmed security to monitor the perimeter and control access to the yard. Shunting cars in the yard as required to facilitate maintenance and assemble train consists.

4.5 Revenue Equipment Maintenance

Equipment and Support Maintenance Program

The Contractor shall develop an equipment maintenance and support program and submit this to WMATA for approval during the Mobilization Phase. This maintenance and support program shall reference and cite relevant sections of the OEM equipment maintenance and repair manuals for the WMATA railcars. The plan is intended to compliment and provide more detailed guidance for the maintenance tasks outlined in the WMATA Equipment Maintenance and Test Plan.

WMATA will assign to the Silver Line Service a dedicated fleet of 230 railcars (the Revenue Equipment), including:

102 - 6000 series cars

128 - 7000 series cars

WMATA plans to run the 6000 series cars through a Schedule Maintenance System (SMS) program before delivering them to the Contractor. During the term of the contract Kawasaki (the original equipment manufacturer) is expected to carry out a program to upgrade some systems on the 7000 series railcars. Should this occur, WMATA will provide substitute 7000 series railcars to replace 7000 series cars assigned to the Silver Line Service during the time these railcars are being upgraded.

The Contractor’s responsibilities include daily cleaning and inspection of all cars that have been in revenue service on that day. In addition, the Contractor shall perform all emergency, corrective, preventive, and program maintenance required to maintain all railcars assigned to the Silver Line Service in a State of Good Repair and to conduct and document all activities required to comply with warranty provisions related to railcars assigned to the Silver Line Service

It is expected that most of equipment maintenance activities will be performed at the Dulles Yard. However, for operational purposes seven (7) train consists will need to be stored and maintained each night at Largo Town Center station. WMATA will make available land for a trailer at the Largo Town Center station to house the Contractor’s maintenance and operating staff and station/tail tracks sufficient for the storage of seven (7) trains.


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Finally, the Contractor’s responsibilities include providing emergency and corrective maintenance for cars assigned to the Silver Line Service while they are operating on the SLE, Blue and Orange Lines.

The Equipment Maintenance and Support Program Plan

In developing the program plan, the Contractor shall utilize their knowledge, experience, expertise, and judgment to incorporate industry best practices, diagnostic innovations and knowledge into the OEM Equipment Information Manual. The existing OEM maintenance manuals are available as Reference Documents.

The Equipment Maintenance and Support Program Plan shall include periodic condition audit updates performed by the WMATA and the Contractor to maintain the equipment in “state of good repair.” The condition assessment updates shall be conducted no more than six months after the initial rolling stock equipment audit described in the scope of Work.

OEM Maintenance Manuals

The Contractor shall be provided access to the original, as-built, equipment documentation and

equipment information. This includes all maintenance and running repair manuals, as well as

the OEM parts manuals. The contractor shall be responsible for reproducing those materials

and distribution to each maintenance point as needed.

Each of the Contractor’s maintenance points shall be provided with a complete set of

maintenance and parts manuals that reflect the configuration of WMATA equipment, and the

knowledge base needed to maintain it.

The Contractor needs to be current with industry best practices, and shall utilize its experience

and knowledge, and/or that of consulting experts, to revise procedures and recommend best

practices as needed.

Mechanical Service Bulletin System

The Contractor shall maintain a Service Bulletin system to document modifications to, and special instructions for the maintenance of, WMATA equipment. The Contractor shall be responsible for the development, distribution and indexing of circulars at the direction of the WMATA. For processes or changes in maintenance developed by the Contractor, a draft circular shall be submitted to WMATA for approval.

Through the circular process, each maintenance location will be notified of retrofits to equipment and systems, changes in procedures for maintenance, revisions to maintenance manuals, special inspections, and any other directives issued by the WMATA Chief Mechanical Officer. Where retrofit or equipment modification programs are directed by a circular, all changes to manuals, forms or procedures shall be documented, and the modification date for each vehicle affected will be recorded in the Maximo system.


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Rolling Stock Maintenance

The Contractor shall be exclusively responsible for performing all required preventive maintenance and a heavy or “E” Cleaning on all WMATA cab cars. The Contractor shall be responsible for performing the required inspections, testing and maintenance activities per applicable federal regulations and the WMATA Inspection, Testing, and Maintenance Plan. This is to be applied to all WMATA rolling stock coaches operating in and out of WMATA maintenance facilities assigned to the Contractor.

General Requirements

The Contractor shall submit a final “Rolling Stock Cleaning Services Program Plan” to WMATA for approval during the Mobilization Phase (CDRL 704). The Contractor shall ensure that all rolling stock is clean and in serviceable condition when made available for revenue service. The WMATA “WMATA Rolling Stock Cleaning Requirements, Standards, and Procedures” are included in the Reference Documents.

The Contractor shall establish a rolling stock cleaning program that is compliant with the indicated WMATA requirements. The Contractor shall prepare a checklist for coach car cleaning activities that are performed daily, or while in layover locations.

The Contractor shall also establish an “E” Cleaning program, which is currently being performed at one hundred eighty (180) day intervals. In addition, the Contractor shall be responsible for ensuring that all vehicles that have been involved in an accident or incident are inspected and cleaned prior to being returned to service.

Carbody Structure Repair

Vehicle carbody structure repair and/or painting shall be considered to be a “Supplemental Work” item, and may be performed by an outside contractor. The location, cost, and extent of such repairs shall be approved by WMATA. The costs for repairing carbody structural defects and deficiencies, which are due to the Contractor’s fault, are the sole responsibility of the Contractor, and are not considered as “Supplemental Work.” The Contractor shall perform minor, non-structural carbody repairs expeditiously. The Contractor shall coordinate the schedule for light overhauls and repairs with WMATA Heavy Overhaul Schedule.

Warranty Inspections, Claims, and Maintenance Requirements

The Contractor shall comply with the inspection and maintenance requirements of all rolling stock and components under warranty, and shall administer all warranties owned by WMATA of the rolling stock they use. The Contractor shall be responsible for filing, tracking, and pursuing of these warranty claims.

The Contractor will develop and implement a Warranty Administration Plan (WAP) to include policies and procedures to maintain all assets pursuant to the requirements of their manufacture or contractor warranties.


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In the course of performing inspections and maintenance, the Contractor shall identify and document all defects covered by warranty, and shall promptly pursue warranty claims from component or system manufacturer or suppliers, and notify WMATA. Defects include both design and manufacturing/fabrication defects.

Responsibility for Repairs to Rolling Stock with Existing Defects on the Commencement Date

Minor defects include, but are not limited to, such items as cab signal components, Decelostat™ systems, air filters, window replacement, individual brake system components, seats, brake shoe replacement, air hoses, engine fluids, interior hardware, lighting, climate control components, and communications equipment. Repairs will be limited to vehicles that will be maintained by the Contractor and will not cover long term holds. These expenditures shall be included in the

Contractor’s Base Price.

4.6 Safety and Environmental Responsibilities

Safety Management

The Contractor is responsible for providing a safe environment for customers and employees on

the Silver Line Service and the SLE. Comply with all applicable Federal, state and local statutes

and regulations pertaining to safety, including in the regulations of the Occupational Safety and

Health Administration (OSHA). The Contractor’s responsibilities will include:

The Contractor will adopt and implement WMATA’s System Safety Program Plan (SSPP),

which addresses and mitigates risks to customers and employees and is consistent with

industry guidelines and best practices (see Schedule C, Section 4.6). This SSPP will be

the governing document for all stages of the contract, including mobilization and start-up.

The requirements within the SSPP shall be enforced from NTP through the duration of the

contract. The adopted SSPP, or the Contractor’s SSPP, will comply with the FTA SMS

Framework Guidance Document, August 2015 and any updates issued by the FTA and is

approved by WMATA. A copy of WMATA’s SSPP is included in the Data Room.

Providing all telephone and email notices and reports required by the United States

Department of Transportation Federal Transit Administration Safety Event Notification and

Report Matrix. A copy of the Matrix is included in the Data Room.

Conducting safety training, recertification, and providing safety procedures for all

personnel. The Contractor’s plan should address safety training for all personnel including

new personnel, and must be approved by WMATA.

Entering accidents, decertifications, incidents, and injuries into WMATA’s Safety

Measurement System (SMS) to report to WMATA directly. WMATA shall grant the

Contractor access to the system. The Contractor must submit the required accident and


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injury data to WMATA within 24 hours. The Contractor is responsible for remaining current

with the FTA’s NTD Safety and Security requirements.

Developing and implementing a Continuity of Operation Plan (COOP) specific to its

operation of the SLE, including the Dulles Yard. The COOP provides strategic guidelines

necessary for enhancing the Contractor’s ability to continue or rapidly resume essential

transportation services regardless of an emergency, incident, threat, or infrastructure

disruption. The COOP details mission, objectives, activation, and coordination concepts.

A copy of WMATA’s COOP can be found in its SSPP. It is the Contractor’s responsibility

to update its COOP as necessary to remain current, and to ensure WMATA receives a

copy of the current document. The Contractor shall exercise its COOP at least annually to

ensure its sufficiency.

Development and Implementing a Drug and Alcohol Testing Program.

Developing and implementing an Inclement Management Plan that adequately insures the

safety for passengers and employees and protects WMATA assets depending on the

nature of the weather event.

Environmental Management

The Contractor’s responsibilities include compliance with all federal, state and local environmental laws and regulations that pertain to operation of the Silver Line Service and operation and maintenance of the SLE. Contractor must promptly perform corrective actions to address findings of WMATA and/or regulatory inspections.

The Contractor shall develop an Environmental Management Program (EMP). The EMP must

include, but is not limited to, the following:

Underground Storage Tank (UST) Systems and Aboveground Storage Tank (AST)

Systems: WMATA will register USTs and ASTs with the Virginia Department of

Environmental Quality (VDEQ). The Contractor shall operate and maintain tank systems

and tank monitoring systems in accordance with regulations. The Contractor must:

perform inspections and periodic testing; maintain documentation; and provide Class A, B

& C UST Operators.

Hazardous Wastes and Universal Wastes: WMATA will obtain an EPA Generator ID

Number from VDEQ to include the Dulles Rail Yard. The Contractor must: properly

manage hazardous and universal wastes; maintain and inspect waste accumulation

areas; provide timely disposal of hazardous waste; maintain disposal manifests; and

provide training to all employees who generate, handle or transport waste.


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Non-hazardous Regulated Waste: The Contractor shall properly manage and dispose of

regulated waste generated by facility operations or maintenance. The Contractor must

maintain copies of bills of lading for all regulated waste removed from the facility.

Wastewater Discharges: The Contractor must comply with requirements to discharge

industrial wastewater to the sanitary sewer system. At a minimum, comply with the Fairfax

County Sewer Use Ordinance, the Codified Ordinances of Loudoun County, and any

discharge permit or authorization requirements. The Contractor must regularly inspect and

maintain (at least annually) wastewater pretreatment structures.

Storm water discharges: WMATA will submit to VDEQ the VPDES Industrial Minor permit

application for the Silver Line Phase 2, including the Dulles Yard. The Contractor must

implement best management practices and pollution prevention strategies and comply

with requirements of the VDEQ discharge permit and the Municipal Separate Storm Sewer

System (MS4) permitee (Fairfax County and Loudoun County). The Contractor shall

perform visual inspections, collect samples and prepare reports to document compliance,

as required, at the system outfalls. The Contractor must regularly inspect and maintain (at

least annually) storm water pretreatment structures.

Air emission sources: WMATA will submit registration and/or permit applications for paint

booths and emergency generators. The Contractor must comply with requirements for all

emission sources, including but not limited to paint booths, emergency generators, and

any additional regulated air emission sources to VDEQ. The Contractor must: submit for

WMATA approval and use coatings that comply with 40 CFR Part 63, Subpart HHHHHH,

provide and maintain required training; properly maintain sources; perform required

monitoring; maintain records and prepare reports.

Spills or releases of any quantity of hazardous substances, including fuels and lubricants,

on or from WMATA property shall be reported immediately to the Maintenance Operations

Center at 202-962-1530. Provide notifications to regulatory agencies and WMATA, as

required. Provide reports to regulatory agencies and to WMATA

The Contractor shall designate an Environmental Compliance Officer (ECO) who will be charged with all environmental program management, oversight and reporting requirements. The ECO shall coordinate with, and shall be the point of contact for, WMATA/SAFE/EMIH. The ECO will be responsible for monitoring and reporting on compliance and permits, including any notices of violation and citations related to environmental management. The ECO will maintain all environmental records that include, but are not limited to, training, permits, waste manifests/bills of lading, inspection reports, testing reports, tank system monitoring reports, discharge monitoring reports, spills/releases and corrective action. The ECO shall conduct regular facility inspections, document results, take corrective action when required, and maintain records. Copies of all environmental program management records shall be submitted to WMATA/SAFE/EMIH.


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The Contractor is responsible for the management, safe use and disposal of all hazardous materials on the SLE, including the Dulles Yard. The Contractor must submit Safety Data Sheets (SDSs) for all chemical products it proposes for use at the facility. WMATA/SAFE/EMIH must review and approve the SDS using the on-line Intranet application described in Section 3.2 of WMATA’s Environmental Operating Procedures prior to procurement and use. The Contractor must comply with the requirements in the WMATA SDS Approval Package to use the chemical products safely.

WMATA may, at its own discretion, conduct joint periodic inspections and audits to ensure compliance with federal, state and local requirements, and with the Contractor’s Environmental Program Management Plan.

4.7 Governance

Key Personnel

The Contractor shall provide to WMATA the names and CV’s of its Key Personnel (see list of Key Personnel titles set forth in Section 2 of Schedule B Unless mutually agreed otherwise, employees of the Contractor designated as Key Personnel shall be assigned full time to the Silver Line Service and/or SLE for a period of not less than three years from such individuals assignment to the position (including any replacements). WMATA must approve all proposed personnel replacements.

Key personnel should include the following positions and must have ten (10) years minimum relevant experience of related industry experience.

Project Director

Head of Transportation (including stations)

Head of Mechanical (including rail cars)

Head of Maintenance of Way

Head of Safety and Environment

Head of Innovation, Performance Measurements and Systems Integration

Management Coordination

Effective coordination between WMATA and the contractor is critical to the parties under the

Contract for maintaining an effective working relationship. To that end, the SLE Project Control

Office will be responsible for the day-to-day execution and management of this contract. The

Contractor may be required to participate in the following meetings that:

Review and approve plans, standards and specifications for the maintenance of the

Revenue Equipment.

Review, and adjust as appropriate, dispatching protocols and schedules for the

Silver Line Service.


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Review periodically the safety management plans and Continuity of Operations plans

developed by WMATA and the Contractor to ensure that those plans provide for

appropriate coordination between WMATA and the Contractor in response to

conditions or incidents occurring on, along or over the SLE or involving Silver Line

Service trains operating on the SLE, Orange Line or Blue Line.

Monitor the effect of changes in the level of daily passenger activity on the SLE on

service quality and performance, evaluating the need for changes to the Silver Line

operating schedule or facilities, and reviewing any capital improvements proposed by

the Contractor.

Ensure that the safety rules, operating rules, regulations, special instructions,

bulletins and orders, do not discriminate between operations conducted by WMATA

and the Contractor and resolving any disputes regarding those safety rules,

operating rules, regulations, special instructions, bulletins and orders and their

application by WMATA.

Address any other operating issues that may arise from time to time regarding the

operation of the Silver Line Service on the SLE, Orange Line or Blue Line.

Carry out such other duties as may be assigned to it by WMATA and the Contractor.

4.8 Representation to the Public

The Contractor will provide uniforms that are professional and consistent within the transit industry. In addition to the Contractor’s name and/or logo, the uniforms will have a marking indicating that they are a WMATA Contractor. The Contractor will provide a uniform distribution security protocol, to be approved by WMATA.

The Contractor shall not represent WMATA directly or indirectly, or state that it is authorized to represent WMATA, before any federal, state or local government or agency, businesses, or community or other organizations.

4.9 Existing contracts

WMATA is party to a contract with third parties related to preventive maintenance and emergency repair services for the SLE Phase I 34.5 kV power distribution system. There are no other contracts in place pertaining to the SLE.

4.10 Information Technology

The Contractor’s responsibilities include providing data and reports to WMATA of all maintenance activities performed with respect to the infrastructure and the equipment. WMATA shall be deemed the owner of all Subject Data created under this Contract. Such reports may be made:

Directly using WMATA’s Maximo® asset management software. If the Contractor elects this option WMATA will provide necessary access to its network and Maximo® software.


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If the Contractor runs Maximo®, through an interface between the Contractor’s system and WMATA’s. If the Contractor elects this function, WMATA will assist in establishing the interface between its system and the Contractor’s system.

If the Contractor uses an asset management system other than Maximo®, it may provide the information through an interface with WMATA’s Maximo® system. If the Contractor elects this option it will be responsible for designing and providing the software interface. WMATA will provide technical data and support as necessary to design the interface.

The Contractor may be required from time to time to change its information systems and/or the connection between its information systems and WMATA’s information systems to accommodate changes made by WMATA to its information systems.

WMATA’s Information Technology Security Standards will be available for reference in the Data Room.

4.11 Plans to be Submitted with Responses to this RFP

Responses to this RFP must include the plans specified in Exhibit 8.2. All plans should specify the proposed staffing and any subcontractors the respondent proposes to employ.

Exhibit 8.2 Contract Deliverable Requirements List

Report Related

Section

Plan to Provide Bus Bridge Service on the SLE (WMATA option) 4.2.2

Plan to Improve the Customer Experience on the Silver Line Service and the SLE 4.2.3

Train Operator Staffing Plan 4.3.1

Station Operator Staffing Plan 4.3.2

Custodial Plan for Stations 4.4.1

Landscaping Plan for Stations and Other SLE Facilities 4.4.1

Snow and Ice Removal Plan 4.2.2

Plan to Maintain Elevators and Escalators 4.4.1

Plan to Inspect and Maintain Fare Gates 4.4.1

Plan to Inspect and Maintain HVAC Equipment at Stations, ATC Facilities, Power Distribution

Facilities and Dulles Yard

4.4.2,

4.6,4.6.2

Plan to Inspect and Maintain Lighting and Low-Voltage Electrical Systems 4.4

Plan to Inspect and Maintain Plumbing Systems 4.4

Plan to Inspect and Maintain the Aerial Guideway, Retaining Walls, Bridges, Tunnels 4.4

Track Inspection Plan (including regular inspections and any track geometry, ultrasound or

thermal imaging inspection proposed) including running tracks and yard tracks 4.4.3

Plan to Maintain the Track Structure, including running tracks and yard tracks 4.4.3

Plan to Inspect and Maintain the ATC System 4.4

Plan to Inspect and Maintain the TPE System, including running tracks and yard tracks 4.4.5


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Exhibit 8.2 Contract Deliverable Requirements List

Report Related

Section

Plan to Inspect and Maintain the Equipment, Buildings and Facilities at Dulles Yard 4.4

Plan to Inspect and Maintain 6000 Series Railcars 4.2.2,4.4.4

Plan to Inspect and Maintain 7000 Series Railcars 4.2.2,4.4.4

System Safety Program Plan (SSPP) 4.6.1

Continuity of Operations Plan (COOP) 4.6.1

Inclement Weather Plan 4.6.1

Drug and Alcohol Testing Program 4.6.1

Environmental Management Plan 4.6.2

Key Personnel 4.7.1

Proposed Plan with respect to Existing Contracts (adoption, management) 4.8

Uniform Distribution Security Protocol 4.9

Information Technology Plan, including interface with WMATA Maximo® System and Safety

Management System 4.10

Station Development Plan 4.12

4.12 Innovation and Station Development

An important element of the Contractor’s responsibilities is to create an improved customer environment. This effort could take many forms. One important element is making stations on the SLE more exciting and engaging to customers by offering services and amenities in the areas surrounding the stations, on the mezzanines and on the platforms.

The Contractor shall provide a plan as part of its proposal describing how it would improve the customer experience through development of the stations. The plan should include initiatives to involve local businesses and vendors from disadvantaged communities. The Plan should include the commercial arrangement with vendors and WMATA, including opportunities for “co-branding” that may be subject to a license fee arrangement and prior WMATA approval. The plan should also propose other opportunities to enhance customer experience with a proposed share revenue stream, such as product vending machines at stations. These could include, among other things, Amazon or Peapod pickup boxes; e-book or movie rental kiosks; dry cleaner drop-off/delivery kiosks, newspaper machines; sale of prepackaged lunches or dinners in containers; florist kiosks, etc. These may be organized in attractive and visually exciting groups. This shall also be subject to WMATA approval.


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4.13 Required Periodic Reports

The Contractor’s responsibilities include providing timely reports to WMATA, including reports WMATA requires to fulfill its own reporting requirements. The Contractor will provide the reports specified in Exhibit 8.3 to the WMATA Liaison.

For efficiency, the Contractor’s reporting responsibilities will include only data not already generated by WMATA.

4.14 Exhibit 8.3 Required Reports

Required Report Frequency Relevant

Section

Contractor performance against KPI’s Monthly Schedule D

All reports required by the United States

Department of Transportation Federal

Transit Administration Safety Event

Notification and Report Matrix

As specified in the

Matrix. 7

Safety Data Sheet for any Hazardous

Material proposed for use As needed 7.1

Any notices of violation and citations

related to environmental management.

Within 2 business

days of receipt 7.1

Inspection reports pertaining to all

infrastructure elements described in

Section 5

As required in the

approved

inspection and

maintenance plans

5

Inspection reports for the 6000 and 7000

series railcars

As required in the

approved

inspection and

maintenance plan

6

All components installed in or on the

Infrastructure

To be entered into

WMATA’s

Maximo® system

on the day installed

5


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All components installed in or on the

Revenue Equipment

To be entered into

WMATA’s

Maximo® system

on the day installed

6


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SCHEDULE D – PERFORMANCE STANDARDS TERMS & KPIS

5.1 Introduction

This Schedule D sets forth the methodology that will be used to measure and assess the degree to which Contractor’s performance of Services is meeting the operational performance requirements for the Services under this Statement of Work.

5.2 Definitions

Defined Terms

The following terms, when used in this Schedule D, will have the meanings given them below unless otherwise specified or required by the context in which the term is used. Any capitalized term used but not defined in this Schedule D will have the meaning indicated in the Statement of Work or the Contract.

Defined Term Meaning

“Amount At Risk” Means ten percent (10%) of Contractor’s charges under the SOW in each calendar month (or as otherwise specified in such SOW), excluding any taxes (representing the maximum amount of KPI Credits for which Contractor is potentially at risk each month). For purposes of determining the amount due, if any, as a KPI Credit in accordance with Section 3.7 below, the Amount At Risk shall be expressed in dollars.

For example, if the charges for a month equal $200,000, then:

Amount At Risk (10%) x monthly charges ($200,000) = $20,000.

“Compliance Date” The date on which KPI Credits first become applicable to a KPI Failure, which will be the Statement of Work Effective Date, unless otherwise expressly provided in the KPI Table attached as Schedule B-1 hereto.

“Credit Amount” The portion of the total Amount at Risk assigned by WMATA to a particular KPI (by percentage), as set forth in the KPI Table attached as Schedule D-1 hereto.

“Key Performance Indicator” or “KPI”

Each metric set forth in the KPI Table with respect to which Contractor’s performance is to be


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Defined Term Meaning

monitored and reported on pursuant to this Schedule D.

“KPI Credit” A monetary credit payable to WMATA by Contractor in respect of a KPI Failure.

“KPI Failure” A failure of Contractor to meet a KPI in any month (or such other period as specified in the applicable SOW) that is not excused pursuant to Section 5.3.5.

“KPI Table” Schedule D-1 (KPI Table) contains the KPIs as of the Schedule D Effective Date.

“Measurement Period” The period during which Contractor is to measure and report on its performance against the KPIs as set forth in the KPI Table attached as Schedule B-1 hereto.

“Monthly Performance Report”

The performance report to be issued to WMATA each month by Contractor as described in Section 5.3.3.

References to Specific Resources

References in this Schedule D to specific resources (e.g., tools, systems) that are to be used by Contractor or WMATA shall include any successors or replacements to such resources.

5.3 Key Performance Indicators

Performance Standards Framework

WMATA is to provide safe and reliable service using well maintained track, stations and vehicles. The Key Performance Indicators included in the KPI Table provide the Contractor with an incentive to continuously improve the Services it provides to Silver Line Service customers.

Contractor will perform the Services in a manner that meet or exceed the applicable KPIs. Contractor shall measure and certify its performance with respect to KPIs.

In cases where the Contract or SOW do not prescribe or otherwise regulate the manner or quality of Contractor’s performance, Contractor will render the Services in accordance with Contractor’s prevailing practices, which will not be less beneficial to WMATA than the applicable established best practices followed by the industry-leading providers of similar services and, in any event, will result in the Services being provided with at least the same degree of accuracy, quality, timeliness, responsiveness and efficiency as was provided prior to the Schedule D Effective Date by (or for) WMATA.


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KPI Measurement Tools

Contractor performance with respect to each KPI will be measured using the corresponding measurement tools and methodologies identified in the KPI Table or, where the measurement tools and methodologies are not identified, using such other means as are mutually agreed upon by the Parties in writing. Performance monitoring and measurement must permit reporting at a level of detail sufficient to verify Contractor’s compliance with the KPIs and will be subject to verification and audit by WMATA.

Except as otherwise expressly provided in the SOW, Contractor measures will be calculated by WMATA. Contractor’s responsibility is to input data into tool specified in KPI table. WMATA’s systems are then used to calculate results for Silver Line and the entire Metro-rail system. WMATA systems be the reference system for performance management as it relates to the contract.

If Contractor desires to use a different measuring tool than those specified in the KPI Table for any KPI, Contractor will make a written proposal to WMATA, for WMATA’s review and approval in its sole and absolute discretion adjustments to the affected KPIs as necessary to account for any increased or decreased sensitivity in the new measuring tool. Contractor may utilize such different measuring tool only to the extent the tool, and any associated KPI adjustments, are approved in advance and in writing by WMATA.

Performance Assessment and Reporting

WMATA and the Contractor will have shared access to performance monitoring reporting that shows performance results in a timeframe most practical for WMATA (daily in most cases). The Contractor will report the results to WMATA in a monthly performance report, which shall be delivered to WMATA in both printed and electronic form by the 15th day of the following month (“Monthly Performance Report Due Date”). The Contractor will have an opportunity to provide an accompanying narrative to describe Silver line results and how to address any deficiencies. The Monthly Performance Report shall be in a format and structure agreed by WMATA and Contractor and shall document KPI performance in two ways:

a description of each KPI actually achieved during such month (or over the duration specified in the KPI Table); and

a normalized description of any KPI for which a KPI Failure occurred that verifies that the KPI would have been achieved but for the occurrence of an excuse permitted in Section 5.3.5 below.

If Contractor wishes to avail itself of one of the excuses set out in Section 5.3.5 below, Contractor will so state in the Monthly Performance Report, which shall specify the following:

which KPI(s) is(are) affected by the excuse(s); and


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in addition to the information specified in above, all of the circumstances that give rise to the excuse, in sufficient detail to permit the parties to evaluate whether Contractor’s claim of excuse is valid.

Contractor will at all times be responsible for providing supporting documentation and information as to the existence of an excuse and the applicability of the excuse to the KPI Failure at issue.

The Monthly Performance Report shall also identify and describe the Contractor’s performance with respect to each KPI and calculate the amount of the corresponding KPI Credit WMATA is entitled to receive in accordance with Section 5.3.7.

Except as otherwise stated in the KPI Table, performance against all KPIs will be measured on an on-going basis (or, in the case of any specific Service for which the hours of operation are limited, during the scheduled hours of operation). All KPI metrics shall be expressed to a minimum of two (2) decimal points (e.g., 99.00% or 99.99%).

Upon WMATA’s request, Contractor will provide detailed supporting information for any Monthly Performance Report in machine-readable form suitable for use on a personal computer (where practicable).

If Contractor fails to properly assess and report on its performance relative to any KPI on or before the date the Monthly Performance Report is due, then Contractor will be deemed to have committed a KPI Failure with respect to each affected KPI.

The Monthly Performance Reports and any supporting data and information will constitute WMATA confidential information under the Contract.

KPI Failure Responsibilities

In the event of a KPI Failure, Contractor will promptly: (i) investigate and report on the root cause of the problem; (ii) remedy the cause of the KPI Failure and resume meeting the affected KPIs to the extent the actions required or appropriate to remedy the KPI Failure are within Contractor’s scope of responsibility; (iii) implement and notify WMATA of measures taken by Contractor to prevent recurrences if the KPI Failure is otherwise likely to recur; and (iv) make written recommendations to WMATA for improvements in procedures..

Excused Performance

Each failure to meet a KPI will constitute a KPI Failure except when (but only to the extent that) (i) the failure is excused pursuant to the force majeure provisions of the Contract, or (ii) the failure is directly attributable to WMATA’s failure to perform (or cause to be performed) or improper performance of WMATA’s express responsibilities under the SOW provided, in either case, that Contractor promptly notifies WMATA of the problem and uses best efforts to perform the affected Services and meet the KPIs notwithstanding WMATA’s failure.


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Cooperation with Other Parties

The achievement of the KPIs by Contractor may require the coordinated, collaborative effort of Contractor with third parties. Contractor will provide a single point of contact for the prompt resolution of all KPI Failures, regardless of whether the KPI Failure at issue was caused, in whole or in part, by Contractor, WMATA, or some other party or event.

KPI Credit Methodology

In the event of a KPI Failure, WMATA will be entitled to receive a monetary credit against Contractor’s charges under Schedule D to reflect the reduced level of Services actually received by WMATA.

If WMATA becomes entitled to a KPI Credit for a KPI Failure, the Monthly Performance Report will so indicate, specifying each affected KPI and the amount of the KPI Credit that WMATA is entitled to receive, calculated as the product of (i) the KPI Credit Amount specified in the KPI Table, multiplied by (ii) the Amount at Risk for the applicable month (as determined in accordance with the definition of Amount At Risk set forth in Section 5.2.1 above.

Example:

With the Amount At Risk = 10%, if the charges for the month = $200,000 and the designated KPI Credit Amount = 25% (i.e., 25% of the Amount At Risk), then the KPI Credit = $5,000, determined as follows:

00.10 x $200,000 = $20,000

00.25 x $20,000 = $5,000

Unless otherwise directed by WMATA, Contractor will give WMATA a credit in the amount owed to WMATA on Contractor’s next monthly invoice.

If more than one KPI Failure occurs during a month, WMATA will be entitled to receive the sum of the corresponding KPI Credits.

KPI Credits are intended to compensate WMATA for the difficult to quantify diminution in the value or quality of the Services rendered as a result of a KPI Failure. For the avoidance of doubt, nothing herein is intended to preclude WMATA from exercising its termination rights, one of which may be a KPI Failure, or from exercising any other remedies available to WMATA under the Contract, at law, or in equity to address any other types of non-duplicative damages WMATA may suffer or incur as a result of a KPI Failure or other breach of contract (or tort) by Contractor (or another entity or person for which Contractor is responsible). Contractor hereby irrevocably waives any claim or defense that KPI Credits are not enforceable or that they constitute WMATA’s sole and exclusive remedy with respect to an occurrence or event that results in the occurrence of a KPI Failure.


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Changes to KPIs and Credit Amounts

Changes in KPI Credit Amounts. Not more than once per calendar quarter, WMATA may provide written notice to Contractor increasing or decreasing the then-current KPI Credit amount(s) for one or more KPIs, but in no event shall the total of such re-designation exceed the Amount At Risk. The changes contained in a re-designation notice will become effective 30 days after the notice date (or on the first day of the next month if the 30th day after the notice date does not fall on the first day of the month).

Removal of KPIs. WMATA may delete one or more KPIs at any time during the Term of the SOW by providing written notice to Contractor, reallocating the associated KPI Credit amounts to the remaining KPIs. The deletion will take effect on the date specified in WMATA’s notice or, if no effective date is specified, on the date of the notice. If WMATA deletes a KPI, the parties will negotiate any applicable reductions in Contractor’s charges under the SOW to reflect the deletion(s).

Addition of KPIs. In response to changes in WMATA’s business needs, or to reflect changes in or evolution of the Services or means of delivery, WMATA may propose additional KPIs and associated metrics. Such additional KPIs will be negotiated in good faith and added to the KPI Table as mutually agreed upon by the parties. If a new KPI is added, WMATA will also establish a KPI Amount allocable to the new KPI, adjusting the then-current KPI Credit amounts for the other KPIs as necessary so that the sum of all KPI Credit amounts does not exceed the Amount At Risk.

Continuous Improvement of KPIs. As appropriate, the bidders will be asked to propose annual improvements to their performance over the course of the contract.

Key Performance Indicator Definitions

The KPI’s that will apply to the Silver Line Service and SLE are described in the following section and Section D-1.

Customer Experience

One of WMATA’s most important objectives in undertaking this contract is to create an

improved experience for its customers. Therefore, a key KPI will be to establish a baseline

and to measure the Contractor’s performance in improving the experience it provides to

Silver Line Service customers over the course of the contract. WMATA does not believe that

customer surveys will provide meaningful results. Therefore, WMATA wishes each bidder to

describe its approach to measuring customer experience, including the specific factors it

would measure. WMATA believes that measurement of the customer experience provided

by the Contractor on the SLE and aboard Silver Line Service trains should be accomplished

by an independent third party, and that the factors to be measured should be within the

Contractor’s control. WMATA will review the proposed approach and factors with the

Contractor and may suggest changes to either.


184

Morning Put-In’s

Should the Contractor exercise the Rail Operator option, the Contractor is responsible for having sufficient qualified Train Operator and consists available each morning to cover the initial Silver Line trains scheduled to enter revenue service. The Contractor will be measured on the extent to which fulfills this responsibility.

Track Availability

The Contractor will be measured on track availability during revenue hours on the SLE. Track availability is calculated according to a formula that considers both track that is not available for service and, at a reduced rate, track that is operating under speed restrictions. Track that is out of service is considered 100 percent degraded. Track that is restricted to “slow” speed (normally 15 m.p.h. or less) is considered 80 percent degraded. Track that is restricted to “medium” speed (normally 16 to 40 m.p.h. depending on the normal authorized speed) is considered 40 percent degraded. Availability is measured taking into account the length of track that is affected and the time it is affected.

The Contractor is required to report all Speed Restrictions to the MOC in order to document the time they started, the time they were removed, type (slow, medium), and precise location (track, chain markers). This will ensure that WMATA is able to fulfill FTA reporting requirements on the percentage of track under speed restriction at 9am on the first Wednesday of the month.

Elevator and Escalator (ELES) Availability

The Contractor will be measured on the percentage of revenue service hours that elevators and escalators located on the SLE are operable. An outage will be measured from the time a unit goes out of service to the time it returns to service, calculated as the time from when a work order is opened (either following notification by Contractor, or through independent verification) to the time a work order has been closed.

Rolling Stock Maintenance

The Contractor will propose preventive maintenance schedules for the 6000-series and 7000-series railcars. Once WMATA has approved the schedules the contractor will be measured on the number of preventive maintenance tasks that are completed as a percentage of the number of preventive maintenance tasks that are scheduled in each month.

Track Maintenance

a) The Contractor will propose preventive maintenance schedules for maintaining the track, ATC and traction power distribution systems on the SLE. Once WMATA has approved the schedules the contractor will be measured on the number of preventive maintenance tasks that are completed as a percentage of the number of preventive maintenance tasks that are scheduled in each month.


185

b) WMATA will run a track geometry test vehicle over the SLE twice per year. The Contractor will be measured on the number of “red” and “black” events (events that would require immediate remedy or require track to be taken out of service) observed.

Station Maintenance

One component of WMATA’s capital program management process is an assessment of the condition of the assets it manages. This is accomplished through the Transit Asset Management Condition Assessment (TAICA) program. The program uses the FTA 5-point scale to assess the condition of an asset. On a rotating basis, WMATA will annually assess four SLE Stations using the same TAICA standards it applies to stations not located on the SLE. No station element assessed may fall below a score of 4 (good condition), which is defined as “asset showing minimal signs of wear; some slightly defective or deteriorated components.”

Mean Distance Between Failures

Mean distance between failures will be measured at the rail car level. A rail car is considered to have failed if it 1) disrupts WMATA rail revenue service, 2) requires the response of WMATA or external resources, OR 3) has safety implications for WMATA customers, employees or property (WMATA OAP 100-21 section 4.1). The Contractor (usually the train operator) will report all failures and delays to ROCC, who

will record them in Maximo. Mileage is downloaded directly from the 7000-series railcars and

is compiled from track circuit information for the 6000-series railcars. This KPI will be

compiled monthly.

Safety

(a) The Contractor’s FTA reportable injuries per 100,000 work hours

(b) The Contractor’s FTA reportable injuries per 1 million passenger trips

(c) The Contractor’s timely investigation of all injuries and incidents in SMS

Reporting Requirements

The Contractor will be measured on its timely and complete submission of any reports required by WMATA to satisfy its reporting requirements to the FTA, the National Transportation Database (NTD) and the NTSB and the Metro Safety Commission. The Contractor will not be required to report data that is available to WMATA directly through its systems.


186

5.4 Schedule D-1 - KPI Table

The KPI Table in this Schedule D-1 set(s) forth KPIs for the Services to be provided by Contractor under this SOW. A legend

explaining the information to be included in each column of the KPI Table, and definitions of certain terms that are used in the KPI

Table, are set forth at the end of this Schedule D-1.

KPI Name Description Metric Measuremen

t Period

Minimum SLE

Phase 1

Performance

Proposed

Service Level

KPI Credit or

Incentive

Amount (%

of Amount At

Risk)1

Customer Experience See § 5.3.10 Score on customer

service survey.

Must increase

annually.

Quarterly N/A Value to be

proposed by the

bidder for each

year of the

contract

TBD by

WMATA

Morning Put-In’s See § 5.3.11 Number of staffed

consists put into

service at the

beginning of

revenue

service/number of

staffed consists

scheduled

Daily N/A Value to be

proposed by the

bidder for each

year of the

contract

TBD by

WMATA

1 Weights to be negotiated post-award.


187


t Period

Minimum SLE

Phase 1

Performance

Proposed

Service Level

KPI Credit or

Incentive

Amount (%

of Amount At

Risk)1

Track Availability See § 5.3.12 Percentage of

track hours

available

Monthly 99.98% Value to be

proposed by the

bidder for each

year of the

contract

TBD by

WMATA

Elevator and Escalator

Availability

See § 5.3.13 Percentage of

revenue hours

available

Monthly Elevators – 98.5%

Escalators – 98.5%

Value to be

proposed by the

bidder for each

year of the

contract

TBD by

WMATA

Rolling Stock Maintenance See § 5.3.14 Percentage of

PM’s

performed/schedul

ed

Monthly N/A Value to be

proposed by the

bidder for each

year of the

contract

TBD by

WMATA

Track Maintenance See § 5.3.15 Percentage of

PM’s

performed/schedul

ed and no “black”

events in track

geometry test

Monthly for

PM’s; semi-

annually for

track

geometry

N/A Value to be

proposed by the

bidder for each

year of the

contract

TBD by

WMATA


188


t Period

Minimum SLE

Phase 1

Performance

Proposed

Service Level

KPI Credit or

Incentive

Amount (%

of Amount At

Risk)1

Station Maintenance See § 5.3.16 No element scores

below 4

One station

every three

months

N/A Value to be

proposed by the

bidder for each

year of the

contract

TBD by

WMATA

Mean Distance Between

Failures

See § 5.3.17 Failures per railcar

miles

Monthly 13,500 miles2 Value to be

proposed by the

bidder for each

year of the

contract

TBD by

WMATA

Safety3

Injuries per 100 employees

Injuries per 1 million

passengers

See § 5.3.18 FTA reportable

injuries

Monthly Rail Employees –

3.0

Rail Passengers –

1.48

Value to be

proposed by the

bidder for each

year of the

contract

TBD by

WMATA

Service Level Tables - Legend

Performance Indicator Name sets forth a descriptive name of the KPI.

2 FYTD 2018 calculated for mix of 6000 and 7000 series cars that will operate the Silver Line Service

3 FYTD 2018 data for Metrorail system


189

Description sets forth a brief description of what the KPI is intended to measure.

Calculation sets forth the formula or method for determining the actual performance value during the relevant Measurement Period.

Measurement Period sets forth the time period over which performance is to be measured (generally, a calendar month)

KPI Metric sets forth the metric value for the KPI.

Service Level is the value to be proposed by the bidder for each year of the contract

KPI Credit or Incentive Amount sets forth the portion of the Amount At Risk assigned by WMATA to a KPI (total amount allocated

equal to 100% of the Amount At Risk). Reflects the relative importance of the individual KPI to WMATA.

Can be Scaled indicates whether meeting the KPI is binary, or whether the amount of KPI credit or incentive will be determined by

the amount by which the KPI is missed or over-achieved.

Eligible for Incentive indicates whether the Contractor can receive an incentive payment for exceeding the KPI. Indicates that over-

achievement produces a tangible benefit to WMATA.

Track Availability Revenue Track Hours Not Available equals (Track Miles out of Service x Revenue Hours Out of Service) +

((Track Miles Under Speed Restriction x (.4 for Medium, .8 for slow) x Revenue Hours Under Speed Restriction SLE Revenue Track

Hours equals SLE Track Miles x Revenue Hours in the Month

Revenue Track Hours Not Available equals (Track Miles out of Service x Revenue Hours Out of Service) + ((Track Miles Under Speed Restriction x .5) x Revenue Hours Under Speed Restriction

Mean Distance Between Failures. Number of railcar failures divided by total railcar miles. A failure is defined as the inability of a car

to initiate or complete a scheduled revenue trip.


190

SCHEDULE E – SILVER LINE MOBILIZATION & START-UP PRICING INSTRUCTIONS & PRICING TEMPLATE (INCLUDING RAIL OPERATIONS OPTION)

PRICE SCHEDULE SHEET

INSTRUCTIONS

WMATA intends to award a firm fixed price contract based on the full Silver Line Operations and

Maintenance as found in Schedule C and liability insurance costs for the operating years,

should both options be exercised (maintenance and station operation to include rail operations).

As explained in Schedule B, WMATA is currently anticipating a Mobilization and Start-up period

from Notice to Proceed through the Revenue Operations Date (ROD) schedule to occur in June

2020, as further described in Schedule A to Schedule B (i.e., all Mobilization and Start-up

Services have been completed and accepted by WMATA and Contractor begins to perform

revenue Services under Schedule C.

This schedule consists of a Detailed Price Sheet for Schedule B that proposers must complete

and submit as part of their full price proposal. Responses must include their mobilization and

start-up costs for Rail Operation as described in Schedule C. Proposers should assume a

Revenue Operations Date of June 2020 and should provide costs, broken down by month,

accordingly. The number of months should be proposed by the Bidder. The mobilization period

must be completed prior to the Revenue Operations Date of June 2020. WMATA reserves the

right to negotiate performance incentives with the successful bidder.

Potential costs include fully loaded compensation for the Key Personnel, plus all other proposed

managers, supervisors, administrative staff, and all operations and maintenance staff as they’re

on-boarded for accomplishing the requirements of Schedule B. Additional fixed costs include

equipment depreciation, location operating expenses, staff-related expenses, support services,

overhead, management fee/profit, operator fringes, parts and materials, fuel, lubricants,

operator expenses and any other expenses identified by the proposer.

Schedule E SOW Mobilization & Startup

Detailed Price Schedule Sheet (Including Rail Operations)

Item

#

Supplies/Services Unit Quantity

Unit Price Total Amount


191

Mobilization & Startup4–

(provide line row breakdown for

each month proposed)

Month 1 $ $

Mobilization & Startup –



Month 1 $ $




Month 1 $ $




Month 1 $ $




Month 1 $ $




Month 1 $ $




Month 1 $ $




Month 1 $ $

Mobilization & Startup Subtotal: $

Liability Insurance Month

(add total)

Grand Total Mobilization & Start-up:

(to be added to Price Schedule Sheet Summary) $

4 The number of months should be proposed by the Bidder


192

SCHEDULE F – SILVER LINE MOBILIZATION & START-UP PRICING INSTRUCTIONS & PRICING TEMPLATE (EXCLUDING RAIL OPERATIONS OPTION)


INSTRUCTIONS

WMATA intends to award a firm fixed price contract based on the full Silver Line Operations and

Maintenance as found in Schedule C and liability insurance costs for the operating years,

should both options be exercised (maintenance and station operation to include rail operations).

As explained in Schedule B, WMATA is currently anticipating a Mobilization and Start-up period

from Notice to Proceed through the Revenue Operations Date (ROD) schedule to occur in June

2020, as further described in Schedule A to Schedule B (i.e., all Mobilization and Start-up

Services have been completed and accepted by WMATA and Contractor begins to perform

revenue Services under Schedule C.

This schedule consists of a Detailed Price Sheet for Schedule B that proposers must complete

and submit as part of their full price proposal. Responses should not include monthly

mobilization and start-up costs for Rail Operation as described in Schedule C. Proposers should

assume a Revenue Operations Date of June 2020 and should provide costs, broken down by

month, accordingly. The number of months should be proposed by the Bidder. The mobilization

period must be completed prior to the Revenue Operations Date of June 2020. WMATA

reserves the right to negotiate performance incentives with the successful bidder.

Potential costs include fully loaded compensation for the Key Personnel, plus all other proposed

managers, supervisors, administrative staff, and all operations and maintenance staff as they’re

on-boarded for accomplishing the requirements of Schedule B. Additional fixed costs include

equipment depreciation, location operating expenses, staff-related expenses, support services,

overhead, management fee/profit, operator fringes, parts and materials, fuel, lubricants,

operator expenses and any other expenses identified by the proposer.


193

SOW Mobilization & Startup

Detailed Price Schedule Sheet (Excluding Rail Operations)

Item

#

Supplies/Services Unit Quantity

Unit Price Total Amount

Mobilization & Startup5 –



Month 1 $ $




Month 1 $ $




Month 1 $ $




Month 1 $ $




Month 1 $ $




Month 1 $ $




Month 1 $ $

Mobilization & Startup Subtotal: $

Liability Insurance Month

(add total)

Grand Total Mobilization & Start-up:

(to be added to Price Schedule Sheet Summary) $

5 The number of months should be proposed by the Bidder.


194

SCHEDULE G – SILVER LINE OPERATIONS AND MAINTENANCE PRICING INSTRUCTIONS & PRICING TEMPLATE (INCLUDING RAIL OPTION)


INSTRUCTIONS

WMATA intends to award a firm fixed price contract based on the full Silver Line anticipated

operations schedule and mileage found in Table 2 and liability insurance costs for the operating

years should both options be exercised (maintenance and station operation to include rail

operations)

This schedule consists of two forms Contractors must complete and submit as part of their price

proposal: The Detailed Price Schedule Sheet and the Price Schedule Sheet Summary. The

Detailed Price Schedule Sheet includes sections for the components of both fixed and variable

costs.

Fixed costs include fully loaded compensation for the key management identified in the

Schedule C, plus all other proposed managers, supervisors, administrative staff, and all

operations and maintenance staff. Additional fixed costs include equipment depreciation,

location operating expenses, staff-related expenses, support services, overhead, management

fee/profit, operator fringes, parts and materials, fuel, lubricants, operator expenses and any

other expenses identified by the Contractor.

Variable costs include operations services additional to the current station times and train

schedule (items 3 through 7) and maintenance costs associated with additional trains (items 12

and 13). Items 3 through 5 are specific trips in either direction between the designated stations

that may be added to the current schedule and be in place for at least 12 months. Item 6 is

provisional for special revenue trips that may be added for short periods of time that would

require additional operators. Item 7 is included in case WMATA determines that system station

operating times would need to be increased which would require additional station staffing.

Item 14 is provisional for IT system changes that are necessary for the Contractor to

accommodate changes it is required to make to its systems/interfaces in the event WMATA

makes a change to its IT systems. In the case that such required changes made by the

Contractor exceed [$50,000] per year the contractor will be reimbursed for its reasonable out of

pocket costs it incurs for such changes in excess of [$50,000].

Proposers must complete the Price Schedule Summary Sheet with information from the

Detailed Price Schedule Sheet. In the Price Schedule Summary Sheet, proposers must transfer

the sum of the Detailed Price Sheet and the sum of the Mobilization & Start-Up sheet from

Schedule E.


195

Detailed Price Schedule Sheet

Silver Line Operations and Maintenance (including Rail Operation Option)

Year One

Item # Supplies/Services UOM QTY Unit Price Total Amount

1. Management Services Month 12

2. Train Operations – Table 2 Month 12

3.

Train Operations – Additional Trip – Between Ashburn & Largo including operator

Month 12

4.

Train Operations – Additional Trip – Between Dulles & Largo

Month 12

5. Train Operations – Additional Trip – Wiehle & Largo

Month 12

6.

Train Operations – Special Trips

Hour #

(estimated)

7.

Station Operation Beyond Current System Schedule (11 SLE Stations)

Hour 4015

8. Maintenance of Equipment Month 12

9. Maintenance of Facilities Month 12

10. Warehouse Management Month 12

11. Parts, Materials and Supplies

Month 12

12. Additional Train (6 Car) Month 1


14.

Information Technology Changes Exceeding [$50,000] per year

Each Unknown

15. Liability Insurance Year 1

16. Total

Year Two


196




3.


Month 12

4.


Month 12


Month 12

6.


Hour #

(estimated)

7.


Hour 4015





Month 12



14.


Each Unknown


16. Total

Year Three Item # Supplies/Services UOM QTY Unit Price Total Amount



3.


Month 12


197

4.


Month 12


Month 12

6.


Hour #

(estimated)

7.


Hour 4015





Month 12



14.


Each Unknown


16. Total

Year Four Item # Supplies/Services UOM QTY Unit Price Total Amount



3.


Month 12

4.


Month 12


Month 12

6.


Hour #

(estimated)


198

7.


Hour 4015





Month 12



14.


Each Unknown


16. Total

Year Five Item # Supplies/Services UOM QTY Unit Price Total Amount



3.


Month 12

4.


Month 12


Month 12

6.


Hour #

(estimated)

7.


Hour 4015





Month 12



199


14.


Each Unknown


16. Total

Total Base Period

Item # Supplies/Services Total

Amount

1. Management Services

2. Train Operations – Table 2

3.


4.



6.


7.


8. Maintenance of Equipment

9. Maintenance of Facilities

10. Warehouse Management


12. Additional Train (6 Car)

13. Additional Train (8 Car)

14.


15. Liability Insurance

16. Total


200

Price Schedule Sheet Summary

The Contractor through itself or others, shall provide professional services as well as technical,

sub-professional, clerical and other services to satisfactorily provide the Silver Line Operations

and Maintenance Services as set forth in this RFP.

Mobilization & Start-up Costs (From Schedule D) $

Base Contract Cost (from Detailed Price Schedule Sheet above) $

Grand Total $

Vendors are required to submit their price proposal for all base and option periods using the

same price schedule included in this RFP. The base and option period are as follows:

Five-year base and 6 five-year option periods for Operation and Maintenance (with Rail Operations Option)

Five-year base and 6 five-year option periods for Maintenance and Stations Management only (without Rail Operations Option).

7 five year option periods for Rail Operations Option pricing only.

The price proposal for each base and option period should have the annual price and the total

base and/or the option period price proposal.


201

Table 2 - Silver Line Anticipated Operations Schedule and Mileage

Day Type Weekdays Fridays Saturdays Sundays Sat Holiday

General Service Span 5a-1130p 5a-1a 7a-1a 8a-11p 5a-1130p

Number of Trips 92 97 79 56 84

Est. Train Mileage 43.55 43.55 43.55 43.55 43.55













20 20 11 9 11

6 6 6 6 6

Rev Svc Only Total Rev Svc Pull Count 26 26 17 15 17

Peak Only Blocks 8 8 0 0 0

Total Daily Pulls 68 68 34 30 34

Number of Pull Trips 24 24 15 13 15













Est Train Mileage 24.5 24.5 24.5 24.5 24.5

Revenue Train Miles 9,234 9,669 7,145 5,059 7,580

Percent 8 car trains 50 50 25 25 25

Avg Cars per Train 7 7 6.5 6.5 6.5

Estimated Rev Car Miles 64,637 67,686 46,441 32,885 49,272 Annual Total

Annual Rev Car Miles 13,444,529 3,519,654 2,461,370 1,874,460 197,087 21,497,100

Non Rev Train Miles 405.57 405.57 275.71 223.91 275.71

Percent 8 car trains 50 50 25 25 25

Avg Cars per Train 7 7 6.5 6.5 6.5

Estimated Rev Car Miles 2,839 2,839 1,792 1,455 1,792 Annual Total

Annual Rev Car Miles 590,510 147,627 94,982 82,959 7,168 923,247

Total Daily Car Mileage 14,035,039 3,667,282 2,556,352 1,957,418 204,255 22,420,346

Largo Yard-

Largo

Estimated Largo Yard Trn Req

WB McLean

to Ashburn

Short Trips

Dulles Yard-

McLean

Dulles Yard-

Wiehle

N

O

N

R

E

V

E

N

U

E

Other Non-

Rev Moves

WES

TBO

UN

DEA

STB

OU

ND

R

E

V

E

N

U

E

Estimated Dulles Yard Trn Req

Dulles Yard-

Ashburn

Dulles Yard-

Dulles Apt

EB Ashburn

to Largo Full

Trips

EB Dulles to

Largo Short

Trips

EB Wiehle to

Largo Short

Trips

WB Largo to

Ashburn Full

Trips

WB Largo to

Dulles Short

Trips

WB E. Falls

to Ashburn

Meet Tr.

Dulles Yard-

Largo

YAR

D B

ASE

D P

ULL

TR

IPS


202

SCHEDULE H – SILVER LINE OPERATIONS AND MAINTENANCE PRICING INSTRUCTIONS & PRICING TEMPLATE (EXCLUDING RAIL OPTION)


INSTRUCTIONS


operations schedule and mileage found in Schedule G, Table 2 and liability insurance costs for

the operating years.

This schedule consists of two forms Contractors must complete and submit as part of their price

proposal: The Detailed Price Schedule Sheet and the Price Schedule Sheet Summary. The

Detailed Price Schedule Sheet includes sections for the components of both fixed and variable

costs.







Item 7 is included in case WMATA determines that system station operating times would need

to be increased which would require additional station staffing.




Contractor exceed $50,000 per year the contractor will be reimbursed for its reasonable out of

pocket costs it incurs for such changes in excess of $50,000.

Proposers must complete the Price Schedule Summary Sheet with information from the

Detailed Price Schedule Sheet. In the Price Schedule Summary Sheet, proposers must transfer

the sum of the Detailed Price Sheet and the sum of the Mobilization & Start-Up sheet from

Schedule F.


203


Silver Line Operations and Maintenance (excluding Rail Operation Option)

Year One



7.


Hour 4015





Month 12

14.


Each Unknown

15. . Liability Insurance Year 1

16 Total

Year Two Item # Supplies/Services UOM QTY Unit Price Total Amount


7.


Hour 4015





Month 12

14.


Each Unknown


204


16 Total

Year Three Item # Supplies/Services UOM QTY Unit Price Total Amount


7.


Hour 4015





Month 12

14.


Each Unknown


16. Total

Year Four Item # Supplies/Services UOM QTY Unit Price Total Amount


7.


Hour 4015





Month 12

14.


Each Unknown


16 Total

Year Five Item # Supplies/Services UOM QTY Unit Price Total Amount


205


7.


Hour 4015





Month 12

14.


Each Unknown


16 Total

Total Base Period


Amount


7.


8. Maintenance of Equipment

9. Maintenance of Facilities

10. Warehouse Management


14.


15. . Liability Insurance

16 Total


206

Price Schedule Sheet Summary

The Contractor through itself or others, shall provide professional services as well as technical,

sub-professional, clerical and other services to satisfactorily provide the Silver Line Station

Operations and Maintenance Services as set forth in this RFP.

Mobilization & Start-up Costs (From Schedule E) $

Base Contract Cost (from Detailed Price Schedule Sheet above) $

Grand Total $


same price schedule included in this RFP. The base and option period are as follows:







207

SCHEDULE I – SILVER LINE RAIL OPERATIONS OPTION INSTRUCTIONS &

PRICING TEMPLATE (RAIL OPTION ONLY)


INSTRUCTIONS


operations schedule and mileage found in Schedule G, Table 2 and liability insurance costs for

the operating years.

This schedule consists of a Detailed Price Schedule Sheet, which includes sections for the

components of both fixed and variable costs for the Rail Operations Option only.







Variable costs include operations services additional to the current station times and train

schedule (items 3 through 6). Items 3 through 5 are specific trips in either direction between the

designated stations that may be added to the current schedule and be in place for at least 12

months. Item 6 is provisional for special revenue trips that may be added for short periods of

time that would require additional operators.




Contractor exceed $50,000 per year the contractor will be reimbursed for its reasonable out of

pocket costs it incurs for such changes in excess of $50,000.


208


Silver Line Rail Operations (Rail Operation Option Only)

Option One Year One




3.


Month 12

4.


Month 12


Month 12

6.


Hour #

(estimated)

14.


Each Unknown


16. Total


209

Option One Year Two Item # Supplies/Services UOM QTY Unit Price Total Amount



3.


Month 12

4.


Month 12


Month 12

6.


Hour #

(estimated)

14.


Each Unknown


16. Total

Option One Year Three Item # Supplies/Services UOM QTY Unit Price Total Amount



3.


Month 12

4.


Month 12


Month 12

6. Train Operations – Special Trips

Hour #

(estimated)

14.


Each Unknown



210

16. Total

Option One Year Four Item # Supplies/Services UOM QTY Unit Price Total Amount



3.


Month 12

4.


Month 12


Month 12

6.


Hour #

(estimated)

14.


Each Unknown


16. Total

Option One Year Five Item # Supplies/Services UOM QTY Unit Price Total Amount



3.


Month 12

4.


Month 12


Month 12

6.


Hour #

(estimated)


211

14.


Each Unknown


16. Total

Total Option One Period


Amount


2. Train Operations – Table 2

3.


4.



6.


14.


15. Liability Insurance

16. Total

Important Additional Price Proposal Requirements


same price schedule included in this RFP (above). The base and option period are as follows:





212



Request For Proposals - NRCMA Silver Line... · 2018. 9. 21. · WASHINGTON METROPOLITAN AREA...

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