Multi-State Locomotive Procurement
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Request for Proposal for the Multi-State Locomotive Procurement
Supplemental Provisions Attachment EE Appendices A to K Attachment EE – Appendices
Table of Contents
Appendix A Specific Terms and Conditions Page 1 Appendix B Federal Clauses Page 70
Appendix C Technical Specification Page 82 Appendix D Standardization Table Page 84
Appendix E Additional Customer Variables: Page 86 Requirements, Clarifications, Errata
Appendix F Life Cycle Cost Worksheet Page 91 Appendix G Service and Performance Simulations Page 97
Appendix H Maintenance Page 103 Appendix I Spare Parts List Page 105
Appendix J State of California General Provisions 107 Appendix K State of Washington General Provisions 109 Request for Proposal for the Multi-State Locomotive Procurement
Specific Terms and Conditions (Attachment EE – Appendix A) Table of Contents
4 1. Buy America Requirements
FRA Buy America Requirements - Overview
This RFP is subject to FRA’s “Buy America” statute at 49 U.S.C. § 24405 (a) (see Code Section at: 49 U.S.C. § 24405) and applicable FRA guidance (see FRA Buy America Frequently Asked Questions at: http://www.fra.dot.gov/Page/P0391. 49 U.S.C. § 24405(a) allows the U.S. Secretary of Transportation to obligate funds for “a project only if the steel, iron, and manufactured goods used in the project are produced in the United States.” FRA has stated that what constitutes FRA Buy America compliant locomotives are locomotives that have undergone final assembly in the U.S. from components that are manufactured in the U.S. FRA has compiled a comprehensive list of items that it considers components of locomotives (see form CER 2.6 “Buy America Diesel Electric Locomotive Component Worksheet”). The Buy America requirements of this RFP process are comprised of three parts: Part I – Statutorily Required Buy America Certification: Offerors must use the Buy America Diesel Electric Locomotive Component Worksheet (CER 2.6) and the appropriate completed and signed certificates (see forms CER 2.1 Offeror’s “Buy America Certificate of Compliance or Non-Compliance” and CER 2.7 “Buy America Component Supplier Certification Form”) to indicate that their proposed locomotives will undergo final assembly in the U.S. and that the components listed on CER 2.6 “Buy America Diesel Electric Locomotive Component Worksheet” will be manufactured in the U.S. Any spare parts that are Buy America Components and that are subject to the master and ordering contracts must comply with the Buy America Certification requirements. Part II - Buy America Domestic Content Evaluation: This RFP will utilize “Domestic Content” among its evaluation criteria, which is determined by giving points (see Buy America Diesel Electric Locomotive Component Worksheet (CER 2.6)) for domestically manufactured locomotive components. If an Offeror’s design will not make use of a Buy America Component listed on CER 2.6, the value of that component in the calculation of the Offeror’s Buy America score will be excluded from the Domestic Content points possible (denominator) in determining the Offeror’s percentage compliance score. The Offeror must commit to submitting a plan to increase the Domestic Content at a component and sub-component level over the life of the contract as a CDRL if selected as the successful Vendor (see Section 1.4 below). Part III – Buy America Audits: The Buy America process for this procurement will include pre-award and post-award audits. IDOT or its representative(s) may also conduct ongoing oversight of selected Offeror’s Buy America compliance at any time during the locomotive design and manufacturing. While FRA uses some Federal Transit Administration (FTA) Buy America regulation and guidance as guidance for FRA grantees, the FTA Buy America requirements do not apply to this RFP. FRA’s Buy America statute does not contain an exception allowing for a waiver from the Buy America requirements, “when … the cost of components and subcomponents produced in the U.S. is more than 60 percent of the cost of all components of the rolling stock; and … final assembly of the rolling stock has occurred in the U.S.” For detailed Buy America definitions, see Section 1.2 of this appendix. Buy America documentation (to be included in RFP Section A.21.5.4 Offer Packet3 – Tab 2), includes: Completed Buy America Diesel Electric Locomotive Component Worksheet (CER 2.6); Completed and Signed Buy America Certificate of Compliance or Non-Compliance (CER 2.1); Completed and signed Buy America Component Supplier Certification Forms (CER 2.7); (one for each supplier); 5 Any Buy America Waiver Requests and Justifications (see Section 1.3.2 of this appendix for detailed requirements regarding application for waivers); and Any needed Supply Scouting Templates (CER 2.8)
FRA Buy America Definitions
The following definitions apply to all Buy America requirements in this RFP: Component means any article, material, or supply, whether manufactured or unmanufactured, that is directly incorporated into the end product at the final assembly location. Buy America Component means all components listed on CER 2.6 “Buy America Diesel Electric Locomotive Component Worksheet.” A component is considered to be manufactured in the U.S. if it has been subject to Manufacturing Process / Manufacturing in the United States. All components relevant for this RFP are Buy America Components listed in the Buy America Diesel Electric Locomotive Component List (CER 2.6). These Buy America Components will be those subject to Buy America provisions irrespective of locomotive manufacturers’ individual manufacturing processes and interpretation. End product means a new Diesel Electric Locomotive, which directly incorporates constituent components at a U.S. assembly location, that is acquired for public use under a federally-funded third-party contract, and which is ready to provide its intended end function or use without any further manufacturing or assembly change(s). Final assembly is the creation of the end product (the new Diesel Electric Locomotive) from individual elements brought together for that purpose through application of manufacturing processes. If a system is being procured as the end product by the grantee, the installation of the system qualifies as final assembly; however, all items listed in the Buy America Diesel Electric Locomotive Component Worksheet (CER 2.6) must be manufactured in the U.S. whether they qualify as systems or are procured as systems by the Offeror. Manufacturing Process/ Manufacturing means the application of processes to alter the form or function of materials or of elements of the product in a manner adding value and substantially transforming those materials or elements so that they represent a new end product functionally different from that which would result from mere assembly of the elements or materials. Rolling stock means transit, passenger and freight rail vehicles such as buses, vans, cars, railcars, locomotives, trolley cars and buses, as well as vehicles used for support services. Subcomponent means any article, material, or supply, whether manufactured or unmanufactured, that is one step removed from a component in the manufacturing process and that is incorporated directly into a component as a result of the application of a manufacturing process. Activities constituting Substantial Transformation of Subcomponents to form a component include, but may not be limited to, forming, extruding, material removal, welding, soldering, etching, plating, material deposition, pressing, permanent adhesive joining, shot blasting, brushing, grinding, lapping, finishing, vacuum impregnating, and, in electrical and electronic pneumatic, or mechanical products, the collection, interconnection, and performance tuning and testing of various elements. System means a machine, product, or device, or a combination of such equipment, consisting of individual components, whether separate or interconnected by piping, transmission devices, electrical cables or circuitry, or by other devices, which are intended to contribute together to a clearly defined function. Factors to consider in determining whether a system constitutes an end product include: Whether performance warranties apply to an integrated system (regardless of whether components are separately warrantied); whether products perform on an integrated basis with other products in a system, or are 6 operated independently of associated products in the system; or whether transit agencies routinely procure a product separately (other than as replacement or spare parts).
Part I - Buy America Certification
The FRA Buy America Certification requirement has two elements: 1. Final assembly of locomotives must occur in the United States (no waivers will be granted to this requirement); and
2. 100 percent of the Buy America Components (see list of Buy America Components in Buy America Diesel Electric Locomotive Component Worksheet CER 2.6) must be manufactured in the U.S. (waivers may be granted for this requirement).
However, an Offer or Revised Offer, (if requested by IDOT and submitted by the Offeror), will be deemed compliant with the Buy America Certification requirements in this RFP if: 1. Final assembly of the locomotives will occur in the U.S. and EITHER:
2. 100 percent of the locomotive Buy America Components will be manufactured in the U.S. and the Offeror submits a Certificate of Compliance (see CER 2.1) and CER 2.6 Buy America Diesel Electric Locomotive Component Worksheet, documenting the U.S. location of each Buy America Components’ manufacture; OR
3. 100 percent of the locomotive Buy America Components cannot be manufactured in the U.S. and the Offeror submits a Certificate of Noncompliance (see CER 2.1) and CER 2.6 Buy America Diesel Electric Locomotive Component Worksheet, documenting the Buy America Components that will be manufactured in the U.S. and for Buy America Components that cannot be manufactured in the U.S. submits documentation sufficient to process and support a waiver from FRA’s Buy America requirement (see 49 U.S.C. § 24405(a)(2)). See 1.3.2 for detailed requirements regarding application for waivers.
FRA may not have made a decision on a Buy America waiver request until after IDOT/Caltrans have made an award for the Diesel Electric Locomotive contract. In the event a waiver is not granted by FRA and the Selected Offeror is required to substitute a domestically available Buy America Component for an originally proposed foreign-made component, such event shall not constitute a failure to comply with the Buy America requirements in this RFP. To be clear, the Buy America requirements for this RFP are that the Offeror: 1) certifies it can meet Buy America or certifies that cannot meet Buy America AND at the same time submits a properly researched and documented waiver request, including the Scouting Template; and 2) submits ALL properly completed required Buy America certification forms included with this RFP.
All certifications are subject to audits.
FRA Buy America Certification Requirements
Each Offeror shall submit the appropriate Buy America Certifications (see forms CER 2.1 and CER 2.7) and completed Buy America Diesel Electric Locomotive Component Worksheet (form CER 2.6) with both the Offer and Revised Offer, if Revised Offers are requested. Offers and Revised Offers not accompanied by properly completed Buy America Certifications and a Buy America Diesel Electric Locomotive Component Worksheet will be rejected as nonresponsive. The two signature blocks on the Buy America Certificate are mutually exclusive. Offerors shall sign ONLY ONE signature block on the certificate. Signing both signature blocks will render the Offer or Revised Offer,
7 (if submitted), nonresponsive. Making a knowing and willful false certification is a criminal act in violation of 18 U.S.C. §1001.
FRA Non-Compliance Certification and Waiver Process
Final assembly of the locomotives must occur in the U.S. No waiver of this requirement will be granted and a Offer or Revised Offer, (if submitted), containing such a request for waiver will be rejected as nonresponsive. A waiver from the FRA Buy America provision regarding the requirement that 100 percent of Buy America Components must be of U.S. origin may be granted if the FRA determines one of the following to be true: Applying the requirement would be inconsistent with the public interest; The required Buy America Component(s) are not produced in the U.S. in a sufficient and reasonably available amount or are not of a satisfactory quality; Including the required Buy America Component(s) would cause the rolling stock or power train equipment to not be bought and delivered in the U.S. within a reasonable time; and/or Including the domestic Buy America Component(s) will increase the cost of the overall project1 by more than 25 percent.2 (See 49 U.S.C. § 24405(a)(2)). However, the FRA has stated that it is very unlikely that it will grant any waiver unless it is clearly convinced the needed Buy America Component is unavailable to the Offeror from a U.S. source. In the instance where a waiver is granted, FRA has also stated that waivers will be time limited; apply only to the party and procurement referenced in the particular waiver; and be conditional upon the good faith efforts of the parties to secure domestic goods now and in future orders for locomotives. The FRA may grant a waiver for a class of goods. In such a case, the FRA will inform IDOT of the waiver(s) granted, and IDOT will make this information available to Offerors in RFP addenda. Except where a waiver for a class of goods has been granted, the Offer should submit, as part of its Offer and Revised Offer, if Revised Offers are requested, any waiver request(s) together with its Certificate of Non-Compliance (see CER 2.1 and RFP Section A.21.5.4 Offer Packet 3 – Tab 2). At minimum and where applicable, the Offeror’s waiver request should include the following information: Identification and description of the locomotives proposed under this project; Description of the Buy America Component(s) not meeting the FRA Buy America requirement, including a completed Supply Scouting Template(s) (CER 2.8); Description of the efforts made to secure the Buy America Component(s); Description of the process used to find U.S. suppliers of Buy America Component(s) for which a waiver is being requested and such process shows a commitment to finding and/or developing U.S. suppliers in future procurements; Cost differential(s) to secure domestic Buy America Component(s) as compared with nondomestic Buy America Component(s);
1 In this case, the “project” is for the procurement of engineering, design, production, assembly, inspection, testing, delivery, and warranty services for approximately 35 next generation intercity passenger rail locomotives (base order) by the states of California, Illinois, and Washington.
2The cost of foreign component content may not be aggregated to meet 25% threshold. In order to meet the 25% threshold for the application of a cost differential waiver, the cost of a single domestic component must increase the cost of the project for the entire locomotive procurement by more than 25%. 8 Issues with quality or quantity of compliant Buy America Component(s); Issues with timely delivery of compliant Buy America Component(s); Citation to the specific 49 U.S.C. § 24405(a)(2) waiver category(ies) under which the waiver is sought; Justification supporting the application of the waiver category(ies) cited to the extent not already answered by the above; and Contact information for the responsible party. To the extent possible, the Offeror should submit only one waiver request addressing all the Buy America Components for which a waiver is being requested. However, since each Buy America Component will be analyzed separately, the Offeror must provide clear justification for each separate Buy America Component for which a waiver is being requested. After Offers are received but prior to award, IDOT will provide the FRA with waiver requests, if any, submitted by Offerors without identifying the Offeror that submitted the request. The FRA will review the waiver documentation provided by IDOT from all Offerors. The FRA will identify any deficiencies with the waiver request(s), which will be forwarded to IDOT for reconciliation with the Offerors during Confidential Discussions, which may be held in the event waiver request deficiencies are identified. Waiver documentation review by the FRA does not guarantee the waiver request will be granted--only that sufficient information has been submitted in order to make a determination. Once IDOT has selected a Preferred Offeror, IDOT will submit the entire waiver request(s), including the identifying information of the Offeror, to FRA for the formal processing and a decision on that request. Offerors should submit waiver requests with Offers or Revised Offers, if Revised Offers are requested and the Offeror chooses to submit one. Contract award can be made only to Offerors (now “Vendor”) that have certified Buy America compliance (either certification that the Offeror can meet assembly and 100 percent Buy America Component requirements or certification that the Offeror can meet assembly requirements but not the 100 percent Buy America Component requirements and IDOT’s receipt of a complete waiver request(s)), unless a waiver (if necessary) has previously been granted. Contract award may occur before the FRA has reached a final decision on a waiver. If the contract has already been awarded and FRA denies a waiver request because one or more domestic Buy America Component suppliers have been identified, the Vendor must change to a domestic supplier for those Buy America Components. An adjustment of the contract price will not be permitted. The Offeror is bound by the certification(s) submitted with its Offer and is not permitted to change its certification(s) after submission of the Offer. In the event Revised Offers are requested, the Offeror shall be bound by the certification(s) submitted with its Revised Offer. Since the Revised Offer is a new proposal, the certification(s) submitted with the Revised Offer may be the same as or different from the certification(s) submitted with the Offer. Where the Offeror certifies in its Offer or in its Revised Offer, (if submitted), that it will comply with the applicable Buy America requirements and later determines that it cannot, the Offeror shall not be eligible for a waiver of those requirements, unless FRA determines that circumstances completely beyond the Offeror’s control exist making compliance impossible (e.g., where the intended supplier for a particular Buy America Component goes out of business and no other supplier exists). No price adjustments will be allowed in these circumstances. Offeror certifications, waiver request(s) and justifications, and requests to correct certifications are subject to FRA/IDOT audit, and the Offeror/Vendor and its suppliers must agree to provide all required information to support any such audit(s).
9 Part II - Buy America Domestic Content
To support and encourage domestic manufacturing of the offered locomotives and their components, this RFP will utilize among its Offer evaluation criteria (consistent with applicable procurement practices and FRA guidance) the amount of domestically manufactured components as a measure of the Domestic Content of the offered locomotives. The Domestic Content criterion will consist of two elements: A: Initial Domestic Content: The Offeror must submit in its Offer and Revised Offer, if Revised Offers are requested and the Offeror chooses to submit one, a CER 2.6 Part I (Buy America Diesel Electric Locomotive Component Worksheet), documenting all locomotive Buy America Components offered in the Offer or Revised Offer, (if submitted), and identifying for each Buy America Component if it will be manufactured in the United States. The domestic content will be determined by the total weighted rating of the Buy America Components identified as being manufactured domestically. The FRA Buy America requirement provides that the Secretary of Transportation (authority delegated to the Federal Railroad Administrator) may obligate an amount to carry out a federally- funded project, including this procurement, only if the steel, iron, and manufactured goods used in the project are produced in the United States. As noted previously in this RFP, FRA considers end products, including the Diesel Locomotives being solicited through this RFP, produced in the U.S. if they are finally assembled in the U.S. from Buy America Components that are manufactured in the U.S. No restrictions are placed upon the subcomponents of the Buy America Components. This includes subcomponents made primarily of steel or iron. However, a special restriction is placed upon the steel or iron manufactured into Buy America Components made primarily of steel or iron. All manufacturing processes, except metallurgical processes involving refinement of steel additives, of the steel and iron used in Buy America Components made primarily of steel and iron must take place in the United States. For purposes of this RFP, the following Buy America Components are made primarily of steel or iron, and therefore, must be manufactured from U.S.-produced steel or iron. Carbody structure/underframe, cab, end, roof, sides Integrated Cab/CEM structure Truck attachment Car Body steel (underframe) Body steel (external skin) Battery boxes Air reservoirs Piping and fittings Enclosure and or Mounting Rack Coupler and Pin Truck frames-either fabricated or cast Wheels Axle drive gear assembly Axles Journal bearings Waste water tank Fuel tank Grab Irons
If the Buy America Components listed above are not produced from U.S. steel or iron, the Offeror must request a waiver complying with Section 1.3.2 “FRA Non-Compliance Certification and Waiver Process”.. 10 If, as a consequence of the FRA’s rejection of a waiver request or of findings during the Buy America pre-award audit, the score for “Domestic Content” (see Section 1.3 of this appendix) of the Preferred Offeror would change, this will not result in a re-evaluation of the “Domestic Content” criterion (see further description under Section 1.5 of this appendix “Buy America Pre-Award and Post-Award Audits”) for the Preferred Offeror or any other Offeror. B: Domestic Content Improvement Plan: One of the objectives for the Federal Funding of this procurement is to stimulate the development of the domestic supply base at the component and sub-component levels. Based on past experience it is believed that progress can be made in this regard by assuring that it remains an area in focus with Vendors. Potential examples of domestic content improvement at the sub-component level include the assurance of domestic source of supply for the raw materials of fabricated components. Therefore, the selected Vendor must take actions to explore the further development of a domestic supply base for the locomotive components via a Domestic Content Improvement Plan (DCIP), which must be submitted by the selected Vendor within 120 days of NTP. CDRL To satisfy the requirement for the DCIP, the selected Vendor will be required to submit a plan to increase the number of U.S.-made components and subcomponents for future “Option Orders” of locomotives. The plan should include a discussion of: How the selected Vendor will obtain that Buy America Component(s) domestically for all future Op- tion Orders (only for cases in which a waiver(s) has been requested); Proposed rolling stock domestic and foreign content at component and subcomponent levels, in- cluding percentages of content by cost, if known; Describe a plan for working with suppliers to increase the domestic content (at component and sub- component levels); Identify which component and sub-components from foreign suppliers will be subject to change to domestic suppliers; Assess how Offeror/Vendor will deal with any necessary Intellectual Property and safety certifica- tion(s) and/or licensing matters; Include a capital investment plan that shows how a domestic supply base will be created; and Include a credible time-frame showing migration from a foreign supplier to a domestic supplier. Prior to contracting Option Orders, the Vendor will provide completed and signed Buy America Component Supplier Certification forms (CER 2.7) from all Buy America Component suppliers. All certifications, including those provided with Option Orders, are subject to audit. A successful Buy America audit must occur before a contract award for Option Orders can be made. Offerors are encouraged to use the services of the U.S. Department of Commerce’s National Institute of Standards and Technology - Manufacturing Extension Partnership (NIST-MEP) or equivalent supplier scouting service to assist them in making or implementing their DCIP.
Part III - Buy America Pre-Award and Post-Award Audits
The Buy America process for this procurement will include pre-award and post-award audits. In addition, throughout design and manufacture of these locomotives, IDOT or its representative(s) may provide ongoing oversight of selected Offeror’s Buy America compliance.
11 The Preferred Offeror/Vendor must agree (and get agreement from its suppliers and/or proposed suppliers) to provide to IDOT or its representatives all relevant documents, including Buy America certifications, waiver requests and justifications, bills of lading or other shipping documents, and any other documents verifying the final assembly location and origin of manufacture for included Buy America Components. The Preferred Offeror/Vendor must also agree (and get agreement from its suppliers and/or proposed suppliers) to give access to manufacturing plants and assembly locations to allow IDOT or its representatives to complete audits. Information obtained during all audits will be kept confidential to the extent allowed by Federal and State laws. Pre-award Audit: The pre-award audit will be conducted before IDOT enters into a formal contract with the Preferred Offeror. The pre-award audit will include an inspection of the facility where final assembly is to occur, an inspection of documentation provided by the Preferred Offeror detailing the assembly activities that will occur at this facility, procurement documentation, and an inspection of all Buy America Certification Forms (CER 2.1 and 2.7) provided by suppliers for all included Buy America Components as listed on the Buy America Diesel Electric Locomotive Component Worksheet (CER 2.6), and site visits to selected Buy America Component manufacturing plants to verify the assertions made in those certifications. All Buy America Certification Forms submitted by the preferred Offeror to IDOT/Caltrans shall be signed and dated by the responsible component supplier official having knowledge of the origin of manufacture for the particular Buy America Component(s). The duration of the pre-award Buy America audit is approximately 15 to 20 business days. The pre-award audit will take place during the period following Notice of Award and prior to Contract Award. Post-award Audit: Post-award audits may be performed during the design process, the production process of the pilot locomotive, or production process of any following locomotive. The post-award audit for the first serial production locomotive must be completed before final acceptance by the ordering agency. IDOT will not accept locomotives if the post-award audit cannot be completed to verify the Vendor’s compliance with the Buy America requirements regarding final assembly in the U.S. and 100 percent U.S. content on the Buy America Component level or that a waiver has been granted where 100 percent U.S. manufactured Buy America Component compliance cannot be achieved.
2. Standardization
Section 305 of the Passenger Rail Investment and Improvement Act of 2008 (Pub. L. 110-432, October 16, 2008) (“PRIIA”) required Amtrak to create the Next Generation Equipment Committee (NGEC), which is comprised of Amtrak, US DOT and member States as voting members; and freight railroads and rail equipment manufacturers (“OEMs”) as non-voting members. The NGEC is charged with developing specifications for the next generation of passenger rail equipment and establishing processes for stewardship of the fleet throughout its lifecycle. The NGEC and its membership have recognized the value of standardization within the next generation fleet for purposes of interoperability, interchangeability, management and reduction of life cycle costs, improved safety and re-establishment of the domestic supply chain for passenger rail rolling stock. In order to achieve these goals, the vendor’s obligations under this section are to develop a Standardization Plan, which must include completion of the Standardization Table and the disclosure of all Essential Patents through CER 4 [Essential Patent Disclosure Form].
Standardization Plan
Each Offeror must submit a Standardization Plan that addresses the Offeror’s proposed standardization of high dollar value vehicle systems, major high usage components, and key interfaces. The Standardization Plan shall include the Standardization Table (Appendix D) and all necessary supporting documentation, which shall be attached. In developing the Plan, the Offeror should use the current NGEC locomotive technical specification PRIIA 305-005 (“Technical Specification”), program management and design review 12 requirements to incorporate a modular approach to defining the volume or space requirements for major systems or components, including weight limitations. This process will also define the key interface definitions to provide for form, fit and function of all electrical, data, mechanical, pneumatic, fluid and other appropriate interfaces within the defined space/performance requirements.
High usage components, procured independent of a system, can be readily identified to comply with industry standards and regulations, such as APTA (American Public Transportation Association), SAE (Society of Automotive Engineers), ANSI (American National Standards Institute), ASHRAE (American Society of Heating, Refrigeration, and Air Conditioning Engineers), AWS (American Welding Society), IEEE (International Electrical and Electronics Engineers), and ISO (International Standards Organization). These components are in the category of consumables or items with high replacement rate due to normal wear and tear or damage potential. The Offeror’s Standardization Plan should identify and include, but not be limited to, recommendations for standardization of such high usage items as listed in the Standardization Table (Appendix D).
If an Offeror proposes not to standardize items contained in the Standardization Table (Appendix D), the Offeror shall include an explanation in the space provided in the Table.
The Offeror’s Standardization Plan should cross-reference applicable details from Technical Specification Section 3.1 (Project Management Overview) that requires that the design of the component assemblies and subsystems in the first build lot of locomotives facilitate the exchange and substitution of alternative components for form, fit and function. Within the base order, IDOT will collaborate with JPE’s to make the final decision on sub-system, assembly, or component level substitutions in the design after the first build.
The Offeror’s Standardization Plan shall be consistent with all Technical Specification requirements, and shall be appropriately integrated into the engineering plan for accomplishing the engineering design functions and objectives as part of the Technical Specification Section 3.6 Design Review CDRL requirements. Safety, reliability, ease of maintenance and compatibility/interchangeability with other locomotive components shall be primary design considerations. The Offeror must incorporate the Standardization Plan into the Project Management Plan and must incorporate standardization candidate systems and components into the configuration management plan. CDRL
IDOT, Caltrans, and FRA will be involved in the design review process as it relates to the development, evaluation and approval of the Offeror’s Standardization Plan during project execution. This will include, but is not limited to, the approval of systems and components for standardization both at the Conceptual Design Phase (10%) and at the Preliminary Engineering Design Phase (30%) design review. Each step in the design phase, development, construction, delivery and acceptance of the first locomotive shall include a review of the Standardization Plan and the progress made towards successful implementation. The Offeror shall deliver to IDOT: (1) documentation of each proposed standard successfully incorporated into the approved final design sufficient to apply the standard in the future; and (2) written documentation of the right of IDOT, Caltrans, or a third party to use the standard for a compliant implementation, including the manufacture, use, sale, offer to sell or lease of any compliant component or system/interface within the United States (“Letter of Assurance”). The Letter of Assurance shall not conflict with any Essential Patent Disclosure Form (CER 4) submitted with the Offeror’s proposal without IDOT’s/Caltrans’ prior written consent. In the event of a conflict between the Letter of Assurance and the Essential Patent Disclosure Form (CER 4), the Essential Patent Disclosure Form shall govern.
IDOT will review and approve the Offeror’s progress in implementing the Standardization Plan following each stage of design review. Any and all updates and proposed revisions to the Standardization Plan are contract deliverables and the Offeror must submit any revisions for IDOT’s/Caltrans’ approval at each stage
13 of design review. Additionally, the Offeror should include in its Standardization Plan whether and how it plans to work with the NGEC in order to incorporate its offered standards into the Technical Specification.
Essential Patents
For the purposes of this RFP, an Essential Patent is defined as any patent or patent claim necessary to create a compliant implementation of any component or system/interface proposed for standardization in the Offeror’s Standardization Plan and for which there is no commercially and technically feasible non-infringing alternative. An Essential Patent may encompass not only the final component or system/interface, but also any necessary subcomponent subject to an Essential Patent for which there is no commercially and technically feasible non-infringing alternative. In order to achieve the standardization goals of this procurement, a full understanding of the intellectual property – essential patents, specifically -- comprising each proposed standard is necessary to ensure the effective standardization of high dollar value vehicle systems, major high usage components, and key interfaces and to minimize barriers to competition that would render the selection of a proposed standard infeasible.
To that end, the Offeror shall complete an Essential Patent Disclosure Form (CER 4) for each Essential Patent the Offeror may develop, has developed, or to which it has a license. For each component or system/interface that is proposed for standardization, the Offeror must disclose on the Essential Patent Disclosure Form whether the proposed standard is subject to one or more Essential Patents and, to the extent the Offeror has the authority to license or otherwise make the Essential Patent available to third parties, indicate the terms under which it will license or otherwise make available such Essential Patents to others seeking to create compliant implementations. If the Offeror has a license from a third party (“licensor”) to use the Essential Patent, the Offeror shall identify the licensor and shall disclose whether the license is transferrable.
When considering whether a proposed standard for a component or system/interface is subject to one or more Essential Patents, the Offeror must include any patents or patent claims it owns, as well as any licenses from third parties that may be required in order to create the component, subcomponent or system/interface that complies with the proposed standard. Additionally, to the extent that the Offeror anticipates the development/design of new, patentable components, systems or interfaces necessary to implement its proposed standard, the Offeror should note this likelihood on the Standardization Table, complete an Essential Patent Disclosure Form to the best of its ability, and submit to IDOT any updates or proposed revisions to the terms on which it will offer licenses to such Essential Patents for IDOT’s approval at each stage of design review.
Instructions for completing the Essential Patent Disclosure Form (CER 4) are contained in the form.
Instructions for completing Standardization Table Please note that Standardization will be evaluated and scored only on the basis of the information provided in the Standardization Plan and Standardization Table. Any discussion of Standardization in the sections for Vehicle Major Systems should also appear in the Standardization Plan in order to be considered and scored as part of the Standardization evaluation. Colum Instructions n 1 Please check “Yes” or “No” whether or not the Component or System/Interface is being proposed for Standardization. 2 Please check all boxes that apply regarding the reasoning for standardizing. Add and define any “Other” reasons for Standardization not included in the selections. 3 Please check “Yes” or “No” if more than one supplier is anticipated for the standardized 14 component, system, or interface. 4 Please check “Yes” or “No” if Offeror agrees to allow the standardized component, system, or interface to be used in future locomotive procurements. 5 Please describe at which points in the design review process that Offeror expects the Standardization Plan to be updated. 6 Please provide Offeror’s methodology for establishing standardization of the component, system, or interface during the design phases. 7 Please check “Yes” or “No” if the item, component, system or interface is subject to an Essential Patent. 8 If the response to Column 7 is “Yes”, please list the box checked in Section D. of CER __ [Essential Patent Disclosure Form] (i.e., 1.a, 1.b, 1.c, 1.d). 9 If the response to Column 1 was “No,” please explain the reasoning for not proposing Standardization of the component, system, or interface.
3. Materials and Workmanship
The Vendor shall be responsible for all materials and workmanship in the construction of the locomotives and all accessories used, whether the same are manufactured by the Vendor, Subcontractor or purchased from a Supplier. All materials and parts furnished by the Vendor shall be newly manufactured Goods and free from Defects. Used or reconditioned Goods are prohibited in the construction of these new locomotives. Articles or materials to be incorporated in the Work shall be stored in such a manner as to ensure the preservation of their quality and fitness for the Work and to facilitate inspection.
4. Conformance with Specifications and Drawings
Materials furnished and Work performed by the Vendor shall conform to the requirements of the Technical Specifications and all other Contract Documents. Notwithstanding the provision of drawings, technical specifications or other data by IDOT, the Vendor shall have the responsibility for supplying all parts and designs required to make the locomotive complete and ready for service even though such details may not be specifically mentioned in the drawings and specifications. Omissions from the Contract specifications, or the inaccurate description of details of Work that are manifestly necessary to carry out the intent of the Contract specifications, or that are customarily performed, shall not relieve the Vendor from performing such omitted Work or inaccurately described details of the Work, and they shall be performed as if fully and correctly set forth and described. In the event of differences between small and large-scale drawings, the large-scale drawings shall govern. In the event of discrepancies between any drawing and a dimension written on it, the written dimension shall govern over scaled dimensions. In the event of discrepancies between information on any drawing and the written specifications, the discrepancy shall be resolved in favor of the written specifications.
5. Inspection, Testing and Acceptance
General
IDOT’s Project Manager, JPE, and FRA representatives or designee shall at all times have access to the Work, the Vendor, and (through the Vendor) its suppliers. The Vendor and its suppliers shall furnish every 15 reasonable facility for ascertaining that the materials and the workmanship are in accordance with the requirements of the Contract. All Work done shall be in accordance with the Contract and is subject to the IDOT Project Manager’s inspection and approval. All Goods may be subject to inspection and testing by IDOT/JPEs or their authorized representatives. All Goods to be delivered hereunder may be subject to final inspection, testing and acceptance by IDOT/JPEs at destination, notwithstanding any payment or inspection at source. The Vendor shall test and inspect all materials, supplies, and equipment that are to be used, or incorporated in the Work. In addition, the Vendor shall conduct a continuous quality control program compliant with the Technical Specification and satisfactory to the IDOT Project Manager for all Work performed under this Contract. The Vendor shall keep written records evidencing testing and inspections and their results, and will make these records available to IDOT during Contract performance, and for three years after final payment. The Vendor shall have responsibility for inspecting the Work. In the event of more stringent requirements of Technical Specification that specification will govern. The IDOT Project Manager, JPE, and FRA representatives or their designees may review, inspect and evaluate the Vendor’s and its subcontractors’ suppliers’ procedures, practices, processes and related documents to determine the acceptability of the Vendor’s quality control system or other business practices related to performance of the Contract. Vendor or its subcontractors shall provide all reasonable facilities for the safety and convenience of the IDOT, JPE or FRA inspectors at no additional cost to IDOT, JPEs or FRA. Vendor and its subcontractors shall furnish IDOT, JPE, or FRA inspectors all information and data as may be reasonably required to perform their inspections. All site visits and evaluations shall be performed in such a manner as will not unduly delay work being conducted by the Vendor or subcontractors. Any observation, verification, inspection, or acceptance of the Work by IDOT, JPE, or FRA shall not relieve the Vendor of any of its obligations to perform the Contract. Such inspection shall not relieve the Vendor of its liability for defective or non-conforming Work, as described in 5.2 “Non-Conforming Work.” Work not meeting the requirements of the Contract shall be made acceptable, and non-conforming Work may be rejected and will not be accepted until corrected to the satisfaction of the IDOT Project Manager or JPE representatives, as appropriate.
Non-Conforming Work
Work and materials shall conform to the dimensions and material requirements, including tolerances, indicated in the Contract. Although measurement, sampling, and testing may be considered evidence of such conformity, IDOT/JPEs may require additional testing, sampling or measurement if results are inconclusive in order to ensure that the Work and materials conform to Contract requirements. If IDOT/JPEs determine that material, equipment, or workmanship proposed for or incorporated in the Work is defective or non-conforming, IDOT/JPEs may reject such Work by giving the Vendor written notice with an explanation as to why the Work is defective or otherwise does not conform to the requirements of this Contract. IDOT/JPE shall require the Vendor to either (1) promptly repair, replace or correct all Work not performed in accordance with the Contract at no cost to IDOT/JPE; or (2) provide a suitable corrective action plan at no cost to IDOT/JPE. Once accepted by the IDOT Project Manager or designee, the Vendor shall implement the corrective action plan at no cost to IDOT/JPE. If the corrective action plan as accepted by the IDOT Project Manager or designee does not remedy the defective or non-conforming Work, then the Vendor shall remain responsible for remedying the non-conforming Work to IDOT’s/JPE’s satisfaction and at no additional cost to IDOT/JPEs. The Vendor shall also be responsible for repairing all property and Work damaged by the Vendor at no cost to IDOT/JPEs. Under no circumstances shall the Vendor be entitled to additional time or money for the correction of defective or non-conforming work, or for the repair of damaged property. IDOT’s/JPE’s inspection of the Work or right to reject non-conforming Work shall not relieve the Vendor of its full responsibility for performing the Work in full compliance with the Contract. IDOT’s/JPE’s failure to 16 notify the Vendor of defective or non-conforming Work shall not relieve the Vendor of its responsibility to ensure that the Work is performed in accordance with the Contract.
Risk of Loss
Risk of loss and property damage to the locomotive shall pass to IDOT/JPE upon occurrence of all of the following events: (1) arrival of the locomotive at IDOT’s/JPE’s specified location, as applicable, (2) joint receiving inspection by the Parties, (3) completion and execution by the Parties of the Evidence of Locomotive Delivery Form (see Section 24, Form 2), and (4) Locomotive Conditional Acceptance and Certificate of Title (see Section 24, Form 3). However, IDOT/JPE shall not be responsible for, and the Vendor shall retain all risk of loss or damage due to, equipment failure or failure due to design or workmanship deficiencies, as well as all damage caused by the Vendor’s negligence or willful misconduct.
6. Certificate of Title
Title to each locomotive shall vest in IDOT/JPE upon Conditional Acceptance (see Section 24, Form 3) and shall be evidence that IDOT/JPE has acquired full title to such locomotive free and clear of all liens, claims, security interests or encumbrances of any kind. CDRL
7. Tooling Rights
Until expiration of the warranty period, the Vendor, its subcontractors, suppliers, and manufacturers shall not sell, destroy or otherwise dispose of their rights to the use of the unique castings, patterns, and forming or extrusion dies after their use in the production of the locomotives without first offering them to IDOT/JPEs, with reasonable costs associated with the transfer to be borne by IDOT/JPEs. After the expiration of the warranty, and for the remaining life of the locomotives, the Vendor shall make commercially reasonable efforts to cause its subcontractors, suppliers and manufacturers to comply with Section 20.1 “Parts Availability Guarantee.” Commercial off-the-shelf products are excluded from these provisions. For purposes of Section 20.1 “Parts Availability Guarantee,” the terms “sell” and “sale” shall not include transfer of these assets to a successor corporation or other entity that assumes the business and obligations of the Vendor, or any subcontractor, supplier or manufacturer herein, including obligations arising under this Contract. Upon Vendor’s offer of any of the materials described above and IDOT’s/JPE’s refusal, the Vendor’s obligation under Section20.1 “Parts Availability Guarantee” as it relates to the specific materials offered and refused, shall cease.
8. Software Escrow Account
Prior to Conditional Acceptance of the first locomotive, the Vendor shall provide IDOT and Caltrans a list of all software comprising proprietary works (“Proprietary Software”). Source code for the Proprietary Software and all related documentation required for the use and modification thereof, and any revisions or derivative works based on the Proprietary Software developed pursuant to the Vendor’s performance of the Contract (collectively, “Escrow Materials”) shall be deposited in an escrow account with a third-party, as set forth in the Software Escrow Agreement (to be developed after award of contract). The Vendor shall pay all initial and future costs related to the escrow account. The escrow materials shall immediately be obtainable and usable by IDOT, Caltrans, and JPEs in the event that Vendor fails to support the continued use of the 17 Proprietary Software by IDOT, Caltrans, and JPEs, or upon termination or expiration of the term of the escrow. Escrow Materials shall be released in accordance with the explicit terms for release set forth in the Software Escrow Agreement.
9. Changes
Vendor Changes
Any Change Order must be formalized in writing utilizing the Change Order Form (to be developed) and approved by the IDOT Project Manager and Caltrans. Change Orders will be paid upon completion of the Work as defined in each Change Order Form (i.e. per locomotive, lump sum). Verbal Change Orders are not permitted. To propose a change in the Work, the Vendor must submit a Proposed Change Order to IDOT for approval prior to starting such proposed work. The notice should describe the proposed change, identifying the Work that it proposes to change and stating the reasons for the change, including relevant circumstances, impacts on the schedule, and estimated cost impacts. Upon receipt of the Proposed Change Order, IDOT/Caltrans may choose to either reject it, or request the Vendor to submit a detailed Change Order within a specified time period. If IDOT/Caltrans request a detailed Change Order, then the Vendor’s Proposal shall set forth any changes to: the Total Contract Price, Contract Delivery Schedule or any technical requirements of the Contract. The Vendor shall be liable for all costs resulting from, and/or for satisfactorily correcting, any specification change not properly ordered by written modification to the Contract and signed by the IDOT Contract Manager and Caltrans’ representative.
IDOT/Caltrans Changes
IDOT/Caltrans may make changes to the Contract by notifying the Vendor in writing. The Vendor shall advise IDOT/Caltrans on the practicability of the Proposed Change Order by IDOT/Caltrans. IDOT/Caltrans may issue a Proposed Change Order. Upon receipt of the Proposed Change Order and as soon as possible but no later than thirty (30) days, or a date agreed to by the parties, the Vendor shall submit to the IDOT Project Manager a detailed price and schedule Proposal for the Work to be performed. The Vendor’s Proposal shall set forth any changes to the Total Contract Price, Contract Delivery Schedule, or any technical requirements of the Contract. This Proposal shall be accepted or modified by negotiations between the Vendor and the IDOT Project Manager/Caltrans. At that time, a Change Order shall be executed in writing by IDOT, Caltrans, and the Vendor. Verbal Change Orders are not permitted.
10. Legal Clauses
Notice of Labor Dispute
Whenever the Vendor or IDOT/JPE has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Contract, the applicable party shall immediately give written notice thereof to the other party, including all relevant information. In addition, the Vendor agrees to insert the substance of this clause in any subcontract in which a labor dispute may delay the timely performance of this Contract.
18 Changes of Law
Changes of Law that become effective after the Offer Due Date may result in changes that affect price and/or any terms and conditions. If a price adjustment is indicated, either upward or downward, and/or a change in any terms and conditions is indicated, it shall be negotiated between IDOT and the Vendor and the total Contract price and/or the terms and conditions will be adjusted to reflect such changes in law. Such price adjustment and/or changes in terms and conditions may be audited, where required.
Claims
Notice of Intent to Claim
The Vendor shall give to IDOT/JPE a written Notice of Intent to Claim within fifteen (15) days after the parties have been unable to negotiate a pending change related to any act or event for which it intends to seek adjustment in the Contract Price, Contract Time, Terms, or Schedule. The notice shall set forth the basis of the Claim and an estimate of any costs and time impacts involved. The written Notice of Intent to Claim shall set forth the following: 1. The reasons the Vendor believes additional compensation and/or allowance of additional time may be due;
2. The nature of the costs involved or time needed;
3. The Vendor’s plan for mitigating such cost and delay; and
4. The Vendor’s best estimate of the amount of potential claim and time extension, and basic facts supporting the amount and time claimed.
Claim Submittal
The Vendor shall submit its Claim within thirty (30) days after submitting the Notice of Intent to Claim. The following must be provided with the Claim: 1. Detailed factual statement of the Claim, with all necessary facts, events, locations, and affected Work;
2. Date of the event giving rise to the Claim; if there are continuing or multiple events, provide all dates necessary to support the Claim;
3. Names of all persons who made any statements with respect to, or are knowledgeable of the facts and events giving rise to the Claim;
4. Specific provisions of the Contract supporting the Claim, with a statement of supporting rationale.
5. Identification of all documents including meeting minutes, transcriptions of oral communications, photographs, videos, tapes and other evidence supporting the Claim;
6. Detailed analysis of a request for an extension of item; and
7. Detailed breakdown of request for additional compensation.
Failure to submit sufficient detail to permit IDOT/JPE to conduct a review of the Claim may result in rejection of the Claim. 19 Each Claim the Vendor submits for an adjustment that is related to a delay for any cause shall include the following: 1. A time impact analysis and a revised schedule demonstrating how the Delay is incorporated into the schedule; and
Alternative Proposal(s) and a revised schedule that demonstrate how the Delay will be eliminated or mitigated.
The Vendor shall maintain cost records of all Work, which is the basis of any Claim, in the same manner as is required for Changed Work in Section 9 “Changes,” above.
Claims Process
Within thirty (30) days after the receipt of the Claim, IDOT/JPE shall either render a decision, provide an estimated date when a decision will be made, or request that the Vendor submit additional information and details to establish the facts and contentions involved in the Claim. If IDOT/JPE do not make a decision within thirty (30) days after it receives all information required to evaluate the Claim, or within any extended period mutually agreed to in writing by the parties, the Claim shall be deemed rejected, and the Vendor shall be notified in writing. If the Vendor fails to comply with any provision of this Article in the time and manner specified, it shall waive any relief that might otherwise be due with respect to such Claim. If a Claim from the Vendor is sufficiently substantiated, and IDOT/JPE agree to honor said Claim, IDOT/JPE shall agree to an appropriate payment and/or an extension of time. If the Vendor agrees to a modified payment or extension of time related to a certain, described portion of its Claim, such agreements shall constitute an unconditional release of IDOT/JPE from any further obligations related to that described portion of the Claim. If IDOT/JPE find the Claim to have merit, in whole or in part, IDOT/JPE and the Vendor will negotiate the terms of a Change Order in the Work in compliance with Section 9 “Changes,” above. If the Vendor and IDOT/JPE are unable to reach agreement on a Change Order, IDOT/JPE may issue a unilateral Change Order. The unilateral change order shall constitute a final decision by IDOT/JPE. If any Claim or portion thereof remains in dispute following a final decision by IDOT/JPE, the Vendor may pursue further resolution through State of Illinois dispute processes. Pending final resolution of a Claim, the Vendor shall proceed diligently with the performance of its obligations under the Contract in accordance with the written directions of IDOT, which shall reflect IDOT/JPE final resolution of the claim.
No Claims After Final Payment
In no event shall any claims be made after Final Payment. Failure by the Vendor to submit claims in a timely manner shall result in a waiver by the Vendor as to such claims.
Remedies Not Exclusive
The rights and remedies of IDOT/JPEs provided herein apply to the entire Contract, shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract.
20 Counterparts
This Contract may be executed in any number of counterparts. All such counterparts shall be deemed to constitute one and the same instrument, and each of said counterparts shall be deemed an original thereof.
Third-Party Beneficiaries
No provisions of the Contract shall in any way inure to the benefit of any third-party, including the public at large, so as to constitute such person a third-party beneficiary of the Contract or of any one or more of the Terms and Conditions of the Contract or otherwise give rise to any cause of action in any person not a party to the Contract, except as expressly provided elsewhere in the Contract.
Reserved
Federal Funding Provisions
For federally funded projects, the State of Illinois requires the vendor to provide a detailed estimate of direct and indirect costs of accomplishing the Work.
In addition, the IDOT/Caltrans will provide a notification that fiscal information may be required prior to award detailing the Offeror’s accounting system, payroll burden, fringe expenses, and general and administration overhead expense percentage rating for purposes of a pre-contract audit.
Also, the IDOT/Caltrans will issue a statement that discussions may be conducted with Offerors that submit Offers determined to be reasonably susceptible of being selected for award, but that Offers may be accepted and evaluated, and that an award may be made and contract executed without discussions.
11. Language and Units of Measurement
All documents pertaining to the contract, including but not limited to correspondence, working drawings, and data, shall be written in understandable English language. All numerical data shall use the foot/pound/second system of units of measurement, with metric equivalents in parentheses per Technical Specification 3.5.3 “Metrication.”
Correspondence Control
The contract will be assigned an identifying name and number by IDOT. The Vendor will be required to include this contract identifier on all correspondence and invoices related to this contract. All correspondence shall be addressed to the IDOT Contract Manager’s attention at: Illinois Department of Transportation, Division of Public and Intermodal Transportation, 100 W. Randolph, Suite 6-600, Chicago, IL 60601-3229. All letters shall have the identifier and the sequential tracking number shown at the top of the letter. Letters from IDOT to the Vendor will be identified as “IDOT- XXX” letters, and letters from the Vendor to IDOT shall be identified as “XXX-IDOT.” For all communications to the IDOT Contract Manager, the Vendor shall also copy Caltrans and WSDOT at: California Department of Transportation, Division of Rail, 1120 N Street, MS 74, Sacramento, CA 95814; and Washington State Department of Transportation, High Speed Rail Project Delivery, PO Box 47407, Olympia, WA 98504-7407. Letters requiring a response shall be identified as “Reply Required: Y.” Letters that do not require a response shall be identified as “Reply Required: N.” Please note that all official correspondence shall be 21 transmitted by way of a formal contract letter. Verbal communication between parties shall not be interpreted as official correspondence.
12. Sustainability
IDOT recognizes that being sustainable (environmentally, economically and socially responsible) involves everyone, both internal and external to IDOT. IDOT expects its Vendors to have their own sustainability policies and programs in place and to provide services in line with the principles established therein. Implementation of sustainable practices may include maximizing the use of environmentally and socially responsible materials and services, utilizing energy-efficient and non-polluting vehicles, equipment and processes, and ensuring employee awareness of sustainability initiatives. Please see Sustainability requirements in Chapter 3, Section 3.4.2 of the Technical Specification.
13. Schedule
Period of Performance and Delivery Schedule
Period of Performance
The period of performance, including warranty, is from the date of Notice to Proceed through Notice of Completion (as defined in Section 13.7 “Final Completion,” below). Time is of the essence in this Contract.
22 Locomotive Procurement Schedule and Mandatory Completion Dates
# Description Completion Date
1. Performance Bond No later than ten (10) days after Notice of Intent to Award
2. Insurance Certification No later than twenty-nine (29) days after Notice of Intent to Award
3. Project Kick Off Meeting No later than thirty (30) days after Notice to Proceed (NTP)
4. Preliminary Design Review No later than seven (7) months after NTP
5. Intermediate Design Review No later than twelve (12) months after NTP
6. Mock-ups No later than sixteen (16) months after NTP
7. Carbody/Mainframe Structural Analysis No later than fifteen (15) months after NTP
8. Final Design Review No later than sixteen (16) months after NTP
9. First Subsystems First Article Inspection (FAI) No later than eighteen (18) months after NTP
10. First Carbody/Mainframe Completed No later than twenty four (24) months after NTP
11. Pilot locomotive testing completed at No later than twenty eight (28) months after NTP manufacturer facility
12. Pilot locomotive and FAI Completed No later than Twenty nine (29) months after NTP
13. Independent facility testing (pilot locomotive) No later than thirty-one (31) months after NTP
14. Conditional acceptance of pilot locomotive No later than thirty-two (32) months after NTP
15. Pilot locomotive corridor-tested at agency No later than thirty-three (33) months after NTP
16. Final acceptance of pilot locomotive No later than thirty-three (33) months after NTP
17. Final Acceptance and invoicing of the last (35th) No later than forty-two (42) months after NTP, or locomotive of the base order (4 locomotives per June 30, 2017 (for IDOT and Caltrans), or May 31, month) and delivery, acceptance, and invoicing of 2017 (for WSDOT) all Milestones
Master Schedule and Progress Reports
Within thirty (30) days after NTP, the Vendor shall furnish to IDOT, Caltrans, and WSDOT for IDOT’s approval a detailed written Master Schedule. The Master Schedule shall include at a minimum, all phases of design and mock-up reviews, First-Article Inspections (FAI), delivery of each locomotive, Conditional Acceptance and Final Acceptance of each locomotive, warranty periods for each locomotive and other key milestones. The Master Schedule establishes the timeline by which locomotives are to be delivered and the basis by 23 which liquidated damages for late delivery (see also Section 13.3 “Liquidated Damages”) may be assessed by IDOT/Caltrans. The Master Schedule shall include time for shipping, production, Conditional Acceptance, testing, Final Acceptance and warranty and must allow time for IDOT or JPE inspections, and Vendor corrections, as required in this specification. The Master Schedule will ONLY be modified if authorized in writing by the IDOT Contract Manager, in consultation with Caltrans and WSDOT. During the entire term of Contract performance, the Vendor shall report to IDOT in writing at least monthly on the progress of performance (see also Sections13.2.1 and 13.2.2). If any of the Vendor’s monthly progress reports indicates any potential delay in any of the critically dependent events identified on the schedule, the Vendor shall submit a detailed Corrective Action Plan it intends to take to avoid the delay.
Master Schedule – Critical Path Method (CPM)
The Master Schedule shall include a narrative introduction describing the approach to the project and schedule, fabrication, manufacturing and assembly plants and methods, shipping method, coding structure, other schedule systems used by the project and each item’s relationship to the Critical Path Method (CPM) schedule. The CPM schedule report shall have a clearly marked critical path and include the following: activity identification number, activity description, original duration, remaining duration, percent complete, early and late start, total float, and activity area with bars, all shown on the appropriate timescale. If the Master Schedule shows that any portion of the project or a Work task is completed in less than contractual time the resulting positive float shall be shown. The Master Schedule shall show the project milestones in calendar days, with NTP as the starting date and project activities with duration shown in calendar days. The project milestones and activities shall be logically connected with NTP as a start date and Final Completion as an end date. Conditional Acceptance milestones shall have a “finish no later than date” so that if delays occur the negative floats shall appear on the critical path. Activities shall be discrete items of Work that must be accomplished under the Contract and that when complete, produce definable, recognizable entities or stages within the project. The Master Schedule shall have all critical paths indicated, showing all major Work tasks, including at a minimum the following: NTP;
Vendor and subcontractor/Supplier submittals including review cycles;
Design review meetings;
Mockup review;
Drawing packages requiring approval;
Major off-site inspections and acceptance tests;
Major steps of carbody fabrication;
Major subsystem deliveries;
Assembly milestones;
First Article Inspection (FAI);
Pilot Locomotive :
o Conditional Acceptance in Chicago, IL; 24 Finite Element Analysis (FEA)/Structural Analysis;
Proof of Design/Vehicle Performance Testing--including where testing occurs. (i.e., at a manufacturer’s facility, on-corridor at each agency, or at an independent test facility. Testing at the independent facility must include performance, ride, noise, and CEM at a minimum.) See Technical Specification, Chapter 19:
o Carbody CEM Testing;
o Truck Testing;
o Ride Quality Testing;
o Noise/Vibration Testing;
o Reliability Testing;
Production and Delivery of remaining locomotives;
Conditional Acceptance;
Final Acceptance;
Warranty Period;
End of Warranty Period; and
Final Completion.
Project Kick-Off Meeting
Within thirty (30) days after NTP at a time and location designated by IDOT, the Vendor will hold a Project Kick-Off Meeting. During this meeting, the Vendor will present the project team, discuss the project approach and demonstrate an understanding of the contract. The Vendor will accept questions and feedback from the JPEs and adjust the project approach and progress schedule accordingly. At this meeting the Vendor shall submit the Master Schedule (including CPM), the Warranty Service Plan, Quality Assurance Plan, Preliminary Test Plan Outline, Project Organization Chart, Monthly Progress Report Format, and a sample invoicing format for IDOT approval. In addition, the Vendor will submit the Warranty and Quality Assurance plans from all primary subcontractors. At this meeting the Vendor shall also introduce key personnel (and provide complete contact information for each), including subcontractors to the JPEs. CDRL
Monthly Progress Report
The Vendor shall prepare a progress report each month for IDOT, starting with the first full month after NTP. The Progress Report shall be due on the tenth (10th) of the following month. The Monthly Progress Report shall be based upon actual progress of the Work and shall include at a minimum: Project Schedule and Status;
A summary of Work accomplished during the month, including actual completion dates and start dates;
An updated engineering change status report and description of any delays due to changes; 25 Description of any late schedule activities and workarounds needed to recoup schedule losses;
Major Work activities planned for the following month, including estimated remaining durations for activities in progress and estimated start dates;
A comparison of Work accomplished during the past month with work planned during the past month;
Date and location for the forthcoming inspection and testing activities for the next three (3) months, with the updates, if there are any, easily identifiable;
Status of all Vendor and subcontractor drawings;
Status of correspondence;
Updated status on required contract deliverables; and
Expenditures Subject to Claims for Reimbursement Made to Date and expenditures percentage of total contract amount.
Liquidated Damages (LDs)
IDOT/JPEs will sustain significant damages as a result of the Vendor’s failure to achieve final acceptance of locomotives within the time periods stated in the approved Master Schedule (see Section 13.2) and/or the Vendor’s failure to complete warranty repairs per the terms of this Contract. These damages may include, but are not necessarily limited to, the following: Delays in rail service expansion due to lack of equipment;
Increased costs of Contract Administration;
Cost to lease equipment to provide revenue capacity in lieu of delivered locomotives;
Higher maintenance costs due to existing fleet in service longer than anticipated; and
Loss of revenue.
Liquidated Damages for Late Final Acceptance
The Contract will provide an acknowledgement by the Vendor that IDOT/JPEs shall incur actual damages should the Vendor fail to perform the Work as called out in the Contract and specification, consistent with the dates set forth in the Master Schedule. The Contract will provide that there is a late final acceptance charge in the amount of $1,000.00 per locomotive per day. The Vendor will be assessed the sum of $1,000.00 per locomotive per day for each day the locomotive has not achieved final acceptance by IDOT/JPE, provided that the total late final acceptance charges (combined with the charges for LD’s associated with Warranty service delays – see Section 13.3.2 below) assessed against the Vendor shall in no event exceed ten percent (10%) of the total value of the Contract. Liquidated damages shall be deducted from any monies due or that may become due the Vendor. IDOT/Caltrans may waive the LDs for late final acceptance where circumstances causing the late final acceptance are clearly beyond the control of the Vendor or where it is in the interest of IDOT/JPE to do so. In addition, IDOT/Caltrans reserve the right to waive LDs due to delays caused by damages in transit which are of a significant enough nature to preclude a locomotive from either Conditional Acceptance or Final 26 Acceptance. If the damage sustained is through no fault of the Vendor, then IDOT/Caltrans may waive the LDs for a reasonable period of time to enable the Vendor to undertake the repairs.
Liquidated Damages: Warranty
The same assessment for damages ($1,000.00 per locomotive per day) shall apply in the event that locomotives previously accepted by IDOT/JPE are out of service due to Vendor-caused delays beyond the agreed upon timeline as described in Section 21 “Basic Warranty Provisions” and Section 22 “Repair Procedures.”
27 Milestone Payment Schedule
Cumulative Percentage Percentage # Description of Work of Total Bid of Total Bid Price Price Approved Master Schedule (including CPM), Quality Assurance (QA) Plan, Project Management Plan, Warranty Service Plan, A Organizational Chart, Preliminary Test Plan Outline, Monthly 3.0% 3.0% Progress Report Format, and Sample Invoice Format, plus associated CDRLs and other deliverables Approved Preliminary Design Review (PDR) plus associated CDRLs B 3.0% 6.0% and other deliverables Approved Intermediate Design Review (IDR) plus associated C 3.0% 9.0% CDRLs and other deliverables D Approved Mockups plus associated CDRLs and other deliverables 1.0% 10.0% Approved Final Design Review (FDR) plus associated CDRLs and E 3.0% 13.0% other deliverables Placement of Purchase Order(s) for Primary (major) subcontracts and Suppliers plus associated CDRLs and other deliverables ― Major Systems: Engines, Alternators, Propulsion and Controls, F 3.0% 16.0% Braking and Air Supply, Cooling Systems, Emissions Packages, Control Electronics, Carbodies, Bogie Frames, Couplers and Draft Gear, and Communications. Placement of Purchase Order(s) for Secondary (subsystem) subcontracts and Suppliers plus associated CDRLs and other G 2.0% 18.0% deliverables ― Subsystems: Windows, Cab Consoles, Auxiliary Electronics, Battery, and LVPS H Approved Subsystem First Article Inspections 1.0% 19.0% I Approved pilot locomotive First Article Inspection 2.0% 21.0% J Completion of Contract Conformance Testing 2.0% 23.0% The establishment of a warranty field office(s) with staff, spare K 2.0% 25.0% parts and manuals plus associated CDRLs and other deliverables Delivery and Conditional Acceptance of Pilot locomotive plus associated CDRLs, other deliverables, and L 12.0% 37.0% approved Change Orders Minimum number of pilot locomotives = 1 Final Acceptance of Pilot locomotive plus associated CDRLs and M 3.0% 40.0% other deliverables Conditional Acceptance of Production locomotives plus associated CDRLs and other deliverables and approved Change Orders 27.5% 67.5% N Total number of production locomotives(assuming base order of 35 with one pilot) = 34 Conditional Acceptance payment per production locomotive 0.8088% Final Acceptance of Production locomotives plus associated CDRLs 27.5% 95.0% O and other deliverables Final Acceptance payment per production locomotive 0.8088% 28 Percentage Cumulative # Description of Work of Total Bid Percentage Price of Total Bid Price Delivery and acceptance of all the spare parts, special test P equipment, training/manuals, and final associated CDRLs and 5.0% 100.0% other deliverables
Units of Currency
All Vendor invoices for payment shall be computed in U.S. dollars, and all IDOT payments to the Vendor shall be made in U.S. dollars. There shall be no adjustments to Contract price for currency fluctuations through the term of this Contract.
Economic Price Adjustment
No Economic Price Adjustment will be allowed for the base contract order or for any option orders delivered during the base locomotive production period. Option orders that allow for the contiguous production with the base order are also not subject to any Economic Price Adjustment. Options that require a remobilization by the Vendor will be subject to an adjustment to be determined by the increase in the Producer Price Index for Railroad rolling stock manufacturing (Bureau of Labor Statistics Series ID PCU336510336510) for the period from the Notice to Proceed on the base contract to the Notice to Proceed on any such option order. In addition, a one-time remobilization cost will be allowed for each option order requiring remobilization. Please include the remobilization cost that will be used for each option order throughout the contract period in the “Informational Price Items” (see RFP Section 2.1 “Format of Pricing”). The remobilization cost will NOT be part of the Pricing Offer evaluation. Remobilization costs will only apply to those option orders that require actual remobilization by the vendor to manufacture the option order.
Final Completion
The Vendor shall complete and shall deliver to IDOT/JPEs all designated portions of the Work and all parts and requirements within the number of days set forth in the Contract milestones as defined in Section 13.1.1 “Period of Performance,” above. Final Completion of the work shall occur when all of the locomotives have reached Final Acceptance, the full two-year general warranty period for each locomotive has come to successful conclusion, and when the Vendor has: (a) corrected any and all Fleet Defects; (b) completed previously identified warranty work; (c) delivered written releases of liens from all subcontractors and Suppliers; and (d) provided all training, technical support, spare parts, Special Tools, Vehicle History Books, manuals and other CDRLs required under the Contract. When all the Work has been performed and delivered in the quantities designated, the Work will be inspected by the IDOT Project Manager. If the Work has been completed in all aspects and all documents have been submitted and all training has been completed, all in accordance with the approved Master Schedule, then IDOT/Caltrans will issue a Notice of Completion.
Final Payment and Claims
Before applying for final payment, the Vendor shall complete all Work as identified in Section 13.7, and shall correct any deficiencies in the Work, including any Work rejected by IDOT/JPE. Within thirty (30) days after the date of Notice of Completion issued by IDOT/Caltrans, the Vendor shall prepare and present to the IDOT Project Manager and JPE representatives a Proposed Final Invoice in 29 writing. The Proposed Final Invoice shall show the proposed total amount of compensation due. It shall designate the prorated amounts to be paid by each Party, including an itemization of all deductions made or to be made for prior payments and amounts to be kept or retained under the provisions of the Contract, together with any and all potential claims that have not yet been resolved or a statement that no claims will be filed, which releases IDOT/JPE from any claims. All prior invoices and payments shall be subject to correction in the Proposed Final Invoice. No claim for which a Notice of Intent to Claim is required will be considered unless the Vendor has strictly complied with the notice provisions in Section 10.3.1 “Notice of Intent to Claim.”
14. Reserved
15. Shipping, Delivery and Acceptance
Shipment Authorization
Each locomotive shipped from the Vendor’s plant to IDOT/ JPE shall be complete and in compliance with all provisions of the Contract (See Technical Specification Chapter 21, Shipping Preparation), except as may be noted below. Prior to shipment of each locomotive, the Vendor shall obtain a shipping release (see Section 24, Form 1) signed by the IDOT Project Manager or designee. CDRL The shipping release shall certify that the locomotive is complete, has passed all pre-shipment tests described in the Technical Specification Chapters 3 and 19, and complies with approved Vendor’s drawings and samples, is accompanied by an up-to-date Vehicle History Book, and other agreed-upon conditions for shipping. To accommodate any and all tests that may be necessary, the Vendor shall provide a minimum of ten (10) days’ notice to the IDOT Project Manager or designee prior to each shipment and give further notification of the actual shipment date, routing when established and estimated time of arrival. The IDOT Project Manager or designee, at his or her sole discretion, may permit shipment of a locomotive with minor defects or open items approved by the IDOT Project Manager or designee that will not affect testing and can easily be corrected after shipment. All known defects and open items shall be included in an “Exception Report” and submitted by the Vendor with the request for shipping release. The shipping release shall not be construed nor inferred to constitute locomotive acceptance by IDOT/JPE. CDRL To reduce backlogs and delays during inspection or acceptance, the Vendor shall ship no more than four (4) locomotives per month or two (2) locomotives per week, unless previously approved by the IDOT Project Manager or designee.
Shipment
All shipments (see Technical Specification Chapter 21) shall be packaged and packed in a manner to ensure the integrity of product during transportation, handling and temporary storage. Due regard shall be given to protection from loss and pilferage, physical damage, and the effect of the elements and environmental conditions. IDOT/JPE reserves the right to review and approve a shipping plan. If shipped by sea, every effort will be made to provide below deck shipping and storage for all locomotives or locomotive components to provide enclosed protection against damage from handling and from exposure to the marine environment and adjacent shipments. During shipment, each locomotive shall be equipped with an impact recorder provided by the Vendor and approved by IDOT/JPE. The recorder shall record all handling impacts. All records shall become the property of IDOT/JPE and shall be appended to the Vehicle History Book. The Vendor shall require shippers to log and record any incidents of damage or potential damage to the locomotives and locomotive components, and of interruption of shipments. The Vendor shall report such 30 shipment incidents to IDOT/JPE promptly upon the Vendor’s receipt of such information, describing the nature of the shipment damage, potential damage or interruption, and the actions taken and to be taken to complete the shipment and repair any damage. CDRL The Vendor shall assume full responsibility for determining the multiple haul routes to be utilized and confirming that the jurisdiction through which its haul routes will pass will permit the hauling operations with respect to laden weights, type of vehicle, frequency and dimension of loads, required traffic control, and hours of operation. All necessary permits, licenses or bonds shall be obtained and paid for by the Vendor. Locomotives shall be fully prepared by the Vendor for railroad interchange movement, including bracing and component securement as required by the originating carrier. All locomotives shall be shipped via passenger train while in North America unless otherwise approved by IDOT/JPE. All locomotives shall be supplied with potable water and with all systems fully functional to support an onboard escort during shipping. Units shipped separately shall be prepared in such manner as to protect them from damage in transit and at the delivery site. All components which will not be exposed to weather in normal operation shall be protected with weatherproof covering unless enclosed in the locomotive body. Heavy parts shall be crated or mounted on skids. Smaller parts shall be boxed or wired in bundles. If necessary for handling at a particular destination, provisions shall be made for the ready attachment of slings. Unless otherwise approved, no loose or boxed equipment shall be permitted to be shipped in the locomotives (see Section 24, Form 1). All shipments must include packing sheets identifying the IDOT Contract number; item number; quantity and unit of measure; part number and description of items shipped; and appropriate evidence of inspection, if required.
Evidence of Delivery and Shipping Destination (FOB point)
Delivery of the locomotives shall be FOB destination as specified by IDOT/JPE. Vendor is responsible for all delivery costs, including risk of loss, to IDOT/JPEs’ final destination on board the carrier’s conveyance to the location specified below. Delivery of locomotive(s) shall be evidenced by signed receipt by the IDOT Project Manager/JPE representative or designee (see Section 24, Form 2) at the following points of delivery: CDRL For IDOT (Midwest States): 14th Street Amtrak Yard, Chicago, Illinois; and
For Caltrans and WSDOT (California and Washington): Location to be identified in Ordering Agreements, anticipated to be Oakland, California and Seattle, Washington.
A receipt signed by the IDOT Project Manager/JPE representative or designee upon delivery of the locomotive does not constitute IDOT/JPE acceptance of either the condition of the locomotive or its conformance with the terms of the Contract. Delivery of all other contract deliverables shall be FOB destination. Vendor is responsible for all delivery costs, including risk of loss, to IDOT/JPEs’ final destination on board the carrier’s conveyance to the locations specified below. The quantities specified herein are the only quantities required. If Vendor delivers in excess of the quantities specified herein, IDOT/JPE shall not be required to make any payment for the excess goods, and may return them to Vendor at Vendor’s expense or utilize any other rights available to IDOT/JPE at law or in equity. Delivery of other contract deliverables shall be evidenced by signed receipt by the IDOT Project Manager/JPE representative or designee at the following points of delivery: For IDOT (Midwest States): Chicago, Illinois; and
31 For Caltrans and WSDOT (California and Washington): Location to be identified in Ordering Agreements, anticipated to be Oakland, California and Seattle, Washington.
Hours of delivery shall be 8:00 AM to 5:00 PM Central Time (for deliveries to Illinois) or Pacific Time (for deliveries to California or Washington) on the following days of the week: Monday through Friday, excluding Illinois, California, or Washington state holidays and furlough days.
Unloading
The Vendor shall be responsible for the delivery and unloading of locomotives, test equipment, and spare parts at the designated delivery point(s) as instructed by IDOT/JPEs. After arrival at IDOT/JPE’s designated facility, each locomotive shall be examined jointly by IDOT/JPE, and the Vendor for shipping damage. IDOT/JPE then will issue a receiving notice (see Section 24, Form 2, “Evidence of Locomotive Delivery”) to the Vendor, which will acknowledge receipt of the locomotive test equipment and spare parts and describe any missing parts or visible damage that may have occurred during shipment. CDRL
Acceptance Testing
IDOT/JPE will conduct acceptance tests on each delivered locomotive at the delivery site as specified in Section 15.3, above. These tests shall be completed within fifteen (15) days after delivery and shall be conducted in accordance with approved written test plans consistent with the Technical Specifications. The purpose of these tests is to identify defects that have become apparent between the time of locomotive release and delivery to IDOT/JPE. The acceptance tests shall include visual inspection and locomotive operations. No acceptance test shall apply criteria that are different from the criteria consistent with the Technical Specifications. CDRL IDOT/JPE shall record details of all defects on the appropriate test forms and shall notify the Vendor of acceptance or non-acceptance of each locomotive after completion of the tests. The defects detected during these tests shall be repaired according to procedures defined in Section 22 “Repair Procedures.”
Delivery of Special Tools, Diagnostic Equipment, Spare Parts and Manuals
Spare parts shall be of production configuration and successfully tested. Delivery shall be completed in accordance with the Contract Deliverables Requirements List (CDRL). Acceptance of spare parts will be deemed to have occurred after delivery, successful completion of IDOT/JPE receiving inspection, and written notification of Acceptance by the IDOT Project Manager/JPE representative or designee. Delivery of special tools and diagnostic equipment shall be completed in accordance with the Milestone Payment Schedule. Delivery of manuals shall be made in two stages to ensure that manuals remain up-to-date with locomotive production and delivery. The initial delivery of draft manuals is shown in the Contract Deliverables Requirements List (CDRL) and shall consist of full sets of all manuals in the quantities indicated. The final delivery shall consist of the complete updated manuals and the electronic media in the quantities indicated. Acceptance of the manuals will be deemed to have occurred upon written notification of acceptance by IDOT Project Manager/JPE representative or designee. IDOT/JPE reserves the right to delay delivery of locomotives if spare parts, special tools, test equipment or manuals are not delivered in accordance with the Contract Deliverables Requirements List (CDRL).
32 The Vendor shall notify the IDOT Project Manager at least five (5) days in advance of delivery of all spare parts, special tools, test equipment, and manuals. Shipping documents shall accompany delivery of all materials. The shipping documents shall identify all spare parts, special tools, or test equipment by part number, serial number, and the applicable schedule number (from the contractual Pricing Schedules). CDRL IDOT/JPE will inspect all materials to confirm the accuracy of the shipping documents and to check for damage to or defects in the materials. IDOT/JPE will then issue a delivery receipt if the documentation and materials are in order, and no materials will be considered delivered or eligible for payment until delivery receipts have been issued by IDOT/JPE. IDOT/JPE reserves the right to make adjustments to the quantities of individual spare parts and/or special tools and/or test equipment and/or mock-ups.
Conditional Acceptance, Final Acceptance and Non-Acceptance
Conditional Acceptance
Conditional Acceptance of a locomotive is defined as a completely assembled locomotive on IDOT/JPE property subject to the provisions outlined below. The locomotive shall have successfully completed all tests in accordance with Technical Specifications Chapter 19, and be ready-to-run in revenue service except for minor defects that require corrective action but will not materially affect revenue service operations. Conditional Acceptance requires that all completed documentation for the locomotive, including the Vehicle History Book, per Technical Specifications Chapter 22, has been delivered to and accepted by IDOT/JPE. IDOT/JPE shall conditionally accept pilot and production locomotives for consist and performance testing. In order to achieve Conditional Acceptance, the Vendor must have achieved and demonstrated all of the following: All post-production and pre-delivery testing has been successfully completed and documented;
Any damage occurring while in transit has been corrected, except as stated in the open items list;
The Vendor has provided documentation identifying all known defects, open items, engineering changes and/or other required work items, and has submitted an IDOT/JPE-approved Corrective Action Plan and schedule to complete the identified work. If the Vendor fails to complete the work as identified herein, Final Acceptance of the locomotive will be delayed;
The Vendor has inspected and certified that the locomotive is ready for its thirty (30) consecutive day “failure-free” period in revenue service; and
All systems operate as specified and have been verified in a joint inspection, documented on Locomotive Conditional Acceptance and Certificate of Title form, (see Section 24, Form 3), jointly developed and signed by the IDOT Project Manager/JPE representative or designee and the Vendor. CDRL
IDOT/JPE will issue a Locomotive Conditional Acceptance and Certificate of Title form to the Vendor for each locomotive when the locomotive meets the conditions specified in this section. The Warranty for each locomotive shall commence upon Conditional Acceptance of that locomotive.
33 Final Acceptance
IDOT/JPE will issue a Locomotive Final Acceptance Form to the Vendor for each locomotive when the following have been achieved: (see Section 24, Form 4). CDRL The parties jointly verify completion of all items documented on a Final Acceptance Checklist jointly developed and signed by the IDOT Project Manager/JPE representative, or designee and the Vendor; CDRL
The locomotive has run “failure-free” in revenue service for thirty (30) consecutive days from the date of Conditional Acceptance;
The Vendor has provided to IDOT/JPE, when presenting the locomotive for Final Acceptance, documentation indicating that all defects, open items, inspections, engineering changes and other items identified at or since Conditional Acceptance have been completed, and are signed off and closed by IDOT/JPE; and
All required documentation for the locomotive has been received and approved by IDOT/JPE.
The Locomotive Final Acceptance Form shall be attached to the Vendor’s invoice for the Final Acceptance payment for each locomotive. In addition, final payment for the last locomotive in the base order for any JPEs shall not be made until all contractual deliverables are delivered to and accepted by IDOT/JPE.
16. Project Management
These provisions are to be used in conjunction with of the Technical Specification Chapter 3 “Project Management.”
Vendor’s Personnel
Vendor’s Representative
The Vendor shall assign a qualified and experienced Vendor’s Representative who shall have full authority to act on behalf of the Vendor and all of the Vendor’s subcontractors at all tiers in all matters pertaining to the Contract. The Vendor’s Representative shall have experience acceptable to IDOT and must be thoroughly familiar with all procedures involved in locomotive production. With Notice to Proceed, the individual identified in the Offeror’s Offer as the Vendor’s Representative shall become the Vendor’s Representative. If for any reason, and at any time, the candidate submitted by the Vendor is not acceptable to IDOT, or becomes unacceptable, the Vendor must provide a new qualified and experienced Vendor’s Representative subject to IDOT’s approval. If the Vendor wishes to replace its Representative at any time during the performance of this Contract, it first shall submit the resume of its new candidate to IDOT for IDOT approval and shall not make the substitution without IDOT’s advance written approval.
Other Key Personnel
Other key personnel will be subject to the same requirements and restrictions as set forth above for the Vendor’s Representative. These other key personnel include, but are not limited to, the Program Manager, Project Manager, Contract Manager, Engineering Manager, Structural Engineer, Production Manager, Quality Manager, Warranty Manager, and Systems Integration Manager. IDOT may identify additional Key Personnel subject to this provision at any point during the contract.
34 Subcontractors and Suppliers
Nothing contained in this Contract or otherwise, shall create any contractual relationship between IDOT/JPE and any subcontractors or suppliers, and no subcontract shall relieve the Vendor of its responsibilities and obligations hereunder. Provide a list of Subcontractors per RFP Attachment FF-1 and FF-2 “Subcontractor Disclosures.” The Vendor agrees to be as fully responsible to IDOT/JPE for the acts and omissions of its subcontractors and suppliers and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Vendor. The Vendor’s obligation to pay its subcontractors and suppliers is an independent obligation from IDOT/JPE’s obligation to make payments to the Vendor. The Vendor shall perform the Work contemplated with resources available within its own organization and no portion of the work shall be subcontracted except for subcontractors listed Attachment FF-1 and FF-2 “Subcontractor Disclosures.” Any subcontract in excess of $50,000, entered into as a result of this contract shall contain all the provisions identified in this contract to be applicable to subcontractors. The Vendor shall be fully responsible and liable for the products, services and actions of all subcontractors and suppliers at any tier. Any new, additional or substituted major system or subsystem suppliers proposed to be used by the Vendor after the award shall be subject to IDOT’s/Caltrans’ prior written approval. No increase in the Contract Price(s) shall be allowed for any such substitution, unless agreed to by IDOT/Caltrans. The Vendor shall not make any substitution for any major system or subsystem supplier or for any person or for any organization which has been previously accepted by IDOT/Caltrans as part of the Contract unless and until requested to do so by IDOT/Caltrans and/or unless such substitution is expressly approved by IDOT in writing. A major system or subsystem supplier is defined as an individual or organization that supplies the major systems or subsystems of the locomotive as defined in the Technical Specifications.
IDOT Project Manager
The IDOT Project Manager shall be the day-to-day contact between IDOT and the Vendor. The IDOT Project Manager in consultation with the JPEs shall decide all questions which may arise as to the quality or acceptability of materials furnished and work performed and as to the manner of performance and rate of progress of the work.
Project Meetings
The IDOT Project Manager will schedule and preside over pre-production, periodic and special meetings throughout the progress of the Work. Agendas for the meetings may include, but are not necessarily limited to, discussions of in-plant observations, problems, conflicts, production schedules, delivery schedules, supplier fabrication, quality standards, design review, Contract modifications, and any other topics that the IDOT Project Manager determines to be relevant to the project. The location for project meetings will be mutually agreed upon by IDOT/Caltrans and Vendor.
Reserved
Ownership and Use of IDOT Documents
All drawings, specifications, and copies furnished by IDOT shall remain the property of IDOT. They are to be used only with respect to this Contract. With the exception of one Contract set for each party, those
35 documents are to be returned (or suitably accounted for) to IDOT upon request at the completion of the Work.
Review of Drawings, Data, and Designs
All reviews of drawings, data and designs outlined in Chapter 3 of the Technical Specifications shall be completed by the Vendor and IDOT/JPE per the approved Master Schedule. It is expressly understood that approval of the Vendor’s working drawings or other submittals shall not relieve the Vendor of any of its responsibility under the contract for the successful completion of the work in conformity with the requirements of the Contract. Such approval shall not operate to waive any of the requirements of the Contract or relieve the Vendor of any obligation there under, and defective work, materials and equipment may be rejected notwithstanding such approval. Neither review nor approval of any aspect of the Vendor’s working methods or progress on the work shall in any way relieve the Vendor of any of its obligations with respect to the performance of work under the contract.
17. Options
Options for Additional Locomotives
The Vendor hereby grants IDOT/JPE Options to purchase up to 225 additional locomotives. The Options shall be valid throughout the term of the contract, and in option quantities as shown in the RFP Brief Description. A minimum order of locomotives will not be required if consecutive production can be guaranteed. If consecutive production cannot be guaranteed, a minimum order quantity agreed to by the Vendor and IDOT or JPE may be required. IDOT or JPE and the Vendor will mutually establish the delivery schedule for locomotives and other deliverables under the Option assignments.
Prices of Optional Locomotives
Prices of Optional locomotives will be priced per Offer Packet 2 “Pricing” of the Offer if exercised in a timeframe to permit contiguous production with the base quantity. If production of Option locomotives is not contiguous to the base order, pricing will be governed by Section 13.6 “Economic Price Adjustment.”
Milestone Payments for Optional Locomotives
Milestone payments for the option locomotives and associated deliverables will be made upon satisfactory completion and acceptance of each milestone in accordance with the milestone allocation percentages listed below:
Percentage Cumulative # Description of Work of Total Bid Percentage of Price Total Bid Price Approved Master Schedule (including CPM), Quality Assurance (QA) Plan, Project Management Plan, Warranty Service Plans, A Organizational Chart, Preliminary Test Plan Outline, Monthly 3.0% 3.0% Progress Report Format, and Sample Invoice Format, plus associated CDRLs and other deliverables B Placement of Purchase Order(s) for Primary (major) subcontracts 3.0% 6.0% and Suppliers plus associated CDRLs and other deliverables ―
36 Percentage Cumulative # Description of Work of Total Bid Percentage of Price Total Bid Price Major Systems: Engines, Alternators, Propulsion and Controls, Braking and Air Supply, Cooling Systems, Emissions Packages, Control Electronics, Carbodies, Bogie Frames, Couplers and Draft Gear, and Communications Placement of Purchase Order(s) for Secondary (subsystem) subcontracts and Suppliers plus associated CDRLs and other C 2.0% 8.0% deliverables ― Subsystems: Windows, Cab Consoles, Auxiliary Electronics, Battery, and LVPS The establishment (if necessary) of a warranty field office(s) with D staff, spare parts and manuals plus associated CDRLs and other 2.0% 10.0% deliverables Delivery and Conditional Acceptance of all production locomotives plus associated CDRLs, other deliverables and E 40.0% 50.0% approved Change Orders (at a % rate per locomotive to be determined) Final Acceptance of the production locomotives plus associated F CDRLs and other deliverables (at a % rate per locomotive to be 40.0% 90.0% determined) Delivery and acceptance of all the spare parts, special test G equipment, training/manuals, and final associated CDRLs and 10.0% 100.0% other deliverables
Options for Additional Spare Parts, Tools and Materials
At the option of IDOT/JPE, the Vendor shall provide additional spare parts, special tools, diagnostic test equipment and manuals, drawings, training and training materials, illustrated parts catalog and publications to be used for any Option orders and shall be as set forth in the Schedule of Prices. The Vendor shall provide a listing of the additional recommended spare parts, special tools and diagnostic test equipment when the design of the first locomotive is completed. IDOT/JPE shall order additional quantities of these items by written notice to the Vendor. An Option to order additional items to be delivered with the base locomotive order may be exercised at any time by IDOT/JPE up to the end of the two-year warranty of the last locomotive purchased under this Contract. The notice shall specify the quantity of additional materials being ordered. IDOT/JPE may place one or more such orders for additional materials, or none.
Prices for Additional Spare Parts, Tools, Materials and Training
Pricing for any additional spare parts, tools, materials, and training developed beyond those included in the Contract will be based on the Vendor’s current price list during the base contract period. Purchases beyond the base contract period will be allowed a price adjustment as described in Section 13.6 “Economic Price Adjustment” (see above in this appendix) on the quoted option prices but not upon remobilization costs.
Milestone Payments for Additional Spare Parts, Tools and Materials
Milestone Payments for additional spare parts, tools, and materials will be per the table in Section 17.3 above and in accordance with the original contract terms. 37 Assignment of Options
IDOT/Caltrans reserves the right to assign options to other entities. Assignment(s) will be subject to the Contract terms and conditions, absent mutual agreement via Ordering Agreement between Vendor and assignee. IDOT will not manage the Options assigned to any other agency than IDOT. Other agencies that are assigned Options will negotiate an Ordering Agreement with the Vendor and include necessary provisions for management of the Option order in the Ordering Agreement. Other than for their own option orders, IDOT/Caltrans/WSDOT shall have no responsibility for the Vendor’s performance under the option assignments.
18. Testing
General
The Vendor shall prepare an Inspection and Test Plan (“Test Plan”) consistent with Technical Specifications, Chapter 19. CDRL
Use of IDOT or JPE Facilities
The Vendor shall furnish all personnel, supplies and tools for locomotive commissioning at IDOT/JPE’s facilities. The Vendor shall also furnish all equipment and other requirements for the locomotive prior to the delivery of the locomotive. The Vendor shall provide the IDOT Project Manager and JPE, as appropriate with a minimum of three (3) days’ notice of the scheduled date and time of each post-shipment locomotive test, so that the IDOT Project Manager/designee may witness each such test. The Vendor shall cooperate with IDOT/JPE, as appropriate, in scheduling and coordinating the Vendor’s Work on IDOT’s/JPE’s property with the Work and operations of IDOT/JPE, contracted service and maintenance providers, or host railroads.
Care of Premises
Whenever the Vendor is working on premises owned by IDOT/JPEs, service providers, maintenance providers or host railroads the Vendor agrees to leave such properties in a neat and orderly condition. Upon completion of the entire project, the Vendor shall remove all temporary buildings, structures, fences, scaffolding, surplus materials, and rubbish of every kind from the site of the Vendor’s Work on IDOT/JPE’s, contracted service and maintenance provider’s, or host railroad’s property, who will provide written verification to JPE’s and the Vendor that the premises were adequately restored.
19. Safety and Security Requirements
Vendor Safety Training
All Vendor and subcontractor personnel and/or their technical representatives or assistants performing onsite Work, inspection or testing shall have successfully completed all required safety training courses administered by IDOT/JPE, contracted service and maintenance provider, oversight agencies, and host railroads. It is incumbent upon the Vendor and its employees to work in a safe manner at all times due to the nature of rail service. The Vendor while performing work around rail facilities shall be alert for train movement through the facility to ensure a safe operation. 38 Safety Compliance
The Vendor shall be responsible for ensuring compliance with the most stringent safety provisions of all applicable statutes and regulations related to state, federal and local safety requirements, including any Federal regulations, laws, or policy and other guidance that FRA or U.S. DOT may issue pertaining to safety oversight in general, and in the performance of the Contract, in particular. The Vendor shall include these requirements in all subcontractor and supplier contracts for Work under the Contract. Upon the failure of the Vendor to comply with any of these requirements, JPEs shall have the authority to stop any and all operations of the Vendor affected by such failure until such failure is remedied. No part of the time lost due to any such stop orders shall be made subject to a claim or extension of time or increase in compensation. Failure to comply with these requirements may result in termination per Attachment DD “Standard Terms and Conditions” Section 1.3 “Termination for Cause.” The Vendor shall be fully liable for all fines, penalties, claims, and repairs incurred by JPEs and its Vendors resulting from failure by the Vendor, its subcontractors or suppliers to comply with this section (Section 19).
20. Service and Parts
Parts Availability Guarantee
The Vendor agrees to cooperate in good faith with JPEs to provide spare parts and all equipment necessary to maintain and repair the locomotives supplied under this Contract during the life of the locomotives. Parts shall meet form, fit and function of the original equipment. If the Vendor is unable to provide requested parts or any equipment necessary to maintain and repair the locomotives, then the Vendor shall provide JPEs with sufficient detail that would allow JPEs to have these parts specially manufactured, including any drawings, design and material information, and proprietary documentation.
Interchangeability
Unless otherwise agreed, all units and components procured under this Contract (including all Ordering Agreements), whether provided by suppliers or manufactured by the Vendor, shall be duplicates in design, manufacture and installation to ensure interchangeability among locomotives in this procurement. In the event that the Vendor is unable to comply with the interchangeability requirement, the Vendor must notify IDOT/Caltrans and obtain IDOT’s/Caltrans’ prior written approval. IDOT/Caltrans shall review proposed product changes on a case-by-case basis and shall have the right to ensure that product changes perform at least as well as the originally supplied products.
Agency-Furnished Property
Not applicable.
39 21. Basic Warranty Provisions
Warranty Requirements
Vendor Warranty
Warranties in this document are in addition to any statutory remedies or warranties imposed on the Vendor. Consistent with this requirement, the Vendor warrants and guarantees, to IDOT/JPE, each complete locomotive, subsystems, and all components, parts and materials, including special test equipment and spare parts.
General Warranty
The complete locomotive shall be warranted to be free from defects for a minimum of two (2) years unless specified throughout Section 21.1 “Warranty Requirements” below. The warranty period shall begin at Conditional Acceptance except for parts and systems on the locomotive which require corrective action on the open items list (see Section 24, Form 3: Locomotive Conditional Acceptance and Certificate of Title). For any parts and systems requiring corrective action, the warranty period shall begin once corrections have been made and accepted by IDOT/JPE. Acceptance of each locomotive for revenue service does not relieve the Vendor of the responsibility to correct defects as required by the Contract. The warranty is based on regular operation of the locomotive under normal operating conditions (see Amtrak Environmental Conditions defined in the Technical Specification).
Vendor Obligations/Contractual Requirements
The Vendor must provide equipment that meets the reliability and performance requirements of the Contract, all applicable technical specifications and referenced documents, and the maintenance and operational requirements as specified by the supplier. The Vendor shall bear all costs of corrective Work which shall include, but not be limited to, necessary disassembly, transportation, reassembly, repair or replacement and testing of the defective components, materials, goods, supplies, subsystems, parts and equipment.
The Vendor shall submit to IDOT/Caltrans for approval a Warranty Service Plan that is compliant with all contractual and technical specifications.CDRL
The Warranty Service Plan shall: Establish a warranty response team with a Warranty Manager; Establish warranty field offices for warranty support at locations where repairs are to be conducted and parts can be stored, as specified by IDOT/JPE; Establish warranty and Fleet Defect repair response process and timelines; Setup a dedicated warranty email address, telephone number, voicemail system and address for U.S Postal Service and courier mail; Establish a disposition procedure to track failed parts to ensure that they are not reused without proper authorization from IDOT/JPEs; Prepare for and participate in bi-weekly warranty status/resolution meetings; and Prepare bi-weekly reports on warranty performance containing trends in warranty repairs and corrective action status.
During the warranty period, the Vendor shall maintain qualified warranty repair representatives at each designated warranty field-site to be available to perform corrective work under the warranty. The Vendor’s Representative shall be qualified and knowledgeable in the repair and maintenance of the locomotives. The 40 warranty repair staff shall be available to perform repairs at any time, including but not limited to nights and weekends. Each JPE’s Ordering Agreement may have additional provisions defining warranty repair level of service requirements.
The Vendor will provide IDOT/JPEs with a complete description of the repair work that was conducted, written on the Amtrak Warranty Claim Request (AWCR) or equivalent (see Section 24 “Forms”) and entered into the Warranty Database and Performance System (WDPS) or equivalent as selected or agreed by IDOT/JPEs, in order for IDOT/JPEs to close an AWCR. This description is to include name and title of the employee who completed the Work, date of repair, method of repair, and the old and new serial numbers of any major components that have been replaced, and disposition of replaced materials.
If any warranty or engineering items are unresolved and open at the conclusion of the basic warranty period, IDOT/ JPEs may require the vendor to provide an extended warranty, seek reimbursement from the vendor or exercise IDOTs’/JPEs’ rights under the performance bond.
IDOT/JPE reserves the right at the end of any warranty period to take corrective action to resolve open warranty and engineering issues at the Vendor’s expense.
Field Service
The Vendor shall provide for field support facilities and personnel during the periods of acceptance and performance testing, training, warranty, and retrofit programs (if any). Where manufacturers’ systems require specialist support, the Vendor shall arrange with the manufacturer for qualified personnel.
An approved Warranty Service Plan shall be part of the product support program and approval required within 30 days of NTP.
Field Service Office, Related Facilities and Inventory
Requirements for payment are identified as Items 1-8 below: 1. The warranty field offices must be established prior to the release for shipment of the first locomotive; 2. The field offices shall be established at locations as approved by IDOT/JPE; 3. The field offices shall be staffed with the Vendor’s designated warranty representatives and any additional staff, as required; 4. The warranty staff shall be sufficiently trained and qualified to perform all required duties to administer the warranty on all locomotives delivered under the contract, and in accordance with the Vendor’s Warranty Service Plan; 5. The field offices shall be sufficiently equipped with all necessary equipment, tools, documents, manuals, drawings, spare parts and communication systems to effectively administer the warranty and meet the requirements of the Vendor’s Warranty Service Plan and all contract provisions; 6. An email address, voicemail system and U.S Postal Service and courier mail delivery facilities shall be established at the field offices; 7. The Vendor shall provide JPEs the contact name, phone number, email address, and street address for the Warranty Manager, including the means for contacting the Warranty Manager during evenings, weekends and holidays to respond to urgent warranty claims; and 8. The Vendor shall certify in writing that the warranty field offices shall remain staffed for the duration of the warranty period, including all warranty extensions if applicable (see Section 21.1.12 “Extension of Warranty.” CDRL
41 The Vendor shall make provisions for onsite storage of material routinely needed to support its warranty and shall obtain storage nearby for large warranty spare parts. Material storage shall include secure facilities for storing nonconforming, rejected, or condemned materials.
The Vendor shall provide for all necessary tools, cranes, pits, jacks, gauges, rerailing equipment, motor vehicles, office equipment and furnishings, and supplies. IDOT/JPE shall cooperate in making available yard space to carry out the Vendor’s acceptance work, and shall provide (through its Vendor) switching within yard limits as motive power and crews are otherwise available.
Field Service Personnel
The Vendor shall provide adequate Field Service Personnel until the last locomotive’s warranty expires. The Vendor shall arrange for its subcontractor’s Field Service Personnel to be available as needed. All of these shall be employees experienced in field service and thoroughly familiar with the product supplied. The field service effort shall be supervised and managed by only one Warranty Manager, who shall have full and immediate authority to act for the Vendor in field service and acceptance matters. The Vendor, its subcontractors, commercial representative, agents, consultants, and guests shall at all times wear proper clothing and identification, including safety apparel, while on railroad property and operating territory. Personnel working on or about locomotives shall wear a distinctive, safe, clean work uniform, and identification clearly identifying their employer. The Vendor, its subcontractors, commercial representatives, agents, consultants, and guests shall promptly remove from the field any person whose conduct or personal protective equipment is not appropriate for railroad field service work.
Detection of defects
Field inspectors, operating agency employees, IDOT/JPE, and other staff may note defects during routine inspections, in normal operation, or maintenance of the equipment. Defects will be reported on the IDOT Amtrak Warranty Claim Request (AWCR) form, submitted to the IDOT Warranty Database and Performance System (WDPS) database, and will be distributed to the Vendor.
Department Rights and Obligations
During the warranty period, IDOT/JPE will make every reasonable effort to make facilities and locomotives available to the Vendor for warranty and related work as permitted by operational requirements.
IDOT will provide its JPEs and the Vendor access to the WDPS Database for the purpose of reviewing defect claims and entering Vendor’s resolution of open warranty claim requests.
Minimum Warranty Parts Inventory
The Vendor shall establish minimum warranty parts inventory to be approved by IDOT/JPE and in place before Conditional Acceptance of the first pilot locomotive. The minimum warranty parts inventory will include three types of inventory: Strategic parts that are safety critical for train operation; Strategic parts that have high usage rates or that are known to be replaced frequently; and Strategic parts that are long-lead-time items. The minimum warranty parts inventory list will include a complete listing of each part, the number to be stocked, and a parts replacement schedule to ensure that adequate quantities of warranty parts are stocked while locomotives are in service and under warranty. CDRL
42 Carbody Structure
The locomotive body structure as defined in Chapter 4 of the Technical Specifications is warranted to be free from defects for ten (10) years.
Major Subsystems
The following major subsystems shall be warranted to be free from defects for a longer period than the minimum two-year warranty mandated under Section 21.1.2 or as otherwise set forth in Section 21.1: The subsystems with longer mandated warranties include:
Truck frame: ten (10) years; and Engine Crank Case: 10 (ten) years.
All other subsystems are covered by the General Warranty provision (except Carbody Structure, see 21.1.10).
Extension of Warranty
If, during the warranty period, repairs or modifications on any locomotive are necessary due to defective design, materials or workmanship, IDOT/JPEs will give written notice to the Vendor. If repairs are not completed within ten (10) days of the notice or an agreed upon timeline documented in writing between IDOT and the Vendor, the warranty period will be suspended until such time that the repairs are fully completed and the warranty will be extended for that component on a day-for-day basis. Once repairs are completed, the warranty timeline begins again and the remaining warranty will continue to be in effect. If the repairs are not completed within the agreed upon timeline, resulting in the locomotive being unavailable for revenue service, liquidated damages will commence in accordance with Section 13.3.2 “Liquidated Damages: Warranty” and will accrue on a day-to-day basis starting at the end of the agreed upon timeline.
Reserved
Exceptions and Additions to Warranty
The warranty shall not apply to the following items: Scheduled maintenance items at or beyond their scheduled change-out interval / life; Consumable items (e.g. filters, light bulbs); Items furnished by IDOT/JPEs; and Modifications made without Vendor approval, except as provided herein.
Pass-Through Warranty
Should the Vendor elect to not administer warranty claims on certain components and wish to transfer this responsibility to the sub-suppliers or others, the Vendor shall submit a written request to IDOT/JPE that the Vendor plans to assign warranty work to a specified subcontractor or supplier. The Vendor shall state in writing that IDOT’s/JPE’s warranty reimbursements will not be impacted in accordance with Section 22.3.4 “Reimbursement for Labor and Other Related Costs,” Section 22.3.5 “Reimbursement for Parts” and Section 22.3.6 “Reimbursement Requirements”. Otherwise, the Vendor shall be solely responsible for the administration of the warranty as specified.
43 If the Vendor makes such a request, then the Vendor also shall state in writing any exceptions as it relates to the costs incurred in the transport of locomotives and/or components associated with such a Pass-Through Warranty. Approval of the request shall be at the discretion of IDOT/JPEs.
Superior Warranty
The Vendor shall pass onto IDOT/JPEs any warranty offered by a supplier that is superior to that required herein. The Vendor shall provide a list to IDOT/JPEs noting the conditions and limitations of the Superior Warranty no later than the start of production. The Vendor shall not be required to administer the Superior Warranty except through a mutual agreement between the parties.
The Superior Warranty shall be administered by the Supplier after the completion of the base warranty period.
At the request of IDOT the Vendor shall convey the Superior Warranty to IDOT/JPEs through a multi-party agreement, signed by the Vendor, the supplier, IDOT/JPEs, specifying the terms and procedures for the administration of the Superior Warranty.
Superior warranty terms and conditions may not conflict with any provisions of this agreement or in any way increase liability for IDOT/JPEs.
Extended Warranty
Not applicable.
Fleet Defects
Occurrence and Remedy
A Fleet Defect is defined as cumulative failures of fifteen percent (15%) or more of any part, system, or component in the same or similar applications with a minimum of five (5) failures of the same component where such items are covered by warranty. Similar components are defined as components that perform the same function or purpose regardless of specific orientation (e.g. left-hand vs. right-hand).
In the event that failures reach the threshold as defined for a Fleet Defect, IDOT shall provide the Vendor written notification of the assessment of the Fleet Defect. This notification shall include the description of the failure and the dates, vehicle numbers, and warranty claim numbers for the failures. Within five (5) business days of this notification, the Vendor shall present to IDOT its corrective action plan for an engineering analysis of the Fleet Defect. The plan shall include an estimated timeline for a failure analysis to determine the cause, and extent of the failure, and the corrective actions needed to resolve the failure on all affected locomotives. The results of the failure analysis and corrective actions shall be presented to IDOT for review and approval within thirty (30) days after notification of the Fleet Defect. IDOT shall have the authority to assess the effectiveness and appropriateness of the proposed solution and require that the Vendor propose alternate solutions, if necessary.
Once the corrective action plan has been approved by IDOT, the Vendor shall provide a Field Modification Instruction (FMI) within thirty (30) days that will resolve the failure on all affected locomotives that have been delivered. This FMI shall include all components requiring repair or replacement, all diagnostic, removal, and installation instructions, and the applicability to the locomotives in the fleet to which the FMI applies. An FMI shall apply to all locomotives in the fleet that meet the criteria for corrective action to resolve the Fleet Defect, regardless of whether the locomotive is within its warranty period or not. The Vendor shall also implement engineering changes, as necessary, to modify the design, material, or 44 installation procedures for all locomotives in production or not yet delivered. All drawings, manuals, parts lists, test procedures, vehicle history books, and other documentation shall be revised and updated, as necessary, to reflect any changes to design, parts, installation, procedures, or maintenance requirements, as a result of the FMI or engineering change.
No payment, for any locomotive, its associated components, parts, work, or for any other purpose, shall relieve the Vendor of any obligation to correct Fleet Defects as provided herein. If the Vendor fails to resolve Fleet Defects or complete FMIs as set forth herein, IDOT/JPE reserves the right to resolve open FMIs at the Vendor’s expense, utilizing funds in any or all of the following: deduction from amounts due or remaining milestones, the performance bond, other Vendor funds, or legal action.
Recurring Defect
A Recurring Defect is when the same component or system on the same locomotive fails in a similar manner three (3) or more times within the warranty period. Once the component or system fails for the third (3rd) time, IDOT shall notify the Vendor to perform an engineering investigation as to the cause and nature of the failure. This notification shall include the description of the failure and the dates, vehicle numbers, and warranty claim numbers for the failures. Within thirty (30) days of notification, Vendor shall provide for IDOT review and approval a report of the investigation and a recommendation as to how the Recurring Defect will be properly and permanently corrected. If the component or system fails again after the corrective action is completed, the Vendor shall perform another analysis as to why the corrective action did not solve the problem, and make another recommendation as to the method by which the failure will be corrected. Once the Recurring Defect is corrected, the item(s) shall have the longer of one (1) year additional warranty from the correction of the Recurring Defect or the remainder of the unexpired warranty period.
Failure Analysis
The Vendor shall provide a failure analysis of Fleet Defects, Recurring Defects, safety-related parts, or major components removed from locomotives under the terms of the warranty that could affect fleet operation. Such reports shall be delivered within thirty (30) days, or an agreed upon timeline, after notification of the Fleet Defect or Recurring Defect.
22. Repair Procedures
Repair Performance
The Vendor is responsible for all warranty-covered repair-work. Under normal circumstances, IDOT/JPEs will allow the Vendor to perform such Work. At its discretion, IDOT/JPEs may perform such Work if it determines it needs to do so. The cost of such Work performed by IDOT/JPEs shall be reimbursed by the Vendor.
Urgent Repairs by Vendor
If IDOT/JPE identifies a defect that is an urgent repair issue or a safety issue, IDOT/JPE shall notify the Vendor per the urgent AWCR and warranty process (the urgent AWCR and warranty process will be defined during design review). Components, systems, and subsystems that are included for urgent repair include:
Diesel engine components; Traction/HEP converters; HVAC; Toilet Module; 45 Brakes systems; Trucks and suspension; Safety appliances; Repairs to locomotive shell structure and CEM; On-board control systems; Train control including PTC; and Any safety issues when present.
Within twenty-four (24) hours of receiving a notification of an urgent defect or safety issue from IDOT/JPE, the Vendor’s Representative shall begin work on warranty-covered repairs. If the Vendor does not begin work on the warranty-covered repair within twenty-four (24) hours after receiving an urgent notification, liquidated damages may accrue.
IDOT/JPE reserves the right to resolve urgent repairs at the Vendor’s expense, utilizing funds in any or all of the following: deduction from amounts due or remaining milestones, the performance bond, other Vendor funds, or legal action.
IDOT/JPE shall make the locomotive available to the Vendor, within restrictions imposed by the equipment operators’ requirements, to allow for completion of repairs in a timely manner.
The Vendor shall provide at its own expense all spare parts, tools, and space required to complete repairs. At IDOT/JPE’s option, the Vendor may be required to remove the locomotive from IDOT/JPE’s property while repairs are being performed. If the locomotive is removed from IDOT/JPE’s property, repair procedures must be diligently pursued by the Vendor’s Representative and the Vendor shall be liable for the locomotive while off IDOT/JPE’s premises.
Non-Urgent Repairs by the Vendor
The Vendor’s Representative shall begin Work on non-urgent warranty-covered repairs within three (3) days after: 1) receiving notification of a defect, and; 2) the locomotive being made available from IDOT/JPE, or at a time agreed upon by IDOT/JPE. IDOT/JPE shall make the locomotive available to the Vendor to complete repairs.
The Vendor shall provide, at its own expense, all labor parts and tools required to complete repairs. Regardless of the classification of repairs as Urgent or Non-urgent the Vendor shall remain responsible for the reliability and availability requirements of the locomotive fleet per Technical Specification Section 3.5.
Repairs by IDOT/JPE
Parts Used
If IDOT/JPEs or their representatives perform the warranty-covered repairs, it shall correct or repair the defect and any related defects utilizing parts supplied by the Vendor specifically for the repair. IDOT/JPE may use Vendor-specified parts available from Vendor’s stock if deemed in its best interests.
Vendor-Supplied Parts
IDOT/JPE may require that the Vendor supply parts for warranty-covered repairs being performed by IDOT/JPE or its representatives. The parts shall be shipped prepaid to IDOT/JPE within ten (10) days of receipt of the request for said parts and shall not be subject to IDOT/JPE handling charge.
46 Defective Component Return
The Vendor may request that defective parts discovered during warranty repairs be returned to the parts manufacturer. The freight costs for this action shall be paid by the Vendor. Materials should be returned in accordance with the procedures outlined in Section 22.6 “Return of Parts.”
All serialized components that fail and are exchanged will be tracked by the AWCR form. Serialized components that have failed will not be used as spare parts and the Vendor will provide new serial numbers for refurbished and/or exchanged components.
IDOT/JPE may request that any failed part be made available for inspection, analysis, or documentation.
Reimbursement for Labor and Other Related Costs
When IDOT/JPE or agents perform warranty repairs, the Vendor shall reimburse them for labor and other related costs. The amount shall be determined by IDOT/JPE for a qualified mechanic at the hourly and/or overtime wage rates, including fringe benefits and overhead adjusted for IDOT/JPE’s most recently published rate in effect at the time the Work is performed, plus the cost of retrieving the locomotive if such action was necessary. These wage and fringe benefit rates shall not exceed the rates in effect at the time the defect correction is made.
Reimbursement for Parts
When IDOT/JPE or agents perform warranty repairs, the Vendor shall reimburse IDOT/JPE for replacement parts used to correct the defect at the actual price paid by IDOT/JPE, including applicable taxes.
Reimbursement Requirements
The Vendor shall respond to IDOT/JPE’s request for warranty parts, labor, and other related costs reimbursement with an accept/reject decision, including necessary failure analysis, no later than thirty (30) days after IDOT/JPE submits the request and defective part(s), when requested. Reimbursement for all accepted requests shall occur no later than sixty (60) days from the date of the acceptance of a valid request. IDOT/JPE may dispute rejected requests or requests for which the Vendor did not reimburse the full amount. The parties agree to review disputed warranty requests during the following ninety (90) day period to reach an equitable decision to permit the disputed request to be resolved and closed. The parties also agree to review all requests at least once every ninety (90) days throughout the entire warranty period to ensure that open requests are being tracked and properly addressed. At its discretion, IDOT/JPE may deduct disputed cost reimbursements from current or future monies owed to the Vendor.
Warranty after Replacement/Repairs
During the warranty period, if any component, unit, or subsystem is rebuilt or replaced, then the component, unit, or subsystem shall have the longer of a one (1) year additional warranty from the rebuild or replacement of the component, unit, or subsystem, or the remainder of the unexpired warranty period of the original item. This includes work done by the Vendor or by IDOT/JPEs with Vendor’s concurrence.
If an item is declared to be a Fleet Defect, the warranty is suspended with the declaration of the Fleet Defect. Once the Fleet Defect is corrected, the item(s) shall have the longer of one (1) year additional warranty from the correction of the Fleet Defect or the remainder of the unexpired warranty period.
47 Warranty Processing Procedures
The following list represents information IDOT/JPE will provide to the Vendor for processing requests for warranty reimbursements. This information will be documented on an AWCR form. Only one failure per locomotive should be entered into each request. Specific details regarding the warranty processing procedures will be resolved during project management meetings with the Vendor. Vehicle number; Location of defect on locomotive; Date of failure/repair; Acceptance/in-service date; Repair order number ; Vendor part number and description; Description of failure; All costs associated with each failure/repair (invoices may be required for third-party costs); Locomotive retrieval; Road calls; Labor; Materials; Rented equipment; Parts; Handling; and Troubleshooting time.
Forms
AWCR will be accepted by the Vendor if all of the above information is included. Electronic submittals will be used between the Vendor and IDOT/JPE.
Return of Parts
Defective and tagged parts removed for warranty purposes by IDOT/JPE will be returned with shipping prepaid by the Vendor, as appropriate. Defective parts should be segregated by the Vendor or IDOT/JPE, and each defective part shall be tagged with the following, to the extent that the information is available to the IDOT/JPE’s representative: Name of Vendor (company name); Vehicle number ; AWCR number; Part number; Vendor Part number; Manufacturer’s name and Part number; Part Name or Description; Serial number (if so equipped); Name and phone number of the person removing the part; Current date; and Location of facility where part was removed.
48 Timeframe for Warranty Reimbursement Requests
Each warranty reimbursement request must be submitted no more than ninety (90) days from the date of failure and/or repair, whichever is later. All defective parts must be returned to the Vendor, when requested, no more than forty-five (45) days from the date of repair.
Warranty Reimbursement
How Warranty Reimbursements will be credited to the Contract shall be determined solely by IDOT/Caltrans/JPE. Specific details for the reimbursement process will be resolved during project management meetings with the Vendor.
49 23. Certifications
Request for Pre-Offer Clarification This form must be used for requested clarifications or changes and must be submitted prior to submittal of Offers as specified in RFP Section A.4 “Offeror Questions and Agency Responses.” IDOT RFP 14-1-DPIT – Multi-State Locomotive Procurement
Request No.: Offeror:
RFP Section: Page:
Questions/clarification:
IDOT action: □ Approved □ Denied □ See response below
IDOT response:
50 CER 1: Federal Certifications Buy America Certificate of Compliance or Non-Compliance
The two signature blocks on the Buy America Certificate are mutually exclusive. Offerors shall SIGN ONLY ONE SIGNATURE BLOCK on the certificate. Signing both signature blocks will render the Offer nonresponsive. Making a knowing and willful false certification is a criminal act in violation of 18 U.S.C. §1001. Certificate of Compliance
The Offeror hereby certifies that it will comply with the FRA Buy America requirements of 49 U.S.C. Section 24405(a)(1). Please check the items below to verify compliance with Buy America requirements: Final Assembly of locomotives will be in the U.S. Please indicate Assembly Location: ______100 % of locomotives’ Buy America Components listed in the Buy America Worksheet (form CER 2.6) will be manufactured in the U.S.
Name and title: Company:
______Authorized Signature Date
Certificate of Noncompliance
The Offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. Section 24405(a)(1), but it may qualify for a waiver from the requirement pursuant to 49 U.S.C. Section 24405(a)(2). The Offeror also certifies that it has attached evidence it believes would qualify it for a waiver from Section 24405(a)(1) for one or more of the reasons set forth in Section 24405(a)(2). Please check the items below as applicable: Final Assembly of locomotives will be in the U.S. Please indicate Assembly Location: ______100 % of the locomotives’ Buy America Components listed in the Buy America Worksheet (form CER 2.6) will not be manufactured in the U.S.– Waiver Request attached
Name and title: Company:
______Authorized Signature Date
51 Debarment and Suspension Certification for Prospective Contractor Choose one alternative:
□ The Offeror, [insert name], certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or Agency; 2. Have not within a three-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 or embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently 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 (2) of this certification; and 4. Have not within a three-year period preceding this Offer had one or more public transactions (Federal, State or local) terminated for cause or default.
OR
□ The Offeror is unable to certify to all of the statements in this certification, and attaches its explanation to this certification. (In explanation, certify to those statements that can be certified to and explain those that cannot.) The Offeror certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification and understands that the provisions of Title 31 USC § Sections 3801 are applicable thereto.
Executed in [insert city and state]. Name:
______Authorized Signature Date
52 Debarment and Suspension Certification (lower-tier covered transaction) This form is to be submitted by each Subcontractor receiving an amount exceeding $25,000.
The prospective lower-tier participant (Offeror) certifies, by submission of this Offer, that neither it nor its “principals” as defined at 49 CFR § 29.105(p) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or Agency.
If the Prospective Offeror is unable to certify to the statement above, it shall attach an explanation, and indicate that it has done so by placing an “X” in the following space: ______
THE OFFEROR, ______, CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF EACH STATEMENT OF ITS CERTIFICATION AND EXPLANATION, IF ANY. IN ADDITION, THE OFFEROR UNDERSTANDS AND AGREES THAT THE PROVISIONS OF 31 USC §§ 3801 ET SEQ. APPLY TO THIS CERTIFICATION AND EXPLANATION, IF ANY.
Name and title of the Offeror’s authorized official:
______Authorized Signature Date
53 Non-Collusion Affidavit This affidavit is to be filled out and executed by the Offeror; if a corporation makes the Offer, then by its properly executed agent. The name of the individual swearing to the affidavit should appear on the line marked “Name of Affiant.” The affiant’s capacity, when a partner or officer of a corporation, should be inserted on the line marked “Capacity.” The representative of the Offeror should sign his or her individual name at the end, not a partnership or corporation name, and swear to this affidavit before a notary public, who must attach his or her seal.
State of ______, County of ______
I, ______, being first duly sworn, do hereby state that (Name of Affiant)
I am ______of (Capacity) ______(Name of Firm, Partnership or Corporation)
whose business is ______
and who resides at ______
and that ______(Give names of all persons, firms, or corporations interested in the bid)
is/are the only entity(ies) (s) with an interest in the profits of the herein contained Contract; that the Contract is made without any connection or interest in the profits thereof with any persons making any bid or Offer for said Work; that the said Contract is on my part, in all respects, fair and without collusion or fraud, and also that no members of the agency’s governing board, head of any department, or any employee of IDOT, the Midwest Coalition, WSDOT, Caltrans, or the FRA has any direct or indirect interest therein.
______Signature of Affiant Date
Sworn to before me this ______day of ______, 20_____.
______Notary public My commission expires Seal
54 Lobbying Certification
The Offeror certifies, to the best its knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of a Federal department or agency, a member of the U.S. Congress, an officer or employee of the U.S. Congress, or an employee of a member of the U.S. Congress in connection with the awarding of any Federal Contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification thereof.
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying,” in accordance with its instruction, as amended by “Government-wide Guidance for New Restrictions on Lobbying,” 61 Fed. Reg. 1413 (1/19/96).
3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants and contracts under grants, loans and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, USC § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
THE OFFEROR, ______, CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF EACH STATEMENT OF ITS CERTIFICATION AND DISCLOSURE, IF ANY. IN ADDITION, THE OFFEROR UNDERSTANDS AND AGREES THAT THE PROVISIONS OF 31 USC §§ 3801 ET SEQ. APPLY TO THIS CERTIFICATION AND DISCLOSURE, IF ANY.
Name of the bidder or Offeror’s authorized official: ______
Title: ______
______Signature Date
55 Buy America Diesel Electric Locomotive Component Worksheet
Below is an image of CER 2.6. Please see attached Excel file “Attach EE - Appendix A – CER 2.6 Buy America Worksheet” for the Buy America Diesel Electric Locomotive Component Worksheet.
56 57 58 Buy America Component Supplier Certification Form
Offerors Company Name: ______
Component Supplier Company Name: ______
Component Supplier Address: ______
______
Phone: ______Fax: ______
Email:______
The above named supplier hereby certifies that all Buy America Components listed in the table below are manufactured in the United States. Component No. Name of Component U.S. Location of Manufacturing (Reference to (Street Address, City, State) Form CER 2.6)
Authorizing Signature: ______Date: ______
Name: ______Title: ______
59 Supply Scouting Template
TECHNICAL
Item Designation / Description: (Please provide the name/description/other designation for the item – what it is.)
Transportation System Application: (Please provide information about where the item is used – what it is for.)
Item Class and Size: (Please indicate if this is a mechanical, electrical, electronic, electro-mechanical, chemical, optical, or other class of item; and identify appropriate item dimensions)
Item Materials: (Please identify the materials that constitute the item.)
Likely Manufacturing Processes: (Please identify manufacturing processes that are likely to be required to produce the item.)
Summary of Technical Specifications and Performance Requirements: (Please summarize relevant technical data, performance requirements, and other info that describes what the item must do and how it must perform. Specification sheets may be included as attachments/addenda.)
BUSINESS
Estimate of Potential Business Volume ( # Items): (Please provide an estimate of how many items are needed.)
Delivery Requirements: (Please provide information about terms and conditions associated with item delivery.)
Applicable Certification/Safety Requirements: (Please provide any relevant information about safety or other certifications that would be required to supply these items.)
Other Notes:
(Please provide any other relevant information about the items not included)
60 Previous Similar Experience/Customer References Please complete one CER 3 for each of the references listed in Attachment KK “References.” See RFP Section A.21.5.1 “Packet 1: OFFEROR’S RESPONSE TO SPECIFICATIONS/ QUALIFICATIONS/ STATEMENT OF WORK,” subsection 1.3.1 “Previous Similar Experience,” for more information.
Vendor’s (Offeror) Name:
Agency Name (Offeror’s Customer):
Agency Contact Person Name and Title:
Street Address:
City, State, Zip Code
Telephone Number: Cell Phone Number
Brief Description of Service Provided:
Type (s) of Locomotive (s): (General description of the differences between the vehicle supplied and the vehicle specified in this RFP)
Number of Locomotives: (Number of vehicles ordered, including locomotive type(s))
Contract Start/End Date: (Contract start and end dates, schedule performance in delivery of the locomotives; i.e., original contract requirements versus actual delivery)
Service Value/Cost: (Total value of contract awarded at time of award and at end of contract, if different)
Email address:
Fax Number:
61 62 ESSENTIAL PATENT DISCLOSURE FORM
Offerors shall complete this Essential Patent Disclosure Form (Form), which constitutes a Letter of Assurance (generally, an Assurance) for all Essential Patents listed in the Form. Offeror should complete more than one form if its answers to Section D below vary for different Essential Patents. If Offeror becomes the Selected Bidder and, through the course of the design process, identifies more Essential Patents, the Offeror/Selected Bidder shall complete another Form(s), as necessary. No license is implied by submission of this Form.
A. OFFEROR:
Legal Name:
B. OFFEROR’S CONTACT INFORMATION (for the purpose of licensing information):
Contact Name/Title: Department: Address:
Telephone: Fax: Email: URL:
C. APPLICABLE STANDARD INTERFACE (e.g., HVAC unit, wheel coupler, etc.)
Interface Name/Title:
Interface Name/Title:
Interface Name/Title:
Interface Name/Title:
Interface Name/Title:
Note: For additional interfaces, the Offeror may use additional pages.
D. OFFEROR’S POSITION REGARDING LICENSING OF ESSENTIAL PATENT CLAIMS:
The Offeror hereby declares the following (check Box 1 or Box 2 below):
Note: Nothing in this Form shall be interpreted as giving rise to a duty to conduct a patent search. IDOT and the FRA take no position with respect to the validity or essentiality of Essential Patent Claims contained herein or the reasonableness of rates, terms and conditions provided in connection with submission of this Form, if any, or in any license agreements offered by the Offeror. To the extent there are inconsistencies between the Form and any attached sample licenses, material licensing terms, or not to exceed rates provided in connection with 1.a. or 1.b. below, the terms of the Form shall control.
63 1. The Offeror may own, control or have the ability to license patent claims that might be or become Essential Patents. With respect to such Essential Patents, the Offeror’s licensing position is as follows (must check a, b, c or d and any applicable subordinate boxes):
a. The Offeror will grant a license without compensation to an unrestricted number of applicants for use in the United States with fair and reasonable terms and conditions that are demonstrably free of unfair discrimination.
(Optional) A sample of such a license (or material licensing terms) that is substantially similar to what the Offeror would offer is attached.
b. The Offeror will grant a license under reasonable rates to an unrestricted number of applicants for use in the United States with fair and reasonable terms and conditions that are demonstrably free of unfair discrimination.
(Optional) These reasonable rates will not exceed (e.g., percent of product price, flat fee, per unit, etc.).
(Optional) A sample of such license (or material licensing terms) that is substantially similar to what the Offeror would offer is attached.
c. The Offeror without conditions will not enforce any present or future Essential Patents against any person or entity making, manufacturing, using, selling, offering to sell, leasing or implementing such a compliant use.
d. The Offeror is unwilling or unable to grant licenses according to the provisions of either a or b above or to agree that it will not enforce its Essential Patents as described in c above.
If the Offeror checked box 1.d above, the Offeror shall provide a brief explanation below as to why it cannot or will not grant a license(s) for its Essential Patent(s).
2. After a reasonable and good faith inquiry, the Offeror is not aware of any patent claims that the Offeror may own, control or have the ability to license that might be or become Essential Patents.
E. SCOPE OF ASSURANCE:
Note: The Offeror must complete this section if box 1 in part D above is checked.
The Offeror shall identify any patent claims that it believes might be or become Essential Patents. To the extent the Offeror holds a patent on (or license to) any of the items listed in the Standardization Table, the Offeror should assume that such a patent (or license) is an Essential Patent for purposes of this section. (Offeror must check box 1 or box 2 below).
1. When checked, this Form only applies to the patent claims identified below that are or become Essential Patents. If no patent claim is identified below, then this Form applies to all Essential Patents supported by the disclosure in the patent or patent applications listed below.)
Patent/Application/Docket Number: Description/Title: 64 Claim (optional):
(If more than one): Patent/Application/Docket Number: Description/Title:
Claim (optional): Patent/Application/Docket Number: Description/Title:
Claim (optional):
For additional patents, use additional pages as necessary.
2. When checked, this Form covers all Essential Patents that the Offeror may currently or in the future have the ability to license. The Essential Patents shall be available under the terms as indicated above in Part D.1; however, this Form shall not supersede any pre-existing or simultaneously submitted specific assurance identifying potential Essential Patents.
F. APPLICATION TO AFFILIATES
With respect to any Essential Patents that an Affiliate has the ability to license, the Offeror agrees that (i) the licensing positions described in parts C and D above apply to any Essential Patents within the scope of the Form described in part E; and (ii) the terms of this Form are binding on each such Affiliate; provided, however, that such representations and commitments shall not apply to Affiliates identified below.
______Organization’s Name Organization’s Name
Address Address
Contact Person Contact Person
For additional Affiliates, use additional pages as necessary.
G. SIGNATURE:
By signing this Form, you represent that you have the authority to bind the Offeror and all Affiliates (other than those Affiliates excluded above) to the representations and commitments provided in the Form(s) contained herein and acknowledge that current and future users and implementers of the PRIIA 305 -005 Standard for Diesel Electric Passenger Locomotives identified in part C above and revised from time to time, including the FRA, are relying or will rely upon and may seek enforcement of the terms of this Form. The Offeror and all Affiliates (other than those Affiliates excluded above) agree not to sell or otherwise transfer any rights in any Essential Patent that they hold, control or have the ability to license with the intent of circumventing or negating any of the representations and commitments made in this Form.
The Offeror agrees (a) to provide notice of a Letter of Assurance (i.e., this Form) either through a Statement of Encumbrance or by binding any assignee or transferee to the terms of such Letter of Assurance; and (b) to
65 require its assignee or transferee (i) to agree to similarly provide such notice and (ii) to bind its assignees and transferees to agree to provide such notice as described in (a) and (b).
If the Offeror becomes aware of additional patent claims not already covered by an existing/submitted Form that the Offeror owns, controls or to which it has a license that may be or become Essential Patents with respect to the PRIIA Specification No. 305-005, the Offeror agrees to submit a new Form stating its position regarding enforcement or licensing of such patent claims.
Print name of authorized person: Title of authorized person:
Signature of authorized person: ______Date: Address:
Phone: Email:
Note: This Form applies from the date of the Offer submission to the date of the PRIIA Specification No. 305- 005 standard’s withdrawal and is irrevocable upon acceptance by IDOT; provided, however, that this Form only applies if the Offeror is the Selected Vendor in response to RFP 14-1-DPIT “Multi-State Locomotive Procurement.". IDOT retains the right to transfer this Form (and incorporated Assurances) to the FRA or any standard setting organization identified by FRA, including the Next Generation Equipment Committee created by Section 305 of the Passenger Rail Investment and Improvement Act (Pub. L. 110-432, October 16, 2008).
DEFINITIONS
The following terms, when capitalized, have the following meanings:
Affiliate shall mean an entity that directly or indirectly, through one or more intermediaries, controls the Offeror, is controlled by the Offeror, or is under common control with the Offeror. For the purposes of this definition, the term “control” and its derivatives, with respect to for-profit entities, means the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty (50) percent of the capital stock (or other ownership interest, if not a corporation) of an entity ordinarily having voting rights.
Essential Patent shall mean any patent claim the use of which is necessary to create a compliant implementation of either mandatory or optional portions of the PRIIA Specification No. 305-005 proposed for standardization in the Offeror’s Standardization Plan and for which there is no commercially and technically feasible non-infringing alternative.
Patent Claims shall mean one or more claims in issued patent(s) or pending patent application(s).
Statement of Encumbrance shall mean a specific reference to an accepted/submitted Form or a general statement in the transfer or assignment agreement that the patent claim(s) being transferred or assigned are subject to any encumbrances that may exist as of the effective date of such agreement. An accepted/submitted Form is an encumbrance akin to a Letter of Assurance.
66 24. Forms
Form 1. Shipment Authorization
[Contract Number]
Locomotive #:______
I, duly appointed Inspector and authorized representative of IDOT or JPE, do hereby certify that the locomotive is in conformity with the requirements of Contract XXXXXX, except as noted on the attached Exception Report, and except for completion of such post-shipment tests as required under said Contract. It is further understood that Vendor will correct any defects revealed as a result of such tests. I verify that the locomotive has been weighed, and scale weight and adjusted weight are as indicated in the attached Weight Certificate.
NOTES: This Shipment Authorization is signed subject to correction or completion of the items on the attached Outbound Inspection and Exception Report which were deemed non-compliant at the time the locomotive was shipped. Serialized equipment lists and vehicle test records are included in the Vehicle History Book.
Loose equipment or materials are shown on the attached list that will ship separately inside this locomotive. This equipment or materials will be applied by Vendor upon arrival or after the completion of testing as required.
______For [IDOT or JPE] Date
______For [Vendor] Date
NOTE: Vendor will develop, and IDOT or JPE will approve, the above-mentioned Outbound Inspection and Exception Report, Loose Equipment List, and Weight Certificate during the development of Vendor’s Quality Assurance Plan.
67 Form 2. Evidence of Locomotive Delivery
[Contract Number]
Locomotive #:______Pursuant to Section 15 “Shipping, Delivery, and Acceptance,” notice is hereby given that the above- referenced locomotive arrived at the following IDOT or JPE location: on the following date: . The following observations were made concerning the condition of the above-referenced locomotive upon its arrival at IDOT or JPE location.
Observed Corrected Item Action Description No. Code By Date By Date
Key Action = “R” - repaired, “U” - use as is
IDOT or JPE, and Vendor verify that the observed non-compliant conditions have been corrected.
______For [IDOT or JPE] Date
______For [Vendor] Date
68 Form 3. Locomotive Conditional Acceptance and Certificate of Title
[Contract Number]
Locomotive #:______Vendor hereby makes the following representations and warranties regarding the above-referenced locomotive: that such locomotive conforms to all requirements of Contract XXXXXX except for those items set out in attached Exhibit A, which is incorporated herein by this reference. Vendor warrants and represents that the above-referenced locomotive is free and clear of any and all liens, mortgages, encumbrances, financing statements, security agreements claims and demand of any character and that title to said locomotive is vested in IDOT or JPE. IDOT or JPE hereby accepts title to the above-referenced locomotive. The person signing below on behalf of Vendor represent that s/he is authorized to make the foregoing representations and warranties on behalf of Vendor.
______For [Vendor] Date
IDOT or JPE finds that the above-referenced locomotive is conditionally accepted under a reservation of rights as to failure free testing and the non-conforming items listed in attached Exhibit A (See next page).
______For [IDOT or JPE] Date
69 FORM 3 - EXHIBIT A
Locomotive Conditional Acceptance and Inspection
[Contract Number]
Locomotive #:______Date: ______The following are non-conforming items at the time of locomotive inspection.
Corrected QA Accepted Item Action Description No. Code By Date By Date
Key Action = “R” - repaired, “U” - use as is
70 Form 4. Locomotive Final Acceptance
[Contract Number]
Locomotive #:______Vendor hereby makes the following representations and warranties regarding the above-referenced locomotive: (i) that all phases testing, including failure free testing, have been properly completed pursuant to the terms of Contract XXXXXX, and (ii) that all of the items listed in the Locomotive Conditional Acceptance and Certificate of Title Form have been satisfactorily completed or resolved. The person signing below on behalf of Vendor represents that s/he is authorized to make the foregoing representations and warranties on behalf of Vendor.
______For [Vendor] Date
IDOT or JPE finds that the above-referenced locomotive is acceptable and that all exceptions noted on the Locomotive Conditional Acceptance and Certificate of Title Form have been completed or resolved in accordance with the Contract requirements.
______For [IDOT or JPE] Date
71 Form 5: Amtrak Warranty Claim Request (AWCR) Form
72 Request for Proposal for the Multi-State Locomotive Procurement
Federal Clauses (Attachment EE – Appendix B)
73 I. PASSENGER RAIL INVESTMENT AND IMPROVEMENT ACT OF 2008.
Section 1. Buy America. Vendor agrees to comply with the Buy America provisions set forth in 49 U.S.C. §24405(a), any FRA Guidance on Buy America (available at http://www.fra.dot.gov/Pages/251.shtml ) and the provisions of Attachment EE, Appendix A “Specific Terms and Conditions,” Section 1 “Buy America Requirements,” with respect to the use of steel, iron, and manufactured goods produced in the United States.
Section 2. Labor Provisions. Vendor recognizes that 49 U.S.C. 24405(b) provides that persons conducting rail operations over rail infrastructure constructed or improved in whole or in part with funds provided through this Agreement shall be considered a “rail carrier,” as defined by 49 U.S.C. 10102(5), for the purposes of Title 49, United States Code, and any other statute that adopts that definition or in which that definition applies, including the Railroad Retirement Act of 1974 (45 U.S.C., See. 231 et seq.), the Railway Labor Act 43 (43 U.S.C. 151 et seq.), and the Railroad Unemployment Insurance Act (45 U.S.C. 351 et seq.).
Section 3. Labor Protective Arrangements. Vendor shall comply with the protective arrangements established under section 504 of the Railroad Revitalization and Regulatory Reform Act of 1976 (4R Act), 45 U.S.C. 836, with respect to employees affected by actions taken in connection with the project financed in whole or in part under this arrangement (See 49 U.S.C. 24405(c).) Vendor agrees to comply with the protective arrangements established by the Department of Labor under 45 U.S.C. 836, and to insure that the Vendor agrees to those terms.
Section 4. Davis-Bacon Act Provisions. Payment of prevailing wages on the Project is required by 49 U.S.C. 24405(c)(2) for Project components that use or would use rights-of-way owned by a railroad. Vendor shall comply with the provisions of 49 U.S.C. 24405(c)(2)), with respect to the payment of prevailing wages consistent with the provisions of 49 U.S.C. 24312. For these purposes, wages in collective bargaining agreements negotiated under the Railway Labor Act are deemed to comply with Davis-Bacon Act requirements.
II. AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009.
Section 1. Whistleblower Protection. An employee of Vendor may not be discharged, demoted, or otherwise discriminated against as a reprisal for disclosing, including a disclosure made in the ordinary course of employee’s duties, to the Recovery Accountability and Transparency Board, an Inspector General, the Comptroller General of the United States, a member of Congress, a State or Federal regulatory or law enforcement agency, a person with supervisory authority over the employee (or such other person working for the employer who has the authority to investigate, discover, or terminate misconduct), a court or grand jury, the head of a federal agency, or their representatives, information that the employee reasonably believes is evidence of:
a. Gross mismanagement of an agency contract or grant relating to ARRA funds; b. A gross waste of ARRA funds; c. A substantial and specific danger to public health or safety related to the implementation or use of ARRA funds; d. An abuse of authority related to the implementation or use of ARRA funds; or e. A violation of law, rule, or regulation related to an agency contract (including the competition for or negotiation of a contract) or grant awarded or issued relating to ARRA funds.
Section 2. False Claims Act. Vendor shall promptly refer to the U.S. Department of Transportation Inspector General any credible evidence that a principal, employee, agency, contractor, sub-grantee, 74 subcontractor, or other person has submitted a false claim under the False Claims Act or has committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving ARRA funds.
Section 3. Prohibited Activities. None of the funds provided through this Agreement may be used for any casino or other gaming establishment, aquarium, zoo, golf course or swimming pool.
Section 4. Recovery Act Funding Announcement. Vendor is strongly encouraged to post a sign at all fixed project locations at the most publicly accessible location and a plaque in all purchased or rehabilitated locomotives announcing that the Project or equipment was funded by the U.S. Department of Transportation, Federal Railroad Administration, with funds provided through ARRA. The configuration of the signs or plaques will be consistent with guidance issued by the Office of Management and Budget (OMB) and/or the U.S. Department of Transportation and approved by the FRA.
Section 5. Reporting Requirements. a. Employment Report. In addition to any other reporting required by the Agreement, Vendor shall provide to IDOT an employment summary for all employees working on the Project from the Agreement execution date to the last full pay period each month for the duration of the Agreement. The report may include but is not limited to:
1. Total number of employees. 2. The total hours worked. 3. Total payroll. 4. the number of direct, on-project jobs created or sustained by the Federal funds provided for projects under this Agreement and, to the extent possible, the estimated indirect jobs created or sustained in the associated supplying industries, including the number of jobs created and the total increase in employment.
The report shall be completed by Vendor. Vendor shall also report for each subcontractor. Employee hours worked from home office or other offsite office hours worked related directly to this Agreement shall be included. Engineering consulting firms performing material testing for Vendor shall also be included. Hours worked for material suppliers, services provided by purchase orders, IDOT employees or consulting firms performing inspection or testing for IDOT shall not be included in the report. Vendor will supply the requested employment information for its own labor force and its subcontractors as part of the monthly billing process in accordance with its existing bill process procedures. Subcontractor employment information will be reported once the subcontractor’s bill has been approved for payment by Vendor. The report shall contain all hours worked under the Agreement from the start of the month to the last full pay period each month. The report shall be submitted electronically by accessing IDOT’s website (http://www.dot.il.gov/stimulus/index.html). Any costs associated with complying with this provision shall be considered as included in the contract unit prices bid for the various items of work involved and no additional compensation will be allowed. b. Jobs Accountability Reports.
1. As required by section 1512(c) of ARRA, and consistent with OMB Guidance, dated June 22, 2009 and found at http://www.whitehouse.gov/omb/assets/memoranda_fy2009/m09- 21.pdf , Vendor shall submit a jobs accountability report to the State electronically at http://www.dot.il.gov/stimulus/index.html, not later than ten (10) days after the end of each quarter. The report shall contain: (A) the total amount of ARRA funds received pursuant to 75 this Agreement; (B) the amount of ARRA funds received that were expended or obligated to projects or activities; and (C) a detailed list of all projects or activities for which ARRA funds were expended or obligated, including— (i) the name of the project or activity; (ii) a description of the project or activity; (iii) an evaluation of the completion status of the project or activity; (iv) an estimate of the number of jobs created and the number of jobs retained the project or activity; and (v) detailed information on any subcontracts awarded by Vendor to include the data elements required to comply with the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. No. 109-282), allowing aggregate reporting on awards below $25,000 or to individuals, as prescribed by the Director of OMB.
2. Information from these reports will be made available to the public. The reporting responsibility should be passed down from Vendor to any subcontractor or vendor, in order to ensure that the necessary information is provided to the State, which is ultimately responsible for reporting the required elements to the FRA. OMB may issue additional guidance on the preparation and submission of jobs accountability reports. Vendor must also register with the Central Contractor Registration database (http://www.ccr.gov ) or complete other registration requirements as determined by the Director of OMB. A DUNS Number (http://www.dnb.com ) is one of the requirements for registration on the Central Contractor Registration.
III. GENERAL PROVISIONS.
Section 1. General Requirements. Vendor agrees to carry out the Project in a sound, economical, and efficient manner, and in accordance with the provisions of the FRA cooperative grant agreements, this Agreement, the application, approved project budget, project schedules, and all applicable laws, regulations, and public policies of FRA.
Section 2. Application of Federal, State, and Local Laws and Regulations. a. Federal Laws and Regulations. Vendor understands that Federal laws and regulations related to this Agreement on the date the Agreement was executed may be modified from time to time. Vendor agrees that the most recent of such Federal requirements will govern the administration of this Agreement at any particular time, so long as consistent with the terms of this Agreement. Likewise, new Federal laws and regulations may be established after the date the Agreement has been executed and may apply, to the extent they are consistent with the terms of this Agreement. To achieve compliance with changing Federal requirements, Vendor agrees to include in all sub-assistance agreements and third party contracts financed with FRA assistance, specific notice that Federal requirements may change and the changed requirements will apply to the Project to the extent they are consistent with the terms of this Agreement. All limits or standards set forth in this Agreement to be observed in the performance of the Project are minimum requirements. b. State and Local Laws and Regulations. Except to the extent that a Federal statute or regulation preempts State law, nothing in this Agreement shall require Vendor to observe or enforce compliance with any provision thereof, perform any other act, or do any other thing in contravention of any applicable State or local law; however, if any of the provisions of this Agreement violate any applicable State or local law, or if compliance with the provisions of this Agreement would require Vendor to violate any applicable State or local law, Vendor agrees to notify the State immediately in writing in order that the State, in 76 consultation with FRA, and Vendor may make appropriate arrangements to proceed with the Project as soon as possible.
Section 3. No FRA Obligations to Third Parties. The State and Vendor acknowledge and agree that, notwithstanding any concurrence by the FRA in or approval of the Solicitation or award of the underlying contract, this Agreement, absent the express written consent by the FRA, the FRA is not a party to this Agreement and shall not be subject to any obligations or liabilities to the State or Vendor, or any other party (whether or not a party to that Agreement) pertaining to any matter resulting from the underlying Agreement. Vendor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FRA. It is further agreed that the clause shall not be modified, except to identify the Subcontractor who will be subject to its provisions.
Section 4. Ethics. a. General. Vendor agrees to maintain a written code or standards of conduct that shall govern the performance of its officers, employees, board members, or agents. The code or standards shall provide that Vendor's officers, employees, board members, or agents may neither solicit nor accept gratuities, favors or anything of monetary value from present or potential contractors or sub- Grantees. Vendor may set minimum rules where the financial interest is not substantial or the gift is an unsolicited item of nominal intrinsic value. As permitted by State or local law or regulations, such code or standards shall provide for penalties, sanctions, or other disciplinary actions for violations by Vendor's officers, employees, board members, or agents, or by contractors or sub- Grantees or their agents. b. Personal Conflict of Interest. Vendor's code or standards must provide that no employee, officer, board member, or agent of Vendor may participate in the selection, award, or administration of a contract supported by Federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when any of the parties set forth below has a financial or other interest in the firm selected for award:
a. The employee, officer, board member, or agent; b. Any member of his or her immediate family; c. His or her partner; or d. An organization that employs, or is about to employ, any of the above. c. Organizational Conflicts of Interest. Vendor's code or standards of conduct must include procedures for identifying and preventing real and apparent organizational conflicts of interests. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third party contract, may, without some restrictions on future activities, result in an unfair competitive advantage to the contractor or impair the contractor's objectivity in performing the contract work.
Section 5. Accounting Records. a. Project Accounts. Vendor agrees to establish and maintain for the Project either a separate account or set of accounts within the framework of an established accounting system, in a manner consistent with 49 C.F.R. § 18.20, as amended, whichever is applicable. b. Documentation of Project Costs and Program Income. All costs charged to the Project, including any approved services contributed by Vendor or others, shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature and propriety of 77 the charges. Vendor also agrees to maintain accurate records of all Program Income derived from Project implementation. c. Checks, Orders, and Vouchers. Vendor agrees that all checks, payrolls, invoices, contracts, vouchers, orders, or other accounting documents pertaining in whole or in part to the Project shall be clearly identified, readily accessible, and, to the extent feasible, kept separate from documents not pertaining to the Project.
Section 6. Record Retention, Audits and Inspection. a. Submission of Proceedings, Contracts and Other Documents. During the course of the Project and for three years thereafter, Vendor agrees to retain intact and to provide any data, documents, reports, records, contracts, and supporting materials relating to the Project as FRA and the State may require, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Vendor agrees to maintain the same until the State, the FRA, the Comptroller General or any of their duly authorized representatives have disposed of all such litigation, appeals, claims or exceptions related thereto. Reporting and record-keeping requirements are set forth in 49 C.F.R. Part 18. Project closeout does not alter these requirements. Failure to maintain the required books, records, and supporting documents shall establish a presumption in favor of the State for the recovery of any funds paid by the State under the contract for which adequate books, records, and supporting documentation are not available. b. Audit. Vendor agrees to comply with the audit requirements of 49 C.F.R. § 18.26 and OMB Circular A- 133, and any revision or supplement thereto and provide the information necessary for the State to undertake any audits. Vendor agrees to obtain any other audits required by FRA or State. Project closeout will not alter Vendor's audit responsibilities. Audit costs for Project administration and management are allowable under this Project to the extent authorized by OMB Circular A-87, Revised; OMB Circular A-2 1, Revised; or OMB Circular A-122, Revised. c. Inspection. Vendor agrees to permit the State’s internal auditors, the State Auditor General, the Secretary of the United States Department of Transportation and the Comptroller General of the United States, or their authorized representatives, to inspect all Project work, materials, payrolls, and other data, and to audit the books, records, and accounts of Vendor and its sub-contractors pertaining to the Project. Vendor agrees to require each third party contractor to permit the State’s internal auditors, the State Auditor General, the Secretary of the United States Department of Transportation and the Comptroller General of the United States, or their duly authorized representatives, to inspect all work, materials, payrolls, and other data and records involving that contract, and to audit the books, records, and accounts involving that contract as it affects the Project.
Section 7. Payment by FRA. Vendor agrees to provide the JPEs with information necessary for the JPEs to complete and submit Standard Form 3881, "Payment Information Form - ACH Payment Vendor Payment System," to FRA and to complete and submit Standard Form 270, "Request for Advance or Reimbursement," to FRA.
Section 8. Allowable Costs. Vendor's expenditures will be reimbursed only if they meet all requirements set forth below: a. Conform with the Project description, the Statement of Work, and the Approved Project Budget and all other terms of the Cooperative Agreement;
b. Be necessary in order to accomplish the Project;
78 c. Be reasonable for the goods or services purchased; d. Be actual net costs to Vendor (i.e., the price paid minus any refunds, rebates, or other items of value received by Vendor that have the effect of reducing the cost actually incurred); e. Be incurred (and be for work performed) after the effective date of this Agreement, unless specific authorization from FRA to the contrary is received in writing; f. Unless permitted otherwise by Federal status or regulation, conform with Federal guidelines or regulations and Federal cost principles including, but not limited to the standards of OMB Circular A- 87, Revised, "Cost Principles for State and Local Governments";
g. Be satisfactorily documented; and h. Be treated uniformly and consistently under accounting principles and procedures approved and prescribed by FRA for the State, and those approved or prescribed by the State for its Grantees.
Section 9. Disallowed Costs. Vendor agrees that the JPE’s reimbursement of any of its cost under the "Payment by FRA," part of this Agreement does not constitute a final FRA or JPEs decision about the allowability of that cost and does not constitute a waiver of any violation by Vendor of the terms of this Agreement. Vendor understands that FRA and the JPEs will not make a final determination about the allowability of any cost until an audit of the Project has been completed. If State determines that Vendor is not entitled to receive any part of the funds requested, State will notify Vendor stating the reasons therefore. If the State has made payments to Vendor in excess of the total amount of funding due, Vendor agrees to promptly remit that excess and interest as may be required. Project closeout will not alter Vendor's obligation to return any funds due to State as a result of later refunds, corrections, or other transactions. Nor will Project closeout alter State's right to disallow costs and recover funds on the basis of a later audit or other review. Unless prohibited by law, State may offset any assistance funds to be made available under this Project as needed to satisfy any outstanding monetary claims that the Federal Government or State may have against Vendor. Exceptions pertaining to disallowed costs will be assessed based on their applicability, as set forth in the applicable Federal cost principals or other written Federal guidance.
Section 10. General Federal Requirements. Vendor agrees to comply with the property management standards of 49 C.F.R. §§ 18.31, 18.32, and 18.33, including any amendments thereto, and other applicable guidelines or regulations that are issued.
Section 11. Records. Vendor agrees to keep satisfactory records with regard to the use of the property, equipment, and supplies, and submit to the State, upon request, such information as may be required to assure compliance with this section of this Agreement.
Section 12. Flood Hazards. Vendor agrees to comply with the flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973, 42 U.S.C. § 4012a(a), with respect to any construction or acquisition Project.
Section 13. Procurement. a. Federal Standards. Vendor agrees to comply with the Procurement Standards requirements of the State as set forth in 49 C.F.R. § 18.36 and with any applicable supplementary U.S. DOT or FRA directives or regulations. If determined necessary for proper Project administration, the State and FRA reserve the right to review Vendor's technical specifications and requirements.
79 b. Reserved. c. Cargo Preference. Use of United States - Flag Vessels. Pursuant to U.S. DOT, Maritime Administration regulations, "Cargo Preference -- U.S.-Flag Vessels," 46 C.F.R. Part 381, Vendor shall insert the following clauses in contracts entered into by Vendor in which equipment, materials or commodities may be transported by ocean vessel in carrying out the Project:
As required by 46 C.F.R. Part 381, Vendor agrees:
1. To utilize privately owned United States-flag commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, materials, or commodities pursuant to this contract to the extent such vessels are available at fair and reasonable rates for United States-flag commercial vessels.
2. To furnish within 20 days following the date of loading for shipments originating within the United States, or within 30 working days following the date of loading for shipment originating outside the United States, a legible coy of a rated, “on-board” commercial ocean bill-of-lading in English for each shipment of cargo described in paragraph (1) above to the recipient (through the prime contractor in the case of subcontractor bills-of lading) and to the Division of Cargo Preference and Domestic Trade, Maritime Administration, 1200 New Jersey Avenue, SE, Washington, D.C. 20590, marked with appropriate identification of the Project. d. Notification Requirement. With respect to any procurement for goods and services (including construction services) having an aggregate value of $500,000 or more, Vendor agrees to:
1. specify in any announcement of the awarding of the contract for such goods or services the amount of Federal funds that will be used to finance the acquisition; and
2. express the said amount as a percentage of the total costs of the planned acquisition. e. Debarment and Suspension; and Drug-Free Work Place. Vendor agrees to comply with U.S. DOT regulations, "Non-procurement Suspension and Debarment," 2 C.F.R. Part 1200, and "Government wide Requirements for Drug-Free Workplace (Grants)," 49 C.F.R. Part 32. f. Participation by Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals. Vendor agrees to use small businesses owned and controlled by socially and economically disadvantaged individuals (as that term is defined for other DOT agencies in 49 C.F.R. Part 26), including veteran-owned small businesses and service disabled veteran-owned small businesses, and to achieve any DBE goal for the Contract, in accordance with the respective plan developed by the State for this Project.
Section 14. Metric System: Please see Technical Specification 3.5.3 “Metrication.”
Section 15. Patent Rights. a. If any invention, improvement, or discovery of Vendor or any of its third party contractors is conceived or first actually reduced to practice in the course of or under this Project, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, Vendor agrees to notify FRA, IDOT, and Caltrans immediately and provide a detailed report. The rights and responsibilities of Vendor, third party contractors, FRA, IDOT, and Caltrans with respect to such invention,
80 improvement, or discovery will be determined in accordance with applicable Federal laws, regulations, policies, and any waiver thereof. b. If Vendor secures a patent with respect to any invention, improvement, or discovery of Vendor or any of its third party contractors conceived or first actually reduced to practice in the course of or under this Project, Vendor agrees to grant to FRA, IDOT, and Caltrans a royalty-free, non exclusive, and irrevocable license to use and to authorize others to use the patented device or process for Federal or State Government purposes.
Section 16. Rights in Data and Copyrights. a. The term "subject data" used in this section means recorded information, whether or not copyrighted, that is developed, delivered, or specified to be delivered under this Agreement. The term 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 punched cards, 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. The term does not include financial reports, cost analyses, and similar information incidental to Project administration. b. The following restrictions apply to all subject data first produced in the performance of this Agreement:
1. Except for its own internal use, Vendor may not publish or reproduce such data in whole or in part, or in any manner or form, nor may Vendor authorize others to do so, without the written consent of FRA, IDOT, and Caltrans, until such time as FRA, IDOT, and Caltrans may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to grant agreements with academic institutions.
2. As authorized by 49 C.F.R. § 18.34, FRA, IDOT, and Caltrans reserve a royalty-free, non- exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for Federal or State Government purposes:
i. Any work developed under a grant, cooperative agreement, sub-grant, sub- agreement, or third party contract, irrespective of whether or not a copyright has been obtained; and
ii. Any rights of copyright to which Vendor or its sub-contractor purchases ownership with Federal assistance. c. When FRA provides assistance to a Grantee for a Project involving planning, research, or development, it is generally FRA's intent to increase the body of knowledge, rather than to limit the benefits of the Project to those parties that have participated therein. Therefore, unless FRA determines otherwise, Vendor understands and agrees that, in addition to the rights set forth in preceding portions of this section of this Agreement, FRA may make available to any FRA Grantee, sub-Grantee, third party contractor, or third party subcontractor, either FRA's license in the copyright to the "subject data" derived under this Agreement or a copy of the "subject data" first produced under this Agreement. In the event that such a Project which is the subject of this Agreement is not completed, for any reason whatsoever, all data developed under that Project shall become subject data as defined herein and shall be delivered as FRA may direct.
81 d. Vendor agrees to indemnify, save and hold harmless FRA, IDOT, Caltrans, and/or JPEs, their officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by Vendor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under this Agreement. Vendor shall not be required to indemnify FRA, IDOT, Caltrans, and/or JPE for any such liability arising out of the wrongful acts of employees or agents of FRA, IDOT, Caltrans and/or JPE. e. Nothing contained in this section on rights in data, shall imply a license to FRA, IDOT, and Caltrans under any patent or be construed as affecting the scope of any license or other right otherwise granted to FRA, IDOT, and Caltrans under any patent. f. The requirements of this section of this Agreement do not apply to material furnished to Vendor by FRA, IDOT, or Caltrans and incorporated in the work carried out under this Agreement, provided that such incorporated material is identified by Vendor at the time of delivery of such work. g. Unless FRA, IDOT and Caltrans determine otherwise, Vendor agrees to include the requirements of this section of this Agreement in its third party contracts for planning, research, development, or demonstration under the Project.
Section 17. Acknowledgment of Support and Disclaimer. a. An acknowledgment of FRA support and a disclaimer must appear in any Vendor publication, whether copyrighted or not, based on or developed under this Agreement, in the following terms:
“ This material is based upon work supported by the Federal Railroad Administration under a grant/cooperative agreement, dated [insert date of applicable cooperative agreement].” b. All Vendor publications must also contain the following:
“Any opinions, findings, and conclusions or recommendations expressed in this publication are those of the author(s) and do not necessarily reflect the view of the Federal Railroad Administration and/or U.S.DOT.”
Section 18. Site Visits. Vendor understands that FRA and JPEs, through their authorized representatives, have the right, at all reasonable times, to make site visits to review Project accomplishments and management control systems and agrees to provide such technical assistance as may be required. Vendor shall provide, and shall require its subcontractors to provide, all reasonable facilities and assistance for the safety and convenience of FRA and JPE representatives in the performance of their duties. All site visits and evaluations shall be performed in such a manner as will not unduly delay work being conducted by Vendor or subcontractor.
Section 19. Reprints of Publications. At such time as any article resulting from work under this agreement is published in a scientific, technical, or professional journal or publication, two reprints of the publication should be sent to the JPEs, clearly referenced with the appropriate identifying information.
Section 20. Safety Oversight. To the extent applicable, Vendor agrees to comply with any Federal or State regulations, laws, or policy and other guidance that JPEs, FRA or U.S. DOT may issue pertaining to safety oversight in general, and in the performance of this Agreement, in particular.
82 Section 21. Civil Rights. Vendor agrees to comply with all civil rights laws and regulations, in accordance with applicable Federal directives, except to the extent that FRA determines otherwise in writing. These include, but are not limited to, the following:
a. Title VI of the Civil Rights Act of 1964 (P.L.88–352) (as implemented by 49 C.F.R. Part 21), which prohibits discrimination on the basis of race, color or national origin;
b. Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681 - 1683, and 1685 – 1686, which prohibits discrimination on the basis of sex;
c. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps;
d. The Age Discrimination Act of 1975, as amended 42 U.S.C. §§ 1601–1607, which prohibits discrimination on the basis of age;
e. The Drug Abuse Office and Treatment Act of 1972 (P.L., 92-255), as amended, relating to nondiscrimination on the bases about called the use or alcoholism;
f. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism;
g. §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§ 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records;
h. Title V111 of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or finance housing;
i. 49 U.S.C. section 306, which prohibits discrimination on the basis of race, color, national origin, or sex in Vendor financial assistance programs;
j. Any other nondiscrimination provisions in the specific statute under which application for Federal assistance was made; and k. The requirements of any other nondiscrimination statutes which may apply to Vendor.
Section 22. Americans with Disabilities Act. Vendor agrees to utilize funds provided under this Agreement in a manner consistent with the requirements of the Americans With Disabilities Act of 1990, as amended (42 U.S.C. § 12101 et seq.).
Section 23. Environmental Protection. a. All facilities that will be used to perform work under this Agreement shall not be so used unless the facilities are designed and equipped to limit water and air pollution in accordance with all applicable local, state and Federal standards. b. Vendor will conduct work under this Agreement, and will require that work that is conducted as a result of this Agreement be in compliance with the following provisions, as modified from time to time, all of which are incorporated herein by reference: section 114 of the Clean Air Act, 42 U.S.C. 7414, and section 308 of the Federal Water Pollution Control Act, 33 U.S.C. 1318, and all regulations issued there under. Vendor certifies that no facilities that will be used to perform work under this Agreement are listed on the List of Violating Facilities maintained by the Environmental Protection Agency ("EPA"). Vendor will notify the Administrator as soon as it or any contractor or subcontractor receives any
83 communication from the EPA indicating that any facility which will be used to perform work pursuant to this Agreement is under consideration to be listed on the EPA's List of Violating Facilities; provided, however, that Vendor's duty of notification hereunder shall extend only to those communications of which it is aware, or should reasonably have been aware. Vendor will include or cause to be included in each contract or subcontract entered into, which contract or subcontract exceeds Fifty Thousand Dollars ($50,000.00) in connection with work performed pursuant to this Agreement, the criteria and requirements of this section and an affirmative covenant requiring such contractor or subcontractor to immediately inform Vendor upon the receipt of a communication from the EPA concerning the matters set forth herein. c. Vendor may not expend any of the funds provided in this agreement on construction or other activities that represent an irretrievable commitment of resources to a particular course of action affecting the environment until after all environmental and historic preservation analyses required by the National Environmental Policy Act (42 U.S.C. 4332) (NEPA), the National Historic Preservation Act (16 U.S.C. 470(f)) (NHPA), and related laws and regulations have been completed and the FRA has provided Vendor with a written notice authorizing Vendor to proceed. d. Vendor shall assist the FRA in its compliance with the provisions of NEPA, the Council on Environmental Quality's regulations implementing NEPA (40 C.F.R. Part 1500 et seq.), FRA's "Procedures for Considering Environmental Impacts" (45 Fed. Reg. 40854, June 16, 1980, as revised May 26, 1999, 64 Fed. Reg. 28545 and as updated January 14, 2013, 78 Fed. Reg. 2713), Section 106 of the NHPA, and related environmental and historic preservation statutes and regulations. As a condition of receiving financial assistance under this agreement, Vendor may be required to provide assistance to the State if the State is required to conduct certain environmental analyses and to prepare and submit to the FRA draft documents required under NEPA, NHPA, and related statutes and regulations (including draft environmental assessments and proposed draft and final environmental impact statements). e. No publicly-owned land from a park, recreational area, or wildlife or waterfowl refuge of national, state, or local significance as determined by the Federal, State, or local officials having jurisdiction thereof, or any land from an historic site of national, state or local significance as so determined by such officials shall be used by Vendor without the prior written concurrence of FRA. Vendor shall assist the FRA in complying with the requirements of 49 U.S.C. §303(c).
Section 24. Project Closeout. Project closeout occurs when all required Project work and all administrative procedures described in 49 C.F.R. Part 18, or 49 C.F.R. Part 19, as applicable, have been completed, and when JPE notifies Vendor and forwards the final payment, or when JPE acknowledges Vendor's remittance of the proper refund. Project closeout shall not invalidate any continuing obligations imposed on Vendor by this Agreement or by the JPE's final notification or acknowledgment.
Section 25. Compliance with Federal Lobbying Policy. Vendor shall file the certification required by 49 CFR Part 20, “New Restrictions on Lobbying.” Vendor shall certify that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an offer or employee of the JPEs, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352 and 49 CFR Part 20. Vendor shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to this Agreement, if this Agreement is covered by 31 U.S.C. 1352.
84 Request for Proposal for the Multi-State Locomotive Procurement
Technical Specification (Attachment EE – Appendix C)
85 Please see attached file “PRIIA Locomotive Spec 305-005 Rev A - 2012jul10” for the Technical Specification referenced in this RFP.
86 Request for Proposal for the Multi-State Locomotive Procurement
Standardization Table (Attachment EE – Appendix D)
87 Below is an image of the Standardization Table. Please see attached Excel file “Attach EE - Appendix D Standardization_Plan_Table_Loco_RFP_ FINAL” for the Standardization Table referenced in this RFP. Please see Appendix A “Specific Terms and Conditions,” Section 2 “Standardization” for instructions related to completing the Standardization Table.
88 Request for Proposal for the Multi-State Locomotive Procurement
89 Additional Customer Variables: Requirements, Clarifications, and Errata (Attachment EE – Appendix E)
90 In addition to the Customer Variables described in Chapter 23 of the Technical Specification, this appendix provides additional requirements, clarifications, and errata for use by Offerors when developing their Offers. Technical Specifications 23.2.1 and 23.2.2 provide for the additional Customer Variables contained in this appendix.
Elected Technical Specification Items Common to All States
All States participating in the Base Order have elected to choose the following alternatives as presented in the Technical Specification. The table below identifies the relevant Technical Specification Section and the elected alternative that will be adopted for this RFP and resulting contract.
Technical Specification Section Description of Election Section 8.1, page 109 Left side (helper’s) work station console as indicated Section 24.7, page 268 Three fire extinguishers as indicated by the specification Section 8.7, page 111; Locomotive seat selection will be a pedestal type, with the intent Section 23.4.1, page 264 to standardize selection as much as possible Section 8.8, page 111 Toilet, of the retention type. Section 8.10, page 112 Electric cab floor heaters with two levels of heat and air flow and with independent control for engineer and assistant Section 8.12, page 112 Refrigerator as indicated by the specification Section 8.15.3, page 113 Waste container size and location to be proposed by selected supplier for approval. Preference is for size of 5 to 8 gallons. Section 8.15.4, page 113 Cup Holders as indicated by the specification Section 9.8, page 122 Automatic speed limiting control will not be opted as basic. Section 11.2.1, page 133 Headlight control configuration as indicated by the specification - a separate MU headlight switch must be provided. Section 11.2.4, page 133 Illuminated Locomotive road number boards to be included Section 11.2.5, page 133 Illuminated Train Number boards to be included and controlled by data entry key pad, or equivalent. Section 11.2.6, page 133 Provision for a roof mounted strobe light. FRA required ditch lights must be provided. Section 17.4, page 159 Electronic fuel gauge elected as the standard. Section 22.5.3, page 251 Incorporation of Amtrak Work Management System (WMS) capability for electronic use of maintenance manuals, parts lists and all other maintenance documentation will be included. Section 22.5.5, page 252 Maintenance intervals as specified without alternatives. Section 25.4, page 271 Fifty (50) Gallon liquid waste retention tank capacity
Additional Required Items Common to All States
All States participating in the Base Order have required the items in the following list to be included in the Base Order Locomotives:
On-board equipment will be provided for diagnostic monitoring including ability to (at minimum), monitor main generator output, HEP load, communicate main reservoir pressure, battery current, fuel level, event recorder and camera downloads, GPS location, and system fault codes. In addition to cellular communications and 802.11 wireless, capability for Wayside communication functionality to communicate actionable service items shall be provided; An engineer to coach car staff intercom connection via handset must be provided at the Engineers control stand to communicate with the coaches via the 27-pin trainline;
91 Provide a Digital Trainline Network (DTN / DTL) between coach cars and locomotive according to a specification being developed by NGEC; Equipped and tested for functionality with IETMS and ITCS on board PTC equipment with all associated equipment and components; and Installation of a Vehicle/Track Interaction monitor (Ensco V/TI Monitor, or equivalent).
Requirements for Vehicle/Track Interaction Monitoring System
A vehicle/track interaction monitoring system shall be provided to detect excessive accelerations on the carbody, truck and axles. The system shall be autonomous and function without train operator intervention. The system shall be capable of continuously monitoring the following parameters at up to 400 Hz sampling rate and detect exceptions based on the corresponding criteria:
Measurement Parameter Filter cutoff Exception criteria Range Car Body Vertical ± 2g 10Hz Peak-to-peak, 1 sec Car Body Lateral ± 2g 10Hz Peak-to-peak, 1 sec Truck Frame Lateral ± 5g 10Hz RMS, 2 sec window Axle Vertical (left and ± 100g 100Hz Peak-to-peak, 1 sec right)
The data on each detected exception shall be transmitted promptly over the latest commercially available CDMA or GSM wireless communications networks to secure central processing servers provided by the supplier. When the communication network is not available, the system shall be capable of queuing data transmission until coverage is available. The transmitted data shall include measured waveforms a minimum of four seconds in duration associated with each detected exception.
Once the data reaches the central processing server, it shall be automatically checked, processed, and forwarded to the designated host railroad personnel or railroad maintenance management system. The information shall also be available for review and analysis on a secure Web Site provided by the Supplier. The information on each exception shall include, at a minimum: . Vehicle ID; . Date/Time of detection; . Locomotive Speed during detection; . Location of exception (GPS coordinates, MP/FT); . Value of the acceleration; . Estimated force of wheel impacts; and . Waveforms associated with the event. The Web Site shall provide Tabular and Map views of the reported exceptions, enable various data queries (based on date/time range, location, equipped locomotive, exception types), and generate reports. Railroad management personnel shall be able to define thresholds for maintenance and safety level exceptions. The exceptions shall be distributed via email to specified email addresses or uploaded to host railroad maintenance management system. Maintenance level exceptions shall be distributed daily. High-level exceptions shall be configured for immediate delivery.
Items Required By Specific States/Groups/Options
In addition to the items elected and added above by all States in the Base Order, specific items apply only to individual States, groups of States (i.e. Midwest States), or specific option locomotives (i.e. Long Distance Locomotives). These are listed below.
92 Midwest States:
Delivery of three of five (3 of 5) contractor furnished basic locomotive tool sets; Two of four (2 of 4) training locations ; Point of Delivery at Chicago, IL Amtrak yard; Compatibility with Maintenance and reliability databases currently in use (Amtrak); and Common three color carbody paint scheme (with Black or silver under frame and trucks) and with graphics/logo variations by agency.
State of Washington:
Delivery of one of five (1 of 5) Contractor furnished basic locomotive tool sets; One of four (1 of 4) training locations; Point of Delivery at Amtrak maintenance facility - Seattle, WA; Compatibility with Maintenance and reliability databases currently in use (Amtrak); and Common three color carbody paint scheme (with Black or silver under frame and trucks) and with graphics/logo variations by agency.
State of California:
Locomotive to Bi-Level car height transition fairing aerodynamically blending the locomotive profile according to the latest revisions of the locomotive clearance diagram # D05-1355 to the latest Bi- Level Coach clearance diagram; Delivery of one of five (1 of 5) Contractor furnished basic locomotive tool sets; One of four (1 of 4) training locations; Point of Delivery at Amtrak maintenance facility - Oakland, CA; Compatibility with Maintenance and reliability databases currently in use (Amtrak); and Common three color carbody paint scheme (with Black or silver under frame and trucks) and with graphics/logo variations by agency.
Long Distance Optional Locomotives:
Technical Specification Sections 1.3, 1.4.5.1 and 17.2 increased to 2,200 Gallon minimum usable fuel capacity; Technical Specification Sections 1.4.5.1 and 10.2 increased to 1000Kw minimum Head End Power output and transmission capacity (Systems for intelligent power load management within the train consist and temporary load-shed concepts during acceleration may be proposed by the Locomotive Builder as an approach to manage horsepower between tractive and HEP requirements and will be considered by the evaluators); Common three color carbody paint scheme (with Black or silver under frame and trucks) and with graphics/logo variations by agency; and Assume Point of Delivery at Amtrak yard Chicago, IL.
Please note that the Customer Variables identified herein are intended to be complete for the base quantity. However, ordering agreements for Option locomotive orders may further modify the Customer Variables for those orders.
93 Technical Specification Errata Clarifications
The Technical Specification contains minor errors that are corrected or clarified with the information presented below.
Regarding Technical Specification 2.2.3, the following documents are not applicable to this procurement and will not be provided by IDOT: 305-902 Specification for Water Systems for use on Amtrak Passenger Vehicles; 305-909 National On-Board Signage Manual; 305-911 Replacement of Copper Waste Piping with Non-Metallic Pipe; 305-913 Manufacture and Acceptance of Passenger Seating for Intercity Rail Cars; 305-914 Side Door Control Panel Design and Function; 305-918 Food Service Carts; 305-xxx Linear Induction Motor Door Controllers; and 305-xxx Plug Doors.
The Technical Specification Sections mentioned below are corrected or clarified as noted:
Section 2.3 and 2.3.1:
o “Car” should be read and interpreted as “Vehicle” or “Locomotive;” o Accessible Toilet Room or ATR is a superfluous definition to the locomotive and the Unisex Toilet Room or UTR is to be located so as to be accessible from the locomotive cab; and o Digital Trainline Network or DTN may also be referred to as a Digital Train Line or DTL.
Section 3.5.2.3: Ignore reference to “Wheelchair Lift” and “Elevator” in list of items for the Maintainability demonstration;
Section 4.1: The specification “Aisle way/passageways shall be 20 in. minimum clear width unless otherwise approved” shall be interpreted as requiring a 20 in. clear path at all points;
Section 4.3: References to the Amtrak standards in 4.3 may be ignored as there is no such document and requirements are contained in the FRA, AAR and APTA documents;
Section 6.1.3: The specification requirement "Locomotives, when coupled, shall maintain safe and secure coupling while negotiating the horizontal curves of 250 ft. radius (23 degree curve)" shall be interpreted as "when coupled to new or existing cars and/or locomotives as specified in Chapter 1;"
Section 7.5: Note the inclusion of APTA compressed air quality standards by specification SS-M-011- 99 included by reference in Section 2.2;
Section 9.2: The "Assumed surface area for bi-level car = 145 sf (average)” should be interpreted as the area of the full Bi-Level end sheet which would be fully active in “Push” mode and incrementally active in “Pull” mode beyond the locomotive frontal area. [Shrouding effects if so equipped should be considered in simulations as well.];
Sections 11.2.7 and 11.2.8: Despite Section 11.2 being titled “Exterior Lighting,” it is clarified that Engineer’s Cab, Engine Room, and Toilet Room lights are “Interior Lighting” potentially to be moved to a new Interior Lighting section in a future revision; 94 Section 16.1: Reference to Amtrak Clean cab documentation exists in the form of several AAR recommended practices (RP) that were adopted in 1974, and revisions since then; and
Section 23.4.1: The intent of this section is to allow for the specification of specific seating consistent with that of existing fleets and that if elected the specification of a customer specific seat under Chapter 23 takes precedence over the specification of seats in Section 8.7 but not the number of seats specified in Section 8.7.
95 Request for Proposal for the Multi-State Locomotive Procurement
Life Cycle Cost (LCC) Worksheet (Attachment EE – Appendix F)
96 Offerors are required to submit tables of the projected Life Cycle Costs (LCC) of their product. Cost will be based on an assumption of 200,000 miles of annual operation under power produced per the Environmental Protection Agency (EPA) throttle-notch duty cycle (40 CFR Part 92.132, Table B132-1).
The LCC will reflect the scheduled maintenance material cost and labor hours required to maintain the locomotive over the first twenty-five years of service. The LCC response is to be included in the Price Offer (Offer Packet 2) per the LCC Tables provided in this Attachment EE- Appendix F.
An Excel-based tool is available for the Offeror’s reference and convenience to assist in developing the information to be included in the LCC Tables. However the tool is provided only as a reference and the Offeror is responsible for the accuracy of their calculations and the correctness of the responses provided in the LCC Tables. Please go to the following website to access the assistance tool: http://www.dot.il.gov/desenv/transprocbulletin.html. See below for instructions regarding use of the tool.
Table LCC 1 is to be completed as a summary of the scheduled maintenance material dollar costs and labor hours (on a per locomotive basis) by system, by annual period, assuming the locomotive goes into service in year zero (all dollars need to be 2017 dollars). Offerors may utilize the provided tool to compile the system level material and labor costs and are not required to provide the detail of the sub-system expenditures behind the system level roll-up. Offerors are responsible to ensure that the scheduled material costs and labor hours identified are complete and must include any and all costs for systems not identified utilizing the “Other” category. Systems, or elements, included in the “Other” category must be identified by name. All lube oil costs are to be included. If lube oil reclamation meets OEM specifications and recommendations, the costs of allowable lube oil reclamation will be acceptable. Fuel and, if applicable, Urea costs are to be included assuming the following:
consumption indicated by the outcome of the two locomotive plus eight coach simulation indicated in Technical Specification 9.2 and Attachment EE- Appendix G;
the mileage and duty cycle assumptions presented above;
$5.00 per gallon cost of fuel (in 2017 dollars); and
$6.00 per gallon cost of Urea (in 2017 dollars).
As a real cost discount rate will be applied by IDOT to determine the net present value of the cost of maintenance, no inflation should be assumed. Offerors who own or are committed to development of an Offeror owned core pool of 100% new maintenance parts may utilize the cost of reconditioned parts for maintenance, where applicable and recommended by the OEM (example: turbocharger, fuel injectors, pumps, contactors, cooling fans and other recommended items). The Offerors should assume that the Vendor will own the pool of parts, if a Technician and Material service approach (“Tech & Material”) is selected by the Customer in a future procurement.
Offerors will complete Table LCC2 to identify the material cost and labor hour totals by the period of their recurrence. Costs that occur more frequently than annually should be summarized as an annual total. Therefore the annual cost total would include four times any quarterly costs, twice any semi-annual costs and once any annual costs. The data provided in Table LCC2 will be utilized by IDOT to determine the residual maintenance value at the end of the 25 year study period. Offerors should indicate the full cost of
97 continued maintenance assuming operation of the locomotive subsequent to the end of the twenty-five year period.
Instructions for use of the LCC Tool (An Excel spreadsheet provided for Offeror’s convenience)
IDOT has provided access to a tool developed for Offerors to utilize at their option in developing their response to RFP Attachment EE – Appendix F “Life Cycle Cost (LCC) Worksheet.” The RFP response requirements and caveats regarding the use of this tool are also addressed in RFP Attachment EE – Appendix F.
IDOT makes no guarantee regarding the accuracy of this tool and Offerors are solely responsible for the accuracy and completeness of their LCC response.
It is a requirement of the RFP to receive information as requested at a summary level in both Table LCC1 and Table LCC2 format. However, IDOT realizes that the compilation of the required data will likely require the aggregation of data at more detailed levels which IDOT does not require be provided.
Three files are offered. They are:
The editable Excel file “Attach EE – Appendix F – LCC Tool” provided for the Offerors use.
A pdf version of completed tables from the tool with sample data shown in a way in which it might be provided in response to the RFP.
This “Instructions for Use of the LCC Tool” narrative.
As shown in the live Excel file “Attach EE – Appendix F – LCC Tool”; the worksheet titled “LCC1” is organized by the Section Numbers and Categories from the PRIIA 305-005 Technical Specification and includes the equipment for which scheduled maintenance activities are anticipated to be required.
As has been done in lines 11 through 14 of the “LCC1 Table” worksheet, additional rows may be inserted under each line containing these categories to accommodate more detailed and fragmented scheduled maintenance data addressing labor hours and material dollars for each sub-category, for each year to which those costs apply. These lines can then be summed to the major specification category lines, as has been done for the rows added under line 10, which will provide the totaled sub-category data for Section 4.0 Locomotive Carbody. Offerors may insert and sum as many lines as necessary to fully detail their fragmented activities which can then be summarized to develop their anticipated scheduled maintenance costs.
To reiterate, the RFP response regarding LCC1 need only include accurate and complete forecasts of the scheduled maintenance cost data for each specification section line, over each of the first 25 years of service, at a summary level.
In the live Excel file “Attach EE – Appendix F – LCC Tool”, in the worksheet titled “LCC2”, scheduled maintenance costs that are incurred periodically may be summarized by the period of their repetition. For example the labor hours and material costs of all events that can be expected to occur every five years would be summarized on the 5 year line. All the scheduled maintenance labor hours and material costs
98 should be similarly totaled by the period of their recurrence. Items to be performed annually or more frequently are to be totaled on the One Year line with the costs of events conducted quarterly included at four times their individual event costs, etc. Offerors might elect to add rows for individual items and summarize these periodic costs similarly to that approach described above relative to LCC1. These costs totaled by recurrence period might also be linked to and used to complete the LCC1 Table if convenient.
This data provided by LCC2 will be used to determine residual values of scheduled maintenance, which should be assumed to continue unabated and unreduced throughout the full 25 years of operation.
All of the data entered in LCC1 and LCC2 must be based on the predicted scheduled maintenance costs associated with the annual mileage and duty cycle / power production assumptions provided in Attachment EE – Appendix F of the RFP.
Annual fuel and post treatment fluid cost projections based on the same assumptions must also be entered in LCC1 but not in LCC2.
The third worksheet of “Attach EE – Appendix F – LCC Tool”, “Summary” is provided for the Offeror’s information only as a validation of the accuracy of data entered in LCC1 as indicated by the note on that worksheet.
The following two pages contain images of Table LCC1 and LCC2. Please see attached Excel file “Attach EE - Appendix F – LCC Table 7-11” for the Life Cycle Cost Tables referenced above.
99 100 101 Request for Proposal for the Multi-State Locomotive Procurement
Service and Performance Simulations (see Technical Specification 9.2) (Attachment EE – Appendix G)
102 GENERAL: Section 9.2 of PRIIA Specification 305-005 (Revision A) requires the Offeror to provide details regarding how their locomotive solution meets various Service and Performance Requirements, including the provision of route simulations.
In this section, route information is included for the Offeror’s use to perform train/route service and performance simulations. Outputs describing trip times, speeds, acceleration and fuel consumption, as described in section 9.2, of the technical specification are required for the Offer. The simulations are intended to approximate selected corridors of the state agencies procuring these locomotives. A selected Illinois (Chicago to St. Louis) corridor has seven intermediate station stops over 284 miles; A selected California corridor from Sacramento to Bakersfield has ten intermediate station stops over 315 miles; A selected Washington State corridor from Seattle, WA to Eugene, OR route has nine intermediate station stops over 310 miles. With all three route corridors closely similar in distance and intermediate station stops, a composite route will be required for submittal by each bidders (Offerors) offer (proposal): Average/Composite One-Way Route = 303 miles; 9 Station Stops.
Simulation: The simulation will be “synthesized” by the Offeror, using the RTT Loop at TTCI. The RTT Loop is 13.5 miles long and offers an un-disturbed corridor for performance verification testing, while a pilot locomotive is at TTCI for other type tests. For each one-way simulation, the Offeror shall include with its proposal, simulations which includes a “composite route” of 23 “laps” around the TTCI RTT Track x 2 for a round trip. This will yield two simulated one-way trips of 310.5 miles x 2 = 621 mile round trip. Each simulated one-way trip will include 9 simulated station stops, including a 2 minute dwell, as well as a one hour station stop, between each 23 lap cycle, simulating an end-point layover, prior to the return to complete the round trip. “ Outbound” Sequence: Item MP Location Miles From Cum. Lap # Dwell Time (min) Point Last Stop Miles Begin 0.0 4,109 0.0 0.0 0 0 Stop #1 10.0 56,909 10.0 10.0 0.74 2 Stop #2 10.0 56.909 13.5 23.5 1.74 2 Stop #3 10.0 56,909 27.0 50.5 3.74 2 Stop #4 10.0 56,909 27.0 77.5 5.74 2 Stop #5 10.0 56,909 40.5 118.0 8.74 2 Stop #6 10.0 56,909 40.5 158.5 11.74 2 Stop #7 10.0 56,909 40.5 199 14.74 2 Stop #8 10.0 56,909 54.0 253.0 18.74 2 Stop #9 13.5 75,389 = 57.5 310.5 23.0 60 4,109
103 “ In bound” Sequence: Item MP Location Miles From Cum. Lap # Dwell Time (min) Point Last Stop Miles Begin 0.0 4,109 0.0 0.0 0 0 Stop #1 10.0 56,909 10.0 10.0 0.74 2 Stop #2 10.0 56.909 13.5 23.5 1.74 2 Stop #3 10.0 56,909 27.0 50.5 3.74 2 Stop #4 10.0 56,909 27.0 77.5 5.74 2 Stop #5 10.0 56,909 40.5 118.0 8.74 2 Stop #6 10.0 56,909 40.5 158.5 11.74 2 Stop #7 10.0 56,909 40.5 199 14.74 2 Stop #8 10.0 56,909 54.0 253.0 18.74 2 Stop #9 13.5 75,389 = 57.5 310.5 23.0 End 4,109
Simulation Results: Consistent with section 9.2 of PRIIA Specification 305-005 (Revision A), which requires each proposing contractor’s offer to include plots, charts and tables for simulations as described in the specification. Per section 9.2, the Davis equation coefficients are given in the specification and the consists of locomotives and bi-level cars for evaluation are as follows: 1 locomotive + 680,000 lbs of trailing load (3 cars + 1 cab car);
1 locomotive + 850,000 lbs of trailing load (4 cars + 1 cab car); and
2 locomotives + 1,360,000 lbs of trailing load (8 cars).
The offer must include sufficient detail of the methods and values used in the simulation calculations shall be provided to enable accurate assessment of the data provided by the proposal offer. Key to the simulations is evidence that the locomotive being offered is capable of achieving 125 MPH, consistent with the specification. IDOT may audit the Offeror’s proposal simulations.
Track Data Plan and profile data for the RTT Loop at TTCI are furnished on the following pages of this document. Although the design criteria for the bi-level cars requires 5” cant deficiency and the design criteria for the locomotives requires 6” cant deficiency, TTCI indicates the following speeds are permitted throughout the loop for high speed rolling stock having 6" cant deficiency (for reference): * 50 minute curves = 144 mph; and * 1 deg 15 minute reverse curve = 118 mph.
Track Plan – RTT Loop at TTCI
104 105 Grade Data for RTT Loop at TTCI
Begin End Elevation Distance Grade Change Grade Change Grade Gain/Loss MP Location Point (ft) % % % (ft) 0 4109 = 76000 0 0 0 0 0.0
0.0 0.0 4109 -0.5 0 534 -0.5 -2.7 0.1 4643 -0.5 -0.5 900 -0.5 -4.5 0.3 5543 -0.5 -0.5 2957 -0.5 -14.8 0.8 8500 -1.47 -0.5 1830 -1.47 -26.9 1.2 10330 -1.47 -1.47 900 -1.47 -13.2 1.3 11230 -1.47 -1.47 2270 -1.47 -33.4 1.8 13500 -0.29 -1.47 4284 -0.29 -12.4 2.6 17784 -0.29 -0.29 1340 -0.29 -3.9 2.8 19124 -0.29 -0.29 376 -0.29 -1.1 2.9 19500 -0.1 -0.29 5000 -0.1 -5.0 3.9 24500 0.83 -0.1 3000 0.83 24.9 4.4 27500 0.36 0.83 4500 0.36 16.2 5.3 32000 0.62 0.36 900 0.62 5.6 5.5 32900 0.62 0.62 630 0.62 3.9 5.6 33530 0.62 0.62 3970 0.62 24.6 6.3 37500 0.13 0.62 1659 0.13 2.2 6.6 39159 0.13 0.13 599 0.13 0.8 6.8 39758 0.13 0.13 1742 0.13 2.3 7.1 41500 1.01 0.13 2000 1.01 20.2 106 7.5 43500 0.67 1.01 3000 0.67 20.1 8.0 46500 0.34 0.67 159 0.34 0.5 8.1 46659 0.34 0.34 2306 0.34 7.8 8.5 48965 0.34 0.34 2330 0.34 7.9 8.9 51295 0.34 0.34 400 0.34 1.4 9.0 51695 0.34 0.34 1000 0.34 3.4 9.2 52695 0.34 0.34 600 0.34 2.0 9.3 53295 0.34 0.34 462 0.34 1.6 9.4 53757 0.34 0.34 585 0.34 2.0 9.5 54342 0.34 0.34 2158 0.34 7.3 9.9 56500 0.16 0.34 4000 0.16 6.4 10.7 60500 -0.28 0.16 3500 -0.28 -9.8 11.3 64000 0.79 -0.28 3500 0.79 27.7 12.0 67500 -0.62 0.79 2732 -0.62 -16.9 12.5 70232 -0.62 -0.62 630 -0.62 -3.9 12.6 70862 -0.62 -0.62 1138 -0.62 -7.1 12.9 72000 -1.31 -0.62 2000 -1.31 -26.2 13.2 74000 -0.5 -1.31 1410 -0.5 -7.1 13.5 75410 0 -0.5 75410 = 4109 71301
107 Request for Proposal for the Multi-State Locomotive Procurement
Maintenance
(Attachment EE – Appendix H)
108 The agencies acquiring the PRIIA compliant locomotives, which are the subject of this RFP, seek information from Offerors regarding their suggestions for on-going support and services. The information provided in relation to this Appendix H by respondents to this RFP will not be scored or be part of the evaluation for this RFP, but will be considered as input to potential future RFPs for a variety of maintenance activities of interest to the JPEs, or their future selected agents, in owning, operating, and maintaining these locomotives.
Please provide this information in a standard text document supplemented by tables, charts, graphs, etc. as desired. There is no minimum or maximum length for the response to this Appendix. Include the information related to this appendix in Offer Packet 2 – Price Offer. (NOTE: This information will NOT be scored as part of the evaluation, but will be informational only.)
Please include a table in your response that includes price per locomotive for 25 years of maintenance for each of the items shown below (Spares, Maintenance Support, and Data Off-Boarding Communications and Analysis). Include a unit of measure for each item (i.e. per day, per month, per mile, other). For recommended Spare Parts, please provide a list of spare parts, a description of each, the part number, and the unit price for each.
Spares
Offerors are encouraged to provide their recommendations for additions to and / or omissions from the list of spare parts (see Appendix I) for which line item pricing is to be provided as part of a responsive pricing submission and included in the Pricing Offer in Packet 2. These suggested revisions will not be considered as part of the evaluation process but will be evaluated for spares purchases as part of the contract resulting from this procurement.
Maintenance Support
Offerors are requested to provide information on the Technical Support and Material Supply services they could and intend to provide in support of their products. Support over a minimum 25 year period is preferred. Please assume a single maintenance location to be supported on a two-shift basis seven days per week with support available by telephone for the third (day) shift. Please discuss support of scheduled (Preventative) and unscheduled (corrective) repairs, product improvement modifications, and extended out of service period events such as overhaul and strategies to minimize those periods.
Data Off-Boarding Communications and Analysis
Offerors are requested to provide information on the services they can provide to utilize performance related data captured by on-board systems to create actionable and effective maintenance advice. Discussion of the consideration given the criticality, priority, and time value of the data in cost effectively maintaining locomotive reliability, availability and mission completion will be anticipated. Indication of the Offerors’ state of development and experience in providing these services is also anticipated. Explanation of the scope to be provided by the Offeror and that to be provided by any partners to form a complete solution is anticipated as well.
109 Request for Proposal for the Multi-State Locomotive Procurement
Spare Parts List
(Attachment EE – Appendix I)
110 Below is an image of the Spare Parts List. Please see attached Excel file “Attach EE - Appendix I – Spare Parts List_Final_7-17-13.”
111 Request for Proposal 112 for the Multi-State Locomotive Procurement
State of California General Provisions
(Attachment EE – Appendix J)
Please see attached file “Attach EE – Appendix J – CA General Provisions GSPD-401 Non-IT Commodities” for the State of California General Provisions.
113 Request for Proposal for the Multi-State Locomotive Procurement
State of Washington General Provisions
(Attachment EE – Appendix K)
114 The State of Washington General Provisions will provided through an addendum as Attachment EE, Appendix K.
115