#22-77-210429: Whittier Terminal Master Plan

Whittier Terminal Master Plan Request for Proposal #22-77-210429 January 4, 2023 Alaska Railroad Corporation 327 W. Ship Creek Avenue, Anchorage, AK 99501 P.O. Box 107500, Anchorage, AK 99510-7500 Telephone: 907.265.2593 Email: GoemerG@akrr.com 1 ALASKA RAILROAD CORPORATION 327 W. Ship Creek Avenue Anchorage, AK 99501 Phone 907.265.2593 GOEMERG@AKRR.COM REQUEST FOR PROPOSAL #22-77-210429 Whittier Terminal Master Plan Response Required: This page must be completed and returned to ensure receipt of future addenda or additional information. Please e-mail this form to GoemerG@akrr.com. All addenda will be forwarded to the contact name and number listed below. Firms that have not returned the cover sheet will not be informed of addendums and will only be alerted to addendums by checking with the ARRC procurement officer or by

checking ARRC’s internet site: www.alaskarailroad.com , select Procurement and then Solicitations. Bidders must acknowledge the receipt of all issued addendums in their proposal/bid submittal. Company ______________________________________________________ Address ______________________________________________________ ______________________________________________________ Contact ______________________________________________________ Phone __________________________ Fax_________________________ Email ______________________________________________________ Website: www.alaskarailroad.com 2 file:///C:/Users/humphreyc/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/ZEL2HA13/GOEMERG@AKRR.COM mailto:GoemerG@akrr.com http://www.alaskarailroad.com/ http://www.alaskarailroad.com/ January 4, 2023 REQUEST FOR PROPOSAL #22-77-210429 Whittier Terminal Master Plan The Alaska Railroad Corporation (ARRC) is requesting proposals from firms interested in providing comprehensive planning services inclusive of relevant transportation and engineering disciplines to develop a Master Plan for the Whittier Terminal. Sealed Proposals will be received until 3:00 p.m. Alaska time, on February 23, 2023 at the following location: Alaska Railroad Corporation Attn: Greg Goemer 327 W. Ship Creek Avenue Anchorage, AK 99501 It is the Firm’s responsibility to understand what is required by this solicitation. The ARRC shall not be held responsible for Firm’s lack of understanding. Should a Firm not understand any aspect of this RFP, or require further explanation, or clarification regarding the intent or requirements of this document, it shall be the responsibility of the Firm to seek guidance from the ARRC. Federal Funding Work associated with this RFP is funded in part by funds from the Federal Maritime Administration (MARAD), an operating administration of the United States Department of Transportation, and the Alaska Railroad Corporation (ARRC). This solicitation package contains some provisions that are designated as applicable to MARAD and ARRC funded projects. Protests Per ARRC Procurement Rule 1800.2 A protest based on alleged improprieties or ambiguities in a solicitation must be filed at least 10 days before the due date of the bid or proposal, unless a later protest due date is specifically allowed in the solicitation. If a solicitation is made with a shortened public notice period and the protest is based on alleged improprieties or ambiguities in the solicitation, the protest must be filed before the due date of the bid or proposal. The protest of an invitation to bid or a request for proposals in which a pre-bid or pre-proposal conference is held within 12 days of the due date must be filed before the due date of the bid or proposal if the protest is based on alleged improprieties or ambiguities in the solicitation. A protest based upon alleged improprieties in an award of a contract or a proposed award of a contract must be filed within 10 days after a notice of intent to award a contract is issued by the procurement officer. Pre-proposal Conference ALASKA RAILROAD CORPORATION 327 W. Ship Creek Avenue, Anchorage, AK 99501 Telephone 907.265.2593 3 A pre-proposal conference will be held on January 25, 2023 at 11:00 AM (Alaska Time) in Whittier, Alaska at the Whittier Terminal. The pre-offer conference shall be used to review the scope and discuss concerns and answer questions of Proposers in regards to this Request for Proposals. It is mandatory that Proposers attend the conference. PPE is required, please dress appropriately for weather. Contractors are advised the Whittier Tunnel access is every hour each direction for 15 minutes intervals – schedule travel appropriately. ARRC may award a contract resulting from this solicitation to the responsible Firm whose offer conforming to this solicitation will be the most advantageous to ARRC. ARRC expressly reserves the right to waive minor informalities, negotiate changes, reject any or all Proposals, not advance a Firm to negotiations or cancel the solicitation. "Minor Informalities" means matters of form rather than substance that are evident from the submittal, or are insignificant matters that have a negligible effect on price, quantity, quality, delivery, or contractual conditions and can be waived or corrected without prejudice to other Proposers. This RFP is not to be construed as a commitment of any kind nor does it commit ARRC to pay for any cost incurred in the submission of an offer or for any other cost incurred prior to the execution of a formal contract ARRC Disadvantaged Business Enterprise (DBE) Program: ARRC is an equal opportunity corporation that encourages the participation of DBEs as prime contractors and subcontractors on its contracts funded in whole or in part by the Federal Transit Administration (FTA) or the Federal Highway Administration (FHWA). The ARRC has a race neutral DBE Program and does not set DBE goals on individual solicitations. Nonetheless, the ARRC aspires to achieve an overall DBE participation of 4.0% in federal fiscal years 2022-2024 on contracts funded by agencies within the U.S. Department of Transportation. If this contract is funded in whole or in part by funds from the FTA or the FHWA, it is imperative that you consult the Federal Terms and Conditions portion of this solicitation The Alaska Railroad is a member of Green Star (http://www.greenstarinc.org/). ARRC earned an initial Green Star Award in 1994 and a Green Star Air Quality Award in 2007. The Alaska Railroad considers Green Star membership to be a positive business attribute, and regards a Green Star award as a tangible sign of an organization’s commitment to environmental stewardship and continual improvement within its operations. Questions Please direct all questions concerning this RFP via email to: ARRC Procurement, Attention: Greg Goemer at GoemerG@akrr.com Please include the RFP number in the subject line. Sincerely, Greg Goemer Sr. Contract Administrator Alaska Railroad, Corporation 4 http://www.greenstarinc.org/ mailto:GoemerG@akrr.com INDEX APPENDIX A – BACKGROUND INFORMATON AND SCOPE OF SERIVCES ............ 6 Background .................................................................................................................. 6 Introduction .................................................................................................................. 6 Scope of Services ........................................................................................................ 7 Scope of Work Task Descriptions ................................................................................ 9 TASK A – Project Visioning ....................................................................................... 9 TASK B – Transportation Study .............................................................................. 11 TASK C – Waterfront Reconstruction Study ........................................................... 13 TASK D – Master Plan, Concept Development, and Estimates .............................. 14 TASK E – Project Management .............................................................................. 17 TASK F – Administrative Record ............................................................................ 18 APPENDIX B - PROPOAL INFORMATION CONDITIONS AND INSTURCTIONS ....... 19 APPENDIX C - SELECTION PROCESS AND AWARD CRITIERIA ............................. 23 APPENDIX D - SERVICE BID FORM .......................................................................... 26 APPENDIX E- CONTRACTOR RESPONSIBILITY QUESTIONNAIRE ......................... 27 APPENDIX F - GENERAL TERMS AND CONDITIONS ............................................... 34 APPENDIX G - FEDERAL TERMS AND CONDITIONS..........................................42 5 APPENDIX A BACKGROUND INFORMATION AND SCOPE OF SERVICES Background The Alaska Railroad Corporation (ARRC) is seeking qualifications from professional firms to provide professional services for transportation planning related to ARRC’s Whittier Terminal. The Alaska Railroad Corporation is a full-service railroad providing passenger and freight services within Alaska. ARRC operates and maintains over 500 miles of track, serving communities from the ports of Seward and Whittier in South Central Alaska, north to Fairbanks in the Interior. The State of Alaska purchased the Alaska Railroad from the Federal Government in 1985. ARRC is a public corporation formed pursuant to AS 42.40 and is an instrumentality of the State within the Department of Commerce, Community and Economic Development, but operates similar to a private business or governmental enterprise activity. Significant infrastructure and equipment investments are funded with grants from various Federal agencies. The Railroad is governed by a seven-member Board of Directors appointed by the Governor of Alaska. ARRC generates revenue through freight train service from Seward and Whittier to Fairbanks-North Pole, real estate holdings, and year-round passenger service. The Whittier Terminal Reserve (Terminal) encompasses marine facilities, a rail yard, a seasonal passenger depot, and tracks to the Whittier tunnel. The Terminal is a critical port for ARRC, serving as a major source of freight and passenger revenue, and currently experiences several inefficiencies and challenges which are the subject of this effort. The work will include a review of existing facilities, operations, and the conditions of those assets, land use, business trends and opportunities for both the marine facilities and supporting uplands infrastructure. Introduction The Terminal planning project will provide a comprehensive master planning effort, inclusive of relevant transportation and engineering disciplines, and result in a Whittier Terminal Master Plan (WTMP).The master plan will evaluate the condition, performance, safety, efficiency, state of good repair, reliability, resiliency, and sustainability of the Terminal. It will allow ARRC to consider the unique interests of diverse stakeholders and establish an integrated plan for future modernization. The WTMP will identify potential infrastructure and operational improvements at this essential intermodal terminal. The plan will identify areas for rehabilitation of marine, terminal, and upland infrastructure, as well as operations that support the terminal. It will explore alternatives for infrastructure elements including waterfront facilities, track layouts, rail operations, vehicle access, cargo staging and integration with other area users such as the Alaska Marine Highway. The plan will include a transportation and a waterfront reconstruction study, both evaluating improvement alternatives and environmental considerations, and provide prioritized development options. Special emphasis will be on operational efficiency, cost-saving alternatives, long-term sustainability, and funding strategies. The plan will allow ARRC to approach the terminal’s challenges holistically and invest where public benefits are the highest. This will serve to prioritize future infrastructure investments. Development options in the WTMP will provide the basis for improvements for operational efficiency, to enhance safety and security, mitigate environmental concerns, stimulate private investment, and promote job preservation and growth in this rural community. Most importantly, the plan will prepare 6 ARRC for the future, thus ensuring that the Terminal infrastructure continues to exist in a state of good repair and Alaska’s connection to the nation’s rail system remains in place. Scope of Work and Services Consultant shall create the WTMP via the Tasks defined in this document. The scope of work for the effort includes the following areas: TASK A – Project Visioning TASK B – Transportation Study TASK C – Waterfront Reconstruction Study TASK D – Master Plan, Concept Development, and Estimates TASK E – Project Management TASK F – Administrative Record The consultant shall coordinate with ARRC to develop the Master Plan. As there are overlaps, links and dependencies between several of the defined Tasks, the consultant is required to coordinate work among teams in order to clarify these links and dependencies, avoid duplication of efforts, provide input to support tasks outside their main responsibility and drive consistency between the different tasks and related documents. Each deliverable shall be ready for inclusion in future permitting documents. For example, the contents of the Environmental Assessment or Impact Statement should be lifted directly from Final Reports and Studies. The consultant shall maintain a consistent level of writing that requires little to no editing for in-future documentation. This planning effort will undertake a market and traffic analysis and provide a development plan, including conceptual design and estimates, environmental documentation, and construction sequencing, to address the long-term needs at the Terminal. The master plan will be developed based upon the results from two studies required to be performed by the consultant: a transportation study and a waterfront reconstruction study. The transportation study will include the identification, evaluation of alternatives and development of phasing plans where applicable, and the development through preliminary design of critical elements or facilities related to transportation. The study will identify and prioritize issues, generate alternatives to address issues, identify impacts to other Terminal operations, address environmental considerations, and recommend preferred alternatives. It will address potential improvements including terminal rail operations, reduced conflicts with road crossings, reduced conflicts between passenger and freight trains and improved roadway and railway access and movement to and within the terminal. This effort will include stakeholder engagement as appropriate for the study effort.  A transportation report capturing this effort will be developed as a standalone deliverable and attached to the master plan in the appendices. The waterfront reconstruction study will include the identification, evaluation and selection of replacement and new marine alternatives, development of phasing plans where applicable, and the development through preliminary design of critical elements or facilities. The study will identify and prioritize issues, generate alternatives to address issues, identify impacts to other terminal operations, address environmental considerations, and recommend preferred alternatives. It will address potential improvements associated with terminal rail operations, and movement to and within the terminal. This effort will include stakeholder engagement as appropriate for the study effort.  A waterfront reconstruction report capturing this effort will be developed as a standalone deliverable and attached to the master plan in the appendices. 7 Together, these studies will inform the development of the Master Plan which will address opportunities and challenges associated with the Terminal. The WTMP will prioritize infrastructure improvements at this critical intermodal terminal and establish a plan for modernizing the terminal and guiding future investment. The plan will identify necessary rehabilitations of ARRC’s marine terminal, upland track, and yard configurations that support operations and maintenance, as well as terminal-wide improvements to enhance efficiency, reliability, resiliency, and sustainability. Especially important for consideration will be points of interaction with other stakeholders. A long-term expansion plan will maintain and expand the intermodal freight and transportation capacity in Whittier, ARRC’s only port capable of directly receiving rail-based freight, analyze the installation of passenger docking capabilities, while identifying solutions that either reduce or minimize impacts to other stakeholders. Section I: Consultant Team A. Proposed Team B. Organizational Chart. Identify proposed key team members and associated tasks Section II: Methodology and Approach A. Methodology and approach for each of the Tasks and Activities. B. Schedule for each Task Section III: Qualifications A. Reference project summaries B. Identify which proposed team members worked on the described projects. C. Discussion of unique qualifications Section IV: Resumes  Team member relevant competence and experience should be presented as maximum 1 page per individual. 8 Scope of Work Task Descriptions TASK A – Project Visioning The foundation upon which the WTMP will be based is the performance of a Project Visioning process to establish the context for all other studies to be incorporated into the plan. Visioning will review available data on traffic demands, modes, and flow in the greater Cook Inlet/Kenai/Southcentral Alaska area and relate those to the existing Whittier Terminal facilities. The consultant shall also collect and review available data related to anticipated growth and changes in transportation demands in the region to be used for forecasting opportunities and needs for the future when compared to the baseline existing data. This baseline and future traffic data will be used to develop meeting and charrette materials for use in public meetings, as well as meetings with local political leaders and key industry stakeholders. The data will provide a common point of discussion for what presently exists, but also a basis for what additional types of business are potentially available. Input from the public and local stakeholders will be used to identify common goals that are shared between ARRC and the local community such that a more unified effort can be made to identify the local infrastructure investment required to accommodate potential growth beyond what would otherwise occur organically. This critical step will define the bounds of the other traffic studies used to evaluate current/future needs of ARRC’s multi-modal Whittier infrastructure. More importantly, it will provide a common point of departure and minimize duplicate effort for the critical transportation studies which will lead to the WTMP. The work shall include, but not be limited to the following activities: Activity A1 – Methodology The consultant will develop a methodology to collect qualitative and quantitative data. This may include public surveys, data bases, group exercises, and an overall strategy for gathering information from users. This methodology will be applied to both internal and external stakeholders. Key deliverables shall include but are not limited to:  Annotated Outline for the Methodology  Draft and Final Methodology  Lists or groupings of internal and external stakeholders, including contact information Activity A2 – Internal Stakeholder Meetings The consultant will assist ARRC in applying the Final Methodology at Internal Stakeholder Meetings. These meetings will focus on input from key departments within ARRC. The consultant will prepare a standard meeting agenda that will be used for all meetings. The consultant will prepare a report from each meeting that thoughtfully arranges information collected and synthesizes it for key indicators. These indicators will assist Tasks B-C. Key deliverables shall include but are not limited to:  Draft and Final Meeting Agenda  Draft and Final Meeting Notes  Report Outline  Draft and Final Reports Activity A3 – External Stakeholder Meetings The consultant will assist ARRC in applying the Final Methodology at External Stakeholder Meetings. These meetings will focus on input from key departments within ARRC. The consultant will prepare a standard meeting agenda that will be used for all meetings. The consultant will prepare a report from each meeting that thoughtfully arranges information collected and synthesizes it for key indicators. These indicators will assist Tasks B-C. Key deliverables shall include but are not limited to: 9  Draft and Final Meeting Agenda  Draft and Final Meeting Notes  Report Outline  Draft and Final Reports Activity A4 – Report Workshop The consultant will assist ARRC in hosting a workshop to present the Reports’ Findings. The goal of this workshop is to convey key indicators to staff and team members working on other deliverables associated with Tasks B-C. The consultant will develop and provide guidance packets. The intent of these packets to provide Task leads with a quick reference of qualitative and quantitative data and sources. Key deliverables shall include but are not limited to:  Draft and Final Meeting Agenda  Draft and Final Meeting Presentation  Draft and Final Guidance Packets Activity A5 – Visioning Statement The consultant will assist ARRC in composing the Visioning Statement, which will set the outline for the Master Plan. Using the deliverables from Activity A4, ARRC and the consultant will develop a draft and final Visioning Statement. Based on input, this may include a branding which may be carried forward in Tasks B-C; thus, conveying a consistent and specific message in engaging stakeholders. Key deliverables shall include but are not limited to:  Draft and Final Visioning Statement  Draft and Final Branding (e.g., logo and tagline) 10 TASK B – Transportation Study The Transportation study will leverage the data collection and the direction provided by the Project Visioning process to assess the existing Terminal transportation facilities and infrastructure in relation to current and future demands. This will be performed by reviewing transportation connectivity and upland facilities with regards to both freight and passenger traffic. Where gaps are identified between existing facilities and infrastructure and future requirements, options will be identified to address the needs. These options will be vetted such that at least one, if not several, are considered feasible as part of the overall planning effort. The work shall include, but not be limited to the following activities: Activity B1 – Methodology The consultant will develop a methodology to collect qualitative and quantitative data. This may include surveys, data bases, group exercises, and an overall strategy for gathering information from users. This methodology will be applied to both internal and external stakeholders. Key deliverables shall include but are not limited to:  Annotated Outline for the Methodology  Draft and Final Methodology Activity B2 – Transportation Connectivity Study The Transportation Connectivity Study will review the existing and potential origins, destinations, and intermodal connections between ARRC trains, ships, and ground transportation. The study will include modal choice, public vs. private transportation, and identify deficiencies in the Whittier area transportation network as they relate to the Terminal. Options will be developed and vetted to address current and future deficiencies for consideration in the final planning process. Key deliverables shall include but are not limited to:  Draft and Final Transportation Connectivity Study Outline  Draft and Final Transportation Connectivity Study Activity B3 – Feasibility Analysis of Facilities The consultant will review each upland facility in Whittier and generate a list of attributes and potential uses. Based on the input from Task A, this list will be used to match potential growth areas with the correct assets. In turn, this prioritizes which facilities can serve multiple uses and/or be modified. Using both a tabletop exercise with the Facilities Department and a site visit, the consultant will complete a fact sheet for each facility in Whittier. These sheets will be placed into a report that aligns with the guidance provided in Task A. Key deliverables shall include but are not limited to:  Draft and Final Meeting Agenda  Draft and Final Meeting Notes  Draft and Final Facility Fact Sheet Template  Site Visit  Facilities Fact Sheets 11 Activity B4 – Report Workshop The consultant will assist ARRC in hosting a workshop to present the findings from Activities B2 and B3. The goal of this workshop is to convey key indicators to staff and team members working on other deliverables associated with Tasks C-D. The consultant will develop and provide a Summary Report. The intent of this Report to provide Task leads with a quick reference of qualitative and quantitative data and sources. Key deliverables shall include but are not limited to:  Draft and Final Meeting Agenda  Draft and Final Meeting Presentation & Draft Report Summary  Report Outline  Draft and Final Report 12 TASK C – Waterfront Reconstruction Study The Waterfront Reconstruction study will leverage the data collection and the direction provided by the Project Visioning process to assess the existing Terminal waterfront facilities and infrastructure in relation to current and future demands. Where gaps are identified between existing facilities and future requirements, options will be identified to address the needs. These options will be vetted such that at least one, if not several, are considered feasible as part of the overall planning effort. The work shall include, but not be limited to the following activities: Activity C1 – Methodology The consultant will develop a methodology to collect qualitative and quantitative data. This may include surveys, data bases, group exercises, and an overall strategy for gathering information from users. This methodology will be applied to both internal and external stakeholders. Key deliverables shall include but are not limited to:  Annotated Outline for the Methodology  Draft and Final Methodology Activity C2 – Feasibility Analysis of Waterfront Infrastructure The Marine Infrastructure feasibility analysis will review the existing facilities and infrastructure connecting marine vessels with ARRC trains and ground transportation. The study will include a review of existing capacity and capability for future expansion, as well as new or renovation of existing infrastructure to meet increased or new demand. The analysis will identify deficiencies in the Terminal waterfront facilities. Options will be developed and vetted to address current and future deficiencies for consideration in the final planning process. Key deliverables shall include but are not limited to:  Draft and Final Waterfront Reconstruction Study Outline  Draft and Final Waterfront Reconstruction Study Activity C3 – Report Workshop The consultant will assist ARRC in hosting a workshop to present the findings from Activity C2. The goal of this workshop is to convey key indicators to staff and team members working on other deliverables associated with Tasks B and D. The consultant will develop and provide a Summary Report. The intent of this Report to provide Task leads with a quick reference of qualitative and quantitative data and sources. Key deliverables shall include but are not limited to:  Draft and Final Meeting Agenda  Draft and Final Meeting Presentation & Draft Report Summary  Report Outline  Draft and Final Report 13 TASK D – Master Plan, Concept Development, and Estimates All trains originating or terminating in Whittier must be processed through ARRC’s Whittier Terminal. The rail yard was largely constructed more than 60 years ago. Although some incremental additions have been made to support changing port needs over the years, the volume and mix of traffic has matured to a point where technical analysis needs to be conducted to ensure that the terminal will continue to operate effectively and efficiently. The Master Plan will select the options developed in the other studies conducted as part of this planning effort, and analyze them for consideration into a final updated Whittier Terminal Master Plan inclusive of concepts designs for the Terminal. Key to the analyses will be assimilation into ARRC’s existing terminal operations, constructability under traffic, first cost vs. life-cycle costs, and the balancing of short and long-term infrastructure needs with modal demands and space availability, yet providing some deference to integration into the local Whittier community and transportation network. The work shall include, but not be limited to the following activities: Activity D1 – Master Plan Outline The consultant will develop a preliminary draft, draft, and final outlines that are inclusive of Tasks A-C deliverables. This outline directs development of key sections, such as, environmental baseline, yard review, and terminal design concepts. Key deliverables shall include but are not limited to: • Preliminary Annotated Outline for the Master Plan • Draft and Final Annotated Outline for the Master Plan • Lists of key sections to be developed further Activity D2 – Technical Analysis of the Terminal The consultant will join ARRC in a one day-long site visit to review the condition of the Terminal in Whittier (ideally, this site visit would build from the Tasks B-C, the Transportation and Waterfront Reconstruction Studies), perform a technical analysis of the Terminal, and provide resulting recommended design concepts. The analysis will require a review of track operations by a track designer and provide specific improvements of layouts. The review will include a discussion on improved efficiencies to meet current demand as well as that accompanying future economic development opportunities. In leveraging the quantitative information gathered, the qualitative output from these site visits may be reflected in visual aids (i.e., for future public meeting use) and reports. Key deliverables shall include but are not limited to:  Draft and Final Site Visit Schedule with Objectives  Draft and Final Visual Aids for Site Visit Information Packets  Draft and Final Site Visit Report  Draft and Final Design Concepts  Draft and Final Visual Aids Activity D3 – Cost Estimates The consultant will develop a comprehensive cost estimate for each component of the plan, as directed in Task D1 key deliverables. Activity D4 – Environmental Baseline Report The consultant will compose an Environmental Baseline Report to support the components of the Master Plan. This report will serve as the basis for future NEPA documentation. Sections of the document will include Physical, Biological and Social Resources that pertain to the Project Vision and 14 recommendations from Tasks B-C. The consultant will submit a preliminary draft for review to the ARRC Project Manager (PM). The consultant will incorporate the PM’s edits and distribute at least one week before a planned workshop. ARRC will host a one day review workshop to review the Environmental Baseline Report with members of key decision makers at ARRC. The goal of this workshop is to document key revisions and sign off on visuals to be used at future Public Meetings. The consultant will develop and provide a Summary Report of Edits and a tracking matrix. The consultant will compose a Final Environmental Baseline Report to accompany the Master Plan. Key deliverables shall include but are not limited to:  Preliminary Draft, Draft Environmental Baseline Report  Draft and Final Environmental Baseline Report  Draft and Final Review Workshop Agenda  Draft and Final Visual Aids  Edit Summary Report and Comment Tracking Matrix Activity D5 – Draft Master Plan The consultant will compose the Preliminary Draft Master Plan based on outcomes from D1-5 and submit it for review to the ARRC Project Manager (PM). The consultant will incorporate the PM’s edits and distribute at least one week before a planned workshop. ARRC will host a one day review workshop to review the Draft Master Plan with members of key decision makers at ARRC. The goal of this workshop is to document key revisions and sign off on visuals to be used at future Public Meetings. The consultant will develop and provide a Summary Report of Edits and a tracking matrix. Key deliverables shall include but are not limited to:  Preliminary Draft Master Plan  Draft and Final Review Workshop Agenda  Draft and Final Visual Aids  Edit Summary Report and Comment Tracking Matrix Activity D6 – Public Meeting(s) The consultant will assist ARRC in preparing for and hosting up to two public meetings in Whittier as well as one presentation to the City Council prior to the public meetings. This public meeting will be in a Workshop Format to obtain stakeholders’ input on the draft Master Plan’s priorities. For each major component of the Master Plan, there will be a station at which stakeholders can learn more about the alternatives considered and the cost analysis completed. Input from stakeholders will be collected qualitatively and quantitatively. The consultant will provide a comment summary report, similar to a public scoping document. Based on recommendations from the summary report, ARRC will direct final edits to the Final Master Plan. Key deliverables shall include but are not limited to:  Venue Reservations  Draft and Final Public Notices  Draft and Final Visual Aids  Event Staffing  Data Collection and Synthesis 15 Activity D7 – Final Master Plan The consultant will incorporate comments into the Draft Final Master Plan based outcomes from D4-5 and submit it for review to the ARRC PM. The consultant will incorporate the PM’s edits and distribute at least one week before a planned workshop. ARRC will host a one day review workshop to review the Final Master Plan with members of key decision makers at ARRC. The goal of this workshop is to sign off on the content prior to publication. The consultant will develop and provide a Summary Report of Edits and a tracking matrix. Key deliverables shall include but are not limited to:  Draft Final Master Plan  Draft and Final Review Workshop Agenda  Draft and Final Visual Aids  Edit Summary Report and Comment Tracking Matrix 16 TASK E – Project Management The success of this planning process is cohesiveness among team members. Project management is a critical path item and will be weighed heavily in the selection process. The consultant shall be an extension of ARRC personnel and should integrate seamlessly with the nomenclature, schedule, and other commitments on-going during this timeline. Respectful and effective communication is essential. Each deliverable will be used to further the permitting, design, and funding process for the final Master Plan. As such, all deliverables shall be in an approved ARRC Style Guide format and have signed off by the consultant’s technical review team. Work that does meet these standards will be returned. The work shall include, but not be limited to the following activities: Activity E1 – Communications Protocol The consultant will develop a Responsible, Accountable, Consulted, Informed (RACI) matrix to clearly communicate each team member’s role and responsibility in both lines of communication and developing deliverables. This Protocol will provide a basis for commenting on deliverables and include ARRC team members. This supports Task F, Administrative Record. This is a living document and will be updated only when team personnel change. Key deliverables shall include but are not limited to:  RACI Matrix Activity E2 – Schedule and Reporting The consultant will prepare and maintain a Master Schedule of all deliverables. This schedule shall be a format that is trackable and easily referenced in meetings; this is a living document and will be updated monthly. The consultant will be expected to keep track of deliverables and inform ARRC of impacts to the Schedule. The consultant will use a standard template for monthly reporting. This monthly reporting will accompany each invoice and shall cross reference the level of effort to date, expenses, and budget. During each monthly meeting, the report will communicate areas of concern, critical time-sensitive issues, and corrective actions, decisions to be made, a schedule update by task for key milestones, and any out of scope requests. Key deliverables shall include but are not limited to:  Schedule  Monthly Reports Activity E3 – Meetings, Reporting, and Interfaces The consultant will prepare and maintain a Master Template for a bi-weekly meeting agenda. This meeting will be no more than 30 minutes every two weeks and include Management, Task Leads, and Representatives from individual firms. This meeting will focus on Red, Amber and Green Priority Items. Using the schedule and the previous report, the meeting will review requests for information and issues of concern. Issues of concern will be tabled and scheduled for separate meetings with the appropriate participants. This meeting will be remote and hosted by ARRC.  Meeting Agenda  Tracking Matrix of Red, Amber, Green Items  Request for Information Template  Meeting Notes, including Action Items 17 TASK F – Administrative Record Each deliverable will be used to further the permitting, design, and funding process for the Final Master Plan. From public scoping to content within the Reports and Studies, this planning effort should be recorded. The ability to quickly reference meeting notes, design drawings, and electronic correspondence assists ARRC in streamlining the federal permitting process. By keeping this a separate Task, ARRC will monitor the level of effort invested to file content. The work shall include, but not be limited to the following activities: Activity F1 – Administrative Record Plan The consultant will compose an Administrative Records Plan that evaluates alternate methods for record keeping; protocols; and suggested content. Key deliverables shall include but are not limited to:  Draft and Final Administrative Record Plan 18 APPENDIX B PROPOSAL INFORMATION, CONDITIONS & INSTRUCTIONS 1. Pre-Submission Proposal Inquires Offerors shall promptly notify ARRC of any ambiguity, inconsistency, conflict, or error which they may discover upon examination of the solicitation documents. Verbal inquiries regarding this RFP are not permitted. All inquiries must be made in writing and received at ARRC’s offices 10 days prior to submission deadline. Written inquiries must be submitted to GoemerG@akrr.com. ARRC will respond to all or part of the written inquiries received through the issuance of a written Addendum to the RFP, if in the opinion of ARRC, such information is deemed necessary to submit proposals or if the lack of it would be prejudicial to other prospective Offerors. Oral and all other non- written responses, interpretations and clarifications shall not be legally effective or binding. Any Offeror who attempts to use or uses any means or method other than those set forth above to communicate with ARRC or any director, officer, employee or agent thereof, regarding this RFP shall be subject to disqualification. 2. Proposal Submission Deadline Proposals will be received until 3:00 PM LOCAL TIME on February 23, 2023. Offerors shall submit one original hard copy and a flash drive containing an electronic copy of the proposal. The envelope used for the submittal of your RFP shall be marked with the following information: 1. Firm Name 2. Request for Proposal #22-77-210429 3. Date and Time Scheduled for Receipt of proposals Proposals received after the time and date set forth above shall be rejected. All proposals submitted in response to this solicitation must be signed by an individual with the legal authority to submit the offer on behalf of the company. 3. Proposal Open and Subject to Acceptance All proposals shall remain open and subject to acceptance by ARRC for sixty (60) days after the deadline for proposal submission. 4. Proposal Opening Proposals will be opened privately at ARRC’s convenience on or after the proposal due date. 5. Reserved Rights In addition to other rights in this RFP, ARRC reserves, holds and may exercise at its sole discretion, the following rights and options: (a) To supplement, amend, or otherwise modify or cancel this RFP with or without substitution of another RFP. (b) To issue additional or subsequent solicitations for proposals. (c) To conduct investigations of the Offerors and their proposals. (d) To clarify the information provided pursuant to this RFP. (e) To request additional evidence or documentation to support the information included in any proposal. 19 (f) To reject any and all proposals, or parts thereof, and/or to waive any informality or informalities in any of the proposals or the proposal process for the RFP, if such rejection or waiver is deemed in the best interest of ARRC. (g) To award a contract or contracts resulting from this solicitation to the responsible Offeror whose proposal conforming to this solicitation will be most advantageous to ARRC. (h) To negotiate any rate/fee offered by a Offeror. ARRC shall have the sole right to make the final rate/fee offer during contract negotiations. If the selected Offeror does not accept ARRC’s final offer, ARRC may, in its sole discretion, reject the proposal and start negotiations with the next highest ranked Offeror. (i) If an award is made and, prior to entering into a contract, subsequent information indicates that such award was not in the best interest of ARRC, ARRC may rescind the award without prior notice to Offerors and either award to another Offeror or reject all proposals or cancel the RFP. (k) To terminate the contractor at any point in the evaluation process or after award if the approved personnel become unavailable, are switched off project by the firm, or the qualifications are generally found to be inadequate. All personnel reassignments to and from the project will be approved by ARRC. 6. Proposal Costs Each Offeror shall be solely responsible for all costs and expenses associated with the preparation and/or submission of its proposal, and ARRC shall have no responsibility or liability whatsoever for any such costs and expenses. Neither ARRC nor any of its directors, officers, employees or authorized agents shall be liable for any claims or damages resulting from the solicitation or collection of proposals. By submitting a proposal, Offeror expressly waives any claim(s) for such costs and expenses. 7. Proposal Format (a) One (1) original proposal and one (1) electronic copy / USB flash drive containing a statement of qualifications and a concise narrative that addresses each evaluation criterion. (b) Proposals shall have a maximum of twenty (20) pages single sided, exclusive of cover sheets, cover letter, forms required by ARRC, and resumes. (c) A signed cover letter of a maximum two (2) pages should introduce the proposed firm summarize the main qualifications of the firm, and include any other information the Offeror deems will emphasize the its ability to successfully perform the services required and demonstrate why selection of Offeror would be advantageous to ARRC. Important Instructions To be considered responsive, Offerors must submit the following with their proposal a. Service Bid Form (signed and with all addendum acknowledged) b. Bidders Questionnaire in Section F c. Required signature for Contract Provisions for Federal-Aid Contracts- Article 25 Certification Regarding Use of Contract Funds for Lobbying Appendix G, page 61. 8. Capacity to Perform Any Offeror considered for award as a result of this solicitation may be required to make assurance to the Contract Administrator concerning the Offeror’s capacity and capability to perform. Previous contracts of a like nature, financial solvency, and other information may be requested of the considered Offeror. Failure to provide assurances requested in a timely manner may be cause for rejection of the Proposal. 20 9. Costs Other direct costs (ODC) on contracts incurred shall be billed at cost. If travel is required, ARRC will be billed per diem for meals and incidentals using the current Department of Defense rate. Airfare will be billed at cost with coach airfare only, no first class or business class. Lodging must be reasonable. ARRC will not pay for alcohol, valet parking, or expenses it considers to be exorbitant. Cost plus percentage of cost is not allowed for subcontractors, materials, or travel expenses. 10. Purchase Obligation ARRC and responding firms expressly acknowledge and agree that ARRC has made no express or implied promises to expend any dollar amounts with respect to the services addressed by this RFP. By submitting a proposal in response to this RFP, each firm acknowledges and agrees that the provisions of this RFP, and/or any communication, statement, act or omission by representatives of ARRC (including consultants) in the selection process, shall not vest any right, privilege, or right of action in any Offeror. 11. Exceptions to Terms, Conditions and Specifications Any contract resulting from this solicitation shall incorporate the Professional Terms and Conditions contained in this solicitation package. Each Offeror shall indicate all exceptions to terms, conditions, and specifications of this solicitation individually in its proposal. Exceptions received or placed after the proposal submission date will be considered as counter offers and as such will render the entire proposal non-responsive. 12. Public Information All submitted proposals will be considered confidential until notice of intent to award is issued. After notice of intent to award is issued, all proposals will become public information. 13. Qualifications of Offerors General Qualifications: Offerors will be evaluated by ARRC based upon their experience in performing the services requested, financial stability, appropriate personnel, responsiveness, technical knowledge and general organization. ARRC reserves the right to take any actions it deems necessary to determine if Offerors have the ability to perform the services outlined in the Scope of Work in a satisfactory manner. Such actions will include an evaluation of the Offeror’s qualifications and references prior to Contract Award. Offerors may be disqualified, and their Proposals rejected, for any reason deemed appropriate by ARRC including, but not limited to, the following: (a) Evidence of collusion between a Offeror and any other Offeror(s). (b) An unsatisfactory performance record on projects for ARRC, or any other organization. (c) The appearance of financial instability (in the opinion of ARRC) and/or evidence that Offeror may not be financially able to complete the work required by the Project Scope in a satisfactory manner. (d) If Offeror has failed to complete one or more public contracts in the past. (e) If Offeror has been convicted of a crime arising from previous public contracts. (f) If Offeror is not authorized to perform work in the State of Alaska. 21 14. Conflict of Interest Disclose any information that may pose an actual conflict of interest in providing these services or give the appearance of a conflict of interest. Please provide any other relevant information that may assist ARRC in the selection process. 15. TAXES Pursuant to AS 42.40.910, ARRC is exempt from all forms of state or local sales, property and other taxes. Accordingly, any Proposer who submits a proposal shall not include any such tax in any of its proposal prices or in any calculation thereof. 16. Contract Period The contractual period will cover award (anticipated in March 2023) through closeout (anticipated to occur in Q3 of 2024). All deliverables identified herein shall be completed and submitted during the contractual period. 22 APPENDIX C SELECTION PROCESS AND AWARD CRITERIA Alaska Railroad Corporation (ARRC) is requesting proposals from interested firms qualified to perform the work described in the Scope of Services. This is intended to be an unbiased evaluation. ARRC reserves the right to determine that proposed services will meet ARRC requirements. ARRC reserves the right to withdraw this RFP, reject any and all proposals, advertise for new proposals, or accomplish the work by other means including issuing only some of the tasks defined in the Scope of Services above, that ARRC in its sole discretion, determines to be in its best interest. ARRC may request additional information from any firm to make a proposal responsive to this RFP or otherwise obtain clarification or additional information that ARRC, in its sole discretion, deems necessary to analyze and compare proposals. The selection of a firm to perform the services for the Project will be made by an ARRC Selection Committee that will evaluate and score the proposals in accordance with the criteria specified herein and establish a ranking. ARRC reserves the right to select the top ranked firm based solely on the scoring of the written proposals and to enter directly into negotiations with said firm. However, at its sole discretion, ARRC may require the highest ranked firms to make an oral presentation to the evaluation committee. In this event, oral presentations may be scheduled at ARRC’s Board Room located at 327 West Ship Creek Avenue, Anchorage, Alaska or through a video conference meeting. The selected firms will have an opportunity to summarize the information provided in their written proposals, expand on their capabilities, experience and proposed approach and work plan and answer questions from the selection committee. Scores obtained in the initial phase will not carry over to the presentation phase. Upon completion of the oral presentations, the evaluation committee will review the material presented and determine a ranking order for the firms interviewed. Proposals should be concise and specifically address each evaluation criteria listed below as it pertains to the scope. Contract rates will be established after a notice of intent-to-award has been issued to successful proposers, contractual fee basis for each firm will be negotiated separately. All fees will be based upon the offer’s Federally Audited Rate (FAR) plus a negotiated profit. The successful consultant will submit a well-written proposal. This scope of work will yield deliverables that support future design, permitting and related activities in Whittier. ARRC will use the reports, plans, designs, and summaries to draft permit applications and engage stakeholders in future development. The design concepts and cost estimates will reflect engineering that is feasible and sustainable in Alaska. ARRC seeks a consultant who is familiar with the Alaskan marine environment, railroad operations, and our neighbors in Whittier. The consultant’s team will be an extension of ARRC and should be readily available for the short suspenses expected in the timeline. Final Selection / Negotiations: Once a ranking has been established ARRC will negotiate with the top ranked Firm. Contract negotiations shall be directed toward: (1) making certain that the Firm has a clear understanding of the scope of the work and the requirements involved in providing the required services; (2) determining that the Firm will make available the necessary personnel and facilities to perform the services within the required time; and agreeing upon compensation that is fair and reasonable, taking into account the estimated value, scope, complexity, and nature of the required services. If an agreement cannot be reached negotiations will be terminated, and negotiations will be conducted with the next highest ranked firm, until an agreement is reached, or until ARRC exercises its right to cancel the solicitation. ARRC’s Committee will evaluate each complete proposal on the following factors listed below. 23 Criteria 1: Team Organization 10 Points Criteria 2: Methodology and Approach 35 Points Criteria 3: Qualifications of the Firm 35 points Criteria 4: Key Personnel 15 Points Criteria 5: Completeness and Quality of Proposal 5 Points DESCRIPTION WEIGHT Team Organization: 10  Provide an organizational chart of the project delivery team with the proposed team members identified in their respective roles. Methodology and Approach: 35  Provide your general project methodology on how the services will be performed including but not limited to: involvement, communication between the parties, and the methodology used to perform the required scope of services.  Describe the proposed management structure, program monitoring procedures and the organization and size of the engagement team.  Provide a project schedule which clearly identifies each task and its subordinate activities. Qualifications of the Firm: 35  Describe the proposed management structure, program monitoring procedures and the organization and size of the engagement team.  Describe the proposed team’s background summarizing their experience in performing upgrades with similar organizations.  Introduce your firm to us describing your history, size, locations in which it operates, and the number of employees and office locations that would be providing these services to ARRC  Provide a proposed schedule and timeline with estimates of ARRC staff commitments.  Provide a summary of your firm’s experience with requirements management, and similar projects. 24 Key Personnel: 15  Identify and describe the pertinent experience of the proposed individuals who would be involved in performing the work associated with this contract. Provide complete details on the functions to be performed by these persons and how their activities would be directed and coordinated. Include résumés of all key persons to be involved in this project. For each person involved, describe his/her: Education, expertise and experience.  Identify the key contact person (account manager) for the ARRC engagement and describe his/her availability to work with the ARRC.  Describe the proposed team’s background, along with resumes summarizing their experience in performing upgrades with similar organizations Once established, replacement of, or addition to, the Key Personnel shall be accomplished only by prior written approval from ARRC. Completeness and Quality of RFP : 5  This evaluation criterion does not require a response and scoring will be determined by the ARRC evaluators during their initial scoring. Points for this criterion will be awarded based on the quality of the RFP, adherence to the requirements, and the general adequacy of the submittal. 25 APPENDIX D ALASKA RAILROAD CORPORATION SERVICE BID FORM of: NAME ______________________________________________________ ADDRESS ______________________________________________________ ______________________________________________________ To the CONTRACTING OFFICER, ALASKA RAILROAD CORPORATION: In compliance with your Request for Proposal No. 22-77-210429, dated 01/04/2023, the Undersigned proposes to furnish and deliver all the services and perform all the work required in said Invitation according to the scope of work and requirements contained therein and for the amount and prices named herein as indicated on the Cost Proposal. The Undersigned acknowledges receipt of the following addenda to the requirements and/or scope of work for this Request for Proposals (give number and date of each). Addenda Date Addenda Date Addenda Date Number Issued Number Issued Number Issued _______________________ _____________________________ __________________________ _______________________ _____________________________ __________________________ NON-COLLUSION AFFIDAVIT The Undersigned declares, under penalty of perjury under the laws of the United States, that neither he/she nor the firm, association, or corporation of which he/she is a member, has, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with this proposal. The Undersigned has read the foregoing proposal and hereby agrees to the conditions stated therein by affixing his/her signature below: ________________________________________ __________________________________________ Name of Person Signing Date ________________________________________ ______________________________________ Signature Telephone ________________________________________ ______________________________________ Title Email 26 APPENDIX E CONTRACTOR RESPONSIBILITY QUESTIONNAIRE PART I – INSTRUCTIONS 1. All Bidders/Proposers submitting a Bid/Proposal for federally funded contracts are to complete and submit all Parts of this Questionnaire with their Bid or Proposal. Failure to complete and return this questionnaire, any false statements, or failure to answer question when required, may render the bid/proposal non-responsive. All responses must be typewritten or printed in ink. All information must be legible. 2. Please state "not applicable" in questions clearly not applicable to Bidder/Proposer in connection with this solicitation. Do not omit any question. 3. The completed Questionnaire must be sworn to by a partner (if partnership), a duly authorized officer or individual (if a corporation or LLC), or a principal (if a sole proprietorship). 4. The term "Proposer" includes the term "Bidder" and also refers to the firm awarded the Contract. The term "Proposal" includes the term "Bid". 5. ARRC reserves the right to inquire further with respect to Proposer's responses; and Proposer consents to such further inquiry and agrees to furnish all relevant documents and information as requested by ARRC. Any response to this document prior or subsequent to Proposer's Proposal which is or may be construed as unfavorable to Proposer will not necessarily automatically result in a negative finding on the question of Proposer's responsibility or a decision to terminate the contract if it is awarded to Proposer. PART II - IDENTITY OF PROPOSER 1. Proposer's Full Legal Name: ______________________________________________ 2. The Proposer represents that it operates as the following form of legal entity: (Check whichever applies and fill in any appropriate blanks.)  an individual or sole proprietorship  a general partnership  a limited partnership  a joint venture consisting of: ________________________________________ and _____________________________________________________________ (List all joint venturers on a separate sheet if this space is inadequate.)  a non-profit organization  a corporation organized or incorporated under the laws of the following state or country: ___________________________ on the following date: _____________________________  a limited liability company organized under the laws of the following state or country: ____________________________ on the following date: ____________________________ 27 3. Proposer's federal taxpayer identification number: _____________________________ 4. Proposer's Alaska business license number: __________________________________ 5. Proposer's contractor’s license number (for construction only): ___________________ 6. Proposer's legal address: ________________________________________________ ___________________________________________________________________________ Telephone Number: (____) ___________________ Fax Number: (____)_____________________ 7. Proposer's local or authorized point of contract address: Name: _________________________________ Title:__________________________ Address: ______________________________________________________________ Telephone Number: (____) _______________ Fax Number: (____)________________ 8. How long has the Proposer been in business? ________________________________ 9. Has Proposer been in business under another name? If so, identify name and dates used. ______________________________________________________________________ ___________________________________________________________________________ 10. Does your firm consider itself to be an MBE, WBE or DBE? YES  NO  If answer is "YES," attach a copy of certification. 11. Number of employees: _______________ including ____________ employees in the State of Alaska. PART III-CONTRACTING HISTORY 1. Has the Proposer been awarded any contracts within the last five years by ARRC, the State of Alaska, or any other public entity for the same or reasonably similar goods or services sought by this solicitation? If none, answer "No". If yes, on a separate sheet of paper describe those contracts beginning with the most recent. State the name of the contracting entity; give a brief description of the contract and the contract number, the dollar amount at award and at completion, date completed; state the contract period, the status of the contract, and the name, address, and telephone number of a contact person at the agency. Indicate if award was made to Proposer as prime contractor or joint venture. Proposer need not provide more than three such descriptions. YES  NO  28 2. Has the Proposer been awarded any private sector contracts within the last five years for the same or reasonably similar goods or services sought by this solicitation? If none, answer "No." If yes, on a separate sheet of paper provide the name and address of the contracting entity, a brief description of work, the dollar amount at award and at completion, date completed, status of the contract and name, address and telephone number of contact person as to each, beginning with the most recent. Indicate if Proposer acted as prime contractor or joint venture. Proposers need not provide more than three such descriptions. YES  NO  NOTE: ANY "YES" ANSWERS TO #3 BELOW MUST BE FULLY EXPLAINED ON A SEPARATE SHEET OF PAPER AND ATTACHED TO THIS QUESTIONAIRE. 3. In the past five years has the Proposer been the subject of any of the following actions? A. Been suspended, debarred, disqualified, or otherwise declared ineligible to bid? YES  NO  B. Failed to complete a contract for a public or private entity? YES  NO  C. Been denied a low-bid contract in spite of being the low bidder? YES  NO  D. Had a contract terminated for any reason, including default? YES  NO  E. Had liquidated damages assessed against it during or after completion of a contract? YES  NO  F. Been a defaulter, as principal, surety or otherwise? YES  NO  G. Been denied an award of a public contract based upon a finding by a public agency that your company was not a responsible contractor? YES  NO  H. A public entity requested or required enforcement of any of its rights under a surety agreement on the basis of your company’s default or in lieu of declaring your company in default? YES  NO  I. Been denied a performance or payment bond by a surety company? YES  NO  J. Been required to pay back wages and/or penalties for failure to comply with state or federal prevailing wage or overtime laws? YES  NO  29 4. Does Proposer currently possess the financial, organizational, technical, equipment, facilities, and other resources necessary to supply the goods or services sought by this solicitation? If no, on a separate sheet of paper describe how you intend to obtain the resources necessary to supply the goods or services sought by this solicitation. YES  NO  5. Does Proposer have any present or anticipated commitments and/or contractual obligations that might impact its ability to meet the required delivery or performance requirements of this solicitation? If yes, on a separate sheet of paper describe any apparent conflicts as between the requirements/commitments for this solicitation with respect to the use of Proposer's resources, such as management, technical expertise, financing, facilities, equipment, etc. YES  NO  PART IV-CIVIL ACTIONS If “Yes” to Parts IV or V, provide details on a separate sheet of paper including a brief summary of cause(s) of action; indicate if Proposer, its principals, officers or partners were plaintiffs or defendants; define charges explicitly, by what authority, court or jurisdiction, etc. In the case of tax liens, please indicate whether the liens were resolved with the tax authorities. Please submit proof of payment or agreements to pay the liens. Complete details are required! 1. Violations Of Civil Law. In the past five years has Proposer, any of its principals, officers or partners been the subject of an investigation of any alleged violation of a civil antitrust law, or other federal, state or local civil law? YES  NO  2. Lawsuits With Public Agencies. At the present time is, or during the past five years has Proposer, any of its principals, officers or partners been a plaintiff or defendant in any lawsuit or arbitration regarding services or goods provided to a public agency? YES  NO  3. Bankruptcy. During the past five years, has the Proposer filed for bankruptcy or reorganization under the bankruptcy laws? YES  NO  4. Judgments, Liens And Claims. During the past five years, has the Proposer been the subject of a judgment, lien or claim of $25,000 or more by a subcontractor or supplier? YES  NO  5. Tax Liens. During the past five years, has the Proposer been the subject of a tax lien by federal, state or any other tax authority? YES  NO  30 PART V-COMPLIANCE WITH LAWS AND OTHER REGULATIONS 1. Criminal: In the past five years has the Proposer, any of its principals, officers, or partners been convicted or currently charged with any of the following: A. Fraud in connection with obtaining, attempting to obtain, or performing a public contract, agreement or transaction? YES  NO  B. Federal or state antitrust statutes, including price fixing collusion and bid rigging? YES  NO  C. Embezzlement, theft, forgery, bribery, making false statements, submitting false information, receiving stolen property, or making false claims to any public agency? YES  NO  D. Misrepresenting minority or disadvantaged business entity status with regard to itself or one of its subcontractors? YES  NO  E. Non-compliance with the prevailing wage requirements of the State of Alaska or similar laws of any other state? YES  NO  F. Violation of any law, regulation or agreement relating to a conflict of interest with respect to a government funded procurement? YES  NO  G. Falsification, concealment, withholding and/or destruction of records relating to a public agreement or transaction? YES  NO  H. Violation of a statutory or regulatory provision or requirement applicable to a public or private agreement or transaction? YES  NO  I. Do any principals, officers or partners in Proposer’s company have any felony charges pending against them that were filed either before, during, or after their employment with the Proposer? YES  NO  2. Regulatory Compliance. In the past five years, has Proposer or any of its principals, officers or partners: A. Been cited for a violation of any labor law or regulation, including, but not limited to, child labor violations, failure to pay correct wages, failure to pay into a trust account, failure to remit or pay withheld taxes to tax authorities or unemployment insurance tax delinquencies? YES  NO  31 B. Been cited and assessed penalties for an OSHA or Alaska/OSHA “serious violation”? YES  NO  C. Been cited for a violation of federal, state or local environmental laws or regulations? YES  NO  D. Failed to comply with Alaska corporate registration, federal, state or local licensing requirements? YES  NO  E. Had its corporate status, business entity’s license or any professional certification, suspended, revoked, or had otherwise been prohibited from doing business in the State of Alaska? YES  NO  PART VI-FINANCIAL Copies of the following documents are to be submitted with this Questionnaire: 1. Proposer’s current Alaska Business License, if required by state law. 2. Proposer’s Financial Statements (see specific requirements below): A. PUBLICLY TRADED COMPANIES: Financial information will be accessed on-line. However, if additional information is needed, it will be specifically requested from the Proposer. B. NON-PUBLICLY TRADED COMPANIES WITH AUDITED OR REVIEWED FINANCIAL STATEMENTS: Statements, including balance sheet, statement of earnings and retained income, with footnotes, for the most recent three years. C. NON-PUBLICLY TRADED COMPANIES WITHOUT AUDITED OR REVIEWED FINANCIAL STATEMENTS: Company generated financial statements, including balance sheet, statement of earnings and retained income for the most recent three years. The Chief Financial Officer of the corporation, a partner, or owner, as appropriate, must certify these financial statements. D. SOLE PROPRIETORSHIPS: Refer to C. If financial statements are not generated, please fill out and sign the Financial Statement form attached hereto. Submit one form for each of the most recent three years. NOTE: ARRC reserves the right to ask for additional documentation if it is reasonably required to make a determination of integrity and responsibility relevant to the goods or services the Proposer will provide to ARRC if awarded a contract. All financial information provided is considered confidential and not subject to public disclosure under Alaska law. 32 PART VII -VERIFICATION AND ACKNOWLEDGMENT The undersigned recognizes that the information submitted in the questionnaire herein is for the express purpose of inducing ARRC to award a contract, or to allow Proposer to participate in ARRC projects as contractor, subcontractor, vendor, supplier, or consultant. The undersigned has read and understands the instructions for completing this Questionnaire. STATE OF _____________________________ COUNTY OF ___________________________ I, (printed name) ______________________________________, being first duly sworn, state that I am the (title) ___________________________________________ of Proposer. I certify that I have read and understood the questions contained in the attached Questionnaire, and that to the best of my knowledge and belief all information contained herein and submitted concurrently or in supplemental documents with this Questionnaire is complete, current, and true. I further acknowledge that any false, deceptive or fraudulent statements on the Questionnaire will result in denial or termination of a contract. I authorize ARRC to contact any entity named herein, or any other internal or outside resource, for the purpose of verifying information provided in the Questionnaire or to develop other information deemed relevant by ARRC. ______________________________________ _________________________ Signature of Certifying Individual Date Subscribed and sworn to before me this ___________ day of ___________________, 20___ ________________________________________ Signature of Notary Notary Public in and for the State of __________________ My Commission Expires: ___________________________ NOTICE TO PROPOSERS A material false statement, omission or fraudulent inducement made in connection with this Questionnaire is sufficient cause for denial of a contract award or revocation of a prior contract award, thereby precluding the Proposer from doing business with, or performing work for ARRC, either as a vendor, prime contractor, subcontractor, consultant or subconsultant for a period of five years. In addition, such false submission may subject the person and/or entity making the false statement to criminal charges under applicable state and/or federal law. 33 APPENDIX F GENERAL TERMS AND CONDITIONS (Professional Service Contracts) (Revised 3/4/08) The following terms and conditions supersede the terms and conditions on the reverse side of ARRC’s purchase order to the extent that they are inconsistent therewith and shall be deemed to have the same force and effect as though expressly stated in any such purchase order into which this document is incorporated. 1. Definitions. “ARRC” shall mean the Alaska Railroad Corporation. “Contractor” shall mean the person or entity entering into the contract to perform the work or services specified therein for ARRC. “Contract” shall mean these General Terms and Conditions, the contract form to which they are annexed, and all other terms, conditions, schedules, appendices or other documents attached to the contract form or incorporated by reference therein. “Services” shall mean any work, direction of work, technical information, technical consulting or other services, including but not limited to design services, analytical services, consulting services, construction management services, engineering services, quality assurance and other specialized services furnished by Contractor to ARRC under the contract. 2. Inspection and Reports. ARRC may inspect all of the Contractor's facilities and activities under this contract in accordance with the provisions of ARRC Procurement Rule 1600.9. The Contractor shall make progress and other reports in the manner and at the times ARRC reasonably requires. 3. Claims. Any claim by Contractor for additional compensation or equitable adjustment arising under this contract which is not disposed of by mutual agreement must be made by Contractor in accordance with the time limits and procedures specified in sections 1800.12 et seq. of ARRC's Procurement Rules, which by this reference are hereby incorporated herein. 4. Nondiscrimination. 4.1 The Contractor may not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical or mental handicap, sex, marital status, change in marital status, pregnancy or parenthood when the reasonable demands of the positions do not require distinction on the basis of age, physical handicap, sex, marital status, changes in marital status, pregnancy, or parenthood. To the extent required by law, the Contractor shall take affirmative action to insure that the applicants are considered for employment and that employees are treated during employment without unlawful regard to their race, color, religion, national origin, ancestry, physical or mental handicap, age, sex, marital status, changes in marital status, pregnancy or parenthood. This action must include, but need not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training including apprenticeship. The Contractor shall post in conspicuous places, 34 available to employees and applicants for employment, notices setting out the provisions of this paragraph. 4.2 The Contractor shall cooperate fully with ARRC efforts which seek to deal with the problem of unlawful discrimination, and with all other ARRC efforts to guarantee fair employment practices under this contract, and promptly comply with all requests and directions from the State Commission for Human Rights or any of its officers or agents relating to prevention of discriminatory employment practices. 4.3 Full cooperation in Paragraph 4.2 includes, but is not limited to, being a witness in any proceeding involving questions of unlawful discrimination if that is requested by any official or agency of the State of Alaska; permitting employees of the Contractor to be witnesses or complainants in any proceeding involving questions of unlawful discrimination, if that is requested by any official or agency of the State of Alaska; participating in meetings; submitting periodic reports on the equal employment aspects of present and future employment; assisting inspection of the Contractor's facilities; and promptly complying with all State directives considered essential by any office or agency of the State of Alaska to insure compliance with all federal and state laws, regulations, and policies pertaining to the prevention of discriminatory employment practices. 4.4 Failure to perform under this section constitutes a material breach of the contract. 5. Cancellation/Termination. 5.1 ARRC may, for its sole convenience, cancel this contract in whole or in part, at any time by giving written notice of its intention to do so. In the event of such cancellation, Contractor shall be entitled to receive payment in accordance with the payment provisions of this contract for services rendered or charges incurred prior to the effective date of termination. Contractor shall not be paid for any work done after receipt of a notice of cancellation or for any costs incurred by Contractor's suppliers or subcontractors which Contractor could reasonably have avoided. In no event shall ARRC be liable for unabsorbed overhead or anticipatory profit on unperformed services. 5.2 In addition to ARRC’s right to cancel this contract for its convenience, ARRC may, by written notice of default to Contractor, terminate the contract in whole or in part in the following circumstances: (1) The Contractor refuses or fails to perform its obligations under the contract, or fails to make progress so as to significantly endanger timely completion or performance of the contract in accordance with its terms, and Contractor does not cure such default within a period of ten (10) days after receipt of written notice of default from ARRC or within such additional cure period as ARRC may authorize; or (2) Reasonable grounds for insecurity arise with respect to Contractor’s expected performance and Contractor fails to furnish adequate assurance of due performance (including assurance of performance in accordance with the time requirements of the contract) within ten (10) days after receipt of a written request by ARRC for adequate assurance; or (3) Contractor becomes insolvent or makes an assignment for the benefit of creditors or commits an act of bankruptcy or files or has filed against it a petition in bankruptcy or reorganization proceedings. 35 5.3 Upon receipt of a notice of cancellation or termination, Contractor shall immediately discontinue all service and it shall immediately cause any of its suppliers or subcontractors to cease such work unless the notice directs otherwise and deliver immediately to ARRC all reports, plans, drawings, specifications, data, summaries or other material and information, whether completed or in process, accumulated by Contractor in performance of the contract. In the event of termination for default, Contractor shall not be entitled to receive any further payment until the work is finished. If the unpaid balance of the amount to be paid on this contract exceeds the expense of finishing the work, compensation for additional managerial and administrative services and such other costs and damages as ARRC may suffer as a result of Contractor’s default, such excess shall be paid to Contractor. If such expense, compensation, costs and damages shall exceed such unpaid balance, Contractor shall be liable for and shall pay the differences to ARRC. The rights and remedies of ARRC provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law. 6. No Assignment or Delegation. The Contractor may not assign, subcontract or delegate this contract, or any part of it, or any right to any of the money to be paid under it, except with the prior written consent of ARRC. The hiring or use of outside services, subcontractors or consultants in connection with the work shall not be permitted without the prior written approval of ARRC. No such approval shall relieve Contractor from any of its obligations or liabilities under this contract. 7. Independent Contractor. The Contractor’s relationship to ARRC in performing this contract is that of an independent contractor and nothing herein shall be construed as creating an employer/employee relationship, partnership, joint venture or other business group or concerted action. The personnel performing services under this contract shall at all times be under Contractor’s exclusive direction and control and shall be employees of the Contractor, and not of ARRC. 8. Payment of Taxes. As a condition of performance of this contract, the Contractor shall pay all federal, state, and local taxes incurred by the Contractor and shall require their payment by any subcontractor or any other persons in the performance of this contract. Satisfactory performance of this paragraph is a condition precedent to payment by ARRC under this contract. 9. Ownership of Work Product. Except for items that have preexisting copyrights, all exhibits, drawings, plans, specifications, notes, reports, data, recommendations, artwork, memoranda and any other information prepared or furnished by Contractor to ARRC in the performance of this contract (collectively “Work Product”) shall become the property of ARRC and may be used by ARRC for any other purpose without additional compensation to the Contractor. Contractor hereby grants ARRC an irrevocable, perpetual, royalty-free, fully assignable license (with full sublicense rights) to use all proprietary and confidential information and other intellectual property that may be incorporated into any of Contractor's Work Product for ARRC. Should ARRC elect to reuse said Work Product, ARRC shall indemnify, hold harmless and defend Contractor and its subcontractors against any damages or liabilities arising from said reuse. When Work Product produced by the Contractor and its Subcontractors under this Contract are reused by ARRC, the Contractor's and Subcontractor's signatures, professional seals, and dates shall be removed. If such Work Product requires professional signature and seal, it will be signed, sealed, and dated by the professional who is in direct supervisory control and responsible for the new project for which such Work Product is being reused. 36 Contractor hereby represents and warrants to and for the benefit of ARRC and its successors and assigns that no part of its work product for ARRC will infringe any patent rights or copyrights or utilize any proprietary, confidential or trade secret information or other intellectual property for which Contractor does not have the unqualified right to grant ARRC the license and sublicensing rights referred to above. Contractor shall defend, indemnify and hold harmless ARRC, its successors and assigns, and their respective representatives, agents and employees from and against, any and all claims, defenses, obligations and liabilities which they may have or acquire under or with respect to any patent, copyright, trade secret, proprietary or confidential information, or any other form of intellectual property that may be asserted by Contractor or any other person which arises out of, results from or is based upon the manufacture, use or sale by ARRC or any of its successors or assigns of any of Contractor's work product for ARRC. ARRC shall have the right to select its legal counsel and control its defense in any litigation resulting from any such claim. 10. Governing Law. This contract, and all questions concerning the capacity of the parties, execution, validity (or invalidity) and performance of this contract, shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Alaska. 11. Alaska Executive Branch Ethics Act Requirements. No officer or employee of the State of Alaska or of the ARRC and no director of the ARRC or legislator of the state shall be admitted to any share or part of this contract or to any benefit that may arise therefrom. Contractor shall exercise reasonable care and diligence to prevent any actions or conditions which could be a violation of Alaska Statute 39.52 et seq. Contractor shall not make or receive any payments, gifts, favors, entertainment, trips, secret commissions, or hidden gratuities for the purpose of securing preferential treatment or action from or to any party. This obligation will apply to the activities of Contractor’s employees and agents in their relations with ARRC employees, their families, vendors, subcontractors, and third parties arising from this contract and in accomplishing work hereunder. Certain gratuities may be given or accepted if: (1) there is no violation of any law or generally accepted ethical standards; (2) the gratuity is given as a courtesy for a courtesy received and does not result in any preferential treatment or action; (3) the gratuity is of limited value (less than$150) and could not be construed as a bribe, payoff or deal; and (4) public disclosure would not embarrass ARRC. ARRC may cancel this contract without penalty or obligation in the event Contractor or its employees violate the provisions of this section. 12. Non-Disclosure of Confidential Information. Contractor acknowledges and agrees that for and during the entire term of this contract, any information, data, figures, projections, estimates, reports and the like received, obtained or generated by Contractor pursuant to the performance of this contract shall be considered and kept as the private, confidential and privileged records of ARRC and will not be divulged to any person, firm, corporation, regulatory agency or any other entity except upon the prior written consent of ARRC. Furthermore, upon termination of this contract, Contractor agrees that it will continue to treat as private, privileged and confidential any information, data, figures, projections, estimates, reports and the like received, obtained or 37 generated by Contractor during the term of the contract and will not release any such information to any person, firm, corporation, regulatory agency or any other entity, either by statement, deposition or as a witness except upon the express written authority of ARRC. ARRC shall be entitled to an injunction by any competent court to enjoin and restrain the unauthorized disclosure of such information. Contractor's agreement of non-disclosure as specified in this section applies except to the extent required for (1) performance of services under this contract; (2) compliance with professional standards of conduct for preservation of the public safety, health, and welfare (so long as Contractor has given ARRC prior notice of the potential hazard and ARRC has had a reasonable opportunity to correct the hazard prior to disclosure); (3) compliance with a court order or subpoena directed against Contractor (so long as Contractor has given ARRC prior notice of such and ARRC has had an opportunity to contest the same in a court of law); or (4) Contractor's defense against claims arising from performance of services under this contract. 13. Covenant Against Contingent Fees. Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this contract, and that it has not paid or agreed to pay any person, company, individual, or firm any commission, gift, percentage, fee, contingent upon or resulting from the award or making of this contract. For the breach or violation of this warranty, ARRC may terminate this contract without liability and, at its discretion, deduct from the contract price or otherwise recover the full amount of the commission, percentage, gift, or fee. 14. Standard of Performance. Contractor shall perform its services with care, skill and diligence in accordance with normally accepted industry standards and shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all reports, designs, drawings, plans, information, specifications and other items and services furnished under this Contract. Contractor shall comply with all applicable federal, state and local laws and ordinances, codes, and regulations in performing its services. If any failure to meet the foregoing standard of performance appears within one (1) year after the services are accepted by ARRC, Contractor shall, at a minimum, reperform the work at no cost to ARRC and shall reimburse ARRC for any additional costs that may be incurred by ARRC or any of its contractors or subcontractors as a result of such substandard work. If Contractor should fail to reperform the work, or if ARRC determines that Contractor will be unable to correct substandard services before the time specified for completion of the project, if any, ARRC may correct such unsatisfactory work itself or by the use of third parties and charge Contractor for the costs thereof. The rights and remedies provided for in this section are in addition to any other remedies provided by law. 15. Warranty. In the event Contractor supplies equipment, goods, materials or other supplies in addition to services under this contract, Contractor warrants that said items: (a) shall be of good quality and free from all defects and deficiencies in workmanship, material and design; (b) shall be fit, suitable and operate successfully for their intended purpose; (c) shall be new; (d) shall be free from all liens, claims, demands, encumbrances and other defects in title; and (e) shall conform to the specifications, if any, stated in the contract. Contractor shall honor all guarantees and warranties offered by the manufacturer of the equipment, goods, materials or other supplies provided under this contract. The rights and remedies provided for in this section are in addition to any other remedies provided by law. 16. Indemnification. Contractor shall defend, indemnify and hold ARRC harmless from and against all claims and actions asserted by a third party (or parties) and related damages, losses and expenses, including attorney’s fees, arising out of or resulting from the services performed or 38 neglected to be performed by Contractor or anyone acting under its direction or control or in its behalf in the course of its performance under this contract and caused by any error, omission or negligent act, provided that Contractor’s aforesaid indemnity and hold harmless agreement shall not be applicable to any liability based upon the independent negligence of ARRC. If there is a claim of, or liability for, the joint negligent error or omission of the Contractor and the independent negligence of ARRC, the indemnification and hold harmless obligation shall be apportioned on a comparative fault basis. The term “independent negligence” is negligence other than ARRC’s selection, administration, monitoring, or controlling contractor and in approving or accepting Contractor’s work. 17. Insurance. Without limiting Contractor's indemnification, it is agreed that Contractor shall purchase at its own expense and maintain in force at all times during the performance of services under this contract the following policies of insurance. Where specific limits are shown, it is understood that they shall be the minimum acceptable limits. If the Contractor's policy contains higher limits, ARRC shall be entitled to coverage to the extent of such higher limits. Certificates of Insurance must be furnished to the ARRC contracting officer prior to beginning work and must provide for a 30-day prior notice of cancellation, non-renewal or material change. Failure to furnish satisfactory evidence of insurance or lapse of the policy is a material breach and grounds for termination of the Contractor's services. 17.1 Workers' Compensation Insurance: The Contractor shall provide and maintain, for all employees of the Contractor engaged in work under this contract, worker's compensation insurance as required by applicable law. The Contractor shall be responsible for worker's compensation insurance for any subcontractor who directly or indirectly provides services under this contract. This coverage must include statutory coverage for states in which employees are engaging in work and employer's liability protection not less than $100,000 per person, $100,000 per occurrence. Where applicable, coverage for all federal acts (i.e. U.S.L. & H. and Jones Acts) must also be included. 17.2 Comprehensive (Commercial) General Liability Insurance: With coverage limits not less than $1,000,000 combined single limit per occurrence and annual aggregates where generally applicable and shall include premises-operations, independent contractors, products/completed operations, broad form property damage, blanket contractual and personal injury endorsements. Said policy shall name ARRC as an additional insured and contain a waiver of subrogation against ARRC and its employees. 17.3 Comprehensive Automobile Liability Insurance: Covering all owned, hired and non-owned vehicles with coverage limits not less than $100,000 per person/$300,000 per occurrence bodily injury and $50,000 property damage. Said policy shall name ARRC as an additional insured and contain a waiver of subrogation against ARRC and its employees. 17.4 Professional Liability (E&O) Insurance: Covering all errors, omissions or negligent acts of the Contractor, its subcontractor or anyone directly or indirectly employed by them, made in the performance of this contract which result in financial loss to ARRC. Limits required are per the following schedule: Contract Amount Minimum Required Limits Under $100,000 $ 500,000 per Occurrence/Annual Aggregate $100,000-$499,999 $1,000,000 per Occurrence/Annual Aggregate $500,000-$999,999 $2,000,000 per Occurrence/Annual Aggregate 39 Over $1,000,000 Negotiable-Refer to Risk Management 18. ARRC’s Rights Not Waived by Payment. No payment made by ARRC shall be considered as acceptance of satisfactory performance of Contractor’s obligations under this contract. Nor shall any payment be construed as acceptance of substandard or defective work or as relieving Contractor from its full responsibility under the contract. 19. Nonwaiver. A party's failure or delay to insist upon strict performance of any of the provisions of this contract, to exercise any rights or remedies provided by this contract or by law, or to notify the other party of any breach of or default under this contract shall not release or relieve the breaching or defaulting party from any of its obligations or warranties under this contract and shall not be deemed a waiver of any right to insist upon strict performance of this contract or any of the rights or remedies as to any subject matter contained herein; nor shall any purported oral modification or rescission of this contract operate as a waiver of any of the provisions of this contract. The rights and remedies set forth in any provision of this Agreement are in addition to any other rights or remedies afforded the nonbreaching or nondefaulting party by any other provisions of this contract, or by law. 20. Savings Clause. If any one or more of the provisions contained in thee contract shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this contract, but this contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 21. Headings. The headings of sections and paragraphs of this contract are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 22. Forum Selection. The parties shall not commence or prosecute any suit, proceeding or claim to enforce the provisions of the contract, to recover damages for breach or default under the contract, or otherwise arising under or by reason of the contract, other than in the courts of the State of Alaska for the Third Judicial District at Anchorage. The parties hereby irrevocably consent to the jurisdiction of said courts. 23. Conflict of Interest. Contractor shall act to prevent any actions or conditions which could result in a conflict with ARRC's best interests. This obligation shall apply to the activities of Contractor's employees and agents in their relationships with ARRC's employees, their families, vendors, subcontractors and third parties accomplishing work under this contract. 24. Publicity. Contractor shall not release any information for publication or advertising purposes relative to this contract or to the material, equipment and/or services furnished under this contract without the prior written consent of the ARRC. 25. Audit. ARRC has the right to audit at reasonable times the accounts and books of the Contractor in accordance with the provisions of ARRC Procurement Rule 1600.10. 26. Internal Controls and Record Keeping. Contractor shall keep full and accurate records and accounts of all of its activities in connection with this contract, including, without limitation, reasonable substantiation of all expenses incurred and all property acquired hereunder. 27. Force Majeure. Neither ARRC nor Contractor shall be responsible for failure to perform the terms of this contract when performance is prevented by force majeure, provided that: (1) 40 notice and reasonably detailed particulars are given to the other party and (2) the cause of such failure or omission is remedied so far as possible with reasonable dispatch. The term “force majeure” shall mean acts of God, earthquakes, fire, flood, war, civil disturbances, governmentally imposed rules, regulations or other causes whatsoever, whether similar or dissimilar to the causes herein enumerated, which is not within the reasonable control of either party and which through the exercise of due diligence, a party is unable to foresee or overcome. In no event shall force majeure include normal or reasonably foreseeable or reasonably avoidable operational delays. 28. Permits and Licenses. The Contractor shall, at its own expense, obtain all necessary permits, licenses, certifications and any other similar authorizations required or which may become required by the government of the United States or any state or by any political subdivision of the United States or of any state except where laws, rules or regulations expressly require the ARRC to obtain the same. 29. Environmental Protection. When performing all obligations under the contract, Contractor shall comply with all specific instructions of ARRC with regard to environmental concerns, regardless of whether such instructions are based upon specific law, regulation or order of any governmental authority. 30. Set Off. If ARRC has any claim against the Contractor related or unrelated to this contract, it may set off the amount of such claim against any amount due or becoming due under this contract. 31. Observance of Rules. The contractor’s personnel performing work or services hereunder on ARRC’s premises shall observe all fire prevention, security, and safety rules in force at the site of the work. 32. No Third-Party Beneficiary Rights. No provision of this contract shall in any way inure to the benefit of any third parties (including the public at large) so as to constitute any such person a third-party beneficiary of the contract or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any person not a party hereto. 33. Entire Agreement. This contract represents the entire and integrated agreement between ARRC and the Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. This contract may be amended only by a written instrument signed by both ARRC and the Contractor. 34. Key ...