4 World Trade Center 150 Greenwich Street, 21st Floor New York, NY 10007

February 6, 2017

SUBJECT: REQUEST FOR PROPOSALS FOR THE PERFORMANCE OF EXPERT PROFESSIONAL PRELIMINARY DESIGN SERVICES FOR THE INITIAL DESIGN OF AIRTRAIN AT LAGUARDIA AIRPORT AS REQUESTED ON AN "AS-NEEDED" BASIS AND OPTIONAL TECHNICAL ADVISORY SERVICES ON AN “AS-NEEDED” BASIS (RFP #48565)

Dear Sir or Madam:

The Port Authority of New York and New Jersey (the “Authority”) hereby invites your Proposal for providing the subject services, as further described in Attachment A, attached hereto and made a part hereof. You should carefully review the attached Agreement as it is the form of agreement that the Authority intends that you sign in the event of acceptance of your Proposal and forms the basis for the submission of Proposals.

Proposers are advised that the selected Proposer’s (Consultant’s) services shall be provided in two phases. Phase 1 consists of as-needed preliminary design services for the initial design of the AirTrain. Phase 2 consists of as-needed technical advisory services during design, procurement, construction, and installation of the AirTrain System. At this time, Phase 2 services shall be considered optional, at the sole discretion of the Authority. Services under Phase 2 may be requested only if the Authority’s Board of Commissioners deems the project feasible and authorizes the construction of an AirTrain.

Proposers are advised that the Authority has determined that performance of the services contemplated hereunder will give rise to the existence, or the appearance, of a conflict of interest, and accordingly, the firm(s) selected for performance of the subject services will be expressly precluded from participation in, or the performance of, other LaGuardia Airport AirTrain contracting opportunities.

I. PROPOSER REQUIREMENTS

The Authority will consider proposals only from those firms who meet the following criteria:

A. Successful completion of at least one (1) major rail design and construction oversightproject that included design, planning and technical functions, and oversight of theconstruction of the project, that is similar in scope and complexity as the servicescontemplated in this RFP. The project must have included work on both the systems andinfrastructure components (including rolling stock) of the project, and had a minimumconstruction value of $300 million (adjusted for inflation/deflation), and been completedwithin the past fifteen (15) years.

B. Successful completion (or currently under construction) of a minimum of two (2) designand/or implementation oversight projects consisting of either an airport rail connector orairport people mover (APM) or light/heavy rail, with minimum total project values of $250million each.

A determination that a Proposer meets the forgoing requirements is no assurance that the Port Authority will select the Proposer for performance of the subject services. The Port Authority will not consider those firms that do not meet these requirements.

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II. PROPOSAL REQUIREMENTS

To respond to this RFP, submit a concise proposal complying with each of the following basic format criteria:

A. To be acceptable, a Proposal cannot be more than forty (40) pages on single-sided (or 20 pages double sided) using 12 point or greater Arial or Times New Roman font size. The page limit excludes resumes and tab dividers and pertains only to Letters F and G (excluding MBE and WBE Participation Plan) in Section III, below. Using 12-point or greater font size, each resume may only be 2-pages single-sided (or 1-page, double-sided) for all proposed staff except the Project Manager; the resume for the Project Manager may shall not exceed 4 pages. The Proposal pages must be numbered and bound, or in a 3-ring binder, with “Your Firm Name”, and RFP Number 48565 clearly indicated on the cover.

B. Separate each section of the Proposal with a tab divider labeled in accordance with the letter and Task of the corresponding requirement specified below.

C. All Proposals must be delivered in sealed envelopes or packages addressed to: The Port Authority of New York and New Jersey, Attention: RFP Custodian, 4 World Trade Center (4WTC) 150 Greenwich Street, 21St Floor, New York NY 10007. Do not address your Proposal to any other name. Clearly mark the solicitation number on the outermost package. You are requested to submit one (1) reproducible original and nine electronic (flash drive) copies of your Proposal for review. Each electronic copy of the Proposal shall be made into one (1) complete, searchable PDF file, and each electronic copy shall be conspicuously marked or labeled with the Proposer’s name and RFP number 48565. In case of conflict, the reproducible original of the Proposal shall take precedence over material on the flash drive.

D. In each submission to the Authority, including any return address label, information on the flash drive and information on the reproducible original and copies of the proposal, the Proposer must use its FULL LEGAL NAME WITHOUT ABBREVIATIONS. Failure to comply with this requirement may lead to delays in agreement award and payments, which will be the responsibility of the Proposer.

E. Your Proposal must be received in sufficient time so that the Authority receives it no later than 2:00 p.m. on March 6, 2017. The outermost cover of your submittal must include the RFP Number and the RFP title as indicated in the “Subject” above. The Authority assumes no responsibility for delays caused by any delivery services.

F. If your proposal is to be hand-delivered, note that only individuals with proper identification (e.g. photo identification) will be permitted access to the Authority’s offices. Individuals without proper identification will be turned away and their packages not accepted. There is extensive security at the World Trade Center Site. You must present a valid government-issued photo ID to enter 4 WTC. Individuals without packages or carrying small packages, envelopes or boxes that can be conveyed by hand or on a hand truck may enter through the lobby. All packages, envelopes and boxes may be subject to additional security screening. There is no parking available at 4 WTC/150 Greenwich Street, and parking in the surrounding area is extremely limited. Express carrier deliveries by commercial vehicles may be made only via vendors approved by Silverstein Properties, the WTC Property Manager, through the Vehicle Security Center (VSC). Presently, UPS is the only delivery vendor with approved recurring delivery times. UPS makes deliveries to 4 WTC around 9:30 a.m. each day. Please plan your submission accordingly. As

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additional express carriers may be approved by Silverstein Properties and scheduled for recurring delivery times with the VSC, this information may be updated. Under certain circumstances, a solicitation may allow for a commercial vehicle to be approved to make a delivery in accordance with the VSC procedures. If applicable, the specific solicitation document will include that information. The Port Authority assumes no responsibility for delays, including, but not limited to, delays caused by any delivery services, building access procedures, or security requirements.

III. SUBMISSION REQUIREMENTS:

To respond to this RFP, your firm must provide the following information:

A. In the front of your Proposal, a copy of Attachment B (Agreement on Terms of Discussion),signed by an officer of your company

B. A completed Company Profile (Attachment C)

C. Transmittal Letter

(i) Each Proposer shall submit a transmittal letter on its letterhead, signed by an authorizedrepresentative, demonstrating compliance with each of the “Proposer Requirements”.If your firm’s compliance with the “Proposer Requirements” is not included in thistransmittal letter, even if your firm’s compliance is listed elsewhere in the proposal,your proposal will not be considered further. Do not include resumes here. Resumesmust be submitted under letter D, below.

(ii) Your transmittal letter must also include a statement indicating whether your firm isproposing as a single entity or as a joint venture. All the qualification informationrequired for a single entity must be submitted for each participant in the joint venture.If proposing as a common law joint venture, all participants in the joint venture mustbe bound jointly and severally, and each participant must execute the Proposal. If ajoint venture is deemed qualified to receive an invitation to deliver a formalpresentation of how it proposes to provide the services outlined in this RFP, the jointventure must be composed of the same participants as were in the joint venture whenit submitted its Proposal. No substitution of participants will be allowed without theadvance written permission of the Authority. Submit a copy of any written agreementor understanding, which exists between each party to the joint venture as part of theProposal. If no written agreement or understanding exists, the lead propose must beidentified and the joint venture must include in its proposal a written statementexplaining how the joint venture will fulfill the requirements of this Agreement. Thisexplanation must fully discuss and identify the responsibility of each party to the jointventure for performing the work outlined in Attachment A, and for providing therequired insurance coverages.

D. Qualifications and Experience of Staff

In this section, detail the experience of key individuals (including subconsultants, if any)to be responsible for the successful completion of the contemplated services. Prepare anorganization chart for this project that identifies key individuals, their titles, their firm andoffice address, their function, task responsibility and reporting relationships. Attach adetailed resume for each key individual that includes his/her educational background,chronological history of employment, relevant licenses and certifications. The resumes

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shall clearly identify the years of experience in the field related to the tasks for which the individual will be responsible, as well as his/her specific role if any, in performance of the project(s) identified in response to Section I, above.

The Project Manager should be able to demonstrate experience with managing and leading a multi-technical staff of engineers, designers, and architects. Experience should include a minimum of five (5) years in the design of airport rail connectors, airport people movers, light rail or commuter rail-related structures (bridges, platforms, station, etc.).

E. Firm Experience

Provide documentation of Firm's (including subconsultants, if any) Qualifications andExperience, which shall include projects similar in size and scope to that of this RFP,including, but not be limited to, a list of entities for which similar services have beenprovided. Provide a list of at least two projects and contacts for the Authority to confirmprovided information. Information shall be presented in a table prepared by you, to includebut not be limited to, the following for each project:

1. Project Title2. Client3. Other entities assisting in the project4. Project Manager5. Key personnel participants6. Date started7. Date completed8. Construction cost9. Specific services provided10. Project Statistics including: length of system, number of stations, fleet size,

technology utilized, vendor that provided the system. Also describe whether theproject was delivery using design-build, design-build-maintain, and if the systemvehicles were procured together as part of the project or separately.

F. Technical Approach

(i) Submit a detailed description of the proposed technical approach to be taken forperformance of the required services for each task in Attachment A, and a schedule forcompletion of said tasks, including milestones associated with each task. The scheduleshall be developed based on the overall Program Schedule Milestones noted in theBackground Section of Attachment A. Factors addressed in your technical approachshall include, but are not limited to, your firm’s ability to quickly mobilize the proposedstaff to perform services after Agreement execution, your proposed methodology andstrategy for performing the services in Attachment A, as well as any specific softwareor other technology you may employ in the performance of these services.

(ii) As part of your technical approach, prepare a staffing analysis for performance of eachtask in Attachment A, using the Excel spreadsheet in the following link: AttachmentD (Staffing Analysis Sheet). Include names, titles, multipliers, actual hourly pay ratesand billing rates (for principals and partners) of staff to be assigned to the performanceof each task, and the total number of hours to be spent by each of them in theperformance of each task, including out-of-pocket (direct) expenses, if any. Please notethat allowable out-of-pocket expenses shall not include daily commutation or housing

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costs or any relocation costs that may be incurred by proposed staff in performance of the contemplated services.

(iii) The “multipliers” referred to in the second and fifth lines of subparagraph (7A) of theaccompanying Agreement, including a breakdown of said multipliers, indicating all ofits components (e.g., vacation, holiday, sick pay, workers’ compensation, office rent,insurance, profit).

(iv) If proposing the use of subconsultant(s), include the terms and conditions for theircompensation (including their multipliers and/or billing rates as appropriate), theirPort-Authority-certified Minority/Women-owned Business Enterprise (MBE/WBE)status and the technical qualifications of their key personnel to be assigned to thesubject project.

G. Management Approach

A detailed description of the proposed management approach to be taken for performanceof the required services for each task in Attachment A. Factors addressed in yourmanagement approach shall include, but are not limited to: your proposed organizationalstructure to be responsive to the Authority’s needs; your proposed approach and schedulefor keeping the Authority apprised of the project status; and your proposed approach toensuring the quality and timeliness of the work product to be produced.

Your attention is directed to Paragraph 20 of the Agreement in which the Authority hasstated the MBE/WBE goals for participation in this project. Submit details on how youintend to meet these goals. A listing of Port Authority certified MBE/WBE firms will beprovided upon request. The Consultant shall include its MBE/WBE Participation Plan(Form PA 3760C) with its Proposal, to be reviewed and approved by the Authority’s Officeof Business Diversity and Civil Rights (OBDCR). The MBE/WBE Plan submitted by theConsultant to the Authority shall contain, at a minimum, the following:

Identification of MBE/WBEs: Provide the names and addresses of all MBE/WBEsincluded in the Plan. If none are identified, describe the process for selecting participantfirms in order to achieve the good faith goals under this Contract.

Level of Participation: Indicate the percentage of MBE/WBE participation expected tobe achieved with the arrangement described in the Plan.

Scope of Work: Describe the specific scope of work the MBE/WBEs will perform.

All MBE/WBE subconsultants listed on the MBE/WBE Participation Plan must be certified by the Authority in order for the Consultant to receive credit toward the MBE/WBE goals set forth in this Agreement. Please go to http://www.panynj.gov/business-opportunities/supplier-diversity.html to search for MBE/WBEs by a particular commodity or service. The Authority makes no representation as to the financial responsibility of these firms or their ability to perform work under this Agreement.

Subsequent to Agreement award, all changes to the MBE/WBE Participation Plan must be submitted via a modified MBE/WBE Participation Plan to the Manager for review and approval by OBDCR. For submittal of modifications to the MBE/WBE Plan, Consultants

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are directed to use form PA3760D. The Consultant shall not make changes to its approved MBE/WBE Participation Plan or substitute MBE/WBE subconsultants or suppliers for those named in their approved plan without the Manager’s prior written approval. Unauthorized changes or substitutions, including performing the work designated for a subconsultant with the Consultant’s own forces, shall be a violation of this section. Progress toward attainment of MBE/WBE participation goals set forth herein will be monitored throughout the duration of the Agreement.

The Consultant shall also submit to the Project Manager, along with invoices, the Statement of Subcontractor Payments in the form of the MBE/WBE Participation Report, which may be downloaded at http://www.panynj.gov/business-opportunities/become-vendor.html. The Statement must include the name and business address of each MBE/WBE subconsultant and supplier actually involved in the Agreement, a description of the work performed and/or product or service supplied by each such subcontractor or supplier, the date and amount of each expenditure, and such other information that may assist the Project Manager in determining the Consultant’s compliance with the foregoing provisions.

MBE/WBE Conditions of Participation

MBE/WBE participation will be counted toward meeting the MBE/WBE agreement goal, subject to all of the following conditions:

1. Commercially Useful Function: An MBE/WBE is considered to perform a commerciallyuseful function when it is responsible for the execution of a distinct element of work on acontract and carries out its responsibilities by actually performing, managing, andsupervising the work involved in accordance with normal industry practice. Regardless ofwhether an arrangement between the Consultant and the MBE/WBE represent standardindustry practice, if the arrangement erodes the ownership, control or independence of theMBE/WBE or in any other way does not meet the commercially useful functionrequirement, that firm shall not be included in determining whether the MBE/WBE goal ismet and shall not be included in MBE/WBE reports. If this occurs with respect to a firmidentified as a MBE/WBE, the Consultant shall receive no credit toward the MBE/WBEgoal and may be required to backfill the participation. An MBE/WBE does not perform acommercially useful function if its role is limited to that of an extra participant in atransaction or contract through which funds are passed in order to obtain the appearance ofMBE/WBE participation. An MBE/WBE may rebut a determination by the Authority thatthe MBE/WBE is not performing a commercially useful function to the Authority.

2. Work Force: The MBE/WBE must employ a work force (including administrative andclerical staff) separate and apart from that employed by the Contractor, otherSubcontractors on the contract, or their Affiliates. This does not preclude the employmentby the MBE/WBE of an individual that has been previously employed by another firminvolved in the Contract, provided that the individual was independently recruited by theMBE/WBE in accordance with customary industry practice. The routine transfer of workcrews from another employer to the MBE/WBE shall not be allowed.

3. Supervision: All Work performed by the MBE/WBE must be controlled and supervisedby the MBE/WBE without duplication of supervisory personnel from the Consultant, othersubconsultants on the agreement, or their Affiliates. This does not preclude routinecommunication between the supervisory personnel of the MBE/WBE and other supervisorsnecessary to coordinate the Work.

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Counting MBE/WBE Participation

The value of the Work performed by an MBE/WBE, with its own equipment, with its own forces, and under its own supervision will be counted toward the goal, provided the utilization is a commercially useful function. An MBE/WBE prime contractor shall still provide opportunities for participation by other MBE/WBEs. Work performed by MBE/WBEs will be counted as set forth below. If the Authority determines that some or all of the MBE/WBEs work does not constitute a commercially useful function, only the portion of the work considered to be a commercially useful function will be credited toward the goal.

1. Subconsultants: One hundred percent (100%) of the value of the Work to be performedby an MBE/WBE subconsultant will be counted toward the MBE/WBE goal. The value ofsuch Work includes the cost of materials and supplies purchased by the MBE/WBE, exceptthe cost of supplies or equipment leased from the Consultant, other subconsultants or theiraffiliates will not be counted. When a MBE/WBE subcontracts part of the work of itscontract to another firm, the value of the subconsultant work may be counted towardMBE/WBE goals only if the MBE/WBE subconsultant is itself a MBE/WBE. Work that aMBE/WBE subconsultants to a non-MBE/WBE firm does not count toward MBE/WBEgoals.

2. Material Suppliers: Sixty percent (60%) of the expenditure to a MBE/WBE materialsupplier will be counted toward the MBE/WBE goal. Packagers, brokers, manufacturer’srepresentatives, or other persons who arrange or expedite transactions are not materialsuppliers within the meaning of this paragraph.

3. Broker’s/Manufacturer’s Representatives: One hundred percent (100%) of fees orcommissions charged for assistance in the procurement of the materials and supplies, orfees for transportation charges for the delivery of materials or supplies provided by anMBE/WBE broker/manufacturer’s representative will be counted toward the MBE/WBEgoal, provided they are determined by the Authority to be reasonable and not excessive ascompared with fees customarily allowed for similar services. The cost of the materials andsupplies themselves will not be counted.

4. Services: One hundred percent (100%) of fees or commissions charged by anMBE/WBE for providing a bona fide service, such as professional, technical, consultant,or managerial services, or for providing bonds or insurance specifically required for theperformance of the Work will be counted toward the MBE/WBE goal, provided the fee isreasonable and not excessive as compared with fees customarily allowed for similarservices.

5. Joint Venture: Joint ventures between MBE/WBEs and non-MBE/WBEs may becounted toward the MBE/WBE goal in proportion to the total dollar value of theAgreement equal to the distinct, clearly defined portion of the work of the contract thatthe MBE/WBE performs with its own forces. Contact OBDCR at (201) 395-3958 formore information about requirements for such joint ventures.

H. A complete list of your firm’s affiliates.

I. If the Proposer or any employee, agent or subconsultant of the Proposer may have, or maygive the appearance of a possible conflict of interest, the Proposer shall include in itsProposal a statement indicating the nature of the conflict. The Authority reserves the rightto disqualify the Proposer if, in its sole discretion, any interest disclosed from any source

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could create, or give the appearance of, a conflict of interest. The Authority's determination regarding any question(s) of conflict of interest shall be final.

J. The Proposer is expected to agree with the form of Agreement. The Proposer shouldtherefore not make any changes in the Agreement nor restate any of its provisions in yourProposal or supporting material. However, if the Proposer has any specific exceptions,such exceptions should be set forth in a separate letter included with its response to thisRFP. The Authority is under no obligation to entertain or accept any such specificexceptions. Failure to raise issues at the time of Proposal submission shall preclude theraising of such issues at a later time. The selected Consultant(s) shall comply with therequirements of the Agreement and all of its terms and conditions.

IV. SELECTION PROCESS

The review, rating and ranking of Proposals will be based upon the following technical criteria(listed in order of importance), and subsequently cost, as appropriate. After consideration ofthese factors the Authority may enter into negotiations with the firm (or firms) deemed bestqualified in terms of the forgoing factors to perform the required services:

A. Qualifications and experience of the staff performing services hereunder;

B. Qualifications and experience of the firm(s);

C. Technical Approach for the performance of the contemplated services; and

D. Management approach for the performance of the contemplated services.

V. ORAL PRESENTATIONS

After review of all proposal submissions, an oral presentation to the selection committee andothers, as appropriate, may be requested. It should be noted that firms selected to makepresentations might be given brief advance notice. Presentations will be limited to 30 minutes,and shall include the material contained in your proposal. The presentation will be followedby an approximately 40-minute question and answer session. The proposed Project Manager,who may be supported by no more than five (5) other senior staff members who are proposedto work on this project, shall lead proposer’s staff providing the presentation. Please providethe name and e-mail address of the person who should be contacted for presentationscheduling, if applicable, as well as an alternate in the event that person is unavailable.

VI. SECURITY REQUIREMENTS

The Authority will provide certain documents to those firms deemed solely by the Authorityas bona fide proposers interested in responding to this RFP. In order to be deemed a bona fideproposer and receive these documents, a firm must first submit the following to the SolicitationManager listed in Section VII below (firms may send a PDF attachment of the requireddocuments to the Solicitation Manager via email: jsummerville@panynj.gov), with an originalhard copy containing original signatures to the address provided in Section II.C. above:

A. A letter of intent to propose on this RFP, signed by a principal of the firm on firmletterhead.

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B. A completed Attachment C (Company Profile). Please note the documents will be eitheremailed or sent via overnight post (encrypted, password protected file only) to the contactprovided by the firm in Attachment C (Line 10).

C. A notarized affirmation signed by a principal of the firm that contains the followingcertification:

(1) the information provided by the Authority will be kept in confidence;

(2) the information provided will be used only for the purpose of addressing therequirements of the RFP, and for obtaining pricing information required to submit aproposal; and

(3) the information provided will be destroyed in the event of notification that thefirm(s) was not awarded a contract for the work to be performed under thisAgreement.

E-mailed PDF requests should be received no later than 2:00 p.m. EST on January 30, 2017.The Authority anticipates, but does not guarantee, that it will provide certain documents to therequestor within seventy-two hours of receipt of the emailed PDF request.

Submission of any information requested in accordance this Section is separate and apart from that also requested elsewhere in this RFP. If the information is also required under any section of the RFP, including, but not limited to, Proposer Requirements and Proposal Requirements, the information must also be submitted with the firm’s proposal. Submission of such information with respect to requesting the documents, as set forth in this Section, will not constitute submission of the information for purposes of the RFP. The Authority’s determination as to whether a requestor of these documents is deemed a bona fide proposer and therefore eligible to receive the documents shall be final.

VII. ADDITIONAL INFORMATION

If your firm is selected for performance of the subject services, the agreement you will be askedto sign will include clauses entitled “Certification of No Investigation (Criminal Or Civil Anti-Trust), Indictment, Conviction, Debarment, Suspension, Disqualification and Disclosure OfOther Information” and “Non-Collusive Proposing, And Code Of Ethics Certification;Certification Of No Solicitation Based On Commission, Percentage, Brokerage, Contingent OrOther Fees”. By submitting a Proposal, the firm shall be deemed to have made thecertifications contained therein unless said firm submits a statement with its Proposalexplaining why any such certification(s) cannot be made. Such a submission shall be submittedin a separate envelope along with your Proposal, clearly marked “CERTIFICATIONSTATEMENT”.

It is Authority policy that its consultants, contractors and vendors comply with the legalrequirements of the States of New York and New Jersey. Your attention is therefore called toNew York State’s requirements that certain contractors, affiliates, subcontractors andsubcontractors’ affiliates register with the New York State Department of Taxation andFinance for the purpose of collection and remittance of sales and use taxes. Similarly, New

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Jersey requires business organizations to obtain appropriate Business Registration Certificates from the Division of Revenue of the State’s Department of the Treasury.

Proposers are advised that additional vendor information, including, but not limited to forms, documents and other related information may be found on the Authority website at: www.panynj.gov/business opportunities/become-vendor.html.

Should your firm have any questions, please e-mail them to Mr. James Summerville, the manager for this solicitation, at jsummerville@panynj.gov. All such emails must have “RFP #48565” in the subject line. All questions must be received at least five (5) working days prior to the Proposal due date. Neither Mr. Summerville nor any other employee of the Authority is authorized to interpret the provisions of this RFP or accompanying documents or to give additional information as to their requirements. If interpretation or additional information is required, it will be communicated by written addendum issued by the Procurement Department, and such addendum shall form a part of this RFP, or the accompanying documents, as appropriate.

Proposal preparation costs are not reimbursable by the Authority, and the Authority shall have no obligation to a firm except under a duly authorized agreement executed by the Authority.

No rights accrue to any Proposer except under a duly authorized agreement for performance of the specified services.

The Authority reserves the unqualified right, in its sole and absolute discretion, to reject all Proposals, to undertake discussions and modifications with one or more Consultants and to proceed with that Proposal or modified Proposal, if any, which in its judgment will, under all the circumstances, best serve the public interest.

Sincerely,

David Gutiérrez, CPPO Assistant Director Procurement Department

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