Sound Transit may meet with or schedule calls with one or more of the respondents to clarify responses or receive feedback on delivery strategies.

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ISSUE DATE: October 16, 2015 REQUEST FOR EXPRESSIONS OF INTEREST (RFEI) TO DESIGN AND BUILD A SOUNDER COMMUTER RAIL MAINTENANCE BASE, AND MAINTAIN SOUNDER COMMUTER RAIL ROLLING STOCK 1. Introduction, Intent and Purpose of the RFEI Sound Transit is requesting Expressions of Interest (EOI) from designers, construction contractors and rolling stock maintenance service providers to gauge interest in proposing on the design and construction of a new Sounder Commuter Rail Maintenance Base, and Maintenance Services for Commuter Rail Rolling Stock. Sound Transit is currently evaluating three project delivery methods: Design-Bid-Build (DBB), Design-Build (DB), and Design-Build-Operate-Maintain (DBOM). Sound Transit may meet with or schedule calls with one or more of the respondents to clarify responses or receive feedback on delivery strategies. This is not a solicitation. Responses to this RFEI are not offers and will not form a binding contract between Sound Transit and the Respondent. 1.1 Background Sounder Commuter Rail has been in operation since September 2000, operating diesel-powered locomotives and bi-level push-pull passenger rail cars. Sounder primarily serves business commuters traveling from as far as Lakewood on the south end and Everett on the north end of the Central Puget Sound service area to and from Seattle (Monday through Friday). In addition, Sounder provides weekend service to special events. BNSF Railway, owner of the railway between Everett and Tacoma, provides crews for the service and dispatching of trains for the entire Sounder operation. Sound Transit owns the railway from Tacoma, through Lakewood, to Nisqually. Sounder s fleet consists of 14 locomotives, 40 coaches, and 18 cab cars with 9 more cab cars on order, scheduled to arrive in late 2016. All vehicles are currently maintained by Amtrak at their Holgate Yard in Seattle during the day with overnight storage for the four North-line trains in Everett and the six Southline trains in Lakewood. A seventh south-line train will be added in 2016. South-line commuter service operates six 7-car trains and offers ten daily round trips between Seattle and Tacoma with six daily round trips to Lakewood. Three additional round trips are planned, including a mid-day train, for implementation by late 2017 for a total of seven 7-car train sets. North-line Sounder service offers four 2 and 3-car train sets for daily round trips between Everett and Seattle. There are no service additions scheduled for the North-line. Attachment A contains a map of the Sounder service corridor. RI 0138-15 1

In 2008, voters approved expansion of Sounder service, increasing the number of round trips and capacity of each train, moving from7-car train sets to 8-car train sets. Sound Transit plans to implement this expansion. Due to the significant growth in ridership over recent years--40% in five years--sound Transit plans to seek voter approval to expand Sounder facilities to accommodate 10-car train sets for the south corridor. Both of these expansions will require the purchase of more rail rolling stock. 1.2 Definitions DBB (Design Bid Build) procurement/delivery method consisting of three contracts with Sound Transit for: 1) Design of maintenance base, consisting of yard and shop; 2) Construction of maintenance base; 3) Maintenance of Sounder Commuter Rail rolling stock fleet of locomotives and cab/coach cars in Lakewood and Everett. DB (Design - Build) procurement/delivery method consisting of two contracts with Sound Transit for: 1) Design and construction of maintenance base, consisting of yard and shop; 2) Maintenance of Sounder Commuter Rail fleet of locomotives and cab/coach cars in Lakewood and Everett. DBOM (Design Build Operate - Maintain) procurement/delivery method consisting of one contract with Sound Transit for: 1) Design and construction of maintenance yard and shop, and operation of the maintenance base, maintaining the Sounder Commuter Rail fleet of locomotives and cab/coach cars. This contract will also include the maintenance of the facility. RI 0138-15 2

2. Project Requirements 2.1 Maintenance Shop Design and Construction Requirements The new facility will be on approximately a 15 acre site and consist of a shop with a footprint of approximately 37,000 square feet. Facility elements include: Offices Locomotive and coach service bays Truck drop table 35 ton cranes Lube/compressor room Parts storeroom Health and welfare facilities such as restrooms, locker rooms, and a lunchroom kitchenette Electrical substation Hazardous material shed and waste storage Parking lot Track shop lead and shop tracks* A reconfigured access drive off of Steilacoom Boulevard Supporting facilities, such as roadway, site lighting, drainage facilities, landscaping and utility infrastructure Existing Lakewood facilities will include: Access roads Head-end power outlets Illumination Utilities (dry fire line, electrical duct bank, water line, sewer line, and communication lines) 3600 square foot Train and Engineer Crew Building and associated facilities such as parking, drainage, landscaping and building systems Yard Air Compressor Building Layover tracks* Guard booths 1500 square foot storage building Existing Everett facilities currently include: Stub track for four train sets* Toilet dump capabilities Wayside power Compressed air, water supply, and associated utilities Small office building to accommodate train and maintenance crews *All track would be maintained under a separate Sound Transit contract. The facility contractor may be responsible for all embedded shop track. See optional scopes of work under Section 2.3. RI 0138-15 3

A conceptual drawing of the Lakewood Yard and Shop is shown in Attachment B. 2.2 Rolling Stock Maintenance Service Requirements The selected rolling stock maintenance service provider will be responsible for performing all Federal Railroad Administration (FRA) required maintenance for the entire Commuter Rail fleet which includes rolling stock stored at Sound Transit s Lakewood and Everett facilities. Additional scopes of work will include light overhaul work, such as truck changes, head-end power (HEP) changes, and HVAC service. Currently Amtrak does all of the rolling stock maintenance of the entire Sounder fleet at their Holgate Yard facility on the south side of downtown Seattle. They also provide contract maintenance and coach cleaning at the two layover facilities. Sound Transit will continue to rely on Amtrak for daytime storage at Holgate. In addition, Amtrak personnel will continue to provide Sounder with fueling, switching, sanding, coach cleaning, train washing and wheel truing under the supervision of the new rolling stock maintenance service provider. The makeup of the Sounder Commuter Rail fleet is shown below. Description Quantity In Service Locomotives, F59PHI 11 1999-2003 Cab cars 18 1999-2002 Coaches 40 1999-2003 Locomotives, MP40 3 2012 Cab cars 9 2016 3. Preliminary Project Schedule Sound Transit is anticipating the following schedule milestones: RFEI Responses Due November 5th, 2015 Procurement Method Decision by Sound Transit December 2015 Environmental Clearance and Federal Transit Administration (FTA) Approval December 2015 Issue Contract Solicitation 2016 Construction 2018 to 2020 RI 0138-15 4

4. Submittal Responses to the information contain in Exhibit A and B is due by November 6, 2015, 12:00 pm Pacific Time. Please submit the requested RFEI materials as an email attachment with the subject line Sounder Yard and Shop, and Maintenance Services to Steven Johnson, Design and Construction Contracts Analyst, steven.johnson@soundtransit.org. What should NOT be submitted in your response: Do not submit proposals or offers. Do not submit capability statement, white papers, or other company marketing materials. Do not submit request to be considered for award or to be notified of a future solicitation. Do not submit questions or comments not related to this RFEI. RI 0138-15 5

ATTACHMENT A SOUNDER SERVICE CORRIDORS RI 0138-15 6

ATTACHMENT B CONCEPTUAL DRAWING OF THE LAKEWOOD YARD AND SHOPS RI 0138-15 7

Questions Sound Transit requests your responses to the questions using the form below. Company Name: Contact: Address Phone: Email: # Questions Responses Design Bid Build 1 Would you prefer separate contracts for Design, Construction, and rolling stock maintenance services (Y or N)? 2 Would you submit a proposal for Rolling Stock Maintenance services as prime or sub (P or S)? 3 Would you submit a proposal for Final Design as prime or sub (P or S)? 4 Would you submit a proposal for Construction as prime or sub (P or S)? 5 As a rolling stock maintenance service provider, would you design and provide the equipment required for maintenance activities (Y or N)? Design Build Operate Maintain (DBOM) 1 Would you prefer an RFP that is for DBOM (Y or N)? 2 Would you submit a proposal for a Design-Build--Operate Maintain (DBOM) contract as prime or sub (P or S)? Design Build (DB) 1 Would you submit a proposal for a Design-Build (D-B) contract as prime or sub (P or S)? 2 Would you prefer an RFP that is for DB with a separate contract for rolling stock maintenance services (Y or N)? 3 Indicate the minimum term that would be attractive for a rolling stock maintenance contract. 4 Indicate the preferred term that would be attractive for a rolling stock maintenance contract. 5 As a rolling stock maintenance service provider, would you assist in the design of the facility during pre-construction (Y or N)? RI 0138-15 8

EXHIBIT B Narrative Responses Sound Transit requests your responses to the following items on corporate letterhead. Responses to Exhibit B Questions are limited to a total of five (5) single-sided pages using 12 pt. Arial font for all questions. 1) Briefly describe your experience and role in DB contracts for similar facilities. 2) Briefly describe your experience and role in provision of rolling stock maintenance services. 3) Briefly describe your experience and role in DBOM contracts including rolling stock maintenance services. 4) What factors would influence your participation in a contract that is DBB, DB or DBOM? 5) Provide specific steps that Sound Transit could take to incentivize innovation and reduce costs, such as through an Alternative Technical Concept mechanism in the proposal process or other mechanisms the Respondent has utilized on similar projects. 6) Identify and discuss topics or issues regarding this project that Respondents believe are important to address for the DBB, DB or DBOM procurement methods. 7) Describe lessons learned from previous similar projects. RI 0138-15 9