Commuter rail operating agreement

The Operator shall maintain all buildings and trailers free of leaks and in a Good Working Condition. The Operator shall keep all exterior surfaces clean and free of graffiti as provided in Section 3.1.5 of this Schedule 3.2 (Engineering Services). The Operator shall keep the areas surrounding the buildings and trailers free and clear of debris.

The Operator shall inspect, maintain, and repair or replace as necessary all hydrants, hoses, pumps, and water distribution systems so that they are in a Good Working Condition at all times.

The Operator shall ensure that all lighting systems, fences, crosswalks, parking lots, and roadways are maintained in a Good Working Condition.

The Operator shall inspect, maintain and repair sewage/septic systems. The Operator shall provide septic tank pumping and septic system maintenance. The Operator shall ensure that proper wastewater pre-treatment is performed through the services of the Environmental Subcontractor as described in Schedule 3.8 (Environmental Services) of this Agreement.

The Operator shall inspect, maintain, and repair all electrical sub-stations and electrical systems in a Good Working Condition including, but not limited to the layover ground power receptacles at the CRMF, Readville Yard, North Station, the Commuter Rail portions of Southampton Street Yard, Greenbush and Pawtucket Yard.

The Operator shall perform rubbish removal weekly, or more frequently as necessary, at all layover facility locations on the Service Property.

The Operator shall inspect, maintain and repair toilet dumping stations on a scheduled basis and repair any defects within 5 days of notification. Toilet dump stations shall be emptied by the Operator on a regular scheduled basis and shall not be allowed to become overfull or unavailable for use due to failure to drain them on a timely basis.

The Operator shall inspect, maintain, repair and empty any oil/water separators and drip pans through the services of the Environmental Subcontractor as described in Schedule 3.8 (Environmental Services) of this Agreement.

The Operator shall inspect, maintain, repair and ensure the continuous availability of all stationary in-ground air supply systems at all layover facilities so equipped. This shall include all air compressors, air driers, exposed and buried manifolds and piping, valves and fittings, electrical control apparatus, power supplies, hoses and any other associated apparatus or components of such systems. All such air supply systems shall be kept drained and free of moisture at all times. When additional air supply systems are commissioned at layover facilities, the additional inspection and maintenance responsibilities shall be handled as a Change.

Buildings, Facilities, and Stations

The Operator shall be responsible for the inspection, management and maintenance of all buildings, facilities and stations. Buildings and facilities are provided strictly for the performance of Agreement Services. No other use is authorized by this Agreement.

All equipment and appurtenances shall be kept in a Good Working Condition by the Operator in accordance with industry standards and the operating and maintenance manuals. If the operating and maintenance manuals are not available, the Operator shall secure them if possible. The Operator shall maintain, repair or replace all facility equipment so that it performs in a Good Working Condition.

The Operator shall determine the warranty status of station, building, and facility equipment and appurtenances, and administer any warranties in effect. The Operator shall administer and pursue warranty claims on behalf of the MBTA. The Operator must anticipate the need to perform reimbursable warranty work. If the Operator fails to adequately protect MBTA’s warranty interests, as solely determined by the MBTA, all costs arising from such failure shall be the responsibility of the Operator.

The Operator shall input data into the Commuter Rail IT Environment regarding inspection and maintenance activities on the Southside S&I Facility, Abington, West Cambridge, Cobble Hill, and Readville Engineering and Mechanical facilities in a level of detail equivalent to that for CRMF.

Station Inspections and Removal of Deficiencies

Within 90 days after NTP, the Operator shall provide a station inspection form (ODRL 3.2-024) for MBTA’s approval. The Operator shall make whatever revisions to the form that MBTA requests, finalize the form and add the items contained on the form to the Commuter Rail IT Environment.

The Operator shall inspect each station on the Service Property at least once per calendar quarter using the MBTA approved station inspection form. The results of each inspection shall be entered into the Commuter Rail IT Environment and shall be available to the MBTA at anytime (ODRL 3.2-025).

The Operator shall restore, repair or replace all noted deficiencies within one week after the inspection. Exceptions shall require the prior written approval of the MBTA Chief Engineer. Deficiencies which present a safety hazard to the public shall be corrected immediately.

Building and Facility Inspections and Removal of Deficiencies

Within 90 days after NTP, the Operator shall submit to the MBTA for review and approval a preliminary Support Property and Facilities Maintenance Plan (ODRL 3.2-026) which describes the Operator’s proposed plan for operating and maintaining the MBTA’s facilities, equipment and appurtenances. The preliminary plan shall address, at a minimum, proposed staffing, operation, maintenance, safety, regulatory, and evacuation plans for each of the major facilities. The Support Property and Facilities Maintenance Plan (ODRL 3.2-027) shall be part of the Engineering Services Plan, updated accordingly and subject to the same process as the Engineering Services Plan. It shall include annual maintenance projects, additions, modifications and upgrades to existing facilities and a long-range (at least a three year forecast) facility plan which shall include an inventory of improvements to accommodate maintenance and repair of the revenue fleet. The annual maintenance plan shall also include budgeted and prioritized preventive maintenance projects for structures and installed equipment such as cranes, wheel machines, drop pits, car washers, and similar equipment.

The Operator shall implement the Support Property and Facilities Maintenance Plan upon the Agreement Services Commencement Date.

Within 90 days after NTP, the Operator shall provide a facility inspection form (ODRL 3.2-028) for MBTA's approval. The Operator shall make revisions to the form as MBTA requests, finalize the form and add the items contained on the form to the Commuter Rail IT Environment.

The Operator shall inspect each facility on the Service Property at least once per calendar quarter using the MBTA approved facility inspection form. The results of each inspection shall be entered into the Commuter Rail IT Environment. The Operator shall restore, repair or replace all noted deficiencies within one week after each inspection. Exceptions shall require the prior written approval of the MBTA Chief Engineer. Deficiencies which present a safety hazard to the public shall be corrected immediately. The Operator shall perform all inspection, maintenance and repair services for CRMF and associated facilities, equipment and appurtenances in accordance with the Support Property and Facilities Maintenance Plan. For other major facilities, the Operator shall evaluate the maintenance requirements at each facility, determine the appropriate industry standards and warranties that cover each facility, and maintain each facility according to those requirements, standards and warranties. The Operator shall not leave Support Property disconnected, jumpered, defective, locked out, or otherwise inoperative without prior notification to and written authorization from the MBTA. Any parts or material required to secure or restore Support Property that is out of service must be identified and included in the “None On Hand” process described in Schedule 3.4 (Materials Management and Procurement) of this Agreement.

Rolling Stock Support Equipment

The Operator shall have responsibility for the operation, inspection, maintenance and repair of all shop equipment used primarily for the inspection, maintenance and repair of the Rolling Stock Fleet (“rolling stock support equipment” or “RSSE”).

The Operator shall identify and perform a condition assessment (ODRL 3.2-029) within 120 days after NTP of all shop equipment designated as RSSE. This shall include, but not be limited to jacks; hoists; bridge cranes; jib cranes; drop tables; lathes, milling machines, drill presses and other machine shop equipment; wheel truing machines; train wash equipment; winches; car progression systems; and other equipment and apparatus the Operator deems RSSE (with MBTA concurrence required). This assessment shall include an estimate of the remaining life expectancy of each piece of RSSE. This assessment shall thereafter be updated as part of the annual Engineering Services Plan (ODRL 3.2-030).

The Operator shall develop and implement, based on the condition assessment and subject to MBTA review and approval a Good Working Condition Program for all RSSE (ODRL 3.2-031). This shall include periodic inspection and maintenance for each piece of equipment as well as scheduled repairs required in order to bring all pieces of RSSE to a Good Working Condition. The initial program shall be submitted for review and approval no later than 120 days after the Mobilization Commencement Date. The program shall thereafter be updated as part of the annual Engineering Services Plan.

The Operator shall develop and implement, subject to MBTA review and approval, a Rolling Stock Support Equipment Normal Replacement Program (ODRL 3.2-032). This program shall recommend specific pieces of RSSE to be replaced when its life expectancy has expired and further repair or refurbishment no can no longer be economically justified or fundamental elements of such equipment reaches a state of excessive wear or deterioration. The initial program shall be submitted 6 months after the Mobilization Commencement Date and thereafter be updated as part of the annual Engineering Services Plan.

The Operator shall include an annual allocation of $100,000 within the Annual Fee to support the RSSE Normal Replacement Program. This is not intended to limit the annual normal replacement of RSSE to $100,000, but is intended as a guaranteed source of funding for such replacement, to be expended as approved by the MBTA. Funding for normal replacement of RSSE is in excess of $100,000 per Agreement year may be requested as Supplemental Work.

Building and Facility Operation

The Operator shall have general responsibility for the daily operation and maintenance of the buildings and facilities comprising the Service Property, including, but not limited to, opening and closing the buildings and facilities as needed, lights, locks, heat, air conditioning, pest control, cleaning, and snow removal and other duties agreed to by the Operator and the MBTA in the Support Property and Facilities Maintenance Plan. The Operator shall publish the times and days that each building and facility is open for use (ODRL 3.2-033) and update the schedule whenever there is a change, but not less than annually.

The Operator shall comply fully with the terms and conditions of any manufacturer’s or the Operator’s maintenance and service schedules, and shall not jeopardize any manufacturer’s or the Operator’s warranty covering any portion of Support Property except under the direction of MBTA.

The Operator shall open the buildings and facilities for operations each day and close the buildings and facilities when operations conclude each day. Opening and closing the buildings and facilities includes unlocking and locking doors, unlocking and locking security gates, turning lights on and off, activating and shutting down HVAC and other necessary systems, opening and closing the elevators at all stations, as applicable and otherwise preparing the buildings and facilities to perform the Agreement Services.

The Operator shall ensure that there is adequate lighting for the buildings and facilities during operating hours in accordance with applicable federal, state and local rules to provide a safe work environment and that those lights are turned off when not in use. This includes turning lights on and off, replacing light bulbs and ballast, and performing routine maintenance to lighting systems, as necessary.

The Operator shall ensure that there is adequate heating, ventilation, and air conditioning to provide a safe and comfortable work environment for Operator Personnel and the MBTA. This includes activating and shutting down the HVAC systems when the building is not in use and performing routine maintenance (including window maintenance) to keep the HVAC operational and efficient.

The Operator shall keep the buildings and facilities (including floors, work areas, and windows) clean and in a Good Working Condition, free from trash, debris, and graffiti. The Operator shall promptly remove all trash, debris, and graffiti and in compliance with Sections 3.1.1 to 3.1.5 of this Schedule 3.2 (Engineering Services).

The Operator is responsible for all office cleaning except for MBTA office space at the CRMF.

Station Cleaning

The Operator shall submit a schedule for station cleaning activities (ODRL 3.2-034), prioritizing the activities by level of station use, as part of the Station, Building and Facility Maintenance Program described in Section 5.9 (General Building, Facility and Station Maintenance) of this Schedule 3.2 (Engineering Services). This schedule shall be published not less than annually and be included in the annual Engineering Services Plan. Cleaning shall be performed at intervals of no more than two weeks apart for the least used stations. It shall be done more often for stations with more use. The Operator shall submit a report of its cleaning activities each month (ODRL 3.2-035).

The Operator shall keep all exterior and interior surfaces of stations free and clear of graffiti as provided in Section 3.1.5 of this Schedule 3.2 (Engineering Services). In addition, the Operator shall keep the grounds, curbs, walkways and other station areas free and clear of trash, debris and graffiti, paying special attention to those areas directly in the path of Commuter Rail customers.

MBTA shall retain the right to perform unannounced audits of station cleanliness or employ independent auditors to do the same. Audit reports shall be furnished by MBTA to the Operator if requested.

General Building, Facility and Station Maintenance

The Operator shall maintain all building systems, equipment, components, and utilities.

The Operator shall inspect, maintain and repair sewage/septic systems. The Operator shall provide septic tank pumping and septic system maintenance. The Operator shall ensure that proper wastewater pre-treatment is performed through the services of the Environmental Subcontractor per Schedule 3.8 (Environmental Services) of this Agreement.

MBTA-provided telephone, intercom systems, public information systems, LED systems, security and annunciation systems, automated building control systems at CRMF, and other communication equipment shall be maintained by the Operator in a Good Working Condition, consistent with manufacturer's warranties and recommendations.

The Operator shall maintain the Information Booths at North Station, South Station, and Back Bay in a clean and attractive manner so as to encourage their use by Customers.

Within 90 days after NTP, the Operator shall provide an inventory of all fire protection systems and fire call boxes within the Service Property (ODRL 03109). The Operator shall inspect such fire protection systems and fire call boxes and test such systems as required by law or insurance policy (ODRL 3.2-036). Inspection and repair reports shall be made available to MBTA upon request. The Operator shall keep these systems fully operational at all times in a State of Good Repair consistent with manufacturers’ warranties and recommendations. The Operator shall keep all such systems in compliance with current applicable sections of National Fire Protection Association as codes and regulations as such sections change from time to time, and as provided in Section 7.2 (Testing and Maintenance Responsibilities) of this Schedule 3.2 (Engineering Services).

Windows, roofs, foundations, containment berms, walls (inside and out), doors, floors, floor coverings, stairs or any related building components shall be maintained in a Good Working Condition by the Operator.

The Operator shall obtain the services of an appropriately licensed and permitted elevator and escalator contractor to perform the inspection, maintenance and repair of elevators and escalators in a Good Working Condition, and shall be responsible for elevator inspections and posting of inspection certificates.

Elevators must be available as near to 100% of the time as possible. Maintenance intervals shall be scheduled when station is not in use or when traffic is very light. The Operator shall develop and implement an elevator inspection and maintenance program for the elevators at CRMF, Cobble Hill, Southside S & I, and Framingham (ODRL 3.2-037), subject to MBTA review and approval. This plan shall include proposed availability levels by location based on the age and condition of each escalator/elevator at each specific location. The initial program shall be submitted no later than 120 days after NTP and thereafter updated as part of the annual Engineering Services Plan (ODRL 3.2-038).

The Operator shall be responsible for cleaning of elevators, emergency service response immediately upon notification, and opening and closing all elevators.

The Operator shall implement a station, building and facility annual work plan to include but not be limited to painting, roof and gutter repairs and replacement, stairs, drop ceiling, paneling and lighting upgrades. The Operator shall submit to the MBTA for approval a preliminary station, building and facility maintenance program (ODRL 3.2-039) no later than 120 days after NTP and thereafter shall be submitted as part of the annual Engineering Services Plan (ODRL 3.2-040). This program shall include a general work plan outlining the station, building, and facility maintenance activities for the coming year, including itemized pricing for each element of the work plan. The itemized pricing shall include estimated cost of labor, staffing requirements by classification, materials and services anticipated for such work.

The station, building and facility annual work plan shall include a monthly staffing plan (ODRL 3.2-041) for all work planned during the year. This staffing plan shall be updated monthly to reflect work plan changes that may develop over the course of the year. The station, building and facility maintenance program also shall include a spring cleaning and touch-up for all stations, buildings and facilities. The Operator shall obtain the approval by the MBTA prior to the use of any paint colors that may be different from those as of the Commencement Date. The Operator shall, thereafter, maintain station paint in colors approved by the MBTA.

[Reserved]

The Operator shall provide complete interior improvements, including but not limited to painting, paneling, drop ceilings, and new lighting, in order to maintain the Service Property in Good Working Condition in a minimum of five stations per Agreement Year. The location, manner and extent of this work will be approved by the MBTA prior to any work being done or materials being ordered. This work will be compliant with all federal, state and local accessibility laws and regulations.

The Operator shall maintain, repair, or replace building air conditioning, heating, ventilating and circulating units and other building systems and system components contained within the Service Property so that they are all in Good Working Condition.

The Operator shall provide water coolers, replacement water, and supplies to all buildings and facilities.

The Operator shall provide and maintain in Good Working Condition building furniture, office equipment and related supplies required to perform the Agreement Services.

The Operator shall maintain all MBTA-owned, leased, or controlled roadways, sidewalks, buildings, facilities, stations, and parking facilities, exclusive of parking facilities maintained under contracts with Third Parties, by a municipality or by the MBTA, contained within the Service Property in Good Working Condition. This work will be compliant with all federal, state and local accessibility laws and regulations.

The Operator shall keep all platforms, canopies, railings and access ramps and platforms in Good Working Condition at all times.

The Operator shall inspect and maintain all lighting at buildings, facilities and stations according to the procedures detailed in Section 7 (Electrical) of this Schedule 3.2 (Engineering Services).

Walkways and service aisles in shop facilities shall be delineated by non-slip yellow striping and shall be maintained free of obstructions, parts, grease, and debris. Concrete floors in shop facilities shall be inspected annually and re-coated with non-skid industrial coating as necessary.

The Operator shall perform inspections to ensure the safety of the Customers and shall maintain, repair and/or replace platform surfaces, edges, structures, stripes and markings, safety devices, warning stripes, tactile edges or others items required to provide for safe and efficient use of the Service Property. The Operator shall maintain platform safety stripes and tactile edges in a bright yellow and highly visible condition. Platform safety stripes and tactile edges shall be repaired within one week after defects or damage reports are made unless otherwise approved in writing by the MBTA.

The Operator shall perform inspections no less than twice annually to assure the safety of the Customers and shall maintain and repair parking facilities in a Good Working Condition exclusive of parking areas maintained and operated by either the MBTA, a municipality or Third Parties. All potholes shall be repaired as expeditiously as possible and with due diligence, but no more than 10 days after defect report is made.

The Operator shall inspect all Station Fixtures (as defined herein) to assure the safety of the Customers and shall maintain, repair, repaint, or replace as may be required to keep said fixtures in a “like new” condition at all times. “Station Fixtures” shall include, but not be limited to, canopies, railings, light poles, sign frames, signs, bulletin boards, parking lot pay boxes, windscreens, shelters, benches, bike racks, and trash receptacles and other fixtures or furniture that may exist from time to time.

The Operator shall maintain all schedule cases. The Operator shall lubricate all schedule case locks and hinges when replacing schedules on the Service Property. The Operator shall replace all locks and chains when defective or damaged or missing. The Operator shall replace Plexiglas fronts, if damaged.

The Operator shall keep rubbish containers neat, secured and well maintained. the Operator shall supply, maintain and replace as necessary one rubbish container per 200 linear feet of platform unless directed otherwise by the MBTA. The Operator shall replace damaged or missing rubbish receptacles with covered, locking top type in accordance with MBTA standards.

The Operator shall perform rubbish removal weekly, or more frequently as necessary, at all stations, buildings, and facility locations on the Service Property, including any provision for flagging that may be required. Trash shall be separated from items that can be recycled such as newspapers, plastics etc. Recycling containers shall be installed at each station at the direction of the MBTA.

The Operator shall keep guard rails, inter-track fences and signage, railings and cross walks maintained in a Good Working Condition at all times, including any provision for flagging that may be required.

All stations and signs shall be maintained by the Operator and graffiti shall be removed expeditiously upon receipt of a report of graffiti. The removal of graffiti shall be in accordance with Section 3.5 of this