1. Clarify that all bidders should be prepared to interview between Wednesday February 6, 2019 through Wednesday February 13, 2019.

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1 January 17, 2019 To: All Bidders From: Kate Bailey Director of Procurement Re: ADDENDUM NO. 3 Project S RFP for Inland Port Business Plan & Opportunities This Addendum No. 3 is issued to: 1. Clarify that all bidders should be prepared to interview between Wednesday February 6, 2019 through Wednesday February 13, Respond to the following questions that were received: Q1: Has the Port of Philadelphia been in contact with Norfolk Southern regarding the subject RFP? If yes, can the Port provide the point of contact or department at NS that has been engaged in discussions, and does the Port take any exception to the bidders contacting Norfolk Southern regarding this RFP? A1: The Port has been in contact with NS to discuss general rail opportunities and providing service to the Port of Philadelphia, however has not been in contact with NS specifically regarding this RFP. The Port does not take exception to bidders contacting Norfolk Southern regarding the RFP. Q2: Has Port of Philadelphia allocated a specific budget for this procurement? A2: PhilaPort does not disclose budgetary information. Q3: Does the Port of Philadelphia have access to proprietary data from other public agencies (the City of Philadelphia or PennDOT, for example) that could be made available to the consultant team for this project? A3: PhilaPort enjoys a close working relationship with other city and commonwealth public agencies and will help to facilitate data and information exchange between the awardee and these agencies. Q4: Is a detailed methodology/scope by task required? If so, In what section should it be included? And What is page limitation? A4: Yes. Please provide an itemized breakdown with detailed costs at the task and subtask level. Task and subtask should directly correspond to the goals and deliverables of the project. Please include this along with pricing associated with each task as Part of your Part 2 cost submission.

2 Q5: Is there a budget for the study? A5: See response to Q2 Q6: With respect to Diversity: Although a specified HUB requirement is not defined for a professional services contract, can you provide a target percentage that would ensure a proposer receiving full points for this portion of the RFP? A6: A proposal with a total of 20% subcontracted to a HUB would receive the most points allotted for the diversity category of scoring. NOTE: Any commitments made during this time will become contractual. Q7: The RFP requires proposers submit a timeline and identify key milestones and critical path tasks or subtasks (p5). Are there any dates we should consider and incorporate with our schedule (e.g. coordination with another study, or a fiscal year or budget cycle)? A7: For the purposes of scheduling only, please assume a Notice to Proceed Date of approximately end of March The only milestone to be listed in the schedule is the approximate NTP date. Q8: The RFP states Numerous inland port feasibility and market studies have been conducted to examine the development of an inland port within the Commonwealth. Many of these studies have concluded that if certain key concepts are realized, it would be both feasible and beneficial to develop an inland port in Pennsylvania (p 4). What studies, plans, or market analysis do you consider the foundation or starting point for the Inland Port Business Plan and Rail Opportunities Analysis? And where can we find these documents? A8: All previously conducted PhilaPort studies will be made available upon awarding of the contract. Q9: What are the key concepts the Port believes essential? A9: Cost effective rail service exists Public sector support and participation (support from regional economic development orgs) Local support from BCOs Above average highway and rail access and connectivity exists Ancillary services provided at inland location Q10: Is the Port Authority able to provide 5-years historic cargo throughput at the port as well as historic rail movements prior to submission of a proposal? A10: PhilaPort will provide this data in addition to any data required by the awardee upon awarding of the contract. Q11: Is the Port Authority s sole focus on the NS Main Line route, or should the proposer examine alternative gateways?

3 A11: The rationale for focusing on the NS Main Line route, is to leverage existing rail infrastructure to the fullest extent. If the proposer can demonstrate that this goal can be achieved through the use of an alternative gateway, then PhilaPort has no objection. Q12: Proposal Part II (Relevant Experience) requires that past projects be presented using the following format for each project (p 7). What is that format? A12: Page 7, Section III, A. Proposal Format Relevant Experience should read: List similar projects completed in size and scope and the professionals involved who are part of the team on your Proposal, using the following format for each project. This section should not exceed eight (8) pages including the references. a) Owner, address, contact name and telephone number b) Project description c) Project Cost d) Date of completion e) The roles performed by the individual professionals Q13: Under SUBMISSION REQUIREMENTS, Proposal Format, Part VII Cost Information, it is stated that in some cases a lump sum amount and other instances hourly rates will be appropriate for this proposal. Is there a preference for this project? A13: Please see response to Q4. Q14: What is your budget for this project? A14: See response to Q2. Q15: What is the approximate budget for the study? Related to this, what cost share is coming from PRPA vs. the Commonwealth of PA? A15: See response to Q2. Q16: Are there any regulatory or legislative deadlines, or commitments made by PRPA, that require the submission of the final report by a certain date? A16: No. Q17: Proposal page length requirements. The RFP states that the length of the submittal should be 20 pages or less, excluding resumes, with the following limits by section: Part One: i. Capabilities narrative 4 pages ii. Relevant experience: 8 pages iii. Proposed team: no limit stated

4 iv. Responsiveness: - 4 pages Part two: i. Diversity: submit required forms ii. Cost information 2 pages. Since the page limit applies to Parts I and II, is the limit for the proposed team 2 pages? If so, resumes will need to be provided in an appendix. A17: There is no limit on the Proposed Team section. Resumes may be included in this section and will not count towards a 20 page limit. Q18: Proposal certification and legal disclosure. As noted on page 8 of the RFP, Appendix A, pages 13 through 23 of the RFP, and Appendix B, pages 24 through 27 of the RFP, are to be submitted as a separate document in their own sealed envelope? How many electronic and hard copies are required. A18: PhilaPort is requesting four (4) electronic copies of Part I only. Part II should be submitted in hardcopy format along with the original hard copy of Part I. Q19: For relevant experience, should project descriptions contain names and contact information? A19: See response to Q12. Q20: Could you please clarify the diversity and inclusion requirements for this study. What is required, or desired share of the contract to be performed by disadvantage business enterprise (DBE or HUB). Page 55 references a 20% participation for a construction contract, since this is a professional services contract, is the target different? Is it permissible to include a DBE on the team who is not yet certified by PRPA, but has been certified by other organizations, including other port authorities. Can we assume that Diversity and Inclusion Exhibit 1 (page 63 of the RFP) and Exhibit 2 (page 65 of the RFP) should be included as an appendix to the Part II submittal? A20: Along with the response to Q2. If Proposer is going to utilize diverse subcontractors for this project, please include Exhibit 2 in Part II of your proposal. This does not have to be made part of an appendix. If the subcontractor plays a significant role within your team, please incorporate their roles into your proposal under the Proposed Team section (Section III.- Submission Requirements, A.- Proposal Format) Q21: Will other organizations such as PennDOT, DVRPC, other port authorities that will be involved in the study, either as providers of information or technical advisors? A21: PhilaPort enjoys a close working relationship with other city and commonwealth public agencies as well as regional MPOs and will help to facilitate data and information exchange between the awardee and these agencies. No other agency is expected act as an official technical advisor for this project. Q22: Please confirm that the terms and conditions apply only to the prime contractor?

5 A22: Our Terms and Conditions apply to entity who signs and submits the proposal. It is the responsibility of the proposer to ensure that the read the Terms and Conditions for any clauses that pertain to subcontracting. All other terms and conditions remain unchanged. Bidders shall acknowledge receipt of this addendum by immediately faxing a copy of the completed acknowledgment to Kate Bailey at or procurement@philaport.com ACKNOWLEDGMENT OF RECEIPT OF ADDENDUM NO. 3 RFP for Inland Port Business Plan & Opportunities Project S Date By Company Telephone Fax

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