REQUEST FOR PROPOSAL for GUARANTEED ENERGY SAVINGS PROJECT For

Southeastern Pennsylvania Transportation Authority

REQUEST FOR PROPOSAL

for

GUARANTEED ENERGY SAVINGS PROJECT

For:69th St Complex (Main Terminal, Motor Shop, P&W

Car House, Bus Depot, Facilities Shop) – Energy Conservation Measures (ECMs) & Combined Heat & Power Plant (CHP) Jefferson Station – Remove from center city steam loopand convert to natural gas heating / CHPSuburban Station – Remove from center city steam loopand convert to natural gas heating / CHPSuburban Commuter Rail Stations and Parking Areas –ECMs and lighting conversion to LEDSuburban Station Commuter Platform – Lightingconversion to LEDJefferson Station Commuter Platform and High Bay –Lighting conversion to LEDCenter City Regional Rail Tunnel – Lighting conversionto LED

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Request for Proposal

Table of Contents

Part I – Instructions to Proposers

Section 1 – General Information For Proposers 1.1 – Introduction 1.2 Addenda and Clarifications 1.3 Responsibility of Proposer 1.4 Disadvantaged Business Enterprise (DBE) Participation Requirements 1.5 Other Requirements 1.5.1 Insurance1.5.2 Bond 1.5.3 Additional Guarantee 1.5.4 Proposal Acceptance Period 1.5.5 Rights reserved 1.5.6 Financial Assistance Grants 1.5.7 Taxes1.5.8 SEPTA Solicitation Statistics Survey for DBE and Non-DBE Contractor/Consultant and Sub-

Contractor/Sub-Consultant1.5.9 Modifications to SEPTA’s Form of Contract 1.5.10 Performance Evaluation 1.5.11 Discrepancies – Duty of Proposer to Clarify Ambiguities 1.6 Protests 1.7.1 Definitions1.7.2 Types of Protests/Time Limits 1.7.3 Contents of Protest 1.7.4 Action By SEPTA 1.7.5 Confidentiality of Protest

Section 2 – ESCO Project Overview 2.1 Introduction 2.2 Certain Requirements 2.3 Proposed Innovative Alternative Concepts and Modifications to ESCO Project

Section 3 – SEPTA’s Terms and Conditions 3.1 – SEPTA Required Terms & Conditions, Submission of Energy Audit Agreement. And Guaranteed

Energy Services Contract

Section 4 – NOT USED

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TABLE OF CONTENTS CONTINUED

Section 5 – Proposal Submittal Requirements & Scope of Work 5.1 – General Requirements 5.2 – Scope of Work 5.2.1 – Technical Requirements 5.2.2 – Additional Requirements 5.2.3 – Technical Profile of Project Sites 5.3 – Form of Proposal 5.3.1 – General 5.3.2 – Technical Submittal 5.3.3 – Cost Submittal 5.3.4 – Additional Documents 5.3.5 – Submission of Proposals

Section 6 – Selection process 6.1 – Evaluation Criteria 6.2 – Selection 6.3 – Award of Energy Audit Agreement 6.4 – Execution of the GESA and Award of the Project

Part II – Guaranteed Energy Savings Project Attachment A – Technical Submittal Attachment B – Cost Submittal Attachment C – SEPTA’s SampleTechnical Services Contract for Invest Grade Energy Audit Attachment D – SEPTA’s Sample Guaranteed Energy Savings Contract (GESC)

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Part I

INSTRUCTIONS TO PROPOSERS

SEPTA RFP No. 16-00042-AMJP

March 10, 2016

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69th St Complex (Main Terminal, Motor Shop, P&W Car House, Bus Depot,Facilities Shop) – Energy Conservation Measures (ECMs) & Combined Heat& Power Plant (CHP)Jefferson Station – Remove from center city steam loop and convert tonatural gas heating / CHPSuburban Station – Remove from center city steam loop and convert tonatural gas heating / CHPSuburban Commuter Rail Stations and Parking Areas – ECMs and lightingconversion to LEDSuburban Station Commuter Platform – Lighting conversion to LEDJefferson Station Commuter Platform and High Bay – Lighting conversionto LEDCenter City Regional Rail Tunnel – Lighting conversion to LED

SECTION 1 GENERAL INFORMATION FOR PROPOSERS

1.1 Introduction

You (hereinafter referred to as the “Proposer”) are requested to submit a formal proposal (hereinafter referred to as the “Proposal”) for a Guaranteed Energy Savings Project (hereinafter referred to as the “ESCO Project” or “Project”) in accordance with this Request for Proposal (hereinafter referred to as the “RFP” or the “Request for Proposal”). Any Proposal submitted must comply with the requirements of this RFP as herein stated and all applicable federal, state and local laws, signed by an officer or representative legally authorized to bind the Proposer, and must be submitted to SEPTA in writing, at the time and manner described herein.

It is the Proposer’s responsibility to carefully review the attached documents to ensure that its Proposal addresses all items requested in sufficient detail to enable full evaluation by SEPTA of the proposed ESCO Project as well as any options described herein. SEPTA is not liable for any expenses incurred by any Proposer(s) in the development of its Proposal or any subsequent activity related to the Proposal.

This RFP contains information and requirements for Department of Energy (DOE) qualified Energy Service Companies (ESCOs) to prepare and submit a Proposal for evaluation, recommendation, design, installation and ongoing services in accordance with the guaranteed energy savings contracting requirements of Act 57 of 1998, as amended by Act 77 of 2004 and Act 39 of 2010, 62 Pa. C.S. §3751-3758 (the "Guaranteed Energy Savings Act,” or “GESA”) for an ESCO Project at SEPTA’s facilities in Philadelphia and surrounding counties in Pennsylvania,(the “Project Sites”). SEPTA’s contemplated priority “Energy Conservation Measures” (or “ECMs”) as defined in the GESA are

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boiler replacements (with dual-fuel capability), lighting retrofits, CHP units and HVAC controls. SEPTA expects the selected ESCO to provide the construction and term financing for the ESCO Project.

The RFP requires Proposers to respond directly to the published Scope of Work including approaches which may include one or more elements which achieve or surpass the basic Scope of Work with innovative alternative components, design or systems (collectively, “Innovative Alternative Concepts”).Regardless of any information which may have been provided or communicated prior to the issuance of this RFP, Proposers are hereby advised that this RFP and the documents issued by SEPTA in connection with this RFP (and any addenda issued in connection with this RFP) are the only documents and information which Proposers should rely on in preparing and submitting a Proposal in response to this RFP.

Refer to Section 5.3 for the form of proposal for both the technical proposal and cost proposal submittals.

1.2 Addenda and Clarification

In the event that SEPTA finds it necessary to supplement or modify any portion of the RFP during the Proposal preparation period and/or, if any, the Best and Final Offer (“BAFO”) preparation period, SEPTA shall issue written addendum. Only by written addendum shall any interpretation regarding the Project, work or contract documents and correction of any apparent ambiguity, inconsistency or error be made.

All addenda will be issued in writing from SEPTA with content changes and number of pages described to Proposers who have provided their contact information (name, address, telephone number, email address) to SEPTA.

Each Proposer submitting a Proposal shall acknowledge receipt of all addenda by signing the acknowledgment form included with each addendum. In the event of conflicts in the RFP document and issued addenda, the most recent addenda will govern.

1.3 Responsibility of Proposer

SEPTA will only award a contract to a firm which it has determined to be responsible and listed on the Department of Energy’s qualified list of Energy Service Companies. The Proposer shall furnish adequate documentation to permit SEPTA to determine the responsibility of Proposer within five (5) days of SEPTA’s written request. A responsible Proposer is one that meets the following standards:

1 Integrity and Ethics - Has a satisfactory record of integrity and business ethics, in compliance with 49 U.S.C. Section 5325(j) (2) (A);

2 Debarment and Suspension – Is neither debarred nor suspended from Federal programs under DOT regulations, “Nonprocurement Suspension and Debarment,” 2CFR Parts 180 and 1200, or under FAR at 48CFR, Chapter 1 Part 9.4 or any Commonwealth of Pennsylvania funded programs. This contract will also be

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governed by the Consultant’s responsibilities under 49 CFR, Part 29, regarding debarment, suspension, and other responsibility matters of any lower tier covered transactions, as applicable.

3 Affirmative Action and DBE – Is in compliance with the Common Grant Rules’ affirmative action and DOT’s Disadvantaged Business Enterprise requirements, 49 CFR, Part 26;

4 Public Policy – Is in compliance with the public policies of the Federal Government, as required by 49 U.S.C. Section 5325 (j) (2) (B) and Commonwealth of Pennsylvania public policies;

5 Administrative and Technical Capacity – has the necessary organization, experience, accounting, and operational controls and technical skills, or the ability to obtain them in compliance with 79 U.S.C Section 5325 (j) (2) (D);

6 Licensing and Taxes – Is in compliance with applicable licensing and tax laws and regulations;

7 Financial Resources – has, or can obtain, sufficient financial resources to perform the contract, as required by 49 U.S.C. Section 5325 (j) (2) (D);

8 Production Capability – Has, or can obtain, the necessary production, and technical equipment and facilities;

9 Timeliness – Is able to comply with the required delivery or performance schedule, taking into consideration all existing commercial and governmental business commitments;

10 Performance Record – Is able to provide a satisfactory current and past performance record.

1.4 Disadvantaged Business Enterprise (DBE) Participation Requirement

No Goal(s) Established – No Goal has been established for this procurement. If the successful Proposer will be using a DBE subcontractor in conjunction with the project, the Proposer must notify the DBE Program Office Representative, Mary Connell via email at [email protected] within 24 hours of the Proposal submission. Please refer to the DBE section, Attachment 2.

1.5 Other Requirements

1.5.1 Insurance Proposer shall be required to provide, at its own cost and expense, the insurance types and limits required for this project. All insurance shall be provided by insurance carriers acceptable to SEPTA in accordance with this document. Within ten (10) days after SEPTA’s request, Proposer shall submit to SEPTA a certified insurance policy complying with the insurance requirements of this

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document for SEPTA’s review. Reference Attachment D – SEPTA’s Sample Construction Contract, Section VIII Contractor, Paragraph U – Insurance.

1.5.2 Bond The successful Proposer shall be required to furnish a Performance Bond and Labor and Material Payment Bonds for the Project from issuers acceptable to SEPTA in the amount of 100% of the ECMs value in the Project, in accordance with the requirements of this RFP not later than ten days after Notice of Award for the Project. A performance bond must comply with the requirements of the Act of June 10, 1947, P.L. 493 and the requirements of federal law.

In Addition, A Guarantee bond for the term of the GESC in the amount of the yearly savings times the term will be required.

1.5.3 Additional GuaranteeSEPTA reserves the right, at its sole discretion, to require a Proposer to provide a guaranty and suretyship agreement in form and substance as required by SEPTA from a parent, subsidiary, affiliated and/or related entity. If the Proposer is Joint Venture, a guaranty and suretyship agreement will be required.

1.5.4 Proposal Acceptance Period The Proposal shall be binding upon the Proposer for ninety (90) calendar days following submission of the BAFO. Any Proposal in which the Proposer shortens the acceptance period may be rejected, although the acceptance period may be extended by mutual agreement between SEPTA and the Proposer.

1.5.5 Rights Reserved

In submitting its Proposal, the ESCO understands that the right is reserved by SEPTA to reject any and all Proposals, or part of any Proposal, and it is agreed that a BAFO may not be withdrawn for a period of ninety (90) days subsequent to the BAFO due date without the consent of SEPTA.

It is also understood and agreed that if the Proposer should withdraw any part or all of its BAFO within ninety (90) days after the BAFO due date without the consent of SEPTA, or shall refuse or be unable to enter into either an EAA or a GESC pursuant to this RFP, it shall indemnify SEPTA to the extent of SEPTA’s damages occasioned by such withdrawal, or refusal, or inability of Proposer to enter into either such contract.

1.5.6 Financial Assistance Grants

Financial assistance grants may become available for this Project from the Commonwealth, the federal government or other source. Whether or not the grant is obtained by the ESCO or SEPTA, SEPTA will receive the financial benefit of any such grant, regardless of when the grant is obtained.

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1.5.7 Taxes

Proposer, as a result of any contract entered into pursuant to this RFP, may be subject to certain business taxes imposed by, but not limited to, municipal, school district, Commonwealth of Pennsylvania and/or the Federal government.

As to the sales tax imposed by the Commonwealth and some municipalities, Proposer is directed to the provisions in Pennsylvania law found at 72 P.S. 72 §7201 et seq. SEPTA makes no representation that these statutes are the onlyrelevant statutes that apply to this Request for Proposal.

Proposer acknowledges that nothing in this RFP constitutes legal advice by SEPTA thereon. Proposer, to whatever extent that Proposer deems necessary, must obtain its own legal advice on any question concerning relevant taxes. Proposer is responsible for making its own investigation to determine whether or not it is subject to municipal, school district, Commonwealth of Pennsylvania and/or the Federal government taxes and for paying for such tax if applicable. Proposers are hereby informed that SEPTA is obligated by law to furnish to governmental entities, upon their request, the name and address of any person with whom SEPTA has a contract for goods and/or services.

1.5.8 SEPTA Solicitation Statistics Survey For DBE and NON-DBE Contractor/Consultant and Sub-Contractor/Subconsultant Form

All Proposers are required to complete a SEPTA Solicitation Statistics Survey (See Attachment 2) for themselves and each of their DBE and non-DBE subcontractors/subconsultants in accordance with 49 CFR part 26.11. The form is to be signed by an officer legally authorized to bind the Proposer to a Contract and shall be submitted to SEPTA as part of their proposal.

1.5.9 Modifications To SEPTA'S Form Of Contract If an award of Contract is made as a result of this RFP, the proposed form of Contract which the Proposer will be required to execute is attached to this RFP, and as such the Proposers are urged to review the Contract carefully. SEPTAmay, at its sole discretion consider minor modifications to the terms of the proposed Contract. The Proposer must specifically request such modifications by providing the proposed language with the submission of their Technical Proposal. Any minor modifications submitted will be reviewed and either denied or accepted by SEPTA. Any subsequent requests for modifications may result in the proposal being deemed non-responsive and may lead to canceling any recommendation to award to a Proposer that makes such a request outside of the allotted period.

The Contract requires that all tasks described in the RFP and/or Proposal shall be the Proposer's sole responsibility and shall be performed by the Proposer and its subcontractors/sub-consultants. As a result of the negotiation process (see RFP Section 2, "Selection Process"), SEPTA may elect to revise the services described in the RFP and the Proposal. The single document as amended through Addenda

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and negotiations shall then become an Attachment to the Contract instead of the RFP and Proposal. SEPTA expressly reserves the right to approve and/or modify, at its sole discretion, both form and substance of any written Contract entered into pursuant to this RFP.

1.5.10 Performance Evaluation Upon award of a contract and during performance of the work, SEPTA will conduct formal performance evaluation of the Contract (See Attachment 3).

1.5.11 Discrepancies – Duty Of Proposer To Clarify AmbiguitiesShould a Proposer find any discrepancy or ambiguity, or omission from the scope of work, or should it be in doubt as to their meaning, the Proposer must at once notify SEPTA’s Contract Administrator who will, if determined to be necessary, send a written addendum for clarification purposes to all Proposers. Only written modifications issued as addenda will effect changes in the RFP and/or Contract Documents. Failure of Proposer to clarify ambiguities prior to proposal submittal constitutes a waiver of their right to raise any such ambiguity.

1.6 Protests

RFP protests relative to this procurement will be reviewed and adjudicated by SEPTA in accordance with the Protest Procedure described below.

1.7.1 Definitions

(1) "Interested Party" means any bidders/proposers.

(2) "Days" means business days.

(3) “Filed” means the date of receipt by The Office of SEPTA’s Senior Director of Procurement or his/her designee (hereinafter Senior Director of Procurement).

(4) “Federal/State Law or Regulation” means any valid requirement imposed by Federal, state, or other Statute or regulation.

(5) “Presumptive Contractor” means the bidder/proposer that is in line for award of the contract in the event that the protest is denied.

(6) “Protestant” is an Interested Party who is aggrieved in connection with the solicitation or award of a contract and who files a protest.

1.7.2 Types Of Protests/ Time Limits

(1) Pre-proposal Protest is based upon alleged restrictive of or alleged improprieties in SEPTA’s procurement process. A Protestant must file a pre-proposal protest no later than five (5) days prior to proposal due date by 4:30 p.m. prevailing Eastern time.

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(2) Pre-Award Protest is based upon alleged improprieties of a Proposal. A Protestant must file a pre-award protest no later than five (5) days after the Protestant knows or should have known of the facts giving rise thereto by 4:30 PM. prevailing Eastern Time.

(3) Post-Award Protest is based upon the award of a contract. A Protestant must file a post-award protest no later than five (5) days after the notification to the unsuccessful ESCOs of SEPTA’s intent to award, or no later than five(5) days after an unsuccessful firm becomes aware of SEPTA’s intent to award a contract, whichever comes first, by 4:30 PM prevailing Eastern time.

1.7.3 Contents of Protest

(1) Protests must be in writing, and filed directly with the Office of SEPTA’s Senior Director of Procurement, at the address indicated in the solicitation, and must contain the following information: (a) The name, address and telephone number of the Protestant; and (b) Identity of the RFP (by number and description); and (c) A detailed factual statement of the grounds for protest; and(d) The desired relief, action or ruling.

1.7.4 Action By SEPTA

(1) Procurement Process Status Upon timely receipt of a protest, SEPTA will delay the opening of proposals until after resolution of the protest for protests filed prior to the proposal due date, or withhold award until after resolution of the protest for protests filed after bid opening. However, SEPTA may open bids or award a contract whenever SEPTA, at its sole discretion, determines that:

(a) The items or work to be procured are urgently required; or

(b) Delivery or performance will be unduly delayed by failure to make the award promptly; or

© Failure to make prompt award will otherwise cause undue harm to SEPTA or a funding source

If the protest is filed before the award of the contract, SEPTA will advise the Presumptive Contractor of the pending protest.

(2) Conference If deemed appropriate, SEPTA may conduct an informal conference on the merits of the protest with all Interested Parties invited to attend.

(3) Response to the Protest

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SEPTA’s Senior Director of Procurement will respond in detail to each substantive issue raised in the protest within a reasonable time after the protest is filed. SEPTA’s response shall address only the issues raised originally by the Protestant.

When, on its face a protest does not state a valid basis for protest or is untimely, the Senior Director of Procurement may summarily dismiss the protest without requiring a detailed response.

(4) Rebuttal to SEPTA Response The Protestant may submit a written rebuttal to SEPTA’s response, addressed to the Senior Director of Procurement, but must do so within five (5) days after receipt of the original SEPTA response. SEPTA will not address new issues raised in the rebuttal. After receipt of the Protestant’s rebuttal, the Senior Director of Procurement will review the protest and notify the Protestant of his/her final decision.

(5) Request for Additional Information Failure of the Protestant to comply with a request for information as specified by SEPTA’s Senior Director of Procurement may result in determination of the protest without consideration of the additional information if subsequently produced. If any Interested Party requests information from another Interested Party, the request shall be made to SEPTA’s Senior Director of Procurement, and, if SEPTA so directs, shall be complied with by the other party within five (5) days.

(6) Request for Reconsideration If data becomes available that were not previously known, or there has been an error of law, a Protestant may submit a request for reconsideration of the protest. SEPTA’s Senior Director of Procurement will again review the protest considering all currently available information. The Senior Director of Procurement’s determination will be made within a reasonable period of time, and his/her decision will be considered final.

(7) Decision Upon review and consideration of all relevant information the determination as issued by SEPTA will be final.

1.7.5 Confidentiality of Protest

Material submitted by a Protestant will not be withheld from any Interested Party, except to the extent that the withholding of information is permitted or required by law or regulation. If the Protestant considers that the protest contains proprietary material which should be withheld, a statement advising of this fact must be affixed to the front page of the protest submission and the allegedly protected information must be so identified whenever it appears.

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SECTION 2 ESCO PROJECT OVERVIEW

Project Summary

SEPTA is interested in contracting for a full range of ECMs, financed through a guaranteed energy savings contract (“GESC”) at no initial capital cost to SEPTA, for the listed Project Sites. The ECMs may include but are not limited to: the design, acquisition, installation, modification, maintenance and training in the operation of existing and new equipment, which will reduce energy consumption and related costs associated with the heating, ventilation and air conditioning system, lighting systems, control systems, building envelope, the hot water systems, water consumption, sewage and storm water costs and other energy using devices. Additionally, savings which would not reduce consumption per se but are aimed at cost savings, such as fuel switching, demand side management, on-site generation, utility bill auditing, utility rate changes, and distribution upgrades may also be considered. ECMs should also include the training of facility staff with respect to routine maintenance and operation of all improvements. ECMs must result in guaranteed cost savings sufficient to cover, at a minimum, any and all financing payments and all service fee payments to the ESCO over the term of the GESC, with such payments linked to actual documented energy and cost reductions. Any stipulated cost savings that may be attributed to this project will be rigorously reviewed, and the ESCO will be required under the GESA to thoroughly document and verify the savings, which must be approved by SEPTA.

The savings achieved by the ECMs in any year of the GESC must be guaranteed to the extent necessary to make the payments to the ESCO for project financing, service and all other fees during that year, and for each subsequent year, for the duration of the contract. ESCOs will be required to guarantee energy and cost savings on an annual basis. No credit for the achievement of savings above and beyond the annual guarantee will be credited to satisfy performance guarantees in future years of the contract. Annual reconciliation of the achieved savings will be required. In accordance with the provisions of the GESA, no GESC can exceed twenty (20) years in duration from the date of final installation.

2.1 Introduction

Evaluation of Proposals shall result in the selection of one or more ESCO’s to proceed to the following:

Energy Audit Agreement (“EAA”) - If SEPTA decides to proceed, as determined by SEPTA in its sole discretion, SEPTA will enter into an Energy Audit Agreement (EAA) with the selected ESCO (s) which includes a negotiated scope of the audit, cost and all other terms for each or any proposed ECMs and/or each or any site. Under the EAA, ESCO will conduct an Investment Grade Technical Energy Audit (or “IGA”) of the Project Site (s) and ECM (s) and propose a complete set of ECMs, including all project costs, the timetable for completing design, engineering bid specifications, and construction work; a detailed description of services to be provided, specific financing arrangements and terms, and the projected energy and cost savings, as well as special conditions offered by the company. If any IGA results in an energy savings reduction

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below ninety percent (90%) of the initially proposed energy savings, SEPTA is under no obligation to proceed further with said proposer’s proposed ECM(s) under that particular IGA nor will it be obligated to pay the agreed-upon price for that IGA to said proposer.

Guaranteed Energy Savings Contract (“GESC”) - If SEPTA decides to proceed after it receives an acceptable IGA (s), SEPTA shall attempt to negotiate a GESC with the selected ESCO (s) that performed the acceptable IGA (s). If SEPTA decides not to enter into GESC with the selected ESCO after the IGA (s) has been accepted by SEPTA, SEPTA agrees to pay the selected ESCO (s) the fee for the IGA (s) as required by the Energy Audit Agreement. Otherwise SEPTA is not liable for the payment of any amounts to the selected ESCO (s) until a GESC is signed by both the selected ESCO (s) and SEPTA and, if the GESC is signed by both the selected ESCO (s) and SEPTA, SEPTA is only liable for payments required by the GESC.

Collectively, the EAA and the GESC are the “Contracts” under this RFP.

2.2 Certain Requirements

The Proposer’s technical information submittal must include a clear description of how the design, functional and performance requirements contained in the Scope of Work will be met or exceeded (including Innovative Alternative Concepts), as well as providing a clear description of the proposed ESCO Project as a whole, and its component systems. The selected Proposer will be required to work with SEPTA so that the ESCO Project as designed and implemented meets SEPTA’s requirements as well as seamlessly integrates with SEPTA’s existing facilities.

2.3 Proposed Innovative Alternative Concepts and Modifications to ESCO Project.

If any Innovative Alternative Concepts and/or suggested modifications to the financing requirements and to the ESCO project are to be made, the Proposer shall submit such Innovative Alternative Concepts and/or suggested modifications to be provided for SEPTA’s evaluation prior to the date identified as the due date for questions. Proposer shall clearly identify, including section, page and reference to the RFP document section and contain a brief, concise statement as to why the Proposer is suggesting this alternative or modification and how the alternative or modification would be more advantageous to SEPTA while maintaining (or exceeding) the financial requirements and/or functional and performance requirements described in the Specifications. Suggested modifications or alternatives that are merely offered due to their being part of the Proposer’s normal product line and present no tangible benefit to SEPTA or do not fully support the financial requirements and/or defined functional and performance requirements will not be considered.

If SEPTA determines that it is in its best interests to pursue one or more of the Innovative Alternative Concepts and/or proposed modifications for Financing then SEPTA has the right to amend the RFP as necessary.

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SECTION 3 SEPTA’S TERMS & CONDITIONS

3.1 SEPTA Required Terms & Conditions, Submission of Energy Audit Agreement, and Guaranteed Energy Services Contract:

Attachment C document entitled ‘SAMPLE TECHNICAL SERVICES CONTRACT” represents SEPTA’s required and standard Terms and Conditions for the work associated with the IGA scope of work. Attachment E document entitled “SAMPLE GUARANTEED ENERGY SAVINGS CONTRACT” represents SEPTA’s required and standard Terms and Conditions for the work associated with implementing and acceptance of the ECMs. Proposers are encouraged to review these attachments and may propose modifications as well as proposed additional relevant provisions prior to the date identified as the due date for questions for SEPTA’s review and consideration. SEPTA may, at its sole discretion, consider such modifications to the terms and conditions, provided the Proposer has complied with the requirements stated herein.

Proposers are also requested and encouraged to submit their proposed Energy Audit Agreement and a proposed GESC prior to the date identified as the due date for questions.

All modifications must be specific, and the Proposer must indicate clearly what alternative is being offered to allow SEPTA a meaningful opportunity to evaluate the modifications and the cost implications of the modifications, if any. If the Proposer believes that any modification will affect the cost of the Project, the Proposer must indicate a reasonable estimate of the cost impact, including a description of the direct and indirect cost advantages to SEPTA.

SEPTA shall determine the acceptability of all proposed modifications. SEPTA is under no obligation to accept any modifications and may accept or reject the proposed modifications. If SEPTA elects to accept a proposed modification, it shall do so by issuing an Addendum prior to the submission of Proposals and/or BAFO, if any. No modifications to the terms and conditions shall be made except through an Addendum published by SEPTA.

All proposed modifications shall be referenced by utilizing the corresponding section, paragraph and page number.

The Contract requires that all tasks described in the RFP and/or Proposal shall be the Proposer’s sole responsibility and shall be performed by the Proposer.

SEPTA will not accept any further exceptions at the time of BAFO submission. Any subsequent request for modifications to the terms and conditions may be grounds for canceling any recommendation to award.

SECTION 4 (NOT USED)

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SECTION 5 PROPOSAL SUBMITTAL REQUIREMENTS & SCOPE OF WORK

5.1 General Requirements

Proposals shall be prepared as simply but as completely as possible and provide a straightforward, concise description of the Proposer's capabilities to satisfy the requirements of the RFP. Proposers are reminded that their offer or submission should be the best and most advantageous Proposal to be presented by their firm. Emphasis should be concentrated on accuracy, completeness, and clarity of content. SEPTA assumes no responsibility for any costs incurred by Proposers in preparing their Proposals.

The Proposers shall provide information that demonstrates how they will meet the requirements of this procurement, successfully develop and implement the ESCO Project and manage the Contract. Statements merely indicating that the Proposer will meet specific requirements are insufficient. Large and complex packages with extraneous brochures, etc. are not desired.

Proposer’s Representations and Authorizations. By submitting its Proposal, each ESCO understands, represents, and acknowledges that:

A. All of Proposer’s information and representations in the Proposal are material and important, and SEPTA may rely upon the contents of the Proposal in awarding the Contracts.

B. Proposer has arrived at the price(s) and amounts in its Proposal independently and without consultation, communication, or agreement with any other Proposer or potential Proposer.

C. Proposer has not disclosed the price(s), the amount of the Proposal, nor the approximate price(s) or amount(s) of its Proposal to any other firm or person who is a Proposer or potential Proposer for this RFP, and Proposer shall not disclose any of these items on or before the Proposal submission deadline specified.

D. Proposer has not attempted, nor will it attempt, to induce any firm or person to refrain from submitting a Proposal, or to submit a Proposal higher than this Proposal, or to submit any intentionally high or noncompetitive Proposal or other form of complementary Proposal.

E. Proposer makes its Proposal in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive Proposal.

F. To the best knowledge of the person signing the Proposal, Proposer, its affiliates, subsidiaries, officers, directors, and employees are not currently under investigation by any governmental agency and have not in the last four years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction, involving conspiracy or collusion with respect to bidding or proposing on any public contract, except as Proposer has disclosed in its Proposal.

G. Proposer shall provide written certification that it is not currently under suspension or debarment by SEPTA, any state or the federal government, and if Proposer cannot so

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represent, then it shall submit along with its Proposal a written explanation of why it cannot make such representation.

H Proposer has not made, under separate contract with SEPTA, any recommendations to SEPTA concerning the need for the services described in its Proposal or the Scope of Work for the services described in the Proposal.

I Until the selected Proposer receives a fully executed and approved written contract from SEPTA, there is no legal and valid contract, in law or in equity, and Proposer shall not begin to perform.

5.2 Scope of Work

These sections describe the minimum conditions SEPTA will accept from the selected Proposer.

5.2.1 Technical Requirements

A. All energy audits, feasibility studies, engineering, design, plans and specifications shall be prepared, reviewed and approved by Professional Engineers licensed in the Commonwealth of Pennsylvania.

B. SEPTA reserves the right of final prior written approval of any selected equipment and/or modifications proposed. Only equipment and modifications with prior written approval by SEPTA will be permitted. Review and approval will be conducted by SEPTA in a timely manner.

C. Selected Proposer will be required to work with current building management and maintenance personnel, to coordinate construction and provide appropriate training in the operation of all retrofits. No equipment shall be installed that will require the hiring of additional personnel by SEPTA unless contract negotiations produce an explicit exemption from this rule for a specific installation.

D. Selected Proposer must provide two (2) complete sets of reproducible "as built" (or such electronic equivalents as may be agreed to with SEPTA) and record drawings of all existing and modified conditions associated with the project, conforming to typical engineering standards. These should include architectural, mechanical, electrical, structural, and control drawings and operating manuals to be submitted within 30 days of the completed installation.

E. Selected Proposer shall be responsible for the proper removal offsite of all packaging materials and all replaced or demolished materials or equipment.

F. Asbestos-containing materials and lead based paint may be present in locations where the work is to be performed. It is the responsibility of selected Proposer to test for the presence of asbestos-containing materials and lead-based paint impacted by the work outlined in this RFP.

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1. Individuals who perform asbestos work as part of this RFP shall comply with the Pennsylvania Labor and Industry Asbestos Occupation Accreditation and Certification Act as it may apply.

2. It is required that selected Proposer does not cause building contamination from disturbing asbestos-containing materials and/or lead-based paint in the course of its work. If the work as outlined in this RFP requires asbestos containing materials and/or lead-based paint to be disturbed and/or removed, it shall be performed by Pennsylvania Labor and Industry certified individuals for asbestos work complying with all applicable EPA and OSHA regulatory protocol for asbestos and lead. It is the responsibility of selected Proposer to provide control measures to protect building occupants whenever asbestos-containing materials or lead-based paint are disturbed.

3. All suspect asbestos-containing building materials impacted by the work outlined in this RFP shall be verified for the presence of asbestos prior to the start of work by one of the following procedures:

a) SEPTA has had asbestos surveys performed for suspect asbestos-containing materials at this facility. It is the responsibility of selected Proposer to review SEPTA asbestos survey reports for completeness and determine whether or not the materials that are to be impacted by the work of the RFP contain asbestos.

b) Samples shall be collected by Pennsylvania Labor and Industry certified Building Inspector, following AHERA sampling protocol, for each suspect asbestos-containing building material. Samples must be sent to an asbestos laboratory for analysis via Polarized Light Microscopy (PLM) to determine if it is an asbestos-containing material. The laboratory utilized must be NVLAP accredited for PLM analysis. Sample locations shall be appropriately patched where samples are taken.

4. Surveys for lead based paint have not been performed by SEPTA. The facility may have records available. If not, it is the responsibility of selected Proposer to sample painted surfaces for lead as it may apply to the Scope of Work. It is the responsibility of selected Proposer to follow OSHA regulations regarding lead based paint and take the appropriate steps, during the course of work as outlined in this RFP as it may apply to protect building occupants.

5. Selected Proposer shall be responsible for all work that is performed by his subcontractor(s).

G. Using the EPA’s ENERGY STAR tools and resources for each eligible facility, selected Proposer will be required to provide an estimated post-retrofit Energy Performance Rating using the Delta Score Estimator and submit a completed Cash Flow Opportunity spreadsheet using the Cash Flow Opportunity Calculator as part of the IGA Report. Selected Proposer will also be required to submit an updated

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ENERGY STAR rating for each eligible facility upon completion of each guaranteed year as part of the GESC.

H. The following is a list by facility of ECM’s that must, at a minimum, be investigated and/or included and addressed in Proposer’s Proposal:

1. 69th St Complex a. Terminal Bldg. (6901 Market St.) – Chiller/Boiler Replacement (dual-fuel

capability), Lighting Retrofits, HVAC controls b. Carhouse & Motor Shop (101 Victory lane) – HVAC controls, Lighting

Retrofits c. P&W Carhouse (7200 Merion Terrace) – HVAC controls, Lighting

Retrofits d. Bus Depot (110 Victory Lane) – HVAC controls, Lighting Retrofits e. Facilities Shop ( 103 Victory Lane) – HVAC Controls, Lighting Retrofits f. Additional ECM to be investigated for Complex – CHPC plant to supply

heating, cooling and power for the entire site as well as traction power for the Market Frankford line, Norristown High Speed Line and Media Sharon Hill line feeds from the 13.2kv substation located on site.

g. Additional ECM to be investigated incorporating CHP system at each facility in the complex

2. Conversion of the center city steam loop at the following facility sites to natural gas through the use of boilers, CHP systems etc.

a. 1134 Filbert St., Philadelphia, Pa (Jefferson Station) b. 1601 JFK Blvd., Philadelphia, Pa (Suburban Station) c. 1701 JFK Blvd., Philadelphia, Pa (Suburban Station)

3. Center City Regional Rail Tunnel – Lighting Retrofits Regional Rail Stations and Parking Areas (Suburban Counties) – HVAC ECM’s and Lighting Retrofits Jefferson Station, High Bay/Platform – Lighting Retrofits Suburban Station Commuter Platform – Lighting Retrofits

5.2.2 Additional Requirements:

A. The contents of the RFP as well as selected Proposer’s Proposal as negotiated and agreed to shall become part of the final Contracts.

B. SEPTA reserves the right of final approval over the Scope of Work and all end-use conditions. Only prior reviewed and approved equipment and modifications will be permitted by SEPTA.

C. Selected Proposer must carry the level of insurance required by SEPTA for all phases of the Project.

D. All drawings, reports and materials prepared by selected Proposer in performance of the Contracts shall become the property of SEPTA and shall be delivered to them as

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needed or within 30 days after construction is completed and accepted by SEPTA that the project is fully installed and operating.

E. Selected Proposer must secure all necessary licenses and permits and comply with all federal and state laws with respect to this Project. All work completed under the Contracts must be in compliance with all building codes and appropriate accreditation, certification and licensing standards.

F. The repayment obligation and term of the financing for this Project must be arranged to coincide with the acceptance by SEPTA that the Project is fully installed and operating.

G. Selected Proposer will be required to guarantee energy and cost savings on an annual basis. No credit for the achievement of savings above and beyond the annual guarantee will be credited to satisfy performance guarantees in future years of the contract. Annual reconciliation of the achieved savings will be required.

H. Any change in subcontractors must be approved by SEPTA.

5.2.3 Technical Profile of Project Sites

Technical Facility Profiles - Technical Facility Profile provides background information on the buildings at which Energy Conservation Measures may be installed. This information is intended to give a general guide to Proposers to provide a basis for estimating the range of services that SEPTA may require.

A. 69th St. Complex (5 buildings)

GeneralThe facilities are a collection of masonry metal clad buildings.

Site Lighting Outside area is lighted by High Pressure Sodium/Metal halide fixtures. LightingVarious lighting fixtures are utilized as required to provide the most efficient lighting for the space. The offices are provided with fluorescent fixtures. Metal halide is also used. Site Utilities The facility is serviced by public water and sanitary sewer supplied by the City of Philadelphia. Gas is supplied and maintained by the Philadelphia Gas Works. The facility has boilers and chillers also. HVACAir circulation is maintained. Estimated Square Footage of Structures:

Terminal – 50,000 square feet P&W Carhouse – 70,000 square feet Carhouse and Motor Shop – 435,000 square feet Bus Depot – 32,000 square feet Facilities Shop – 30,000 square feet

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Historical Data

69TH STREETTERMINAL 50,000 SQUARE FEET (ESTIMATED) 1986 YEAR OF MAJOR RENOVATIONPASSENGER FACILITY FY2009 FY2010 FY2011 FY2012 FY2013 FY2014

Water Use (Gal) 5,680,700 5,621,400 5,719,300 4,994,100 5,159,700 5,231,300

Electricity (kWh) 1,336,147 1,689,667 1,770,149 1,523,771 1,605,166 1,501,478

Natural Gas (CCF) 2,208 2,054 2,114 2,009 2,225 2,518

Heating Oil (Gal) 37,831 30,261 27,278 29,026 29,042 25,362

Energy (mmbtu) 10,033 10,174 10,041 9,432 9,734 8,900

mmbtu/DegreeDay 2.33 2.36 2.33 2.19 2.26 2.06

7200 MERRIONTERRACE 70,000 SQUARE FEET (ESTIMATED) 1992 YEAR BUILTP&W Carhouse FY2009 FY2010 FY2011 FY2012 FY2013 FY2014Water Use (Gal) n/a n/a n/a n/a n/a n/a

Electricity (kWh) 815,945 867,558 931,375 1,015,518 929,659 910,197

Natural Gas (CCF) 26,350 19,660 17,860 20,200 18,400 22,940

Heating Oil (Gal)

Energy (mmbtu) 5,495 4,983 5,016 5,544 5,065 5,466

mmbtu/DegreeDay 1.19 1.15 1.10 1.54 1.16 1.12

101 VICTORY AVENUE 435,000 SQUARE FEET (ESTIMATED) 1985 YEAR BUILTCarhouse & Motor Shop FY2009 FY2010 FY2011 FY2012 FY2013 FY2014

Water Use (Gal) 270,100 448,900

Electricity (kWh) 5,070,515 5,391,251 5,787,833 6,310,716 5,777,166 5,656,227

Natural Gas (CCF) 169,770 199,090 168,680 139,500 132,900 155,890

Heating Oil (Gal)

Energy (mmbtu) 34,770 38,881 37,105 35,887 33,387 35,340

mmbtu/DegreeDay 7.50 9.00 8.16 9.99 7.62 7.25

103 VICTORY AVENUE 30,000 SQUARE FEET (ESTIMATED) 1950 YEAR BUILTFacilities Shop FY2009 FY2010 FY2011 FY2012 FY2013 FY2014

Water Use (Gal) 148,000 110,000

Electricity (kWh) 349,691 371,810 399,161 435,222 398,425 390,085

Natural Gas (CCF)

Heating Oil (Gal) 2,823 2,272 4,823 2,499 2,671 3,064

Energy (mmbtu) 1,585 1,584 2,031 1,832 1,730 1,756

mmbtu/DegreeDay 0.34 0.37 0.45 0.51 0.39 0.36

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110 VICTORY AVENUE 32,000 SQUARE FEET (ESTIMATED) 1950 YEAR BUILTBUS DEPOT FY2009 FY2010 FY2011 FY2012 FY2013 FY2014

Water Use (Gal) 4,534,600 4,065,000

Electricity (kWh) 373,003 396,598 425,772 464,237 424,987 416,090

Natural Gas (CCF)

Heating Oil (Gal) 56,754 41,849 52,319 43,121 49,017 50,185

Energy (mmbtu) 9,144 7,157 8,709 7,565 8,249 8,380

mmbtu/DegreeDay 1.97 1.66 1.92 2.11 1.88 1.72

B. Center City Steam Loop

Historical Data (steam usage FY/15)

1701 JFK 1601 JFK 1134 Filbert TOTAL MLBs MLBs MLBs MLBs

JULY 0AUGUST 0SEPTEMBER 0OCTOBER 0.0 0.0 0.0 0NOVEMBER 200.9 386.2 380.5 968DECEMBER 1,471.8 842.0 1,206.0 3,520JANUARY 1,844.8 1,051.4 1,634.2 4,530FEBRUARY 2,414.7 1,078.7 2,197.2 5,691MARCH 1,901.5 896.4 2,174.4 4,972APRIL 1,123.0 475.4 1,215.6 2,814MAY 76.4 64.1 0.0 141JUNE 0.0 0.0 0.0 0

9,033.1 4,794.2 8,807.9 22,635.2

C. Lighting

1) Jefferson Station – Platform and High Bay Lighting (Retrofit with LED)

Fixture Count

• 4, 96-inch, 2-Lamp, T12• 8, 96-inch, 3-Lamp, T12• 240, 48-inch, 1-Lamp, T12• 20, 48-inch, 2-Lamp, T12• 4, 48-inch, 1-Lamp, T8• 516, 48-inch, 2-Lamp, T8• 70, 175 watt mercury vapor• 28, 400 watt mercury vapor• 48, 400 watt metal halide

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2) Suburban Station – Platform Lighting (Retrofit with LED)

• There are approximately 3800 96-inch, 1-lamp, T12 fixtures. Thisrepresents the majority of the fixtures found on the platform level.

3) Center City Regional Rail Tunnel – Lighting Retrofit with LED.As part of this RFP, a SEPTA report developed by HNTB for the purposes ofevaluating the lighting in the center city regional rail tunnel will be included.

Fixture Count

• Approximately 330, 48-inch, 2-lamp T5 High output fluorescentfixtures

• Approximately 45, 200 watt lamps of indeterminate technology,either metal halide or incandescent lamps

4) Suburban Commuter Rail Stations and Parking areas (outside the City ofPhiladelphia limits) – ECM’s and lighting retrofits to LED.The regional rail lines and number of stations included at this time are : Trenton(5), West Trenton (12), Warminster (6), Fox Chase (1), Main Line (13)Doylestown (7), Norristown (6), Thorndale (21), Elwyn (11) and Newark (12)The estimated number of rail stations will be between 80-100. An estimatednumber/type of fixtures representing about 88% of the lighting at these stationsis as follows.

Estimated Fixture Count

• 400w High Pressure Sodium – 1855• 250w High Pressure Sodium – 528• 150w High Pressure Sodium – 166• 100w High Pressure Sodium – 350• 400w Metal Halide – 6• 250w Metal Halide – 41• 150w Metal Halide – 63• 100w Metal Halide – 161• 48 inch 2 – lamp fluorescent – 45

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D. Utility Rates

5.3 Form of Proposal Each Proposal shall include a single-sided cover letter that includes the name and address of the organization submitting the Proposal and whether the organization is an individual, partnership, corporation, limited liability company or joint venture, including the

Fiscal Year 2015: July 2014 through June 2015

Energy Usage and Cost for 69th Street Complex UtilityAvg Account Numbers

Acct. # Utility Usage-KWH PECO Cost 3rd Party Cost Total Cost Rate 69th Street5521 ELECTRIC-HT $/KWH

NHSL Shop 2,122,580 24,206.33$ 136,833.28$ 161,039.61$ 0.076$ 09353-01806 69th Street Motor and El Shop 4,830,310 49,908.80$ 305,716.49$ 355,625.29$ 0.074$ 03147-00302 69th Street Terminal 1,229,966 16,594.42$ 76,626.92$ 93,221.34$ 0.076$ 99117-00501

Usage-CCF PECO Cost 3rd Party Cost Total Cost5525 NATURAL GAS $/CCF

6901 Market 2,465 1,267.98$ 1,188.58$ 2,457$ 0.997$ 03198-00809 110 Victory (Carh & Motor Shop) 135,800 39,316.49$ 66,718.22$ 106,035$ 0.781$ 58774-01804 72nd & Merrion Terrace (NHSL shp) 20,700 7,349.86$ 10,156.33$ 17,506$ 0.846$ 83616-01804

5522 No. 2 Heating Oil Usage-GAL Total HO Cost $/GAL 103 Victory Ave. 2,969.00 8,373.81$ 2.8204 69th Street Terminal (6901) 35,006.00 107,142.87$ 3.0607 FY15 rate of 110 Victory Ave. (Body Shop) 5,475.00 14,667.78$ 2.6790 3.0607/gallon thru 110 Victory Ave. (Washer) 10,002.00 29,554.06$ 2.9548 04/30/15; then 110 Victory Ave. (Bus Garage) 26,077.00 79,813.87$ 3.0607 OPIS based pricing

(FY16 rate=$1.7638/gallon)5523 WATER & SEWER Usage-GAL AQUA Total $/GAL

45 Victory Lane, Upper Darby 255,800 7,416$ 0.029$ 0002 433 080 243308 103 Victory Ave, Upper Darby 120,800 2,330$ 0.019$ 0002 563 010 256301 110 Victory Ave, Upper Darby 4,101,800 35,502$ 0.009$ 0003 492 230 349223 101 Victory Ave, Upper Darby 666,000 15,870$ 0.024$ 0002 563 030 256303

69th Street

Fiscal Year 2015: July 2014 through June 2015

Energy Usage and Cost for Jefferson and Suburban Station UtilityAvg Account Numbers

Acct. # Utility Usage-KWH PECO Cost 3rd Party Cost Total Cost Rate 69th Street5521 ELECTRIC-HT $/KWH

1617 JFK-Suburban 10,073,948 95,217.59$ 646,608.57$ 741,826.16$ 0.0736$ 09731-01104801 Race St. - Jefferson 370,440 7,329.47$ 25,030.68$ 32,360.15$ 0.0874$ 74689-011001002 Filbert - Jefferson 4,887,373 46,426.09$ 317,866.07$ 364,292.16$ 0.0745$ 90147-00201

Usage-MLBS Total Cost5526 STEAM HEAT $/CCF

1701 JFK-Suburban 11,809 292,311$ 24.752$ 1601 JFK-Suburban 4,527 113,290$ 25.023$ 1134 Filbert-Market East 7,940 197,924$ 24.927$

5523 WATER & SEWER Usage-CCF WRB Total $/CCF

1601 JFK-Suburban 13,254 78,318.86$ 5.909$ 1601 JFK-Suburban 8,574 48,564.91$ 5.664$

Suburban Commuter Rail Stations and Parking Areas

Commuter Rail Stations and Parking Areas are covered by Third Party Supply and PECO's GS rate.The average rate for SEPTA's GS accounts for FY15 was $.13/kwh.

69th Street

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jurisdiction of organization. The cover letter shall include the name, address, telephone number and e-mail address of the contact person who will be authorized to represent and bind the Proposer. Also contained in the cover letter shall be a statement that the Proposer acknowledges that its Proposal shall be valid for ninety calendar days following submission of the BAFO.

The ESCO Project Proposal must be organized, and labeled in ring binders in a manner, format and quantities set forth below. The Proposal must be submitted in a sealed container that is identified on the face with the name of the Proposer, the Project name and the contents of the container.

The Proposal shall be submitted on 8.5 by 11-inch paper in no less than 11 point font size. 11 by 17-inch fold-out drawings are permitted, but should be limited, with the exception of any drawings that are specifically requested in the ESCO Project Technical Submittal. All parts, pages, figures and tables shall be numbered and clearly labeled.

After the mandatory pre-proposal meeting and mandatory site visit, Proposers shall conduct a preliminary technical scoping audit of the Project Sites described in Section 5.2.3, Technical Profile of Project Sites. This audit will form the basis of the Proposals submitted by Proposers in response to this RFP.

5.3.1 General. Proposers must submit their Proposals in the format, including heading descriptions, outlined below. To be considered, the Proposal must respond to all requirements in this RFP. Proposers should provide any other information thought to be relevant, but not applicable to the enumerated categories, as an appendix to the Proposal. Each Proposal shall consist of the following separately sealed submittals:

a. Technical Submittal

b. Cost Submittal;

SEPTA reserves the right to request additional information which, in SEPTA’s opinion, is necessary to assure that Proposer’s competence, number of qualified employees, business organization, and financial resources are adequate to perform according to the RFP.

SEPTA may make investigations as deemed necessary to determine the ability of Proposer to perform the Project, and Proposer shall furnish to SEPTA all requested information and data. SEPTA reserves the right to reject any Proposal if the evidence submitted by, or investigation of, such ESCO fails to satisfy SEPTA that such Proposer is properly qualified to carry out the obligations of the RFP and to complete the Project as specified.

5.3.2 Technical Submittal Proposers are requested to respond to the requirements and documentation presented in attachment A titled “Technical Submittal”.

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5.3.3 Cost Submittal

Attachment B: The information requested in this section is required to determine the reasonableness of Proposer’s costs. Proposers are required to use and follow the instructions and submit the required information in the format found in Attachment B to this RFP.

i. GESA (62 P.S. § 3753(e)(1)) requires that, before the award of the GESC,the qualified provider must include a report in its Proposal that is availablefor public inspection. The report must contain a summary of the costs andsavings regarding the ECMs and the list of contractors and subcontractorsto be used by the qualified provider. See the statute for the specificrequirements.

ii. GESA's definition of Allowable costs (62 P.S. § 3752) requires thatequipment and project costs be documented by industry engineeringstandards. The definition of industry engineering standards is also in thisGESA section. Please see statute for specific requirements.

5.3.4 Additional Documents

Each Proposer shall include as part of its Proposal the documents listed and more particularly described below, each of which shall be included under a separate tab.

(a) Steel Products Procurement Act of 1978 All steel products used or supplied in the performance of the Agreement shall be products produced from steel made in the United States in conformity with the Steel Products Procurement Act of 1978 (Act No. 3 of 1978, March 3 P.L. 6 (73 P.S. §1881 et seq.)), as amended. Proposer shall insert this requirement as a special condition for any sub-agreement awarded in the performance of the work

By submitting a Proposal, Proposer specifically agrees to fully comply with the Commonwealth of Pennsylvania’s Steel Product Procurement Act of 1978 (Act No. 3 of 1978, March 3 P.L. 6 (73 P.S. §1881 et seq.)), as amended.

(b) Non-Collusion Affidavit As part of the Proposal signed herewith, Proposer shall submit an Affidavit of Non-Collusion, in form acceptable to SEPTA. In addition, upon SEPTA’s request, in the event that the Proposer is awarded the Agreement pursuant to this RFP, the selected Proposer shall agree to re-execute and submit an Affidavit of Non-Collusion prior to the award of the Agreement.

(c) Certification Regarding Compliance with Immigration Reform and Control Act of 1986

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In connection with this solicitation and any resulting Agreement, the Mandatory Documents of the Proposal must include a signed Certification Regarding Compliance with Immigration Reform and Control Act of 1986, Attachment 4.

5.3.5 Submission of Proposals

One (1) original and five (5) copies of the Technical Proposal, one digital copy in text searchable PDF on a CD or DVD shall be required for each submission, and One (1) original and five (5) copies of the Price Proposal, in separate envelopes (clearly marked) shall be submitted to SEPTA’s Contract Administrator:

Michael Piselli – Contract Administrator – Procurement, Supply Chain & DBE Southeastern Pennsylvania Transportation Authority 1234 Market Street, 11th Floor Philadelphia, PA 19107-3780

NO ORAL, FACSIMILE, ELECTRONIC MAIL, TELEGRAPHIC OR TELEPHONIC SUBMITTALS WILL BE CONSIDERED.

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SECTION 6 SELECTION PROCESS

6.1 Evaluation Criteria

Each Proposer’s Proposal shall be evaluated on the following evaluation criteria, listed in descending order of importance.

6.1.1 Experience • Accreditation on the Federal DOE Qualified List of Energy Service

Companies • Reliability of equipment performance on past projects.• Documented energy savings of previous projects.• Ability to plan and complete all phases of the project on schedule.• Quality of project history and client reference documentation.

6.1.2 Project Management • Qualifications and experience of the individuals assigned to this project and

clear assignment of responsibility for various project tasks to specific individuals.

• Clarity, organization, and level of detail in Submittal.• Ability to effectively manage project construction.• Quality of communication skills of ESCO's representatives at the oral

interview.• Clarity and reasonableness of proposed milestones and timeline for project

implementation.• Comprehensiveness of monitoring, maintenance, and measurement and

verification services on past projects.• Comprehensiveness of the technical approach to past projects.

6.1.4 Technical Approach • Quality of proposed training for facility staff.• Quality of project-specific Preliminary Technical Energy Audit Report

including comprehensiveness of analysis and understanding of existingbuilding systems and conditions.

• Conceptual design creativity demonstrated during the oral interview.• Quality of baseline energy calculations.• Quality of proposed Project Commissioning Plan.• Quality of proposed Maintenance Plan.• Quality of proposed Measurement and Verification Plan.

6.1.5 Financial Approach • Reasonableness of proposed financing arrangement and financial analysis

assumptions proposed for this project. • Reasonableness of the Preliminary Cost Submittal.• Most recent annual financial report.• Projected energy savings.• Projected operating savings and clarity of supporting documentation.• ESCO’s proposed financing.

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6.2 Selection

SEPTA shall create a Selection Committee, composed of several SEPTA staff members which shall independently evaluate each Proposal on the evaluation criteria based upon the application of adjectival ratings. The standards and qualifications that follow have been developed to serve as indicators of expected performance or compliance with the requirements of the RFP. SEPTA may seek the assistance of external experts and/or consultants during the evaluation process. The adjectival ratings are as follows:

Superior: Exceeds in all or most aspects the minimum requirements of the RFP. Offers solutions and responses to the Scope of Work that have a high probability of success. Provides cost effective advantages for the program and SEPTA. No significant weaknesses or deficiencies. Response requires no modifications to conform and comply with the critical elements of the RFP.

Very Good: Meets in all aspects and in some cases exceeds the minimum requirements of the RFP. Offers solutions and responses to the Scope of Work that have a high probability of success. Provides cost effective advantages for the program and SEPTA. No significant weaknesses or deficiencies. Response requires little or no modifications to conform and comply with the critical elements of the RFP.

Acceptable: Meets the minimum requirements of the RFP; Responses and solutions offer no significant advantages; Offers solutions and responses to the Scope of Work that have a reasonable probability of success; Weakness and/or deficiencies require some modifications to conform and comply with the critical elements of the RFP.

Marginal: Responses and solutions to the Scope of Work provide minimum probability of success. Significant weaknesses and deficiencies in the responses and solutions offered. Responses require significant modifications to conform and comply with the minimum requirements and critical elements of the RFP.

Unacceptable Responses and solutions fail to meet the minimum requirements of the RFP. Offers solutions and responses to the Scope of Work that have no probability of success. Information provided is insufficient to evaluate the response. Major revisions required to cure deficiencies.

These adjectival ratings are only guides to assist SEPTA in evaluating Proposals; they do not mandate the automatic selection of a particular Proposal.

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After making an evaluation of the Proposals on the basis of the evaluation criteria, SEPTA may conduct interviews and request and receive additional information as it deems necessary from any Proposer deemed to be responsive to the RFP. If interviews are conducted, Proposers who are deemed to be non-responsive and have no reasonable chance of being selected will not be interviewed.

After all Proposals have been evaluated in accordance with the evaluation criteria, any Proposal determined to be acceptable based on the evaluation criteria and interviews (if conducted), SEPTA may, without discussion or negotiation, proceed to negotiate an EAA and award the Energy Audit scope of work.

However, if no Proposal is acceptable without negotiation, those firms whose Proposals are determined by SEPTA to be within the competitive range may be contacted by letter from SEPTA to formally schedule negotiations. Competitive range will be determined by SEPTA and will consist of those firms whose Proposals are determined to have a reasonable chance of being selected for award based on the evaluation criteria.

If negotiations are conducted, all Proposers with whom negotiations have been conducted will be informed of the specified time and date to submit their Best and Final Offer (BAFO). A BAFO shall be the Proposer’s most favorable Proposal. The BAFO will be evaluated by SEPTA based on the evaluation criteria.

As stated in Part I, General Information For Proposers, Section 3.1; the Proposal may be deemed non-responsive if any Proposer fails to submit modifications within the allotted time frame stated within the RFP and attempts to submit them subsequently. SEPTA may cancel a recommendation to award to firm(s) that makes such requests outside the allotted period. Notwithstanding the foregoing, SEPTA reserves the right to reject any and all Proposals, and to negotiate separately with any Proposer(s), if SEPTA determines that doing so would be in the best interests of SEPTA

6.3 Award of Energy Audit Agreement

SEPTA reserves the right to make an award, if any, to one or more firms that have been determined by SEPTA to be fully responsive and responsible to the RFP requirements, while taking into consideration the staff’s evaluation of the Proposals, interviews (if conducted), and the BAFO. A recommendation to the SEPTA Board will be made of one or more firms whose Proposals are the most advantageous to SEPTA for such award.

6.4 Execution of the GESC and Award of the Project

At the conclusion of Investment Grade Audit performed pursuant to the Energy Audit Agreement(s), firm (s) performing the IGAs will be required to submit their final reports, and upon acceptance of same by septa as fully compliant to the requirements of the RFP and submitted proposal, SEPTA will commence negotiations of the GESC based on SEPTA’s required and standard T&C samples issued with the RFP, and proposed modifications and provisions submitted by proposer during the Q&A phase.

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SEPTA will make an award, if any, only to a Proposer (s) who has been determined by SEPTA to be fully responsive and responsible to the RFP requirements, taking into consideration the evaluations of the Selection Committee, interviews (if conducted), and the BAFO that is the most advantageous to SEPTA. A recommendation to the SEPTA Board will be made of the firm whose BAFO is most advantageous to SEPTA.

END OF SECTION

Southeastern Pennsylvania Transportation Authority

Part II


69th St Complex (Main Terminal, Motor Shop, P&W Car House, BusDepot, Facilities Shop) – Energy Conservation Measures (ECMs) & Combined Heat & Power Plant (CHP) Jefferson Station – Remove from center city steam loop and convert tonatural gas heating / CHP Suburban Station – Remove from center city steam loop and convert tonatural gas heating / CHP Suburban Commuter Rail Stations and Parking Areas – ECMs and lightingconversion to LED Suburban Station Commuter Platform – Lighting conversion to LEDJefferson Station Commuter Platform and High Bay – Lighting conversionto LEDCenter City Regional Rail Tunnel – Lighting conversion to LED

RFP Attachments

SEPTA RFP No. 16-00042-AMJP

ATTACHMENT A TECHNICAL SUBMITTAL

All pages in your response to this attachment should be numbered sequentially. Proposers must also include a Table of Contents that indicates the section and page numbers corresponding to the information included.

1. PROJECT MANAGEMENT

1.0 Project Summary

Summarize the scope of services (design, financial, operations, maintenance, training, etc.) offered by your firm for this project including the added value to SEPTA of your firm's services.

In the Project Summary include the following forms:1.0.1 ESCOs ECM SUMMARY FORM,

Use the following rates to calculate Avoided Emissions:

Avoided Emissions Rate Table

EmissionRate

Electric(per KWH)

Natural Gas(per MCF)

Steam*(per Mlbs)

NOX (lbs) 0.002723 0.01530 0.196820SO2 (lbs) 0.009527 0.00061 0.000785CO2 (lbs) 1.234000 119.342300 153.627000

* Assume 80% boiler efficiency and steam heat content of 1060 BTU/lb

1.1 Organization Chart and Project Team Members

A. Submit an organizational chart that clearly identifies the roles and relationships of all key team members and subcontractor (s).

B. Describe the relevant experience, qualifications and educational background of up to ten (10) individual team members assigned to this project using Attachment A-1.

C.Describe the relevant experience, and qualifications of proposed subcontractors for this project using Attachment A-3.

1.2 Project Work Plan and Milestones

Describe your proposed management plan for accomplishing the work. Provide a project work plan to include all tasks and activities and along with a sample timeline of milestones necessary to implement all phases of the project.

1.3 Training Provisions

Describe your firm’s proposed approach to providing technical training for facility personnel. Indicate the proposed number of personnel to be trained and the type and frequency of training to be provided for the duration of the Contracts. Indicate how your firm will address any turnover of key facility personnel as it relates to project performance.

1.4 Project History And Client Reference Form

Provide at least 5 (five) performance based energy savings projects awarded by governmental entities (client references) within the most recent five (5) years, of which at least three have been awarded pursuant to the Pennsylvania Guaranteed Energy Savings Act, and which involve capital expenditures of at least $5 million dollars. Each project must have at least one (1) year of documented savings performance data. Each client reference shall be completed utilizing Attachment A-2.

All information requested is required.

Limit your response to ONLY those projects that have been managed directly by the specific branch, division, office or any individual in such branch, division or office that will be specifically assigned to this project. Please put an asterisk by any project references involving buildings similar to the building(s) described in the technical appendices.

(End of Page)

1.0.1 ESCO’s ECM SUMMARY FORM GUARANTEED ENERGY SAVING CONTRACT

A full description of each individual ECM listed above must be included within the Technical Proposal.

Proposed ECM Description

1234567891011121314151617181920

Optional ECM Description123456789

ESCO TEAM MEMBER QUALIFICATION FORM (ATTACHMENT A - 1)

GUARANTEED ENERGY SAVING CONTRACT

Personnel Information Name of project team member:

Current Employment Current job title: Job responsibilities: Number of years with ESCO: Primary office location: Job responsibilities:

Previous Employment Company name: Number of years with firm: Job responsibilities: Educational Background Degrees/disciplines: College/university:

Professional/Technical Professional affiliations: Publications: Technical training: Indicate the total years of relevant energy-related experience for this individual:

Five Year History of Energy Performance Contracting Project Experience List all energy performance contracting projects this individual has been involved with during the past five years including: project location: type of facilities: year implemented: dollar value of installed project costs:

Describe the specific role and responsibilities this individual had for each listed project. Provide a detailed description of the role and responsibilities this individual will have for the duration of this project.

Describe any other relevant technical experience.

ESCO PROJECT HISTORY AND CLIENT REFERENCE FORM (ATTACHMENT A - 2)


ESCO Project History FormProject Name and Location

Type of Facility(s) and Use; Number of Buildings; Total Square Footage

Number and Types of ECMs

Project Dollar Amount (installed project costs) Financed Project Cost

Source of Project Financing

Construction Start and End Dates

Guarantee Period Start & End Dates

Indicate if the project was completed on schedule. If not, please explain.

Dollar Value of Projected Annual Energy Savings

Dollar Value of Guaranteed Annual Energy Savings

Dollar Value and Type of Annual Operational Cost Savings, if applicable (e.g., outside maintenance contracts, material savings, etc.).

Method(s) of Savings Measurement and Verification

Identify all ESCO personnel associated with this project and their specific role(s) and responsibility(s). Limit the identification of personnel to those who will be assigned to this project.

Provide current and accurate telephone and fax numbers and email address of the owner(s)’ representatives with whom your firm did business on this project. You should ensure that all representatives are familiar with this project.

Project Name & Location _______________________________________________________________

Performance Information:Annual Savings (List Commodity Savings in Units – not Dollars)

Projected Guaranteed Achieved

Year 1 Year 2 Year 3 Year 4 Year 5

Electric Demand (KW)

Electric Energy (KWH)

Natural Gas Specify Units

Fuel Oil Specify Units

Steam Specify Units

Water Specify Units

Other (Specify)

Other (Specify)

Material ($)

Maintenance Contract ($)

Total Annual Savings ($)

ESCO Notes or Comments

SUBCONTRACTOR QUALIFICATION FORM (ATTACHMENT A - 3)


The following information must be submitted for each of the identified subcontractors who will be involved in this project.

1. Firm Name_________________________________________________________________

Business Address___________________________________________________________

City________________________________ State____________ Zip Code ______________

1a. Names and Titles of Two Contact People

1)__________________________________Phone (_________)________________

2)__________________________________Phone (_________)________________

2. Type of Firm: / / Corporation / / Partnership / / Sole Ownership / / Joint Venture

3. Federal Employer Identification Number________________ 4. Year Firm was Established________

5. Name and Address of Parent Company, if applicable:

_____________________________________ _____________________________________

6. Former Firm Name(s), if applicable: ___________________________________________________

7. Five Year Summary of Contract Values for Energy-Related Projects:

20__: $_____________ (to date) 20__: $_____________

20__: $_____________ 20__: $_____________ 20__: $_____________

8. CORPORATE BACKGROUND/HISTORICAL DATA

8a. How many years has your firm been in business under its present business name? Years

8b. Indicate all other names by which your organization has been known and the length of time

known by each name.

__________________________________________________________________

8c. How many years has your firm been involved in energy-related business? Years

8d. Certify that your company does not owe any taxes to Philadelphia, PA.

8e. Certify that your company is not currently under suspension or debarment by Philadelphia, PA, Pennsylvania or any other state, or the federal government.

SUBCONTRACTOR’S QUALIFICATION FORM Page 2 of 2

9. TECHNICAL QUALIFICATIONS AND PERSONNEL INFORMATION

9a. Attach the resumes of the principal individuals who will be directly involved in this project. Indicate their specific qualifications including educational background, supervisory responsibilities, number of years of relevant experience and the specific role they will play in this project.

10. FINANCIAL REFERENCES

10a. Provide a company prospectus to include a Balance Sheet and Cash Flow statement not more than a year old.

10b Please provide the name, address, and the telephone number of the firm(s) that prepared the Financial Statements.

(End of form)

TECHNICAL PROPOSAL

2. PRELIMINARY TECHNICAL ASSESSMENT

2.0 Technical Site Assessment

Based upon your preliminary technical energy audit and available information discuss the site conditions, status of building systems, current operating procedures and potential cost-effective energy improvement opportunities. Describe any equipment modifications, installations or replacements at the facilities that you propose to implement and those that warrant further study. Describe any operational changes you would recommend.

2.1 Energy Baseline Calculation Methodology, Procedure for Calculating Energy and Cost Savings, and Measurement and Verification Plan

Describe in the methods used to compute baseline energy use. Describe any computerized modeling programs used by your firm to establish baseline consumption. Please summarize procedures, formulas and methodologies including any special metering or equipment, your firm will use to measure and calculate energy savings for this project. Describe the methods used to adjust the guaranteed level of savings from any material changes that occur due to such factors as weather, occupancy, facility use changes, etc. Provide a project-specific Measurement and Verification Plan. Indicate any operational cost savings opportunities and how such savings are to be identified, documented and measured. Describe your firm’s proposed approach to treatment of savings achieved during construction and how those savings will be documented and verified.

2.2 Project Commissioning

Provide a proposed project-specific Commissioning Plan.

2.3 Equipment Maintenance Plan

Submit a proposed project-specific Maintenance Plan. Include a description of any major changes in operations or maintenance for this project that your company anticipates. Include a description of the types of maintenance services projected for this project. Address how you would approach the role of SEPTA personnel in performing maintenance on the new and existing and equipment. Discuss the relationship of maintenance services to the savings guarantee, any required duration of the maintenance agreement and what impact termination ofmaintenance prior to the end of the contract term would have on the guarantee.

2.4 ESCO's Preliminary Technical Audit Report

This audit is to be conducted by your firm on the Project Sites identified in Part I, Section 5.2.3. At a minimum, the following information is required:

Identification of preliminary ECMs; Detailed energy and operational cost savings calculations; Technical data and assumptions used in this analysis; Methods to develop baseline consumption; and Methods to calculate & document operational cost savings.

ATTACHMENT B COST SUBMITTAL

The Cost Submittal forms shall be submitted in a separate sealed envelope.

1 Project Financing

Describe your firm's preferred approach to providing or arranging financing for this project. Describe the structure of the financing arrangement including projected interest rate, financing term, repayment schedule, equipment ownership, security interest required, the responsibilities/liabilities of each party, and any special terms and conditions that may be associated with the financing of this project. Describe how construction will be financed. Include your firm’s bonding references including company name, address, contact person, telephone number and information on your firm’s maximum bonding capability.

2 Annual Report

Submit a copy of your firm's most recent annual report.

3 In the Cost Submittal include the following completed forms:

1. Attachment B-1: PROPOSED PROJECT COST FORM 2. Attachment B-2: PRELIMINARY ANNUAL CASH FLOW ANALYSIS

FORM.3. Attachment B-3: ENERGY CONSERVATION MEASURES (ECM)

SUMMARY FORM 4. Attachment B-4(a): PROJECTED ANNUAL ENERGY SAVING DATA FORM5. Attachment B-4(b): PROJECTED ANNUAL ENERGY SAVING DATA FORM

IN MMBTUs

Information for each of the Annual Savings listed MUST be completed using the format provided. DO NOT provide energy savings in terms of BTUs or dollars. Data should be given in the form of fuel units that appear in the utility bills.

Note:For Attachment B-4(a) use the following Avoided Emissions Rate Table:

Avoided Emissions Rate Table

EmissionRate

Electric(per KWH)

Natural Gas(per MCF)

Steam*(per Mlbs)

NOX (lbs) 0.002723 0.01530 0.196820SO2 (lbs) 0.009527 0.00061 0.000785CO2 (lbs) 1.234000 119.342300 153.627000

* Assume 80% boiler efficiency and steam heat content of 1060 BTU/lb

ESCO’s PROPOSED PROJECT COST FORM (ATTACHMENT B-1)


Project Name: Agency Name: ESCO Name:

Fee Category

Fees(1)

Dollar ($) ValuePercentage

of Hard Costs Estimated Value of Hard Costs(2):

Project Service Fees Investment Grade Energy Audit Design Engineering Fees Construction Management System Commissioning Equipment Initial Training Fees Contingency Costs Construction Interest

Project Service Fees Sub Total TOTAL FINANCED PROJECT COSTS:

PROPOSED ANNUAL SERVICE FEES

First Year Annual Service Fees Fees(1)

Dollar ($) ValuePercentage

of Hard Costs Measurement and Verification MaintenancePerformance Monitoring On-going Training Services Verification Reports

TOTAL FIRST YEAR ANNUAL SERVICES

NOTES:1. Fees should include all mark-ups, overhead, and profit. Figures stated as a range will not be accepted.2. The total value of Hard Costs is defined in accordance with standard AIA definitions that include:

Labor Costs, Subcontractor Costs, Cost of Materials and Equipment, Temporary Facilities and Related Items,and Miscellaneous Costs such as Permits, Bonds Taxes, Insurance, Mark-ups, Overhead and Profit, etc.

ESCO’s proposed interest rate available at the time of submission: __________%

Financial Institution: Name of Institution - _____________________________________________ Address Line 1 - ____________________________________________ Address Line 2 - ____________________________________________ City, State, Zip - ____________________________________________

Contract Person: Name of Contact - ____________________________________________ Contact’s Title - ____________________________________________ Contact’s Phone - ____________________________________________ Contact’s Email - ____________________________________________

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ESCO’s ECM SUMMARY FORM (ATTACHMENT B - 3)


1 The total value of Hard Costs is defined in accordance with standard AIA definitions that include: Labor Costs, Subcontractor Costs, Cost of Materials and Equipment, Temporary Facilities and Related Items, and Miscellaneous Costs such as Permits, Bonds Taxes, Insurance, Mark-ups, Overhead, Profit, etc.

Proposed ECMInstalled

Hard Costs1

$Annual Savings

$

Simple Payback (years)

1234567891011121314151617181920Project Summary

Optional ECMInstalled

Hard Costs1

$Annual Savings

$

Simple Payback (years)

12345678910

ESCO’s PROJECTED ANNUAL ENERGY SAVINGS DATA FORM (ATTACHMENT B – 4(a))


The projected annual savings for each fuel type MUST be completed using the following format. Data should be given in the form of fuel units that appear in the utility bills.

Avoided Emission Rates Utilized:

Energy/Water Proposed Savings Annual

Proposed Savings Total Project Term Comments

Electric Demand KW

Electric Energy KWH

Natural Gas (Units)

Fuel Oil (Units)

Steam (Units)

Water (Units)

Other (Specify) (Units)

Other (Specify)(Units)

AVOIDED EMISSIONS

NOX

SO2(Units)

CO2(Units)

Electric Natural GasFuel Oil Steam

Other (Specify)

Other (Specify)

NOX

SO2(Units)

CO2(Units)

ESCO’s PROJECTED ANNUAL ENERGY SAVINGS DATA FORM IN MMBTUs (ATTACHMENT B – 4(b))


The projected annual energy savings for each fuel type MUST be completed using the following format. Data should be given in equivalent MMBTUs. It is preferable to show your calculations.

Energy Proposed Savings Annual

Proposed Savings Total Project Term Comments

Electric Energy (mmBtu)

Natural Gas (mmBtu)

Fuel Oil (mmBtu)

Steam (mmBtu)

Other (Specify) (mmBtu)

Other (Specify)(mmBtu)

TECHNICAL SERVICES CONTRACT

FOR

INVESTMENT GRADE ENERGY AUDIT

Technical Services Contract For Investment Grade Energy Audit 01/16

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TABLE OF CONTENTS

I. CONTRACTOR RESPONSIBILITY ....................................................................................... 2II. PAYMENT FOR CONTRACTOR’S WORK .......................................................................... 2III. THE CONTRACT ..................................................................................................................... 4IV. CONTRACT STANDARD ....................................................................................................... 4V. CONTRACTOR TO COOPERATE WITH SEPTA's DESIGNATED PROJECT REPRESENTATIVES .............................................................................................................. 5VI. TIME OF PERFORMANCE ..................................................................................................... 5VII. LIQUIDATED DAMAGES (Not Applicable) .......................................................................... 5VIII. DELAY IN COMPLETION BEYOND CONTRACTOR's CONTROL .................................. 5IX. EXTENSION OF TIME, NOT WAIVER OF TIMELY PERFORMANCE ............................ 5X. INSPECTION ............................................................................................................................ 6XI. MONTHLY REPORTS ............................................................................................................ 6XII. LOCATION OF WORK AND DELIVERY OF DOCUMENTS ............................................. 6XIII. INDEMNIFICATION ............................................................................................................... 6XIV. INSURANCE ............................................................................................................................ 7XV. PERSONNEL SECURITY MEASURES ................................................................................. 7XVI. INTENTIONALLY OMITTED ................................................................................................ 7XVII. ASSIGNMENT OF RIGHTS: DELEGATION OF DUTIES .................................................. 8XVIII. TERMINATION FOR CONVENIENCE ................................................................................. 8XIX. TERMINATION FOR CAUSE ................................................................................................ 8 XX. CHANGES ................................................................................................................................ 9 XXI. AUDIT AND INSPECTION OF BOOKS AND RECORDS ................................................. 10XXII. CONTRACT SECURITY (Not Applicable) ........................................................................... 10XXIII. FEDERAL, STATE AND LOCAL CONTRACT REQUIREMENTS .................................. 10XXIV. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS ...................................... 10XXV. TAXES. ................................................................................................................................... 11XXVI. NOTICES ................................................................................................................................ 11XXVII. CLAIM AGAINST SEPTA BOARD OR SEPTA EMPLOYEE ........................................... 11XXVIII. GOVERNING LAW; FORUM SELECTION; AND CONSENT TO JURISDICTION ........ 12XXIX. PROJECT FINDINGS ............................................................................................................ 12XXX. DISPUTES .............................................................................................................................. 12XXXI. PROHIBITED INTEREST. .................................................................................................... 14XXXII. SEVERABILITY. ................................................................................................................... 15XXXIII. INTEGRATION. ..................................................................................................................... 15 XXXIV. SURVIVAL .................................................................................................................15XXXV. ENVIRONMENTAL ISSUES.....................................................................................15 SCHEDULE A SPECIFICATIONS……..………………………………………………………17SCHEDULE B INSURANCE REQUIREMENTS……………………………………………..21 SCHEDULE C COMMONWEALTH OF PENNSYLVANIA CONTRACT REQUIREMENTS .........................................................................................................................22

Technical Services Contract For Investment Grade Energy Audit 01/16

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TECHNICAL SERVICES CONTRACT FOR INVESTMENT GRADE ENERGY AUDIT

THIS TECHNICAL SERVICES CONTRACT FOR INVESTMENT GRADE ENERGY AUDIT (“Contract”), entered into this day of , 2014, by and between the Southeastern Pennsylvania Transportation Authority (hereinafter called "SEPTA"), a body corporate and politic exercising the powers of the Commonwealth of Pennsylvania as an agency and instrumentality thereof, with offices located at 1234 Market Street, Philadelphia, Pennsylvania, and ____________________, (hereinafter called "Contractor"), a corporation organized under the laws of _________, with principal offices located at ___________________.

RECITALS:

WHEREAS, SEPTA determined it would be beneficial, as an energy and cost savings measure, to obtain, pursuant to the Guaranteed Energy Savings Act, 62 P.S. §3751 et seq. (“GESA”), proposals from Qualified Providers (as defined in GESA) for the evaluation, recommendation, design, and installation of Energy Conservation Measures (“ECMs”) (as defined in GESA), along with ongoing services related to the ECMs, for certain SEPTA properties located in Philadelphia and surrounding counties in Pennsylvania (“Project Sites”) known as ___________________________________________________________________ (the “Project”); and

WHEREAS, the purpose of the ECMs is to reduce SEPTA’s energy consumption and operating expenses at the Project Sites through the installation of energy efficiency equipment and the implementation of other energy savings services; and

WHEREAS, on or about __________, SEPTA issued the Request for Proposal for Guaranteed Energy Savings Project at the Project Sites, SEPTA RFP No. 16-00042-AMJP, for the Project, as amended or revised from time to time (“RFP”); and

WHEREAS, on or about ____________, Contractor submitted a proposal in response to SEPTA’s RFP; and

WHEREAS, Contractor submitted its revised proposal, including a Technical Submittal and a Cost Submittal, on _______, and its Best and Final Offer on __________; and

WHEREAS, Contractor is a Qualified Provider with the experience and technical and management capabilities to complete the Project; and

WHEREAS, as the initial stage of the Project and to provide sufficient information to SEPTA for SEPTA to definitively decide whether to proceed with the Project and enter into negotiations with Contractor for the execution of a Guaranteed Energy Savings Contract (“GESC”), which will set forth the terms and conditions pursuant to which Contractor will provide the ECMs at the Project Sites, SEPTA needs to acquire certain technical services in connection with the Project hereinafter more fully described and set forth in the

Technical Services Contract For Investment Grade Audit 01/16

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“SPECIFICATIONS”, which is attached hereto as SCHEDULE A and incorporated herein (the “Work”); and

WHEREAS, after evaluation of all proposals received in response to the RFP, SEPTA selected Contractor as the Qualified Provider to provide the Work; and

WHEREAS, SEPTA and Contractor agree that the intent to enter into the GESC does not commit SEPTA to entering into the GESC; and

WHEREAS, the purpose of this Contract is to outline the Work, to identify the terms upon which Contractor will be reimbursed for the Work, and to memorialize Contractor’s commitment to perform the Work and SEPTA’s commitment to reimburse Contractor pursuant hereto for such performance.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

I. CONTRACTOR RESPONSIBILITY

Contractor shall perform those services and supply those products described in the SPECIFICATIONS which are attached hereto as SCHEDULE A and made a part of the Contract and herein referred to as the "Work".

II. PAYMENT FOR CONTRACTOR’S WORK

A. Only upon the occurrence of one of the “Payment Event(s)” (hereinafter defined), SEPTA shall pay Contractor for the Work in a total amount not to exceed _________ (hereinafter called "Contract Sum"), with the payment (“Payment Amount”) calculated by multiplying the Contract Sum by the “Total Percentage Complete” (hereinafter defined) on the date of the Payment Event. A Payment Event is defined as the following: (1) SEPTA and Contractor do not enter into the GESC within ninety (90) days following SEPTA’s completion of SEPTA’s technical review of the “IGA Report” (hereinafter defined) or later time period mutually agreed to in writing by SEPTA and Contractor (“Payment Event 1”); (2) SEPTA terminates this Contract under Section XVIII, Termination for Convenience (“Payment Event 2”); (3) SEPTA terminates this Contract under Section XIX, Termination for Cause (“Payment Event 3”); or (4) SEPTA and Contractor execute the GESC in which case the Payment Amount will be incorporated into Contractor’s costs in the GESC and such things as time and method of payment of the Payment Amount will be as set forth in the GESC (“Payment Event 4”).

B. During the “Contract Time” (hereinafter defined), within ten (10) business days at the end of each month, Contractor shall provide SEPTA with a written monthly statement of work (“Contractor’s Monthly Statement”) that: (1) provides the percentage of Work completed for each respective month (“Monthly Percentage Complete”); (2) provides a total of each Monthly Percentage Complete from the first Contractor’s Monthly Statement to the current Contractor’s Monthly Statement (“Total Percentage Complete”); and (3) itemizes Contractor’s expenses incurred in connection with the Work (“Contractor’s Expenses”) for each respective


3

month including, but not limited to, hours worked per person multiplied by labor rate, material and equipment costs, expenses incurred for Work performed by third parties engaged by Contractor, and mileage and any other travel expenses incurred by Contractor and third parties engaged by Contractor for travel to the Project Sites for Work on the Project, reproduction and delivery services, and provides appropriate documentation evidencing Contractor’s Expenses as requested by SEPTA. The Contractor’s Monthly Statement shall be subject to review and written approval by SEPTA, as determined and interpreted by SEPTA in its sole discretion.

The purpose of the itemization of Contractor’s Expenses on Contractor’s Monthly Statement, as set forth above, is to provide SEPTA with the information (along with any requested documentation) to review the appropriateness and accuracy of Contractor’s calculation of the Monthly Percentage Complete. SEPTA and Contractor agree that, although Contractor’s Expenses will exceed the Contract Sum, all payments to Contractor under this Contract shall not exceed the Contract Sum, with payments calculated as set forth in this Section II.

C. The Contractor’s Monthly Statement used to determine the Payment Amount for:

1. Payment Event 1 shall be the last Contractor’s Monthly Statement, as approved by SEPTA in writing, submitted by Contractor to SEPTA following completion of the Work (“Final Contractor’s Monthly Statement”);

2. Payment Event 2 shall be the Contractor’s Monthly Statement, as approved by SEPTA in writing, submitted by Contractor to SEPTA within ten (10) ten business days following the date of Payment Event 2 and shall cover the period following the preceding Contractor’s Monthly Statement to the date of Payment Event 2 (“Payment Event 2 Final Statement”). Once the Payment Event 2 Final Statement is submitted, Contractor shall not submit any other Contractor’s Monthly Statements. The Payment Amount for Payment Event 2 shall also include any “Actual Costs” (hereinafter defined) and any “Profit” (hereinafter defined) as determined and interpreted by SEPTA in its sole discretion in accordance with Section XVIII, Termination for Convenience;

3. Payment Event 3 shall be the Contractor’s Monthly Statement, as approved by SEPTA in writing, submitted by Contractor to SEPTA with ten (10) business days following the date of Payment Event 3 and shall cover the period following the preceding Contractor’s Monthly Statement to the date of Payment Event 3 (“Payment Event 3 Final Statement”). Once the Payment Event 3 Final Statement is submitted, Contractor shall not submit any other Contractor’s Monthly Statements; and

4. Payment Event 4 shall be the Final Contractor’s Monthly Statement.

The Payment Amount for Payment Event 1, Payment Event 2 or Payment Event 3 shall be made within thirty (30) days following SEPTA’s written approval of the Final Contractor’s Monthly Statement, Payment Event 2 Final Statement or Payment Event 3 Final Statement, as applicable.


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III. THE CONTRACT

A. The Contract Documents form the Contract and represent the entire and integrated agreement between the parties and, except for substantial representations made by the Contractor upon which SEPTA was entitled to rely in making the decision to award the Contract to the Contractor, supersede all prior negotiations, representations, or agreements, either written or oral. The Contract Documents which form the Contract consist of the following:

1. This Contract (including the Recitals set forth above which are incorporated into the body of the Contract), including the following: (i) Schedule A Specifications, Schedule B Insurance, and Schedule C Commonwealth of Pennsylvania Contract Requirements; (ii) any amendment, modification or change order to the Contract mutually agreed to in writing and signed by proper officials of both parties; and (iii) any change pursuant to Section XX.B. Changes;

2. RFP and Addenda 1 through x to RFP;

3. Contractor’s Best and Final Offer dated ____________; and

4. Contractor’s Technical Submittal dated _______________.

B. Order Of Precedence. In the event of any conflicts among the Contract Documents listed in Section III.A above, the terms and requirements of the document which appears earliest in the listing shall govern.

C. No change, modification, or amendment to the Contract shall be binding upon either party unless set forth in writing and signed by the proper officials of both parties or unless authorized under Section XX.B. Changes and, where applicable, concurred in or approved by any government or agency or instrumentality thereof which provided financial assistance for the Project. Variations, additions, or exceptions to the terms and conditions set forth in the Contract Documents shall not be considered part of the Contract unless expressly agreed to in a writing signed by SEPTA and by a proper official of Contractor, if necessary, and incorporated herein.

IV. CONTRACT STANDARD

The SPECIFICATIONS, including any addenda and modifications issued thereto, shall provide the standard for determining whether the Work meets Contract requirements.


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V. CONTRACTOR TO COOPERATE WITH SEPTA's DESIGNATED PROJECT REPRESENTATIVES

Contractor shall cooperate with SEPTA's Project Representatives, namely Chief Engineer, of SEPTA, or his/her representative(s) designated in writing (hereinafter called "Project Manager"), who shall be responsible for technical direction provided by SEPTA, and Contract Administrator, of SEPTA, or his/her representative(s) designated in writing (hereinafter called "Contract Administrator"), who shall be responsible for the administration of the Contract on SEPTA's behalf.

VI. TIME OF PERFORMANCE

Contractor shall commence performance under the Contract within ten (10) days of receipt of SEPTA's Notice to Proceed (“Commencement Date”) and shall fully complete performance, including submission of all required reports, of the Contract within the time specified in SCHEDULE A (“Contract Time”). All time limits contained in the Contract Documents are of the essence.

VII. LIQUIDATED DAMAGES (Not Applicable)

VIII. DELAY IN COMPLETION BEYOND CONTRACTOR's CONTROL

If Contractor shall be delayed in the completion and performance under the Contract or by reason of unforeseeable causes beyond its control and without its contribution, neglect, fault, or negligence, including but not restricted to acts of God, acts of neglect of SEPTA, acts of neglect of any other contractor, fires, floods, epidemics, quarantines, strikes, or freight embargoes, the time herein specified for completion of Contract performance may be extended at the reasonable discretion of SEPTA, by such time as shall be mutually agreed upon between the parties, then fixed by SEPTA in writing. The Contractor shall not be entitled to any damages, compensation, or adjustment from SEPTA on account of any delay or delays, including delays in payment to Contractor, resulting from any of the aforesaid causes.

IX. EXTENSION OF TIME, NOT WAIVER OF TIMELY PERFORMANCE

A. Any extension of time granted by SEPTA pursuant to Section VIII above shall not be deemed as a waiver by SEPTA of its right to terminate the Contract for delay by the Contractor, nor shall such extension relieve Contractor from full responsibility for performance of its obligations hereunder.

B. All requests for extensions of time for the performance of the Contract pursuant to Section VIII above shall be made to SEPTA in writing within 48 hours after the occurrence of any delay or the Contractor's knowledge of the possibility of any such delay. The request for an extension of time shall state in detail the reason for the delay, the duration or estimated duration of such delay, steps planned or taken to mitigate or cure the delay and the time within which performance of the Contract can be completed. The failure to advise SEPTA of any such delay in


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accordance with this paragraph will preclude the granting of any extension of the time of performance.

X. INSPECTION

If SEPTA so elects, the Project Manager may inspect the Work.

XI. MONTHLY REPORTS

Contractor shall render monthly progress reports in such form and detail as the Project Manager may require. Meeting minutes will be acceptable for these reporting purposes.

XII. LOCATION OF WORK AND DELIVERY OF DOCUMENTS

A. The location of the Work shall be as required in the SPECIFICATIONS and/or as set forth in SCHEDULE A.

B. Unless specified elsewhere in the Contract Documents, any reports, records or other documents shall be delivered to SEPTA's Offices, 1234 Market Street, 11th Floor, Philadelphia, PA 19107-3780.

XIII. INDEMNIFICATION

In addition to all other obligations of Indemnification specified herein, Contractor agrees to release and be liable for and to defend, indemnify and save harmless SEPTA, its Board Members, officers, agents, servants, workmen, employees, subsidizers and indemnities, the Pennsylvania Department of Transportation, the City of Philadelphia and any and all government funding agencies providing funds or services in connection with this Project (hereinafter collectively referred to as "SEPTA"), from and against any and all loss, cost, damage, liability and expense, including consequential damages, counsel fees, whether or not arising out of any claim, suit or action at law, in equity, or otherwise, of any kind or nature whatsoever, including negligence, arising out of the performance of the Work, by reason of any accident, loss or damage of property, including the work site, property of SEPTA and Contractor, or injury, including death, to any person or persons, including employees of SEPTA, Contractor, subcontractors at any tier or any person working on Contractor’s behalf, caused by Contractor, which may be sustained either during the term of the Contract, or upon or after completion of the Project, whether brought directly by these persons or by anyone claiming under or through them including heirs, dependents and estates.

Contractor also agrees for itself and on behalf of its agents, servants, subcontractors, materialmen and employees to defend, indemnify and hold harmless SEPTA from and against any and all claims of any kind or nature whatsoever regarding subcontractors and materialmen and agrees to assume the defense of SEPTA to any such suit at its cost and expense. The Contractor further assumes the risk of loss and damage to materials, machinery and equipment to be incorporated in the Work at all times prior to delivery to the Project Site(s) or while in the possession or under the control of the Contractor.


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Contractor, for itself and its employees, Board members, officers, agents, servants, workmen, contractors, subcontractors, licensees and invitees, or any other person working on Contractor's behalf, hereby releases and agrees to be liable for and to defend, indemnify and save harmless SEPTA, except to the extent that SEPTA is negligent in whole or in part, for any claims made by an employee, Board member, officer, agent, workman or servant of Contractor's or any other person working on Contractor's behalf, including claims for compensation or benefits payable to any extent by or for Contractor under any workers' or similar compensation acts or other employee benefit acts, and Contractor expressly waives its statutory protection under §303, as amended, of The Pennsylvania Workers’ Compensation Act, 77 P.S. §481 (b).

In addition, Contractor shall indemnify SEPTA for any fines and legal fees incurred because employees, agents, or workers supplied by Contractor are not authorized to work in the United States.

XIV. INSURANCE

Within ten (10) days after receipt from SEPTA of notice of award of the Contract, the Contractor shall furnish SEPTA with CERTIFICATES OF INSURANCE (SEPTA’s sealed RFP number must be noted on certificates) and any other documents which SEPTA may require, such as copies of policies or endorsements, as evidence of compliance with the Insurance Requirements set forth in SCHEDULE B attached hereto and incorporated herein. Such insurance shall be maintained by Contractor in full force and effect until the Work has been completed and accepted by SEPTA (Note: All insurance carriers providing this coverage shall have an A.M. Best Rating of “B+” or greater). Contractor must obtain the appropriate insurance at no cost and expense to SEPTA. All insurance policies must require a minimum of 30 days’ prior written notice to SEPTA before cancellation by the insurance company. If such notice is not set forth within the basic terms of the policy, the notice must be set forth by endorsement or notation in the certificate.

XV. PERSONNEL SECURITY MEASURES

SEPTA reserves the right to impose personnel security measures upon the Contractor and its employees as SEPTA deems necessary and appropriate to ensure the safety of its patrons, employees and property. These measures may include, but are not limited to, registration of all employees of the Contractor and its subcontractors who shall be working on SEPTA property, photo identification of all registered employees, and background investigations of all registered employees. In addition, SEPTA reserves the right to institute personnel security measures, which may be imposed at any time during the course of the Work. SEPTA shall assume the costs of such security measures. The Contractor and its employees shall cooperate fully with SEPTA in implementing and enforcing security measures on SEPTA property. The Contractor shall be notified by SEPTA, in writing, regarding what is required by SEPTA to carry out any personnel security measures that are being imposed on the Contractor.

XVI. INTENTIONALLY OMITTED


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XVII. ASSIGNMENT OF RIGHTS: DELEGATION OF DUTIES

A. Contractor shall not sell, assign, transfer, or dispose of any interest in the Contract without the prior written consent of SEPTA thereto. SEPTA shall not be obligated to give such consent.

B. Contractor shall not delegate any duty to be performed under the Contract without prior written consent of SEPTA thereto.

C. Any attempt by Contractor to make such assignment or delegation shall give SEPTA the right to terminate the Contract with no further obligation to Contractor or anyone to whom the Contractor has attempted to assign, transfer, or delegate rights or obligations under the Contract.

XVIII. TERMINATION FOR CONVENIENCE

SEPTA shall have the right to terminate the Contract, in whole or in part, at any time by written notice to the Contractor and, upon such termination, Contractor shall immediately cease all Work. The Contractor shall be paid all reasonable costs for Payment Event 2 as determined and interpreted by SEPTA in its sole discretion in accordance with Section II.A. and B. of this Contract and this Section XVIII.

Such costs will include the Total Percentage Complete of the contract Work performed up to the date of termination as set forth in the Payment Event 2 Final Statement multiplied by the Contract Sum; any actual costs associated with termination for convenience (“Actual Costs”), as agreed to by SEPTA; and any profit on Work performed up to the time of termination (“Profit”), as agreed to by SEPTA. However, the total amount paid under this Section XVIII, as determined and interpreted by SEPTA in its sole discretion, shall not exceed the Contract Sum as reduced by (1) the amount of payments previously made and (2) the contract price for the percentage of Work not terminated. Furthermore, SEPTA will not pay any anticipatory profits and/or consequential damages claimed by the Contractor as a result of termination of the Contract. The amount of Profit paid shall be determined by SEPTA based on the percentage of actual work completed. The Contractor shall submit, within ten (10) business days following the date of Payment Event 2, its termination claim to SEPTA and SEPTA shall determine the settlement amount to be paid the Contractor. If the Contractor has any property in its possession belonging to SEPTA, the Contractor shall account for same and dispose of it in the manner SEPTA directs.

XIX. TERMINATION FOR CAUSE

A. If Contractor fails to remedy to SEPTA's satisfaction the breach or default of any of the terms, covenants, or conditions of the Contract within ten (10) calendar days after receipt by Contractor of written notice from SEPTA setting forth the


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nature of said breach or default and/or if the Contractor is suspended or debarred by any federal agency or by the Commonwealth of Pennsylvania, SEPTA shall have the right to terminate the Contract without any further obligation to Contractor and, upon such termination, Contractor shall immediately cease all Work. Any such termination for cause shall not in any way operate to preclude SEPTA from also pursuing all available remedies against Contractor.

B. In the event that SEPTA elects to waive its remedies for any breach by Contractor of any covenant, term or condition of the Contract, such waiver by SEPTA shall not limit SEPTA's remedies for any succeeding breach of that or of any other term, covenant, or condition of the Contract.

C. In the event that it is ultimately determined by SEPTA that the Contractor was not in default or that the failure to perform arose out of causes beyond the control and without fault of the Contractor, the termination shall be treated as one of convenience and the Contractor's sole rights and exclusive remedies shall be those set forth in Section XVIII above.

D. Upon the termination of the Contract under this Section XIX, the Contractor will only be paid an amount not to exceed the Contract Sum in accordance with Section II.A. and B. of this Contract for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the

Contract, which amount shall be calculated by multiplying the Total Percentage Complete set forth on the Payment Event 3 Final Statement by the Contract Sum.

XX. CHANGES

A. The services set forth in the Contract may be reduced, modified or expanded within or beyond the scope of the Contract by written modifications executed by SEPTA and Contractor.

Except as provided in paragraph "B" below, in the event that SEPTA requires a reduction, expansion, or modification of the services, SEPTA shall issue to Contractor a written notification which specifies such reduction, expansion, or modification. Within fifteen (15) calendar days after receipt of the written notification, Contractor shall provide SEPTA's Contract Administrator with a detailed price and schedule proposal for the services to be performed or to be reduced. This proposal may be accepted or rejected by SEPTA or modified by negotiations between Contractor and SEPTA. If the parties come to a mutual agreement regarding a reduction, modification or expansion of the services, along with any change in the Contract Time or Contract Sum, a written amendment to the Contract shall be executed by both parties (“Change Order”). A Change Order must be authorized by SEPTA’s General Manager or Board, as appropriate.

B. Notwithstanding paragraph "A" above, SEPTA may at any time, by written order, make changes within the general scope of the Contract to the services to be performed


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by Contractor. If any such change causes an increase or decrease in the Contract Sum, as determined by SEPTA in accordance with Federal Acquisition Regulation Part 31.2, or the time required for the performance of any portion of the services under the Contract, SEPTA's Contract Administrator shall make equitable adjustment in any one or more of the following: price; completion schedule; or other affected terms; and shall modify the Contract in writing accordingly, which is subject to authorization by SEPTA’s General Manager or Board, as appropriate. Any claim by Contractor for adjustment under this paragraph must be asserted within thirty (30) calendar days from the date of receipt by Contractor of the notification of change; provided however that SEPTA's Contract Administrator, if the Contract Administrator decides that the facts justify such actions, may receive and act upon such claim at any time prior to final payment under the Contract. Failure to agree to any adjustment shall be a dispute within the meaning of Section XXX Disputes. However, nothing in this paragraph shall excuse Contractor from proceeding with the Contract as changed.

c. No services for which an additional amount will be charged by Contractor shall be furnished without the prior express written authorization of SEPTA's Contract Administrator.

XXI. AUDIT AND INSPECTION OF BOOKS AND RECORDS

Contractor shall keep written records in reasonable detail of all the Work performed by it under the Contract. All written records, reports, work sheets, data and information prepared, generated, or obtained in connection with Contractor's performance of the Work shall be made available during the term of the Contract and for a period of five years thereafter, together with all books and other data or information, in whatever form contained, relating to Contractor's performance under the Contract. Contractor shall permit the audit and inspection of the aforementioned material by appropriate officers or representatives of SEPTA and any governmental funding agency providing assistance for this Project, including the United States Department of Transportation, the Office of the Comptroller General of the United States, and the Pennsylvania Department of Transportation.

XXII. CONTRACT SECURITY (Not Applicable)

XXIII. FEDERAL, STATE AND LOCAL CONTRACT REQUIREMENTS

Contractor shall abide by all requirements attached hereto and made a part hereof in SCHEDULE C for all the Work performed in connection with the Project.

XXIV. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS

Contractor shall comply with all applicable laws, ordinances, and regulations of Federal, State and Local governments in effect or become effective during the term of the Contract. All material furnished and services rendered hereunder shall comply with said provisions.


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XXV. TAXES.

The Contractor shall pay all sales, consumer, use and other taxes which it is by law required to pay.

XXVI. NOTICES

All notices given by either party to the other shall be effective only if given in writing and sent to the following addresses of the parties, or to such other addresses as may be designated by the parties in writing. Notice shall be effective upon receipt.

TO SEPTA:

Senior Director, Procurement Southeastern Pennsylvania Transportation Authority 1234 Market Street, 11th FloorPhiladelphia, PA 19107-3780

TO CONTRACTOR:

____________________________________________________________________________

With Copy to:

________________________________________________________________________________________________

XXVII. CLAIM AGAINST SEPTA BOARD OR SEPTA EMPLOYEE

A. Contractor shall make no claim against any of the members of the SEPTA Board or its officers, servants, agents, or employees.

B. Third Party Contract Rights

It is agreed that SEPTA, neither by this clause nor by any other provisions in the Contract or other statements prior to or contemporaneous with the Contract creates any right or expectation in any third party or third parties (including, without limitation, subcontractors and SEPTA DBE subcontractors) enforceable at law or in equity or any other proceeding against SEPTA, its officers, board, subsidizers, employees, agents or assigns.


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XXVIII. GOVERNING LAW; FORUM SELECTION; AND CONSENT TO JURISDICTION

All matters or claims arising out of, related to, or in connection with the Contract, the Project or the relationship between the parties shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the principles of conflicts of laws of such state. All matters, disputes, claims, litigation, or proceedings of any nature whatsoever based upon, arising out of, under or in connection with the Contract, the Project or relationship between the parties shall be solely and exclusively brought, maintained, resolved, and enforced in the state or federal courts located in the City of Philadelphia, Pennsylvania, irrespective of any procedural rules or laws related to venue and forum non conveniens, including but not limited to any choices Contractor may have under any such rules or law. Contractor hereby expressly consents to the jurisdiction of the state and federal courts located in the City of Philadelphia and hereby expressly and irrevocably waives any objection which Contractor may have or hereafter may have to jurisdiction or venue in the state and federal courts located in the City of Philadelphia and any claim that such court is inconvenient or lacks personal jurisdiction over Contractor. Contractor represents and acknowledges that the choice of jurisdiction and venue described above is reasonable and has been freely and voluntarily made by Contractor. Further, the choice of jurisdiction and venue described above shall be mandatory and not permissive in nature, thereby precluding the possibility by Contractor of litigation or trial in any other jurisdiction, court or venue other than specified above, except that any final judgment may be enforced in other jurisdictions in any manner provided by law.

XXIX. PROJECT FINDINGS

Upon the payment of the Payment Amount for Payment Event 1, Payment Event 2 or Payment Event 3 or upon the occurrence of Payment Event 4, as applicable, SEPTA shall have the right to use, for any purpose and in any manner it deems appropriate, all reports, project findings, and information prepared or obtained by Contractor in connection with the Project (“Work Product”) and Contractor shall provide all Work Product to SEPTA that was not previously provided to SEPTA.

XXX. DISPUTES

In GeneralThe parties to this Contract hereby authorize and agree that the resolution of all disputes, including claims arising under Section XX Changes, under this Contract shall be resolved in accordance with this Section XXX Disputes. Contractor and SEPTA agree that participation in each preceding step is a condition precedent to Contractor’s right to pursue any and all unresolved disputes to the next step of the dispute resolution process pursuant to this clause.


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SEPTA and Contractor agree that all requests for additional compensation or an extension of time claims shall, in the first instance, be submitted in accordance with Section XX Changes. If any such additional compensation or time extension claims have not been resolved by written agreement of SEPTA and Contractor within ninety (90) days of submission, such claim may be considered a dispute subject to the dispute resolution process outlined in distinct steps below; provided, however, that SEPTA may extend such ninety (90) day period by an additional period of time not to exceed thirty (30) days by giving Contractor written notice of such extension.

A: Step 1 – Project Staff Level. SEPTA’s Director of Contract Administration or his designee and an authorized representative of Contractor shall attempt to resolve the dispute. Any resolution of the dispute must be pursuant to a written agreement signed by both parties and if applicable, incorporated into a Change Order. All Change Orders require the approval of SEPTA’s General Manager or Board, as appropriate. If SEPTA’s Director of Contract Administration or his designee and an authorized representative of Contractor cannot reach written agreement within thirty (30) days, then the parties shall proceed to Step 2 of the dispute resolution process.

B: Step 2 – Dispute Resolution Board. Any dispute that has not been resolved at the Project Staff Level explained in Step 1 above shall be subject to binding arbitration by the Dispute Resolution Board. The Dispute Resolution Board (“Dispute Resolution Board”) will consist of three (3) members, (i) an authorized representative of SEPTA’s Senior Director, Procurement and Supply Chain Management, (ii) an authorized representative of the Contractor, and (iii) an independent representative (“Independent Representative”). SEPTA and Contractor shall each propose three (3) names of persons to act as the Independent Representative to create a list of six (6) names. SEPTA’s authorized representative on the Dispute Resolution Board and Contractor’s authorized representative on the Dispute Resolution Board shall agree upon the Independent Representative from the list of six (6) names. Should the parties fail to agree on the Independent Representative, SEPTA’s Senior Director of Procurement and Supply Chain Management will make the final selection. The costs for the services of the Dispute Resolution Board will be shared equally by SEPTA and the Contractor.

All disputes subject to resolution by the Dispute Resolution Board shall be initiated through a written notice (“Dispute Resolution Board Notice”) by each party to the Independent Representative, with copies to SEPTA’s Senior Director of Procurement and Supply Chain Management and the authorized representative of the Contractor, within fifteen (15) days of the expiration of the thirty (30) day period provided in Step 1 above. The Dispute Resolution Board Notice shall state clearly and in full detail the specific issues of the dispute to be considered by the Dispute Resolution Board.

C: Within thirty (30) days after the submission of the Dispute Resolution Board Notice, the party initiating the dispute resolution process must provide the Independent Representative for distribution to the Dispute Resolution Board with all materials and other pertinent information in support of the party's position or claim. Within thirty (30)


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days from the date of the Dispute Resolution Board Notice, the party against whom the dispute was filed shall submit any and all materials and other pertinent information to the Independent Representative for distribution to the Dispute Resolution Board. The Independent Representative shall have the discretion to extend the time for submittals required hereunder.

D: The Dispute Resolution Board shall decide when to conduct a hearing and shall advise the parties of the date, time and location for such hearing. During the hearing, the Contractor and SEPTA shall each have reasonable opportunity to be heard and to offer evidence. The Dispute Resolution Board upon notice to the parties may seek such technical or other expertise as the Dispute Resolution Board shall deem necessary or appropriate and may seek any such additional oral or written argument or materials from either or both parties as it deems fit. If so requested by any party, the Dispute Resolution Board shall permit any subcontractor whose work is at issue to participate in the hearing.

E: The Dispute Resolution Board’s resolution of the dispute will be given in writing, to both SEPTA and the Contractor, within fourteen (14) days of completion of the hearing. In exceptionally difficult cases, this time may be extended by mutual agreement of all parties. If requested by either party, the Dispute Resolution Board shall meet with SEPTA and Contractor to provide additional clarification of its determination. The determination rendered by the Dispute Resolution Board shall be final, conclusive and binding, and judgment upon the determination may be entered in any court having jurisdiction thereof.

F: Within fourteen (14) days of receiving the Dispute Resolution Board’s recommendations, or such other time as the SEPTA and Contractor may agree in writing, SEPTA and Contractor shall promptly process and execute any required Change Order. All Change Orders require the approval of SEPTA’s General Manager or Board, as appropriate.

G: Performance During Disputes - Unless otherwise directed by SEPTA in writing, Contractor shall continue its performance under this Contract while the matter in dispute is being resolved. If the Contractor fails or refuses to perform as directed, such action shall constitute an event of default hereunder.

XXXI. PROHIBITED INTEREST.

No member, officer, or employee of SEPTA or of a local public body during his or her tenure shall have any financial interest, direct or indirect, in the Contract or the proceeds thereof.


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XXXII. SEVERABILITY.

If any paragraph, clause, section or part of the Contract is held invalid or declared to be void or nonenforceable for any reason, all other paragraphs, clauses, sections or parts shall nevertheless continue in full force and effect.

XXXIII. INTEGRATION.

Subject to SEPTA's right to rely upon substantial representations made by the Contractor in making the decision to award the Contract to Contractor, this Contract represents the entire and integrated agreement between SEPTA and Contractor and supersedes all prior or contemporaneous negotiation, representation, or agreement, either written or oral.

XXXIV. SURVIVAL.

Sections I through IV, VI, VIII, IX, XIII, XIV, XVII through XXI, and XXIII through XXXV of the Contract shall survive termination or expiration of the Contract for any reason.

XXXV. ENVIRONMENTAL ISSUES.

A. “Hazardous Substance” means without limitation, flammables, explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCB’s), chemicals that are known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum products, and substances that are declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated by any government that has jurisdiction over the Work and/or the Project Sites.

B. The Work must not include any environmental tests or studies (e.g., air, soil or water sampling) unless specifically identified in SCHEDULE “A” and performed in conformity with the terms and conditions set forth in SCHEDULE “A”. If Contractor performs any such tests or studies, Contractor must promptly furnish to SEPTA, at no cost, a copy of the results including any reports or analyses obtained or compiled. Except as may be required by applicable law or as authorized by SEPTA in writing, Contractor must not disclose the results of any such tests or studies to anyone other than SEPTA and the entity hired by Contractor to perform the test or studies.

C. Contractor must not knowingly or negligently use, generate, release, manufacture, refine, produce, process, store, or dispose of any Hazardous Substance on the Project Sites, or transport to, from, or across the Project Sites any Hazardous Substance, except as specifically set forth in SCHEDULE A.

D. As to Contractor’s Work at the Project Sites, Contractor shall not violate any federal, state, or local law, statute, ordinance, or regulation now or hereafter enacted that relates to environmental conditions or Hazardous Substances.


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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by the undersigned duly authorized officers, as of the day and the year first above written.

SOUTHEASTERN PENNSYLVANIA ATTEST: TRANSPORTATION AUTHORITY

BY: BY: Jeffrey D. Knueppel, General Manager Carol R. Looby, Secretary

ESCO Company ATTEST:

BY: BY: President or Vice President Secretary or Assistant Secretary

______________________________ (Please type name) (Please type name)

APPROVED AS TO FORM

BY: Office of General Counsel of SEPTA

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SCHEDULE A

SPECIFICATIONS

SEPTA Project Sites:

Scope of Investment Grade Energy Audit and Report:

Contractor shall visit the Project Sites to perform a detailed technical analysis hereinafter referred to as an Investment Grade Energy Audit (“IGA”) and evaluate the feasibility of ECMs at the Project Sites with the purpose to reduce SEPTA’s energy consumption and operating expenses at the Project Sites. Contractor shall prepare a detailed technical report which specifically identifies the energy improvements and operational changes which are recommended to be installed or implemented at the Project Sites (“IGA Report”). Contractor shall coordinate all Project Site visits with SEPTA’s Project Manager and Contractor shall only conduct Project Site visits while accompanied by SEPTA personnel.

Contractor shall perform the following tasks, which tasks shall be performed in conformance with the Contract Documents and, include, but are not limited to, analysis of ECMs 1 through 17 and 22 through 26 identified in Attachment B-3 to Contractor’s Best and Final Offer dated December 30, 2013, in performing the IGA and preparing the IGA Report:

A. Collect General Project Site Information - Contractor shall collect general Project Site information such as: size, age, construction type, condition and general use of the Project Sites. Contractor shall also collect and summarize Project Site utility cost and consumption data for the most recent 36-month period.

SEPTA shall furnish (or cause its energy suppliers to furnish) all available records and data concerning energy and water usage for the Project Sites for the most current 36 month period, if available, including: utility records; occupancy information; descriptions of any changes in the structure of the Project Sites or its heating, cooling, lighting or other systems or energy requirements; descriptions of all major energy and water consuming or energy and water saving equipment used in the Project Sites; any comfort problems, and a description of current energy management procedures. SEPTA shall also furnish a record of any energy related improvements or modifications that have been installed during the past three years. SEPTA shall also provide copies of drawings, equipment logs and maintenance work orders to Contractor.

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B. Analyze Existing Systems and Equipment – Contractor shall compile an analysis based on a physical inspection of the major electrical and mechanical systems at the Project Sites, which may include the following:

Cooling systems and related equipment Heating and heat distribution systems Automatic temperature control systems and equipment Air distribution systems and equipment Outdoor ventilation systems and equipment Kitchen and associated dining room equipment, as applicable Exhaust systems and equipment Hot water systems Electric motors 5 HP and above, transmission and drive systems Interior and exterior lighting Water consumption end uses, such as restroom fixtures, water fountains, irrigation, etc. Other major energy using systems, as applicable

Contractor may conduct interviews with Project Site operation and maintenance staff regarding the Project Site's mechanical systems operation, occupancy patterns and problems with comfort levels or equipment reliability.

C. Develop List of Potential ECMs - Contractor shall:

1. Identify and propose a list of potential ECMs, specified in Attachment B-3 to Contractor’s Best and Final Offer dated ___________, for installation or implementation at the Project Sites.

2. Provide the cost and savings of each proposed ECM.

3. Identify Project Site operations and maintenance procedures which will be affected by the installation/implementation of the proposed ECMs.

D. Select Final Recommended ECMs - Contractor shall, in consultation with SEPTA, recommend specific ECMs for installation and implementation at the Project Sites.

E. Cost and Fee Estimates - Contractor shall provide estimates of all costs and fees associated with the installation and implementation of the ECMs.

F. Savings Estimates - Contractor shall provide estimates of all savings associated with the installation and implementation of the ECMs. The following items will be allowed as savings or in the development of savings:

Escalation Rates by Utility & Fuel Natural Gas: 0.5% escalation in years 1-5, with 0.75% annual escalation

thereafter

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Electric Power: 0.5% increase per year through 2015, with 0.75 per year thereafter

Heating Oil: 0.5% escalation per year in heating oil prices over the forecast period.

Water/Sewer: 5% escalation per year for years 1 through 10, and 2.5% per year thereafter.

Operational: 2.0%

Escalation Rates for Coal: 3.0%

The Base Rates that will be utilized in calculation of the savings estimates will be set forth in the IGA Report. The “Base Rates” are the fixed unit costs for each of above-stated Utility & Fuel categories, based on the baseline year, to which the above-stated escalation rates shall be applied. The Base Rates shall be proposed by Contractor and approved by SEPTA in writing, in SEPTA’s sole discretion, at the outset of the performance of the Work.

G. IGA Report Format - Contractor shall prepare the IGA Report which shall include all of the information required herein and the sections below, shall comply with GESA, and shall be presented in the following format:

1. Executive Summary: Provide an executive summary which describes the Project Sites, measures evaluated, analysis methodology, and results which shall include a summary of the recommended ECMs, costs, annual savings and simple paybacks for each recommended ECM.

2. ECM Summaries: Provide descriptions for each ECM including analysis method, supporting calculations (may be submitted in appendices), results, proposed equipment and implementation issues, including cut sheets on proposed equipment.

3. Cost and Savings Estimates: Conclusions, observations and assumptions regarding cost and savings estimates. Provide supporting calculations for any proposed maintenance, material or other operational savings.

4. Measures Not Evaluated: Include a discussion of measures not evaluated and the explanation of why a detailed analysis was not performed.

5. ECM Calculations: Provide analysis methodology, supporting calculations and assumptions used to derive baselines (e.g. lighting operating hours) and estimate savings. Provide copies of the utility tariffs used in savings calculations. Calculations should disclose essential data, assumptions, formulas, etc.

6. Savings Measurement & Verification Plan: Provide a savings measurement and verification methodology for each proposed ECM.

7. Schedule of Work: Provide an estimated project implementation timetable for completing design, engineering bid specifications and construction work.

20

8. Financing Arrangements: Provide recommendation(s) for Project financingarrangements and estimated annual Project cash flows.

9. Appendices: Provide appendices which document the data relied upon to prepare theanalysis and any other information pertaining to the recommended ECMs.

10. Contractors and Subcontractors: Provide the list of contractors and subcontractorsto be used by Contractor to perform the ECMs

As required by GESA, Contractor agrees and understands that the IGA Report will need to be made available for public inspection prior to the award of a GESC to Contractor, if any such award is made, and shall comply with SEPTA’s request to make the IGA Report available for public inspection and/or authorizes SEPTA to make the IGA Report available for public inspection.

Schedule of Work:

Contractor shall complete and submit the IGA Report to SEPTA within one hundred and twenty (120) days following the Commencement Date, unless otherwise extended in writing by mutual agreement of SEPTA and Contractor. Within ninety (90) days following receipt of the IGA Report from Contractor, SEPTA shall complete its technical review of the IGA Report, unless otherwise extended in writing by mutual agreement of SEPTA and Contractor.

21

SCHEDULE B

INSURANCE REQUIREMENTS 1. Workers’ compensation insurance & Employer’s Liability. Not less than $1 Million per accident. 2. Commercial general liability insurance. $5,000,000 combined single limit (bodily injury and property damage) per occurrence and not less than $10,000,000 annual aggregate.

Must have CG 2417 or equivalent. 3. Products Completed Operations Liability.

$5,000,000 combined single limit (bodily injury and property damage) per occurrence. 4. Commercial automobile liability insurance. $2,000,000 combined single limit (bodily injury and property damage) per occurrence. 5. Pollution liability insurance. $2,000,000 combined single limit (bodily injury and property damage) per occurrence. 6. Professional liability insurance. $5,000,000 combined single limit per occurrence.

* * * * Contractor will act to have SEPTA named as additional insured on all required commercial general liability insurance and automobile liability insurance policies. SEPTA reserves the right to change the Insurance Requirements. SEPTA will give Contractor 60 days’ written notice of any change thereto. The address of the Enterprise Risk Management Department is: Program Manager Enterprise Risk Management Department 1234 Market Street, 6th Floor Philadelphia, PA 19107-3780

State Construction Contract

SCHEDULE C

COMMONWEALTH OF PENNSYLVANIA CONTRACT REQUIREMENTS

DEFINITIONS:

A. For the purpose of these provisions, the term Contractor is defined as any person, including, but not limited to, a bidder, offeror, supplier, or subgrantee, who will furnish or perform or seeks to furnish or perform, goods, supplies, services, construction or other activity, under a purchase order, contract, or subgrant with SEPTA.

SR-1 Nondiscrimination/Sexual Harassment Clause.

A. APPLICABILITY

This article applies to all purchase orders and contracts.

B. The contractor agrees:

In the hiring of any employee(s) for the manufacture of supplies, performance of work, or any other activity required under any subgrant agreement, contract, or subcontract, a subgrantee, a contractor, a subcontractor, or any person acting on behalf of SEPTA shall not discriminate in violation of the Pennsylvania Human Relations Act (PHRA) and applicable federal laws against any citizen of this Commonwealth who is qualified and available to perform the work to which the employment relates.

Any subgrantee, contractor or any subcontractor or any person on their behalf shall not in any manner discriminate in violation of the PHRA and applicable federal laws against or intimidate any of its employees.

Any subgrantee, contractor or any subcontractor shall establish and maintain a written nondiscrimination and sexual harassment policy and shall inform their employees of the policy. The policy must contain a provision that sexual harassment will not be tolerated and employees who practice it will be disciplined. Posting this Nondiscrimination/Sexual Harassment Clause conspicuously in easily-accessible and well-lighted places customarily frequented by employees and at or near where the grant services are performed shall satisfy this requirement.

Any subgrantee, contractor or any subcontractor shall not discriminate in violation of the PHRA and applicable federal laws against any subgrantee, contractor, subcontractor or supplier who is qualified to perform the work to which the grant relates.

Each subgrantee, contractor and subcontractor represents that it is presently in compliance with and will maintain compliance with all applicable federal, state, and local laws and regulations relating to nondiscrimination and sexual harassment. Each subgrantee, contractor and subcontractor further represents that it has filed a Standard Form 100 Employer Information Report (“EEO-1”) with the U.S. Equal Employment Opportunity Commission (“EEOC”) and shall file an annual EEO-1 report with the EEOC as required for employers subject to Title VII of the Civil Rights Act of 1964, as amended, that have 100 or more employees and employers that have federal government contracts or first-tier subcontracts and have 50 or more employees. Any subgrantee, any contractor or any subcontractor shall, upon request and within the time periods requested by SEPTA, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to their books, records, and accounts by the granting agency and the Bureau of Small Business Opportunities (BSBO), for the purpose of ascertaining compliance with the provisions of this Nondiscrimination/Sexual Harassment Clause.

State Construction Contract 3

Any subgrantee, contractor or any subcontractor shall include the provisions of this Nondiscrimination/Sexual Harassment Clause in every subgrant agreement, contract or subcontract so that those provisions applicable to subgrantees, contractors or subcontractors will be binding upon each subgrantee, contractor or subcontractor.

Each subgrantee’s, contractor’s and subcontractor’s obligations pursuant to these provisions are ongoing from and after the effective date of the agreement through the termination date thereof. Each subgrantee, contractor and subcontractor shall have an obligation to inform the SEPTA if, at any time during the term of the agreement, it becomes aware of any actions or occurrences that would result in violation of these provisions.

SEPTA may cancel or terminate the agreement and all money due or to become due under the agreement may be forfeited for a violation of the terms and conditions of this Nondiscrimination/Sexual Harassment Clause. In addition, the S E P T A may proceed with debarment or suspension and may place the s ubgrantee, contractor, or subcontractor in the Contractor Responsibility File.

SR–2 ADA Provision

A. APPLICABILITY


B. During the term of this agreement, the contractor agrees as follows:

Pursuant to federal regulations promulgated under the authority of the Americans with Disabilities Act, 28 C. F. R. § 35.101 et seq., the contractor understands and agrees that no individual with a disability shall, on the basis of the disability, be excluded from participation in this agreement or from activities provided for under this agreement. As a condition of accepting and executing this agreement, the contractor agrees to comply with the "General Prohibitions Against Discrimination," 28 C. F. R. § 35.130, and all other regulations promulgated under Title II of the Americans with Disabilities Act which are applicable to the benefits, services, programs, and activities provided by SEPTA through contracts with contractors.

The contractor shall be responsible for and agrees to indemnify and hold harmless SEPTA from all losses, damages, expenses, claims, demands, suits, and actions brought by any party against the Commonwealth as a result of the contractor's failure to comply with the provisions of the above paragraph.

SR–3 Contractor Integrity Provisions.

A. APPLICABILITY

It is essential that those who seek to contract with SEPTA observe high standards of honesty and integrity. They must conduct themselves in a manner that fosters public confidence in the integrity of SEPTA’s contracting and procurement process.

DEFINITIONS. For purposes of these Contractor Integrity Provisions, the following terms shall have the meanings found in this Section:

“Affiliate” means two or more entities where (a) a parent entity owns more than fifty percent of the voting stock of each of the entities; or (b) a common shareholder or group of shareholders owns more than fifty percent of the voting stock of each of the entities; or (c) the entities have a common proprietor or general partner.


“Consent” means written permission signed by a duly authorized officer or employee of SEPTA, provided that where the material facts have been disclosed, in writing, by prequalification, bid, proposal, or contractual terms, SEPTA shall be deemed to have consented by virtue of the execution of this contract.

“Contractor” means the individual or entity, that has entered into this contract with SEPTA.

“Contractor Related Parties” means any affiliates of the Contractor and the Contractor’s executive officers, Pennsylvania officers and directors, SEPTA’s Board members or owners of 5 percent or more interest in the Contractor.

“Financial Interest” means either:

(1) Ownership of more than a five percent interest in any business; or

(2) Holding a position as an officer, director, trustee, partner, employee, or holding any position of management.

“Gratuity” means tendering, giving, or providing anything of more than nominal monetary value including, but not limited to, cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services, employment, or contracts of any kind. The exceptions set forth in the Governor’ s Code of Conduct, Executive Order 1980-18, the 4 Pa. Code §7.153(b), shall apply.

“Non-bid Basis” means a contract awarded or executed by SEPTA with Contractor without seeking bids or proposals from any other potential bidder or offeror.

B. In furtherance of this policy, Contractor agrees to the following:

Contractor shall maintain the highest standards of honesty and integrity during the performance of this contract and shall take no action in violation of state or federal laws or regulations or any other applicable laws or regulations, or other requirements applicable to Contractor or that govern contracting or procurement with SEPTA.

Contractor shall establish and implement a written business integrity policy, which includes, at a minimum, the requirements of these provisions as they relate to the Contractor activity with the SEPTA and SEPTA employees and which is made known to all Contractor employees. Posting these Contractor Integrity Provisions conspicuously in easily-accessible and well- lighted places customarily frequented by employees and at or near where the contract services are performed shall satisfy this requirement.

Contractor, its affiliates, agents, employees and anyone in privity with Contractor shall not accept, agree to give, offer, confer, or agree to confer or promise to confer, directly or indirectly, any gratuity or pecuniary benefit to any person, or to influence or attempt to influence any person in violation of any federal or state law, regulation, executive order of the Governor of Pennsylvania, statement of policy, management directive or any other published standard of the Commonwealth in connection with performance of work under this contract, except as provided in this contract.

Contractor shall not have a financial interest in any other contractor, subcontractor, or supplier providing services, labor, or material under this contract, unless the financial interest is disclosed to SEPTA in writing and SEPTA consents to Contractor’s financial interest prior to SEPTA’s execution of the contract. Contractor shall disclose the financial interest to SEPTA at the time of bid or proposal submission, or if no bids or proposals are solicited, no later than Contractor’s submission of the contract signed by Contractor.


Contractor certifies to the best of its knowledge and belief that within the last five (5) years Contractor or Contractor Related Parties have not:

(1) been indicted or convicted of a crime involving moral turpitude or business honesty or integrity in any jurisdiction;

(2) been suspended, debarred or otherwise disqualified from entering into any contract with any governmental agency;

(3) had any business license or professional license suspended or revoked;

(4) had any sanction or finding of fact imposed as a result of a judicial or administrative proceeding related to fraud, extortion, bribery, bid rigging, embezzlement, misrepresentation or anti-trust; and

(5) been, and is not currently, the subject of a criminal investigation by any federal, state or local prosecuting or investigative agency and/or civil anti-trust investigation by any federal, state or local prosecuting or investigative agency.

If Contractor cannot so certify to the above, then it must submit along with its bid, proposal or contract a written explanation of why such certification cannot be made and SEPTA will determine whether a contract may be entered into with the Contractor. The Contractor’s obligation pursuant to this certification is ongoing from and after the effective date of the contract through the termination date thereof. Accordingly, the Contractor shall have an obligation to immediately notify SEPTA in writing if at any time during the term of the contract if becomes aware of any event which would cause the Contractor’s certification or explanation to change. Contractor acknowledges that SEPTA may, in its sole discretion, terminate the contract for cause if it learns that any of the certifications made herein are currently false due to intervening factual circumstances or were false or should have been known to be false when entering into the contract.

Contractor shall comply with the requirements of the Lobbying Disclosure Act (65 Pa.C.S. §13A01 et seq.) regardless of the method of award. If this contract was awarded on a Non-bidBasis, Contractor must also comply with the requirements of the Section 1641 of the Pennsylvania Election Code (25 P.S. §3260a).

When Contractor has reason to believe that any breach of ethical standards as set forth in law, the Governor’s Code of Conduct, or these Contractor Integrity Provisions has occurred or may occur, including but not limited to contact by a SEPTA officer or employee which, if acted upon, would violate such ethical standards, Contractor shall immediately notify the SEPTA contracting officer or SEPTA’s Office of the Inspector General in writing.

Contractor, by submission of its bid or proposal and/or execution of this contract and by the submission of any bills, invoices or requests for payment pursuant to the contract, certifies and represents that it has not violated any of these Contractor Integrity Provisions in connection with the submission of the bid or proposal, during any contract negotiations or during the term of the contract, to include any extensions thereof. Contractor shall immediately notify SEPTA in writing of any actions for occurrences that would result in a violation of these Contractor Integrity Provisions. Contractor agrees to reimburse SEPTA for the reasonable costs of investigation incurred by SEPTA' Office of the Inspector General for investigations of the Contractor’s compliance with the terms of this or any other agreement between the Contractor and SEPTA that results in the suspension or debarment of the Contractor. Contractor shall not be responsible for investigative costs for investigations that do not result in the Contractor’s suspension or debarment.

Contractor shall cooperate with the Commonwealth’s Office of the Inspector General in its investigation of any alleged Commonwealth agency or employee breach of ethical standards


and any alleged Contractor non-compliance with these Contractor Integrity Provisions. Contractor agrees to make identified Contractor employees available for interviews at reasonable times and places. Contractor, upon the inquiry or request of an Inspector General, shall provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Office of the State Inspector General to Contractor's integrity and compliance with these provisions. Such information may include, but shall not be limited to, Contractor's business or financial records, documents or files of any type or form that refer to or concern this contract. Contractor shall incorporate this paragraph in any agreement, contract or subcontract it enters into in the course of the performance of this contract/agreement solely for the purpose of obtaining subcontractor compliance with this provision. The incorporation of this provision in a subcontract shall not create privity of contract between SEPTA and any such subcontractor, and no third party beneficiaries shall be created thereby.

For violation of any of these Contractor Integrity Provisions SEPTA may terminate this and any other contract with Contractor, claim liquidated damages in an amount equal to the value of anything received in breach of these Provisions, claim damages for all additional costs and expenses incurred in obtaining another contractor to complete performance under this contract, and debar and suspend Contractor from doing business with SEPTA and the Commonwealth. These rights and remedies are cumulative, and the use or non-use of any one shall not preclude the use of all or any other. These rights and remedies are in addition to those the Commonwealth may have under law, statute, regulation, or otherwise.

SR-4 Contractor Responsibility.

A. APPLICABILITY


B. For the purpose of these provisions, the term “Contractor” is defined as any person, including, but not limited to, a bidder, offeror, loan recipient, grantee, or subgrantee, who has furnished or seeks to furnish goods, supplies, services, or leased space, or who has performed or seeks to perform construction activity under contract, subcontract, grant, or subgrant with the Commonwealth, or with a person under institutions. The term “Contractor” may include a permittee, licensee, or any agency, political subdivision, instrumentality, public authority, or other entity of the Commonwealth.

1. The Contractor must certify, in writing, for itself and all its subcontractors, that as of thedate of its execution of any Commonwealth contract, that neither the Contractor, nor anysubcontractors, nor any suppliers are under suspension or debarment by theCommonwealth or any governmental entity, instrumentality, or authority and, if theContractor cannot so certify, then it agrees to submit, along with the bid/proposal, awritten explanation of why such certification cannot be made.

2. The Contractor must also certify, in writing, that as of the date of its execution of

any Commonwealth contract, it has no tax liabilities or other Commonwealth

obligations.

3. The Contractor’s obligations pursuant to these provisions are ongoing from and

after the effective date of the contract through the termination date thereof.

Accordingly, the Contractor shall have an obligation to inform the contracting


agency if, at any time during the term of the contract, it becomes delinquent in the

payment of taxes, or other Commonwealth obligations, or if it or any of its

subcontractors are suspended or debarred by the Commonwealth, the federal

government, or any other state governmental entity. Such notification shall be

made within 15 days of suspension or debarment.

4. The failure of the Contractor to notify the contracting agency of its suspension or

debarment by the Commonwealth, any other state, or the federal government shall

constitute an event of default of the Contract with the Commonwealth.

5. The Contractor agrees to reimburse the Commonwealth for reasonable costs ofinvestigation incurred by the Office of the Inspector General for investigations of theContractor’s compliance with the terms of this or any other agreement between theContractor and the Commonwealth, which results in the suspension or debarment of theContractor. Such costs shall include, but shall not be limited to, salaries of investigators,including overtime; travel and lodging expenses; and expert witness and documentaryfees. The Contractor shall not be responsible for investigative costs for investigationswhich do not result in the Contractor’s suspension or debarment.

6. The Contractor may obtain the current list of suspended and debarred CommonwealthContractors by either searching the Internet at http://www.dgs.state.pa.us/debarment.htmor contacting the:

Department of General Services

Office of Chief Counsel

603 North Office Building

Harrisburg, PA 17125

SR–5 Retainage

A. APPLICABILITY

This article applies to all construction purchase orders and contracts.

B. SEPTA may withhold an amount not to exceed ten (10%) percent of SEPTA’s portion of net Project cost of this Agreement to ensure substantial completion by the contractor of the Project. SEPTA may at any time release any portion of any such retainage if, in the opinion of SEPTA , the contractor has substantially completed sufficient portions of the Project to justify such payments.

SR-6 Steel Products

A. APPLICABILITY



B. All steel products used or supplied in the performance of the Contract shall be products produced from steel made in the United States in conformity with the Steel Products Procurement Act of 1978 (Act No. 3 of 1978, march 3, P.L. 6 (73 P.S. §1881 et seq.)), as amended and, if the federal Buy America requirements are applicable to the Contract, in full conformity with the Buy America provisions of 49 U.S.C. §5323 (j) [formerly the Federal Surface Transportation Assistance Act of 1982, as amended] and the applicable regulations in 49 CFR part 661.

Contractor shall insert this requirement as a special condition for any subcontract awarded in the performance of the Project.

SR-7 Diverse Business Participation for Non-Federally-Funded Projects

A. APPLICABILITY


B. For non-federally funded projects, the Contractor shall comply with provisions of Section 303 of Title 74 of Purdon's Statutes. 74 Pa.C.S. §303 (Diverse business participation)."

SR–8 Right To Know

A. APPLICABILITY


B. Subgrantee or Contractor understands that this Agreement and records related to or arising out of the Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”).

If SEPTA needs the Subgrantee’s or Contractor’s assistance in any matter arising out of the RTKL related to this Agreement, it shall notify the Subgrantee or Contractor using the legal contact information provided in the Agreement. The Subgrantee or Contractor, at any time, may designate a different contact for such purpose upon reasonable prior written notice to SEPTA.

Upon written notification from SEPTA that it requires Subgrantee’s or Contractor’s assistance in responding to a request under the RTKL for information related to this Agreement that may be in Subgrantee’s or Contractor’s possession, constituting, or alleged to constitute, a public record in accordance with the RTKL (“Requested Information”), Subgrantee or Contractor shall:

(1) Provide SEPTA, within ten (10) calendar days after receipt of written notification, access to, and copies of, any document or information in Subgrantee’s or Contractor’s possession arising out of this Agreement that SEPTA reasonably believes is Requested Information and may be a public record under the RTKL; and

(2) Provide such other assistance as SEPTA may reasonably request, in order to comply with the RTKL with respect to this Agreement.

If Subgrantee or Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that Subgrantee or Contractor considers exempt from production under the RTKL, Subgrantee or Contractor must notify SEPTA and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of Subgrantee or Contractor explaining why the requested material is exempt from public disclosure under the RTKL.


SEPTA will rely upon the written statement from Subgrantee or Contractor in denying a RTKL request for the Requested Information unless SEPTA determines that the Requested Information is clearly not protected from disclosure under the RTKL. Should SEPTA determine that the Requested Information is clearly not exempt from disclosure, Subgrantee or Contractor shall provide the Requested Information within five (5) business days of receipt of written notification of SEPTA’s determination.

If Subgrantee or Contractor fails to provide the Requested Information within the time period required by these provisions, Subgrantee or Contractor shall indemnify and hold SEPTA harmless for any damages, penalties, costs, detriment or harm that SEPTA may incur as a result of Subgrantee’s or Contractor’s failure, including any statutory damages assessed against SEPTA.

SEPTA will reimburse Subgrantee or Contractor for any costs associated with complying with these provisions only to the extent allowed under the fee schedule established by the office of Open Records or as otherwise provided by the RTKL if the fee schedule is inapplicable.

Subgrantee or Contractor may file a legal challenge to any SEPTA decision to release a record to the public with the Office of Open Records, or in the Pennsylvania Courts, however, Subgrantee or Contractor shall indemnify SEPTA for any legal expenses incurred by SEPTA as a result of such a challenge and shall hold SEPTA harmless for any damages, penalties, costs, detriment or harm that SEPTA may incur as a result of Subgrantee’s or Contractor’s failure, including any statutory damages assessed against SEPTA, regardless of the outcome of such legal challenge. As between the parties, Subgrantee or Contractor agrees to waive all rights or remedies that may be available to it as a result of SEPTA’s disclosure of Requested Information pursuant to the RTKL.

The Subgrantee’s or Contractor’s duties relating to the RTKL are continuing duties that survive the expiration of this Agreement and shall continue as long as the Subgrantee or Contractor has Requested Information in its possession.

[END OF PAGE]


Attachment D

SEPTA’s Sample Guaranteed Energy Savings Contract

1

118176730_3. . CD 3872. ESCO-GESA. SEPTA-Constellation. Draft 08 19 2015

GUARANTEED ENERGY SAVINGS CONTRACTBETWEEN

SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITYAND

[____________________________________]

Project No. [_________________]

THIS GUARANTEED ENERGY SAVINGS CONTRACT (the “Contract”) made this [_____] day

of [____________________], 20[___], between the SOUTHEASTERN PENNSYLVANIA

TRANSPORTATION AUTHORITY, a body corporate and politic exercising the powers of the

Commonwealth of Pennsylvania as an agency and instrumentality thereof (“SEPTA”), with

offices located at 1234 Market Street, Philadelphia, Pennsylvania 19107 3780, AND

[______________________], a [________________________], established under the laws of

[_____________________] (“GESA Contractor”), having a principal place of business at

[_________________________________].

WHEREAS, SEPTA determined it would be beneficial, as an energy and cost savings

measure, to obtain, pursuant to the Guaranteed Energy Savings Act, 62 P.S. §3751 et seq. (as

the same may be amended, "GESA"), proposals from Qualified Providers (as defined in GESA)

for the evaluation, recommendation, design, and installation of Energy Conservation Measures

("ECMs") (as defined in GESA), along with ongoing services related to the ECMs, for certain

SEPTA properties located in Philadelphia, Pennsylvania identified on Exhibit I attached hereto

(collectively, the "Project Sites", and such project, the "Project"); and


WHEREAS, the purpose of the ECMs is to reduce SEPTA's energy consumption and

operating expenses at the Project Sites through the installation of energy efficiency equipment

and the implementation of other energy savings services; and

WHEREAS, on or about [___________________], SEPTA issued the Request for Proposal

for Guaranteed Energy Savings Project, SEPTA RFP No. [______________________] for the

Project, as amended or revised from time to time (the "RFP"); and

WHEREAS, GESA Contractor is a Qualified Provider with the experience and technical

and management capabilities to complete the Project; and

WHEREAS, on or about [_________________], GESA Contractor submitted a proposal in

response to the RFP, which was accepted by SEPTA; and

WHEREAS, under the terms of a certain Technical Services Contract for Investment

Grade Energy Audit dated [___________], 20[__] between SEPTA and GESA Contractor, GESA

Contractor has performed an investment grade energy audit (“IGA”) of the Project Sites and

delivered a report thereof to SEPTA dated [___________], 20[__] which contains a detailed

description of the ECMs to be installed at the Project Sites and the expected “Project Savings”

(as defined below) therefrom (the “IGA Report”), a copy of which is attached hereto as Exhibit

II; and

WHEREAS, based upon the IGA Report, SEPTA has determined to proceed with the

Project and enter into this Contract with GESA Contractor set forth the terms and conditions

pursuant to which GESA Contractor will provide the ECMs at the Project Sites in accordance

with the Contract Documents (as defined below); and


WHEREAS, GESA Contractor shall guarantee to SEPTA that the savings from the ECMs to

be implemented under this Contract shall meet or exceed the cost of such implementation, and

are guaranteed to the extent necessary to make payments to GESA Contractor required

hereunder; and

WHEREAS, the purpose of this Contract is to outline the Work, to identify the terms

upon which GESA Contractor will be reimbursed for the Work, and to memorialize GESA

Contractor's commitment to perform the Work and provide the guarantee, and SEPTA' s

commitment to reimburse GESA Contractor pursuant hereto for such performance.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the

parties hereto, intending to be legally bound, hereby agree as follows:

The Contract Documents shall consist of this Contract and all attachments hereto, the

RFP, GESA Contractor’s proposal submitted in response to the RFP (the “GESA Proposal”), the

Contract Bonds, the Conditions of the Contract (General, Special, Supplementary, and other

Conditions), all Drawings created by or for GESA Contractor and/or its Design Consultant, the

Specifications created by or for GESA Contractor and/or its Design Consultant, the IGA, all

bulletins and addenda issued prior to execution of the Contract, and all Change Orders. All of

these documents form the contract and are as fully part of the Contract as if attached to this

Contract or repeated herein.

GESA Contractor shall perform all the Work required by the Contract Documents for the

design and implementation/construction of the ECMs.


The Work to be performed under this Contract shall be commenced upon the Effective

Date. “Effective Date” shall mean the date upon which SEPTA executes this Contract. GESA

Contractor shall complete all Work to the satisfaction and approval of SEPTA on or before

___________________ calendar days from the Effective Date (the “Contract Completion

Date”).

GESA Contractor further agrees that the time is of the essence under this Contract and

that if GESA Contractor fails to complete the Work within the time specified above, then GESA

Contractor will pay as liquidated damages and not as a penalty for such failure, the sum of

$______________.00 dollars ($______________.00) per day for each and every calendar day

after the Contract Completion Date until the Work is completed and accepted (“Liquidated

Damages”). SEPTA may extend the Contract Completion Date for causes set forth in the

General Conditions of the Contract that, in fact, delay the completion of such Work. In such

case, GESA Contractor is liable for said Liquidated Damages only after the expiration of the

extended period.

SEPTA will authorize [___________________________], its energy financing provider

(the "Energy Financing Provider") to pay GESA Contractor for the performance of the Work

subject to additions and deductions by Change Order, as provided in the General Conditions of

the Contract attached hereto as Appendix ___ (the “General Conditions”), the contract sum of

_________________________ Dollars ($______________________) (the “Contract Sum”).


Payment will be made as set forth in the General Conditions. Deductions from or additions to

the Contract Sum will be made as set forth in the General Conditions.

Based upon Applications for Payment submitted to SEPTA by GESA Contractor in

accordance with the General Conditions, SEPTA will authorize the Energy Financing Provider to

release progress payments on account of the Contract Sum to the GESA Contractor, as provided

in the General Conditions.

Final Payment will be approved by SEPTA for release by the Energy Financing Provider to

GESA Contractor within thirty (30) days after Close out Inspection of the Work if the Contract

has been fully performed and a Final Application for Payment has been submitted, as provided

in the General Conditions.

GESA Contractor shall fully comply with the DBE requirements as found in Attachment _

which is attached hereto and made a part hereof.


Contract Bonds

Attachment ___.


Refer to the appropriate paragraph of the General Conditions (which are made a part of

this Contract by incorporation by reference as if fully set forth herein), which prohibits

discrimination in hiring or employment opportunities. The Contract Documents also list

applicable statutory provisions which are incorporated by reference into this Contract as if set

forth fully herein.

GESA Contractor is required to guarantee energy and cost savings stipulated in this

Contract on an annual basis. The savings must be guaranteed to provide the project financing

payment plus the service fees during that year for the Contract duration. No credit for savings

above the annual guarantee will be credited toward the performance guarantees for future

years of this Contract. The recovery of contract costs from energy savings over the term of this

Contract shall not exceed ____ (___) years. Refer to the Assured Performance Guarantee

(which is made a part of this Contract by incorporation and is attached hereto as Attachment

___) for GESA Contractor’s requirements regarding documenting and verifying the annual

energy and/or cost savings that are attributed to this Project.


IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed by

the undersigned duly authorized officers, under seal, as of the day and the year first above

written.

ATTEST: SOUTHEASTERN PENNSYLVANIATRANSPORTATION AUTHORITY:

By:

Name:

Title:

By:

Name:

Title: General Manager

(SEAL)

ATTEST: GESA CONTRACTOR:

[__________________________________]

By:

Name:

Title:(Secretary or Treasurer)

By:

Name:

Title:(President or Vice President)

APPROVED AS TO FORM:

By: ______________, Esq.

Office of General CounselSoutheastern PennsylvaniaTransportation Authority


CONTRACT BONDS


FORM OF PERFORMANCE BOND


FORM OF LABOR ANDMATERIAL PAYMENT BOND


FORM OF GUARANTEE BOND


ATTACHMENT ___

ASSURED PERFORMANCE GUARANTEE

PART 1

1.1 DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

Annual Project Benefits are the portion of the projected Total Project Benefits to beachieved in any one year of the Guarantee Term.

Annual Project Benefits Realized are the Project Benefits actually realized for any oneyear of the Guarantee Term.

Annual Project Benefits Shortfall is the amount by which the Annual Project Benefitsexceed the Annual Project Benefits Realized in any one year of the Guarantee Term.

Annual Project Benefits Surplus is the amount by which the Annual Project BenefitsRealized exceed the Annual Project Benefits in any one year of the Guarantee Term.

Baseline is the mutually agreed upon data and/or usage amounts that reflect conditionsprior to the installation of the Energy Conservation Measures.

Final Payment Date is the date on which the GESA Contractor receives the last paymentof the GESA Contract.

Guarantee Term will commence on the first day of the month following the FinalPayment date and will continue through the duration of the M&V Services.

Installation Period is the period beginning on the effective date of the GESA Contractand ending on the commencement of the Guarantee Term.

Measured Project Benefits are the utility savings and cost avoidance calculated inaccordance with the methodologies set forth in Part 2 of this Agreement.

Project Benefits are the Measured Project Benefits to be achieved for a particularperiod during the term of this Agreement.

O&M Benefits are the operations and maintenance cost avoidance savings as stipulatedin Part 2 of this Agreement.

Rebate Project Benefits are the energy rebate or incentive non recurring savings asstipulated in Part 2 of this Agreement.


Total Project Benefits are the projected Project Benefits to be achieved during theentire term of this Agreement.

1.2 SCOPE

SEPTA

Energy Conservation Measures ECMs

B. Any stipulated energy and/or operational cost savings that are attributed tothis Project have been rigorously reviewed and GESA Contractor is requiredby this Contract to thoroughly document and verify the savings, which havebeen approved by SEPTA. The Annual Project Benefits Realized by the ECMs inany year must be guaranteed to equal or exceed the Annual Project Benefitsduring that year for the duration of the Contract. GESA Contractor is requiredto guarantee energy and cost savings on an annual basis. No credit for theachievement of savings above and beyond the annual guarantee will becredited to satisfy performance guarantees in future years of the contract.Annual reconciliation of the achieved savings will be required

1.3 MEASUREMENT & VERIFICATION

M&V



PART 2

PROJECT BENEFITS

2.1 PROJECT BENEFITS SUMMARY

Total Project Benefits

Year

Guaranteed Energy

CostSavings

Operations &MaintenanceCost Savings

RebateProjectBenefits

(non-

TotalGuaranteed

ProjectSavings

12345

Totals


2.2 PROJECT SAVINGS SHORTFALLS OR SURPLUSES

PART 3

MEASUREMENT AND VERIFICATIONMETHODOLOGY

3.1 MEASUREMENT & VERIFICATION PROTOCOL


B. Option A: Partially Measured Retrofit Isolation

Measured Project Benefits are determined by partial field measurement of the energy use of the system(s) to which an Improvement Measure was applied separate from the energy use of the rest of the facility. Measurements will be short-term with only one-time measurements before and after the Installation Period. Partial measurement means that some but not all parameters will be measured. Careful review of the design and installation of Improvement Measures is intended to demonstrate that the stipulated values fairly represent the probable actual values. Agreed-upon values will be shown in the measurement and verification plan, along with analysis of the significance of the error they may introduce. Engineering calculations using short-term pre and post-retrofit measurements and stipulations are used to calculate Measured Project Benefits for the duration of the Guarantee Term. Measured Project Benefits from the following Improvement Measures will be calculated using Option A: LIST ALL OPTION A ECMS AS APPLICABLE ECM # _____________________ Pre-Installation Verification Methodology Description Post-Installation Verification Methodology Description CALCULATION OF SAVINGS:

[EQUATIONS / FORMULAE]

C. Option B: Retrofit Isolation

Measured Project Benefits are determined by field measurement of the energy use of the systems to which an Improvement Measure was applied separate from the energy use of the rest of the facility. Short-term, long-term or continuous measurements are taken throughout the pre and post-retrofit periods. Engineering calculations using short term, long-term or continuous pre and post-retrofit measurements are used to calculate the Measured Project Benefits for the duration of the Guarantee Term. Measured Project Benefits from the following Improvement Measures will be calculated using Option B: LIST ALL OPTION B ECMS and for each, set forth: ECM # _____________________ Pre-Installation Verification Methodology Description Post-Installation Verification Methodology Description CALCULATION OF SAVINGS:


PART 1

PART 1


D. Option C: Utility Bill Analysis

Measured Project Benefits involves use of utility meters or whole building sub-meters to assess the energy performance of a total building. Option C assesses the impact of any type of Improvement Measure, but not individually if more than one is applied to an energy meter. This option determines the collective Measured Project Benefits of all Improvement Measures applied to the part of the facility monitored by the energy meter. Also, since whole building meters are used, Measured Project Benefits reported under Option C include the impact of any other change made in facility energy use (positive or negative). Period consumption against baseline consumption will be normalized using weather data. Baseline changes due to any changes in non-routine factors such as building operation and building foot print will be manually adjusted using the savings calculations as presented herein. Meters Included in Option C:

Building Name/Location: _______________________

Fuel Type: _______________________

Account #/Meter #: _______________________

Measured Project Benefits from the following Improvement Measures will be calculated using Option C: ECM # _____________________ Pre-Installation Verification Methodology Description Post-Installation Verification Methodology Description CALCULATION OF SAVINGS:


3.2 CHANGES IN USE OR CONDITIONPART 1


PART 4

BASELINE CALCULATIONS AND UTILITY RATES 4 1. UTILITY COSTS FOR

4.1 BASELINE

Building SF $/kWh(BER)

AvgkWCost

Unblended$/kWh $/Gallon $/Ton $/Therm

PART 5

PRIMARY OPERATIONS SCHEDULE PRE & POST RETROFIT

5.1 PRE/POST RETROFIT – [LIST APPLICABLE FACILITIES]

Lighting – locations (Post) Time On Time Off

Monday am pm


Tuesday am pm Wednesday am pm Thursday am pm Friday am pm Saturday

Average of _____ hours over the weekend

Sunday

Holidays am pm

HVAC – Occupied Hours (Pre) Monday am pmTuesday am pmWednesday am pmThursday am pmFriday am pmSaturday - -Sunday - -Holidays - -

HVAC – Occupied Hours (Post) Monday am pmTuesday am pmWednesday am pmThursday am pmFriday am pmSaturday - -Sunday - -Holidays - -

5.2 PRE/POST RETROFIT BUILDING TEMPERATURES LIST APPLICABLEBUILDINGS AND FOR EACH:

Pre-Temperatures:Occupied Temperature During Heating Season: ____ to ____ degrees F Unoccupied Low Temperature Limit During Heating Season: _____ degrees F Heating season is October ____ through April ____________ Occupied Temperature During Cooling Season: __ to __ degrees F Unoccupied High Temperature Limit During Cooling Season: __ to __ degrees F Cooling season is May ____ through September _____

Post-Temperatures:Occupied Temperature During Heating Season: ____ to ____ degrees F Unoccupied Low Temperature Limit During Heating Season: _____ degrees F


Heating season is October ____ through April ____________ Occupied Temperature During Cooling Season: __ to __ degrees F Unoccupied High Temperature Limit During Cooling Season: __ to __ degrees F Cooling season is May ____ through September _____

PART 6

MEASUREMENT & VERIFICATION SERVICES

6.1 SEPTA REPRESENTATIVE

6.2 M&V SERVICES



PART 7

SEPTA RESPONSIBILITIES

7.1

ENERGY EFFICIENT MEASURES The table below summarizes ECM savings and costs and Simple Payback.

TABLE TO BE INCLUDED


APPENDIX __ General Conditions For

GESA Contract

2

GENERAL CONDITIONS OF THE GESA CONTRACT

ARTICLE 1. DEFINITIONS

Whenever in this Contract the following words and expressions occur, they have the followingmeanings:

1.1. APPLICATION FOR PAYMENT. The document in form required by SEPTA submitted byGESA Contractor to SEPTA for SEPTA’s review and/or approval of the release ofpayment by the Escrow Agent.

1.2. AS BUILT RECORD DRAWINGS.

1.3. BI WEEKLY

1.4. CHANGE ORDER.

1.5. COMMONWEALTH

1.6. CONTRACT GESA Contract

1.7. CONTRACT BONDS.

1.8. CONTRACT COMPLETION DATE.

1.9. CONTRACT DOCUMENTS.

RFP

3

GESA Proposal

1.10. CONTRACT DURATION.Contract Time

1.11. CONTRACT LIMITS.

1.12. CONTRACT START DATE. For purposes of calculating dates for completion of the Work,this is the date upon which the Initial Job Conference is held for the Project.

1.13. CONTRACT SUM.

1.14. DAYS

1.15. DEFICIENCY ITEM.

1.16. DRAWINGS

1.17. ECM: ENERGY CONSERVATION MEASURE

1.18. EFFECTIVE DATE.

1.19. ESCROW AGENT.

1.20. EXTENSION OF TIME.

4

1.21. FIELD ORDER

1.22. FINAL INSPECTION.

1.23. FISCAL YEAR

1.24. GESA CONTRACTOR

1.25. GESA CONTRACTOR’S DESIGN CONSULTANT

1.26. MILESTONE ACTIVITY

Milestone Date

1.27. NOTICE OF DEFICIENCY

1.28. OFF SITE WORK.

1.29. ON SITEWORK.

1.30. PERSON

1.31. PROJECT

1.32. PROJECT MANAGER.

1.33. PROJECT SCHEDULE

1.34. PUNCH LIST

5

1.35. REQUEST FOR INFORMATION or RFI

1.36. SAMPLES

1.37. SEPTA INDEMNIFIED PARTIES

1.38. SPECIFICATIONS

1.39. SUBCONTRACTOR

1.40. SUBMITTALS

1.41. SUBSTANTIALLY COMPLETE or SUBSTANTIAL COMPLETION.

1.42. SUPERINTENDENT

6

1.43. SUPPLIER.

1.44. WORK. The construction and services required by Contract Documents, whethercompleted or partially completed, including all labor, materials, equipment andservices provided or to be provided by a construction contractor to fulfill itsobligations

ARTICLE 2. EXECUTION, CORRELATION, INTENT, AND INTERPRETATIONS

2.1. CONTRACT EXECUTION

2.2. CONTRACT INTERPRETATION

7

2.3. CONTRACT ORGANIZATION

8

2.4. CONTRACT DETAIL

2.5. CONTRACT ERRORS OR CONFLICTS

2.6. OWNERSHIP AND COPIES OF CONTRACT DOCUMENTS

ARTICLE 3. GESA CONTRACTOR’S DESIGN CONSULTANT

3.1. RELATIONSHIP BETWEEN SEPTA, GESA CONTRACTOR AND GESA CONTRACTOR’SDESIGN CONSULTANT

3.2. ADMINISTRATION OF CONTRACT

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3.3. SITE VISITS

3.4. ACCESS TO WORK

3.5. INTERPRETATION OF DOCUMENTS

3.6. COOPERATION WITH LOCAL BODIES

3.7. COORDINATION WITH EXISTING FACILITIES AND UTILITIES

3.8. STANDARDS OF QUALITY

10

3.9. REJECTION OF WORK

3.10. NON CONFORMING WORK

3.11. AS BUILT RECORD DOCUMENTS

3.12. OPERATIONS AND MAINTENANCE DATA

3.13. REPLACEMENT OF GESA CONTRACTOR’S DESIGN CONSULTANT

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3.14. SEPTA OWNS THE DOCUMENTS

ARTICLE 4. SEPTA

4.1. EASEMENTS AND RIGHTS OF ACCESS

4.2. SEPTA NOT RESPONSIBLE FOR GESA CONTRACTOR’S MEANS, METHODS ORTECHNIQUES

4.3. SEPTA NOT RESPONSIBLE FOR GESA CONTRACTOR ACTS OR OMISSIONS

4.4. SEPTA’s ACCESS TO THE WORK

4.5. REJECTION OF WORK

ARTICLE 5. THE GESA CONTRACTOR

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5.1. REVIEW OF CONTRACT DOCUMENTS AND SITE CONDITIONS

5.2. SUPERVISION AND CONSTRUCTION PROCEDURES

5.3. COORDINATION OF THE WORK

5.4. COORDINATION OF SUBCONTRACTORS

13

5.5. USE OF SITE

5.6. JOB CONFERENCES

5.7. DRAWINGS AND SPECIFICATIONS AT THE SITE

5.8. PROVISION OF LABOR AND MATERIALS

5.9. RESPONSIBILITY FOR THOSE PERFORMING WORK

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5.10. EQUIPMENT AND MATERIALS

5.11. SUPERVISION

5.12. GOOD ORDER AMONG EMPLOYEES

5.13. PERMITS AND FEES

5.14. COMPLIANCE WITH APPLICABLE LAWS, ORDINANCES, REGULATIONS, ETC

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5.15. SURVEYS, LAY OUT AND EXECUTION OF THE WORK

5.16. EXISTING UTILITIES AND SERVICES

16

5.17. INTERRUPTION OF EXISTING SERVICES

5.18. GESA CONTRACTOR PERFORMING EXCAVATION OR DEMOLITION

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5.19. CUTTING AND PATCHING OF WORK

5.20. CLEANING THE PROJECT

5.21. REPAIR OF DAMAGED WORK

5.22. CHASES AND OPENINGS

5.23. CHASES AND OPENINGS AFTER CONSTRUCTION OF WALLS

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5.24. TESTS

5.25. SPECIAL TESTING

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5.26. CERTIFICATES OF INSPECTION

5.27. OBSERVATION OF TESTING

5.28. EFFECT OF TESTS

5.29. ENVIRONMENTAL QUALITY CONTROL

5.30. SOLID WASTE

DEP

20

5.31. COMPLIANCE WITH STATUTES AND REGULATIONS ADMINISTERED BY DEP

5.32. BURNING OF MATERIALS

5.33. SUSPENSION FROM METAL ROOF DECKS – NEW AND EXISTING

5.34. ASPHALT OR TAR KETTLES

5.35. STORAGE ENCLOSURE

5.36. NO STORAGE IN EXISTING BUILDINGS

5.37. OPERATION AND MAINTENANCE INSTRUCTION MANUALS

21

5.38. AS BUILT RECORD DRAWINGS

5.39. WARRANTY AND GUARANTEE

22

5.40. TAXES

5.41. OFFSET OF AMOUNTS DUE TO COMMONWEALTH

5.42. CONTRACTOR EVALUATION

ARTICLE 6. SUBCONTRACTORS

6.1. CONTRACTOR’S INTEREST IN SUBCONTRACTOR/SUPPLIER

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6.2. SUBCONTRACTOR/SUPPLIER RESPONSIBILITY

6.3. CONTRACTOR RESPONSIBILITY FOR ACTIONS AND COMPLIANCE

6.4. ACTS AND OMISSIONS OF SUBCONTRACTORS

24

6.5. SUBCONTRACTORS

6.6. NO CONTRACTUAL RELATIONSHIP BETWEEN SEPTA AND SUBCONTRACTOR

6.7. NO CONTRACTUAL RELATIONSHIP BETWEEN SEPTA AND SUPPLIER

6.8. PAYMENT OF SUBCONTRACTORS BY GESA CONTRACTOR

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6.9. FAILURE TO RELEASE PROGRESS PAYMENT

6.10. PERCENTAGE OF COMPLETION

6.11. NO OBLIGATION ON PART OF SEPTA TO PAY SUBCONTRACTORS OR SUPPLIERS

6.12. SUBCONTRACTOR AND SUPPLIER CLAIMS

ARTICLE 7. PROJECT SCHEDULE

7.1. SUBMISSION OF THE PROJECT SCHEDULE

7.2. SEPTA RESERVATION OF RIGHTS

26

Upon request, GESA Contractor shall provide to SEPTA all the planning data used to develop the Project Schedule. This planning data shall include, but is not limited to:

7.3. TIME IS OF THE ESSENCE

7.4. SCHEDULE REQUIREMENTS

27

7.5. DESIGN ACTIVITIES

7.6. CONSTRUCTION ACTIVITIES

28

7.7. PROCUREMENT ACTIVITIES

7.8. INITIAL JOB CONFERENCE

7.9. COMMENCEMENT OF ON SITE WORK

7.10. WORK DURING FORMATION OF PROJECT SCHEDULE

7.11. MAINTAINING THE PROJECT SCHEDULE

7.12. PROJECT SCHEDULE UPDATING

7.13. RECOVERY SCHEDULE

29

GESA Contractor will prepare a Recovery Schedule indicating that all future activities, project completion and occupancy dates will be met within the Contract Duration. The Recovery Schedule shall be implemented within three (3) days after written direction from SEPTA. In order to create and maintain the Recovery Schedule, GESA Contractor agrees to undertake, but not be limited to, some or all of the following actions at no additional cost to SEPTA: increase the manpower, the number of working hours per shift, the number of shifts per day, the number of working days per week, the quantity of equipment, or any combination of the foregoing, and reschedule such activities to bring the Project back on schedule. Failure of GESA Contractor to comply with these requirements may result in default and/or suspension and/or debarment of GESA Contractor.

7.14. REQUESTS FOR EXTENSIONS OF TIME

7.15. EXTENSIONS OF TIME AND IMPACT ON SCHEDULE

7.16. UNFAVORABLE WEATHER

7.17. EXTENSIONS OF TIME NOT AN ADMISSION OF LIABILITY FOR DELAY

30

ARTICLE 8. SUBMITTALS & COORDINATION DRAWINGS

8.1. SUBMITTALS

SEPTA’s approval of Submittals does not relieve GESA Contractor of the responsibility for any deviation from the requirements of the Contract Documents. Failure to mention a deviation shall be construed as a non-conformance with the Contract Documents. GESA Contractor shall be responsible for all costs associated with bringing the Work back into conformance with the Contract Documents, including costs incurred by GESA Contractor, GESA Contractor’s Design Consultant and SEPTA as a result of such non-conformance.

8.2. STANDARDS OF QUALITY

31

8.3. SUBSTITUTION OF MATERIALS

ARTICLE 9. PROTECTION OF PERSON & PROPERTY AND INSURANCE ANDINDEMNIFICATION

9.1. SAFETY PRECAUTIONS AND PROGRAMS

9.2. SAFETY OF PERSONS AND PROPERTY

32

9.3. COMPLIANCE WITH SAFETY LAWS

9.4. EMERGENCY NOTIFICATION

9.5. FAILURE TO COMPLY WITH SAFETY REQUIREMENTS

9.6. EXPLOSIVES

9.7. REMEDIATION OF DAMAGES

33

9.8. LOADS

9.9. GESA CONTRACTOR’S LIABILITY INSURANCE

9.10. INSURANCE LIMITS

9.11. CERTIFICATES OF INSURANCE

34

9.12. INSURANCE LIMITS OF LIABILITY

35

9.14. SUBCONTRACTOR INSURANCE

36

OR

9.15. RISK TO CONSTRUCTION WORK

9.16. UNACCEPTABLE SURETY OR INSURANCE COMPANY

SEPTA will not consider any claim for an Extension of Time, costs, or damages because of time lost due to such instance brought by the noncompliant GESA Contractor.

9.17. INDEMNIFICATION

37

9.18. INDEMNIFICATION NOT LIMITED BY EMPLOYEE BENEFITS ACTS

9.19. WORKPLACE DRUG AND ALCOHOL POLICY

38

ARTICLE 10. CHANGES IN THEWORK

10.1. CHANGES

a. GESA Contractor agrees that payment under any method noted withinthis Article will be the exclusive compensation for such addition,deletion, or other revision to the original Contract, including any and allcosts associated with acceleration, stacking and re sequencing of forcesrequired by the change in order to maintain the Project Schedule.

10.2. COST OF CHANGE ORDER

Changed Work

39

40

41

42

43

10.3. DISAGREEMENT AS TO COST OR CREDIT

10.4. UNCLASSIFIED EXCAVATION

10.5. CONCEALED CONDITIONS

GESA Contractor has seven (7) days after the first observance of the concealed condition to provide written notice to SEPTA. If SEPTA decides that either of the two concealed conditions described above has occurred during construction, then the Contract Sum shall be equitably adjusted by Change Order. No adjustment shall be made to the Contract Sum under this paragraph, however, for concealed conditions encountered during cutting and patching of Work.

44

10.6. NO CLAIMS FOR ADDITIONAL COST OR TIME

10.7. MINOR CHANGES IN THE WORK

10.8. DIRECTIVE TO COMMENCE CHANGE ORDER WORK

ARTICLE 11. NON CONFORMINGWORK AND CORRECTIONS

11.1. WORK COVERED CONTRARY TO REQUEST

11.2. UNCOVERING OF WORK

11.3. CORRECTION OF WORK REJECTED BY SEPTA

45

11.4. CORRECTION OF WORK AFTER ACCEPTANCE

11.5. CORRECTION AT NO COST TO SEPTA

11.6. INVESTIGATION BY SEPTA

11.7. ACCEPTANCE OF NONCONFORMING WORK

11.8. OBLIGATIONS OF CONTRACTOR NOT LIMITED BY THIS ARTICLE

ARTICLE 12. PAYMENTS AND COMPLETION

12.1. DESIGN PAYMENTS

46

12.2. APPLICATION FOR PROGRESS PAYMENTS

12.3. GESA CONTRACTOR WARRANTS TITLE TO ALL WORK PASSES FREE OF LIENS

liens

12.4. NEITHER PAYMENT NOR OCCUPANCY CONSTITUTES ACCEPTANCE OF WORK NOT INCONFORMANCE WITH CONTRACT DOCUMENTS

47

12.5. PAYMENTS WITHHELD

If SEPTA withholds approval of the release of payment from GESA Contractor for any of the aforementioned reasons, SEPTA will provide written notification to GESA Contractor of the reason for withholding approval of payment within fifteen (15) days of SEPTA’s receipt of the Application for Payment. GESA Contractor may withhold payment from a Subcontractor or Supplier for a deficiency item. If payment is withheld from the Subcontractor or Supplier for such item, GESA Contractor must notify the Subcontractor or Supplier and SEPTA of the reason for the withholding within fifteen (15) days of the date after GESA Contractor receives the notice of deficiency item from SEPTA.

12.6. PAYMENT MADE WHEN GROUNDS ARE RESOLVED

12.7. IF SEPTA DOES NOT APPROVE RELEASE OF PAYMENT

48

12.8. IF WORK CANNOT BE COMPLETED THROUGH NO FAULT OF GESA CONTRACTOR

then SEPTA may agree to release payment to GESA Contractor. The payment shall be deducted by one and one-half (1-1/2) times the dollar value of items on the Punch List.

12.9. APPROVAL TO RELEASE FINAL PAYMENT IF FINAL DELAY NOT DUE TO GESACONTRACTOR

12.10. FINAL PAYMENT NOT DUE UNTIL CONDITIONS MET

49

If any Subcontractor refuses to furnish a release or waiver, as required by SEPTA, GESA Contractor may furnish a bond satisfactory to SEPTA to indemnify SEPTA against any such lien. If any such lien remains unsatisfied after all payments are made, GESA Contractor shall refund to SEPTA all moneys that the latter may be compelled to pay in discharging such lien, including all costs and reasonable attorney’s fees.

12.11. FINAL PAYMENT AS WAIVER OF CLAIMS

12.12. ACCEPTANCE OF FINAL PAYMENT AS WAIVER OF CLAIMS

ARTICLE 13. PROJECT CLOSEOUT

13.1. CLOSEOUT GENERALLY

13.2. FINAL INSPECTION

50

2. GESA Contractor shall complete all Punch List items within thirty(30) calendar days of Final Inspection.

ARTICLE 14. SUSPENSION

14.1. SUSPENSION OF WORK DUE TO UNFAVORABLE CONDITIONS OR WEATHER

51

14.2. SUSPENSION OF WORK DUE TO FAULT OF GESA CONTRACTOR

14.3. SUSPENSION OF WORK FOR THE CONVENIENCE OF SEPTA

52

14.4. RESUMPTION OF WORK

ARTICLE 15. TERMINATION OF CONTRACT

15.1. TERMINATION FOR THE CONVENIENCE OF SEPTA

15.2. GESA CONTRACTOR’S DEFAULT

53

then SEPTA may, without prejudice to any of its other rights or remedies, give GESA Contractor and its surety written notice that GESA Contractor has seven (7) days from the date of SEPTA’s letter to cure the default. If GESA Contractor fails to cure the default within the specified time, SEPTA may terminate the Contract and may take possession of the Project Sites and of all materials and equipment, which has been paid for SEPTA as of the date of termination. SEPTA may finish the Work by whatever method SEPTA may deem expedient. Upon termination, GESA Contractor is not entitled to receive any further payment until the Work is finished, at which time GESA Contractor shall be paid any excess remaining, in accordance with the Unpaid Contract Balance Paragraph below. The discretion to declare GESA Contractor in default rests solely with SEPTA. No party, whether bound by contract to SEPTA or attempting to raise a third party relationship, which this Contract specifically precludes, may state a cause of action against SEPTA alleging failure of SEPTA to exercise its discretion to terminate GESA Contractor.

15.3. UNPAID CONTRACT BALANCE

15.4. SURETY REPLACEMENT OF CONTRACTOR

15.5. SURETY’S FAILURE TO PROVIDE REPLACEMENT CONTRACTOR

15.6. SEPTA’S RIGHT OF RECOVERY

ARTICLE 16. DISPUTES

16.1. CONTRACTOR MUST CARRY ON WORK DURING THE DISPUTE PROCESS

54

16.2. DISPUTE RESOLUTION PROCESS

STEP 1: PROJECT STAFF LEVEL

16.3. STEP 2: DISPUTE RESOLUTION BOARD

Dispute ResolutionBoard

Independent Representative

55

ARTICLE 17. MISCELLANEOUS CONDITIONS

17.1. PROJECT SIGN

56

17.2. FOUNDATIONS FOR MECHANICAL EQUIPMENT

17.3. SANITARY FACILITIES

17.4. HOISTING FACILITIES

17.5. TEMPORARY VENTILATION

17.6. WORK BEYOND LIMIT OF CONTRACT

17.7. ADVERTISING

17.8. FEDERAL AND A.S.T.M. AND OTHER SPECIFICATIONS

57

17.9. STORAGE AND STOCKPILING ON ROOFS

17.10. AUDIT OF RECORDS

17.11. REDUCTION OF NOISE

17.12. VISIBLE DUST EMISSIONS

17.13. COMPLIANCE WITH DEPARTMENT OF LABOR REQUIREMENTS

58

17.14. PERSONELL SECURITY MEASUREAS

17.15. OVERHEAD OBSTACLES

ARTICLE 18. LEGAL MATTERS

18.1. NO ESTOPPEL OR WAIVER OF LEGAL RIGHTS

59

18.2. GOVERNING LAW; FORUM SELECTION; CONSENT TO JURISDICTION

18.3. SUCCESSORS AND ASSIGNS

18.4. WRITTEN NOTICE

60

18.5. CLAIMS FOR DAMAGES: LEGAL RELATIONS AND RESPONSIBILITIES

18.6. ROYALTIES AND PATENTS

18.7. STEEL PRODUCTS PROCUREMENT ACT

18.8. PREVAILING MINIMUM WAGE PREDETERMINATION

Attachment ___.

18.9. TOBACCO USE ON PROJECT SITE

18.10. RIGHT TO KNOW LAW

61

RTKL

Requested Information

62

18.11. NON APPROPRIATION CLAUSE

18.12. PROHIBITED INTEREST

18.14. FORCE MAJEURE

63

Force Majeure Event

64

ATTACHMENT ___

COMMONWEALTH OF PENNSYLVANIACONTRACT REQUIREMENTS

65


DEFINITIONS:

B. For the purpose of these provisions, the term Contractor is defined as any person, including, but not limited to, a bidder, offeror, supplier, or subgrantee, who will furnish or perform or seeks to furnish or perform, goods, supplies, services, construction or other activity, under a purchase order, contract, or subgrant with SEPTA.


C. APPLICABILITY


D. The contractor agrees:





Each subgrantee, contractor and subcontractor represents that it is presently in compliance with and will maintain compliance with all applicable federal, state, and local laws and regulations relating to nondiscrimination and sexual harassment. Each subgrantee, contractor and subcontractor further represents that it has filed a Standard Form 100 Employer Information Report (“EEO-1”) with the U.S. Equal Employment Opportunity Commission (“EEOC”) and shall file an annual EEO-1 report with the EEOC as required for employers subject to Title VII of the Civil Rights Act of 1964, as amended, that have 100 or more employees and employers that have federal government contracts or first-tier subcontracts and have 50 or more employees. Any subgrantee, any contractor or any subcontractor shall,

66

upon request and within the time periods requested by SEPTA, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to their books, records, and accounts by the granting agency and the Bureau of Small Business Opportunities (BSBO), for the purpose of ascertaining compliance with the provisions of this Nondiscrimination/Sexual Harassment Clause.





C. APPLICABILITY


D. During the term of this agreement, the contractor agrees as follows:




C. APPLICABILITY

67












D. In furtherance of this policy, Contractor agrees to the following:


Contractor shall establish and implement a written business integrity policy, which includes, at a minimum, the requirements of these provisions as they relate to the Contractor activity with the SEPTA and SEPTA employees and which is made known to all Contractor employees. Posting these Contractor Integrity Provisions conspicuously in easily-accessible

68

and well- lighted places customarily frequented by employees and at or near where the contract services are performed shall satisfy this requirement.










Contractor shall comply with the requirements of the Lobbying Disclosure Act (65 Pa.C.S.

69

§13A01 et seq.) regardless of the method of award. If this contract was awarded on a Non-bid Basis, Contractor must also comply with the requirements of the Section 1641 of the Pennsylvania Election Code (25 P.S. §3260a).



Contractor shall cooperate with the Commonwealth’s Office of the Inspector General in its investigation of any alleged Commonwealth agency or employee breach of ethical standards and any alleged Contractor non-compliance with these Contractor Integrity Provisions. Contractor agrees to make identified Contractor employees available for interviews at reasonable times and places. Contractor, upon the inquiry or request of an Inspector General, shall provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Office of the State Inspector General to Contractor's integrity and compliance with these provisions. Such information may include, but shall not be limited to, Contractor's business or financial records, documents or files of any type or form that refer to or concern this contract. Contractor shall incorporate this paragraph in any agreement, contract or subcontract it enters into in the course of the performance of this contract/agreement solely for the purpose of obtaining subcontractor compliance with this provision. The incorporation of this provision in a subcontract shall not create privity of contract between SEPTA and any such subcontractor, and no third party beneficiaries shall be created thereby.



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C. APPLICABILITY


D. For the purpose of these provisions, the term “Contractor” is defined as any person, including, but not limited to, a bidder, offeror, loan recipient, grantee, or subgrantee, who has furnished or seeks to furnish goods, supplies, services, or leased space, or who has performed or seeks to perform construction activity under contract, subcontract, grant, or subgrant with the Commonwealth, or with a person under institutions. The term “Contractor” may include a permittee, licensee, or any agency, political subdivision, instrumentality, public authority, or other entity of the Commonwealth.

1. The Contractor must certify, in writing, for itself and all its subcontractors, that as of the date of its execution of any Commonwealth contract, that neither the Contractor, nor any subcontractors, nor any suppliers are under suspension or debarment by the Commonwealth or any governmental entity, instrumentality, or authority and, if the Contractor cannot so certify, then it agrees to submit, along with the bid/proposal, a written explanation of why such certification cannot be made.



obligations.









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5. The Contractor agrees to reimburse the Commonwealth for reasonable costs of investigation incurred by the Office of the Inspector General for investigations of the Contractor’s compliance with the terms of this or any other agreement between the Contractor and the Commonwealth, which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for investigative costs for investigations which do not result in the Contractor’s suspension or debarment.

6. The Contractor may obtain the current list of suspended and debarred Commonwealth Contractors by either searching the Internet at http://www.dgs.state.pa.us/debarment.htmor contacting the:





SR–5 Retainage

C. APPLICABILITY


D. SEPTA may withhold an amount not to exceed ten (10%) percent of SEPTA’s portion of net Project cost of this Agreement to ensure substantial completion by the contractor of the Project. SEPTA may at any time release any portion of any such retainage if, in the opinion of SEPTA , the contractor has substantially completed sufficient portions of the Project to justify such payments.

SR-6 Steel Products

C. APPLICABILITY


D. All steel products used or supplied in the performance of the Contract shall be products produced from steel made in the United States in conformity with the Steel Products Procurement Act of 1978 (Act No. 3 of 1978, march 3, P.L. 6 (73 P.S. §1881 et seq.)), as

72

amended and, if the federal Buy America requirements are applicable to the Contract, in full conformity with the Buy America provisions of 49 U.S.C. §5323 (j) [formerly the Federal Surface Transportation Assistance Act of 1982, as amended] and the applicable regulations in 49 CFR part 661.



C. APPLICABILITY


D. For non-federally funded projects, the Contractor shall comply with provisions of Section 303 of Title 74 of Purdon's Statutes. 74 Pa.C.S. §303 (Diverse business participation)."


C. APPLICABILITY


D. Subgrantee or Contractor understands that this Agreement and records related to or arising out of the Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”).





If Subgrantee or Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that Subgrantee or Contractor considers exempt from production under the RTKL, Subgrantee or Contractor must notify SEPTA and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of

73

Subgrantee or Contractor explaining why the requested material is exempt from public disclosure under the RTKL.






[END OF PAGE]

74

ATTACHMENT _DISADVANTAGED BUSINESS ENTERPRISE (DBE) REQUIREMENTS

75

DISADVANTAGED BUSINESS ENTERPRISE (DBE) REQUIREMENTSREQUEST FOR PROPOSAL (WITHOUT DBE GOALS)

Disadvantaged Business Enterprise (DBE) Participation solicitation and contract provisions pursuant to U. S. Department of Transportation regulations (Title 49 CFR part 26), FTA Circular 4716.1A, and SEPTA Policy are provided in this Section. A. DBE CONTRACT GOALS

In connection with this solicitation and any resulting contract, SEPTA has not established a goal for Disadvantaged Business Enterprise (DBE) participation. This is in accordance with the DBE Regulations at 49 CFR part 26, which require SEPTA to attempt to use race-neutral means of obtaining DBE participation whenever possible. B. DEFINITIONS

“Affiliation”

1) one concern controls or has the power to control the other; or 2) a third party or parties controls or has the power to control both; or 3) an identity of interest between or among parties exists such that affiliation may be found.

“Contract Sum”

“Disadvantaged Business Enterprise” “DBE”

“Joint Venture”

“Small Business Concern”

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“Socially and Economically Disadvantaged Individuals”

C. SUBMISSION REQUIREMENTS

77

The Proposer is required to submit a dually executed DBE Participation Schedule for each DBE subconsultant/supplier identified to participate in the Contract. The dually executed DBE Participation Schedule(s) represents the Proposer’s commitment (item (d) above) and the DBE subconsultant’s confirmation (item (e) above) of its participation. In accordance with 49 CFR §26.39 (Fostering Small Business Participation), the Proposer is also required to identify all other subconsultants/suppliers scheduled to participate in the Contract by submitting the attached Non-DBE Participation Schedule with their Proposal. Any questions regarding DBE and or SBE Participation should be directed to SEPTA’s DBE Program Office at (215) 580-7278.

D. DETERMINATION OF PERCENTAGE OF DBE PARTICIPATION

DBE participation shall be credited toward achieving the DBE Goal as follows:

78

79

80

E. DBE MODIFICATION(S) OR SUBSTITUTION(S)

F. REPORTING AND RECORDKEEPING REQUIREMENTS

To ensure that all obligations under the contracts awarded to DBEs are met, SEPTA’s DBE Program Office shall monitor the Contractor’s performance during the life of the Contract.

G. FTA DBE AUDIT REQUIREMENT – DBE INVOICE PAYMENT REPORT

The Contractor shall keep a regular accounting of actual expenditures of funds made under all contract and subcontract agreements with DBEs, specifically, an accounting of the actual amount of DBE expenditures for each contract.H. MISCELLANEOUS

The Contractor is encouraged to utilize the services of financial institutions owned and controlled by socially and economically disadvantaged individuals as defined at 49 CFR part 26.5.

81


DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION SCHEDULEAs specified in the DBE Participation Section included in the Proposal Documents, the Proposer shall furnish to SEPTA’s satisfaction thedetails of disadvantaged business enterprise participation.NOTE: Firms must be Pennsylvania Unified Certification Program (PA UCP) certified prior to being listed on a DBEParticipation Schedule.PROJECT NAME:

PROPOSAL NO.:

TABLE I. ALL WORK/SERVICES TO BE PERFORMED BY THE DBE FIRM

1NAME OF DBE FIRM

CONTACT PERSON, BUSINESS ADDRESS, TELEPHONE NUMBER

2DESCRIPTION OF WORKTO BE PERFORMED1

3TOTAL PARTICIPATION

TO BE CREDITEDTO DBE GOAL2

Firm Name:

%Contact:Address:Tele. No.:

(Type or Print all information)

TABLE II. MATERIAL/SUPPLIES TO BE PURCHASED FROM “REGULAR DEALERS”

1NAME OF DBE FIRM


2DESCRIPTION OF MATERIAL TO

BE SUPPLIED1

3TOTAL PARTICIPATION TO

BE CREDITEDTO DBE GOAL2

(Total Price x .6)

Firm Name:Total

Participation %

Contact: X .6Address: Participation

Credited toDBE Goal:

%Tele. No.:(Type or Print all information)

Name of Proposer: Tele. No.: ( )

Contact:(type or print) Email:

Title:

Signature:(type or print)

Date:

DBE FIRM ACKNOWLEDGEMENTContact: Title:


Date:PROPOSER AND DBE FIRMMUST SIGN AND DATE ABOVE.ALL EXECUTED DBE PARTICIPATION SCHEDULE(S) MUST BE SUBMITTED WITH THE TECHNICAL PROPOSAL.PROPOSER IS REQUIRED TO SUBMIT A DULY EXECUTED SCHEDULE FOR EACH DBE FIRM DESIGNATED TO PARTICIPATE.

Proposers are hereby notified that the information contained herein will be verified with the designated DBE firm. Additionally, if and when theaward of a contract is made, the DBE firm listed herein will be simultaneously notified of the award.SEPTA reserves the right to waive informalities herein in its sole reasonable discretion.1 See Section D. “Determination of Percentage of DBE Participation” for discussion of types of participation and credit given toward achieving the DBE

Goal.2 This must be expressed as a percentage of the Proposer’s total maximum price to SEPTA.

118176730_3. CD 3872. ESCO-GESA. SEPTA-Constellation. Draft 08 19 2015

SEPTA SOLICITATION STATISTICS In accordance with Federal Regulation 49 CFR part 26.11, SEPTA must maintain bidding statistics on allcontractors and subcontractors bidding on contracts. Please include copies of this form with your bid/proposal package to any subcontractors/subconsultants. You are required to return the form for each bidder/proposer with your bid/proposal package. This applies to both disadvantaged business enterprises (DBEs) and non-

TO:

% %

© SEPTA 2008, Updated 4/08

DBE Subcontractor Name

APPLICATION DATE:

CONTRACTOR NAME

PROJECT NAME:

AND ADDRESS:

PERIOD FROM:FOR SEPTA'S USE ONLY

Contractor's Application for Payment

PART I: CONTRACT INFORMATION

Original Contract Sum:Net Change by Change Order:

PART II: DBE INFORMATIONSEPTA Project Manager

CONTRACT NUMBER:PURCHASE ORDER NUMBER:

Total Billed to Date:

Contract Sum to Date:Total Invoices Submitted

DBE Payment to Date:

Original DBE Subcontractor(s) Net Change by Change Order:

DBE Subcontractor(s) Sum to Date:

List DBE Subcontractor(s), DBE Invoice Number(s) and the current DBE Payment Due: DBE Invoice Number DBE Amount Due

DATETITLCOMPANY OFFICIAL'S SIGNATURE

The undersigned Contractor certifies that the above listed DBE charges have been incurred by the respectiveDBEsubcontractor(s) and that the DBE firm(s) has(ve) been paid or will be paid this amount from the proceeds oftheattached invoice. The Contractor further certifies that records supporting these DBE expenditures, includingretainage,shall be maintained and made available to SEPTA or its designee upon request.

DBE INVOICE PAYMENT REPORT(To Be Submitted For Federally Funded Contracts Only)

Current DBE Payment Due:

Retainage Retainage:Total Billed to Date Less Retainage:

Current Amount Due:

Less Retainage:Total Previous Invoices Submitted

Less Retainage:

Total Invoices Submitted DBE Payment to Date Less Retainage:

Total Previous Invoices Submitted


DBEs (a DBE is a firm which meets the certification criteria set forth in 49 CFR part 26). Thank you for your assistance with this request. If you should have any questions, comments or suggestions, please contact SEPTA’s DBE Program Office at 215-580-7278, or via email at [email protected].

The information gathered on this form will be used for statistical purposes only and is set forth under 49 CFR part 26.

Firm Name:

Firm Address:

Description of Services:

NAICS Codes:

(www.census.gov/epcd/www/naics.html)

Status: DBE SBE OBE (Disadvantaged Business Enterprise) (Small Business Enterprise) (Other Business Enterprise)

Month/Year firm established:

Company Owner(s) Ethnic Group Membership: (optional)

Black Hispanic Native American

Asian Pacific Subcontinent Asian

Other (specify)

Annual Gross Receipts of the Firm: (check one) Less than $500,000 $500,000 - $1 Million

$1 Million - $5 Million $5 Million - $10 Million

$10 Million - $20 Million Above $20 Million

Project Name: Bid Number:

Name (Type or Print): Date:

Title:

Signature: Telephone No.: ( )

Email Address: Facsimile No.: ( )


SEPTANON DBE PARTICIPATION SCHEDULE

(Request for Proposals)

As specified in the DBE Participation Section included in the Solicitation Documents, the Proposer must furnish toSEPTA the details of non DBE subconsultant participation.

PROJECT NAME:

RFP NO.:

1. WORK/SERVICES TO BE PERFORMED BY SUBCONSULTANTS2. MATERIAL/SUPPLIES TO BE PURCHASED FROM SUPPLIERS

NAME OF FIRMCONTACT PERSON, BUSINESS ADDRESS, TELEPHONE NUMBER

DESCRIPTION OFWORK/SERVICES TO BE

PERFORMED /MATERIAL TO BE SUPPLIED

TOTAL PARTICIPATION

Firm Name:


Firm Name:


Firm Name:


Firm Name:


Firm Name:



Name of Proposer: Tele. No.: ( )(type or print)

Email:

Contact: Title:


Date:


ATTACHMENT _CERTIFICATION REGARDING COMPLIANCEWITH

IMMIGRATION REFORM AND CONTROL ACT OF 1986


CERTIFICATION REGARDING COMPLIANCEWITHIMMIGRATION REFORM AND CONTROL ACT OF 1986

The undersigned certifies, to the best of his or her knowledge and belief, that: 1. Contractor has and will continue to comply with, for the duration of this

Agreement, the requirements of 8 U.S.C. § 1324a with respect to the hiring,recruiting or referral for employment of an alien in the United States of America.

2. Contractor will:

3. Contractor shall require that the provisions of this certification be included in theaward documents for all sub awards at all tiers (including subcontracts,subgrants, and contracts under grants, loans, and cooperative agreements) andthat all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when the parties entered into this Agreement. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Act 43 of 2006, the Illegal Alien Labor on Assisted Act also known and cited as the Prohibition of Illegal Alien Labor on Assisted Projects Act.

Signature: ____________________________________________________________ Company Name: ______________________________________________________ Title: __________________________________________________________________ Date: __________________________________________________________________

END OF SECTION


ATTACHMENT 5SEPTA EEO/AA CONTRACTUAL REQUIREMENTS


SEPTA EEO/AA CONTRACTUAL REQUIREMENTSNondiscrimination:During the performance of the Contract, the Contractor agrees as follows: 1. The Contractor will not discriminate against any employee or applicant for employment

because of race, color, creed, religion, sex, age, or national origin. The Contractor willtake affirmative action to ensure that applicants are employed, and that employees aretreated during employment without regard to their race, color, creed, religion, sex, age,or national origin. Such action shall include, but not be limited to the following:employment, upgrading, demotion, or transfer; recruitment or recruitment advertising,layoff or termination; rates of pay or other forms of compensation; and selection fortraining, including apprenticeship. The Contractor agrees to post in conspicuous places,available to employees and applicants for employment, notices to be provided settingforth the provisions of this nondiscrimination clause.

2. The Contractor will, in all solicitations or advertisements for employees placed by or onbehalf of the Contractor, state that all qualified applicants will receive consideration foremployment without regard to race, color, religion, sex, age, or national origin.

3. The Contractor will send to each Labor Union or Representative of workers with whichhe/she has a collective bargaining agreement or other contract or understanding, a noticeto be provided advising the said Labor Union or Worker’s Representative of theContractor’s commitments under this Attachment, and shall post copies of the notice inconspicuous places available to employees and applicants for employment.

4. The Contractor will comply with all Affirmative Action provisions of the Agreement.

5. The Contractor will furnish all information and reports required by SEPTA and will permitaccess to its books, records, and accounts by the EEO Compliance Officer for purposes ofinvestigation to ascertain compliance with such rules, regulations and orders.

6. In the event of the Contractor’s noncompliance with the nondiscrimination clause of theContract, the Contract may be cancelled, terminated, or suspended in whole or in partand the Contractor may be declared ineligible for further SEPTA contracts.

7. The Contractor will include the portion of the sentence immediately preceding Paragraph1 and the provisions of paragraph 1 through 8 in every subcontract or purchase order sothat such provisions shall be binding upon each subconsultant or vendor. The Contractorwill take such action with respect to any subcontract or purchase order as SEPTA maydirect as a means of enforcing such provisions, including sanctions for noncompliance.

8. The Contractor shall have an Affirmative Action Plan declaring that it does notdiscriminate on the basis of race, color, religion, creed, national origin or sex andspecifying minority and female goals to assure implementation of the Plan.


EXHIBIT I


PLANNING, SCHEDULING AND PROGRESS MONITORING SPECIFICATION BAR CHART (FORMAT B)

1. DEFINITION OF TERMS

1.1 Bar Chart Diagram:

A manually drawn representation of the project schedule in Bar Chart format.

1.2 Contract Skeleton Form:

A report generated by SEPTA's Capital Program Management System. This form is used to record progress and initiates the payment process for each Prime Contractor.

1.3 Coordinating Contractor:

The Contractor responsible for the preparation and updating of the project schedule.

1.4 Prime Contractor(s):

Any contractor(s) with whom SEPTA has directly contracted with to provide services/materials on this project.

1.5 Project Schedule:

The project management tool used for planning, scheduling and monitoring of project progress. The Project Schedule includes the preparation, submission and updating of Bar Chart diagrams, value line breakdowns and narrative reports.

1.6 Value Line Breakdown:

A list of cost items and associated Bar Chart activities. The value line breakdown must total each Prime Contractor's contract price.

2. COORDINATING CONTRACTOR

The contractor is designated the Coordinating Contractor for this project. The other Prime Contractors will furnish to the Coordinating Contractor the required data necessary for the Coordinating Contractor to prepare the Bar Chart schedule.

3. BASELINE SCHEDULE SUBMISSION REQUIREMENTS

3.1 Baseline Schedule Submittal

This Submittal is a schedule of the Work of all Prime Contractors for the entire contract period. It is a detailed schedule and shall be delivered to SEPTA no later than twenty-one (21) calendar days after receipt by the Coordinating Contractor of its Notice-To-Proceed. The other Prime Contractors shall supply information to the Coordinating Contractor for preparation of this schedule within seven (7) calendar days after receipt of Notice-To-Proceed.


The Baseline Schedule Submittal shall include all of the Work, as specified in the Contract Documents. Failure to include any element of work required for the performance of the Contract shall not excuse the Contractor from completing all of the Work required within the Contract Time.

The Coordinating Contractor shall submit to SEPTA for its review and acceptance the following:

a. Four (4) copies of the manually drawn Bar Chart Diagram as described in Section 3.1.1.

b. Four (4) copies of a written narrative explaining the Project Schedule and the Prime Contractors' general approach for meeting interim and completion milestones.

All Prime Contractors shall attend a planning meeting with SEPTA's Project Manager and scheduling and budgeting personnel within fourteen (14) calendar days after receipt of the Notice-To-Proceed. At this meeting, the Coordinating Contractor shall submit the Part I Submittal.

3.1.1 Bar Chart Diagram

The Bar Chart Diagram shall include all of the Prime Contractors' work activities with sufficient detail so that all interfaces with all direct and related parties are highlighted. Direct and related parties include, but not limited to, force account work by SEPTA or other agency(ies) and work by public utilities.

The Coordinating Contractor shall prepare the a Baseline Schedule in a Bar Chart Diagram format in accordance with the following instructions:

a. The Bar Chart Diagram will be sufficiently detailed to accurately depict all the Work required by each prime contract. Activity durations will be each Contractor's estimate, in calendar days, of the time required to perform each activity. No individual activity will have a duration exceeding twenty-one (21) calendar days.

b. The Bar Chart Diagram will be manually drawn to a time scale and will include the following (see Attachment A - Sample Format of Bar Chart Diagram):

(1) Project Title

(2) Notice-to-Proceed (NTP) date

(3) Contract duration in calendar days

(4) Status date of the schedule update

(5) Update number of the schedule

(6) Name of the Coordinating Contractor


(7) Preparer of Bar Chart schedule

(8) Sheet number

(9) The year and correlating months during which project work will be performed

(10) The correlating date of each Monday of every week for the duration of the project. Each block will represent seven (7) calendar days.

(11) For updating purposes, a column to show remaining duration and a column to show completed progress (on a percentage basis) for each activity. Activity bar progress will be displayed by shading in the percentage of the work completed as of the update.

(12) Legend - defining all abbreviations used in the Bar Chart schedule.

c. The Bar Chart Diagram will have all major procurement activities identified for major and time critical materials and equipment. This is to include shop drawing submittal and approval, and lead times for the fabrication and delivery of materials and equipment.

d. The Coordinating Contractor will prepare the Project Schedule showing separate activities for each Prime Contractor and subcontractors participating in the construction. These activities will be coded to identify primary responsibility for each activity.

e. Contract milestones indicated in the Contract Documents must be shown on the Bar Chart Diagram.

f. The minimum information required for each activity on the Bar Chart Diagram will include the following (See Attachment A):

(1) A unique work item number for each activity.

(2) Concise description of the work represented by the activity. Descriptions will indicate definable items of work. The use of the words "start," "continue," "complete" and "similar" are not acceptable.

(3) Work area code identification. (e.g., 1FL - First Floor, PL - Parking Lot, etc.)

(4) Responsibility code identification. (e.g., GC - General Contractor, Mechanical contractor, Electrical Contractor, etc.)

(5) Expected activity duration in calendar days.


3.1.2 Narrative Report

The Coordinating Contractor, with input from the other Prime Contractors, will submit a written narrative explaining the Project Schedule and the Prime Contractors' approach for meeting interim and completion milestones. The input from the other Prime Contractors will be furnished to the Coordinating Contractor within seven (7) calendar days after receipt of its request.

4. REVIEW AND ACCEPTANCE OF SCHEDULE

After review by SEPTA, the Project Schedule shall be revised and resubmitted as required within seven (7) calendar days. SEPTA shall direct all changes and the Coordinating Contractor shall comply accordingly. Revision and resubmittal shall continue until SEPTA acceptance is achieved. When SEPTA accepts the Project Schedule, each Prime Contractor shall sign and date the Bar Chart Diagram in the lower right hand corner of the first sheet. Upon final acceptance, the Coordinating Contractor will send one (1) copy of the Project Schedule, including Bar Chart Diagram and Narrative Report, to each of the other Prime Contractors.

5. VALUE LINE BREAKDOWN SUBMISSION REQUIREMENTS

Each Prime Contractor shall submit for SEPTA's approval a Value Line Breakdown of the contract price no later than twenty-one (21) calendar days after receipt of the Notice-to-Proceed. This Breakdown shall include a unique value line number, a description, unit of measure, quantity, and unit rate (if applicable), and total cost for each value line. After review by SEPTA, if the Value Line Breakdown is not acceptable, then it shall be revised and resubmitted as required within seven (7) calendar days. Review, revision, and resubmission will continue until SEPTA approval is achieved. After approval by SEPTA, this submission will be the basis of the monthly progress payment.

The Coordinating Contractors' failure to submit the Project Schedule as required and each Prime Contractor's failure to submit their Value Line Breakdown as required will result in the withholding of progress payments to the extent permitted by Paragraph XII. C. of the Agreement until such submission requirements are met. No payment will be made until the Project Schedule and Value Line Breakdown have been approved by SEPTA.

6. SCHEDULE UPDATING AND PAYMENT REQUISITION

6.1 Bar Chart Updating

A monthly progress meeting will be held during the last week of each month. At this meeting, all progress during the reporting period shall be addressed and reviewed. Each prime contractor shall be represented at each monthly progress meeting by its project manager and/or superintendent and will be prepared to provide progress information.

The Coordinating Contractor will update the Project Schedule every month and will submit four (4) copies of the monthly updated Bar Chart Diagram, and Narrative Report no later than five (5) calendar days following the monthly progress meeting. It will also send one (1) copy of the update to each of the other Prime Contractors.


The submittal will include a monthly progress report which gives a narrative description of status, schedule slippage, approved schedule changes, list of activities worked on with original and remaining durations, anticipated work for the next monthly period, and, if the project falls behind schedule, the measures required to get the project back on schedule.

Failure of any Prime Contractor to provide the required information on time and failure by the Coordinating Contractor to furnish the updated Bar Chart Diagram, and Narrative Report on time may result in the progress payment of the Prime Contractor responsible being delayed until the required action is taken.

6.2 Revisions to Updates

Revisions to activities not worked on during the period, including changes in duration or revisions to activity relationships, are considered schedule revisions. Schedule revisions will be discussed at the monthly progress meeting and must be accepted by SEPTA. Upon acceptance, the Coordinating Contractor's next monthly schedule update will reflect these revisions. An explanation of these revisions will be included in the Coordinating Contractor's monthly narrative report.

6.3 Payment Requisition

Concurrent with the updating of the schedule, each Prime Contractor shall update the SEPTA-supplied Contract Skeleton Form. The Contract Skeleton Form shall be available to each Prime Contractor on, or before, the monthly progress meeting.

After SEPTA approves the completed Contract Skeleton Form, SEPTA shall generate the contract payment request form. Once the necessary signatures have been secured and after SEPTA receives the updated Bar Chart schedule and Release of Liens and Affidavit of Partial Release of Payments (A copy of this form is found at the end of this Exhibit), the Prime Contractor(s) payment for the requisition period can be processed, subject to the Prime Contractor(s) meeting the conditions set forth in Paragraph XII. of the Agreement.

7. RECOVERY SCHEDULE

When in SEPTA's opinion, the Project Schedule fails to reflect the project's actual plan and method of operation, or the projected completion date, as indicated by the Schedule is more than thirty (30) calendar days behind the contract completion date, SEPTA may require that the Coordinating Contractor submit for review within fourteen (14) calendar days, a Recovery Schedule for completion of the remaining work by the contract completion date. The format shall be as described in Section 3.1.1 and 3.1.2. The Coordinating Contractor shall be responsible for any additional costs incurred in revising the Project Schedule.

8. CHANGE ORDERS

When a change order(s) is proposed by SEPTA or one of the Prime Contractors, the appropriate Contractor must identify all schedule changes and additions required as a result of said change order(s). This schedule shall show all revisions, duration changes, and cost changes for the work in question and its effect to other activities in the Project Schedule.


Upon acceptance of the revision, the appropriate Contractor will supply the Coordinating Contractor with the pertinent information so that the Project Schedule can be modified to reflect the change order work. The appropriate contractor will also revise its Value Line Breakdown to reflect the addition of any change orders. The cost of any schedule changes required to reflect change order work shall be borne by the Coordinating Contractor.

9. RESPONSIBILITY FOR COMPLETION

Each Prime Contractor agrees that whenever, in SEPTA's sole opinion, contract interim milestone or completion milestone dates will not be met, the Contractor (if any) determined by SEPTA to be the cause of the delay to these dates, will take some or all of the following actions, as directed by SEPTA:

a. Increase manpower in such quantities and crafts to eliminate the backlog of work.

b. Increase the number of working hours per shift, shifts per working day, working days per week, the amount of equipment, or any combination of the foregoing to eliminate the backlog of work.

c. Propose a Recovery Schedule for the work under its contract in conformance with specification requirements.

Prior to proceeding with any of the above actions, such Contractor will notify and obtain acceptance from SEPTA for the proposed schedule changes. If actions are approved, the schedule revisions will be incorporated by the Coordinating Contractor into the Project Schedule during the next update period. Any additional costs incurred in getting the project back on schedule will be borne by the appropriate Contractor(s).

10. ADJUSTMENT OF CONTRACT COMPLETION

If a Prime Contractor requests an extension of time for the completion of an interim milestone date or completion date of work as provided for in the Contract, this Prime Contractor shall, in addition to the requirements specified therein, furnish such justification, schedule data and supporting evidence as SEPTA may deem necessary for the determination as to whether or not said Prime Contractor is entitled to an extension of time under the provisions of the Contract. Submission of proof based on revised activity logic, durations and costs is obligatory to any approvals. The cost of all time extension requests, including time impact analyses, is to be borne solely by the Prime Contractor requesting the time extension.

SEPTA's determination as to the total number of calendar days of contract extension shall be based upon the current Bar Chart schedule for the time period in question and all other relevant information.

After receipt of such justification and supporting evidence, SEPTA shall review the information and advise the Prime Contractor in writing of SEPTA’s decision. If SEPTA determines that the requesting Prime Contractor is entitled to an extension of time to an interim milestone date, the Contract completion date shall remain the same, unless SEPTA states otherwise.

If SEPTA has not yet made a final determination as to the amount of time extension to be granted and SEPTA and the Prime Contractor requesting an extension of time are unable to


agree as to the amount of the extension to be reflected in the Bar Chart schedule, the Coordinating Contractor shall reflect that amount of time extension in the Bar Chart schedule as SEPTA may determine to be appropriate for such interim purpose. It is understood and agreed that such interim determination by SEPTA for the purposes of this paragraph shall not be binding upon SEPTA or the Prime Contractor requesting the extension of time for any other purpose and that, after SEPTA has made a final determination as to any time extension, the Coordinating Contractor shall revise the Bar Chart schedule in accordance with the final decision.

11. SUMMARY OF SUBMISSION REQUIREMENTS

Following is a summary of the Project Schedule and Value Line Breakdown submission requirements and their respective project calendar day numbers.

Coordinating Contractor's Notice-To-Proceed 1

Other Prime Contractors supply Coordinating Contractor with planning and scheduling data 7

Planning meeting - SEPTA and Prime Contractors 14

Project schedule due to SEPTA, Including Value Line Breakdowns 21

Re-submission of Project Schedule and Value Line Breakdowns, if necessary

7 calendar days after review by SEPTA

Coordinating Contractor's monthly project schedule update due to SEPTA

5 calendar days after monthly progress

meeting


Attachment 1

Commonwealth of Pennsylvania

Contract Requirements


Commonwealth of Pennsylvania Contract Requirements


DEFINITIONS:

C. For the purpose of these provisions, the term Contractor is defined as any person, including, but not limited to, a bidder, offeror, supplier, or subgrantee, who will furnish or perform or seeks to furnish or perform, goods, supplies, services, construction or other activity, under a purchase order, contract, or subgrant with SEPTA.


E. APPLICABILITY


F. The contractor agrees:





Each subgrantee, contractor and subcontractor represents that it is presently in compliance with and will maintain compliance with all applicable federal, state, and local laws and regulations relating to nondiscrimination and sexual harassment. Each subgrantee, contractor and subcontractor further represents that it has filed a Standard Form 100 Employer Information Report (“EEO-1”) with the U.S. Equal Employment Opportunity Commission (“EEOC”) and shall file an annual EEO-1 report with the EEOC as required for employers


subject to Title VII of the Civil Rights Act of 1964, as amended, that have 100 or more employees and employers that have federal government contracts or first-tier subcontracts and have 50 or more employees. Any subgrantee, any contractor or any subcontractor shall, upon request and within the time periods requested by SEPTA, furnish all necessary employment documents and records, including EEO-1 reports, and permit access to their books, records, and accounts by the granting agency and the Bureau of Small Business Opportunities (BSBO), for the purpose of ascertaining compliance with the provisions of this Nondiscrimination/Sexual Harassment Clause.





E. APPLICABILITY


F. During the term of this agreement, the contractor agrees as follows:





E. APPLICABILITY












F. In furtherance of this policy, Contractor agrees to the following:


Contractor shall establish and implement a written business integrity policy, which includes, at a minimum, the requirements of these provisions as they relate to the Contractor activity


with the SEPTA and SEPTA employees and which is made known to all Contractor employees. Posting these Contractor Integrity Provisions conspicuously in easily-accessible and well- lighted places customarily frequented by employees and at or near where the contract services are performed shall satisfy this requirement.











Contractor shall comply with the requirements of the Lobbying Disclosure Act (65 Pa.C.S. §13A01 et seq.) regardless of the method of award. If this contract was awarded on a Non-bid Basis, Contractor must also comply with the requirements of the Section 1641 of the Pennsylvania Election Code (25 P.S. §3260a).



Contractor shall cooperate with the Commonwealth’s Office of the Inspector General in its investigation of any alleged Commonwealth agency or employee breach of ethical standards and any alleged Contractor non-compliance with these Contractor Integrity Provisions. Contractor agrees to make identified Contractor employees available for interviews at reasonable times and places. Contractor, upon the inquiry or request of an Inspector General, shall provide, or if appropriate, make promptly available for inspection or copying, any information of any type or form deemed relevant by the Office of the State Inspector General to Contractor's integrity and compliance with these provisions. Such information may include, but shall not be limited to, Contractor's business or financial records, documents or files of any type or form that refer to or concern this contract. Contractor shall incorporate this paragraph in any agreement, contract or subcontract it enters into in the course of the performance of this contract/agreement solely for the purpose of obtaining subcontractor compliance with this provision. The incorporation of this provision in a subcontract shall not create privity of contract between SEPTA and any such subcontractor, and no third party beneficiaries shall be created thereby.




E. APPLICABILITY


F. For the purpose of these provisions, the term “Contractor” is defined as any person, including, but not limited to, a bidder, offeror, loan recipient, grantee, or subgrantee, who has furnished or seeks to furnish goods, supplies, services, or leased space, or who has performed or seeks to perform construction activity under contract, subcontract, grant, or subgrant with the Commonwealth, or with a person under institutions. The term “Contractor” may include a permittee, licensee, or any agency, political subdivision, instrumentality, public authority, or other entity of the Commonwealth.

1. The Contractor must certify, in writing, for itself and all its subcontractors, that as of the date of its execution of any Commonwealth contract, that neither the Contractor, nor any subcontractors, nor any suppliers are under suspension or debarment by the Commonwealth or any governmental entity, instrumentality, or authority and, if the Contractor cannot so certify, then it agrees to submit, along with the bid/proposal, a written explanation of why such certification cannot be made.



obligations.













5. The Contractor agrees to reimburse the Commonwealth for reasonable costs of investigation incurred by the Office of the Inspector General for investigations of the Contractor’s compliance with the terms of this or any other agreement between the Contractor and the Commonwealth, which results in the suspension or debarment of the Contractor. Such costs shall include, but shall not be limited to, salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees. The Contractor shall not be responsible for investigative costs for investigations which do not result in the Contractor’s suspension or debarment.

6. The Contractor may obtain the current list of suspended and debarred Commonwealth Contractors by either searching the Internet at http://www.dgs.state.pa.us/debarment.htmor contacting the:





SR–5 Retainage

E. APPLICABILITY


F. SEPTA may withhold an amount not to exceed ten (10%) percent of SEPTA’s portion of net Project cost of this Agreement to ensure substantial completion by the contractor of the Project. SEPTA may at any time release any portion of any such retainage if, in the opinion of SEPTA , the contractor has substantially completed sufficient portions of the Project to justify such payments.

SR-6 Steel Products

E. APPLICABILITY


F. All steel products used or supplied in the performance of the Contract shall be products produced from steel made in the United States in conformity with the Steel Products Procurement Act of 1978 (Act No. 3 of 1978, march 3, P.L. 6 (73 P.S. §1881 et seq.)), as


amended and, if the federal Buy America requirements are applicable to the Contract, in full conformity with the Buy America provisions of 49 U.S.C. §5323 (j) [formerly the Federal Surface Transportation Assistance Act of 1982, as amended] and the applicable regulations in 49 CFR part 661.



E. APPLICABILITY


F. For non-federally funded projects, the Contractor shall comply with provisions of Section 303 of Title 74 of Purdon's Statutes. 74 Pa.C.S. §303 (Diverse business participation)."


E. APPLICABILITY


F. Subgrantee or Contractor understands that this Agreement and records related to or arising out of the Agreement are subject to requests made pursuant to the Pennsylvania Right-to-Know Law, 65 P.S. §§ 67.101-3104, (“RTKL”).





If Subgrantee or Contractor considers the Requested Information to include a request for a Trade Secret or Confidential Proprietary Information, as those terms are defined by the RTKL, or other information that Subgrantee or Contractor considers exempt from production under the RTKL, Subgrantee or Contractor must notify SEPTA and provide, within seven (7) calendar days of receiving the written notification, a written statement signed by a representative of


Subgrantee or Contractor explaining why the requested material is exempt from public disclosure under the RTKL.






[END OF PAGE]


Attachment 2

Disadvantaged Business Enterprise (DBE)

Requirements


Disadvantaged Business Enterprise (DBE) Requirements

Request for Proposal (Without DBE Goals)

Disadvantaged Business Enterprise (DBE) Participation solicitation and contract provisions pursuant to U. S. Department of Transportation regulations (Title 49 CFR part 26), FTA Circular 4716.1A, and SEPTA Policy are provided in this Section.

A. DBE CONTRACT GOALS

In connection with this solicitation and any resulting contract, SEPTA has not established a goal for Disadvantaged Business Enterprise (DBE) participation. This is in accordance with the DBE Regulations at 49 CFR part 26, which require SEPTA to attempt to use race-neutral means of obtaining DBE participation whenever possible.

B. DEFINITIONS

1. "Affiliation" has the same meaning the term has in the Small Business Administration regulations, 13 CFR part 121:

(a) Except as otherwise provided in 13 CFR part 121, concerns are affiliates of each other when, either directly or indirectly:

(1) one concern controls or has the power to control the other; or (2) a third party or parties controls or has the power to control both; or (3) an identity of interest between or among parties exists such that affiliation may be

found.

(b) In determining whether affiliation exists, it is necessary to consider all appropriate factors, including common ownership, common management, and contractual relationships. Affiliates must be considered together in determining whether a concern meets small business size criteria and the statutory cap on the participation of firms in the DBE program.

2. “Contract Sum” means total contract price, including any change orders and amendments.

3. "Disadvantaged Business Enterprise" or "DBE" means a for-profit small business concern (a) that is at least fifty-one percent (51%) owned by one or more individuals who are both socially and economically disadvantaged or, in the case of a corporation, in which fifty-one percent (51%) of the stock is owned by one or more such individual(s); and (b) whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it and is certified as such by SEPTA’s DBE Program Office or by Pennsylvania’s Unified Certification Program (PAUCP).

4. "Joint Venture" means an association of a DBE firm and one or more other firms to carry out a single, for-profit business enterprise, for which purpose they combine their property, capital, efforts, skills and knowledge, and in which the DBE is responsible for a distinct clearly defined portion of the work to be performed by the joint venture and whose share in the capital contribution, control, management, risks and profits of the joint venture are commensurate with its ownership interest (see paragraph D.5. below).

5. "Small Business Concern" means a small business concern as defined pursuant to Section 3 of the Small Business Act and Small Business Administration regulations implementing it (13 CFR part 121), that also does not exceed the following size determinations:

(a) to be an eligible DBE, a firm (including its affiliates) must be an existing for-profit small business, as defined by Small Business Administration (SBA) standards found in 13 CFR part 121 appropriate to the type(s) of work the firm seeks to perform in DOT-assisted contracts.

(b) In addition to the requirements of (a) above, a firm must also meet the annual gross receipts requirements defined in SBA regulations 13 CFR §121.402

6. "Socially and Economically Disadvantaged Individuals" means any individual who is a citizen (or lawfully admitted permanent resident) of the United States and who is:

(a) Any individual which SEPTA finds to be a socially and economically disadvantaged individual on a case-by-case basis.

(b) Any individual in the following groups, members of which are rebuttably presumed to be socially and economically disadvantaged:

(i) "Black Americans" which includes persons having origins in any of the Black racial groups of Africa;

(ii) "Hispanic Americans" which includes persons of Mexican, Puerto Rican, Cuban, Dominican, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race;

(iii) "Native Americans" which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians;

(iv) "Asian-Pacific Americans" which includes persons whose origins are from Japan, China, Taiwan, Korea, Burma (Myanmar), Vietnam, Laos, Cambodia (Kampuchea), Thailand, Malaysia, Indonesia, the Philippines, Brunei, Samoa, Guam, the U. S. Trust Territories of the Pacific Islands (Republic of Palau), the Commonwealth of the Northern Marianas Islands, Macao, Fiji, Tonga, Kirbati, Juvalu, Nauru, Federated States of Micronesia, or Hong Kong;

(v) "Subcontinent Asian Americans" which includes persons whose origins are from India, Pakistan, Bangladesh, Bhutan, the Maldives Islands, Nepal or Sri Lanka;

(vi) Women;

(vii) any additional groups whose members are designated as socially and economically disadvantaged by the SBA, at such time as the SBA designation becomes effective.

C. SUBMISSION REQUIREMENTS

1. In connection with this solicitation and any resulting contract, SEPTA has not established goals for Disadvantaged Business Enterprise (DBE) participation. This is in accordance with the DBE Regulations at 49 CRF §26.39, §26.51, which require SEPTA to attempt to use race-neutral means of obtaining DBE participation whenever possible. If your firm utilizes a certified DBE subconsultant/supplier, a dually executed DBE Participation Schedule which is attached must be submitted for each DBE subconsultant/supplier, with the Proposal and include the following: (a) The name and address of the DBE firm that will participate in the Contract. (b) A description of the work that the DBE will perform (c) The percent of the participation of the DBE firm participating (d) Written documentation of the Proposer’s commitment to use the DBE subconsultant and (e) Written confirmation from the DBE that it is participating in the Contract as provided in

the Proposer’s commitment..

The Proposer is required to submit a dually executed DBE Participation Schedule for each DBE subconsultant/supplier identified to participate in the Contract. The dually executed DBE Participation Schedule(s) represents the Proposer’s commitment (item (d) above) and the DBE subconsultant’s confirmation (item (e) above) of its participation.

In accordance with 49 CFR §26.39 (Fostering Small Business Participation), the Proposer is also required to identify all other subconsultants/suppliers scheduled to participate in the Contract by submitting the attached Non-DBE Participation Schedule with their Proposal.

Any questions regarding DBE and or SBE Participation should be directed to SEPTA’s DBE Program Office at (215) 580-7278.

2. The requirements of this section also apply to DBE Proposers for prime contracts. In determining whether a DBE Proposer for a prime contract has met a Contract goal, the work the DBE has committed to perform with its own forces as well as the work it has committed to be performed by DBE subconsultants and DBE suppliers will be counted.

3. SEPTA's DBE Program Office will provide upon request SEPTA's DBE Directory. The DBE Directory is revised on a continual basis; i.e., at least weekly, and identifies all firms eligible to participate as DBEs in SEPTA's program. Additionally, interested persons can obtain access to a state-wide combined directory through SEPTA’s membership in the Pennsylvania Unified Certification Program (PAUCP) at http://www.paucp.com. These DBE directories list the firm’s name, address, phone number, fax number, email address and the types of work the firm has been certified to perform as a DBE.

D. DETERMINATION OF PERCENTAGE OF DBE PARTICIPATION

DBE participation shall be credited toward achieving the DBE Goal as follows:

1. When a DBE participates in a contract, only the value of the work actually performed by the DBE will be counted toward DBE goals.

2. SEPTA will count the entire amount of that portion of a construction contract (or other contract not covered by paragraph D.3. below) that is performed by the DBE's own forces, including the cost of supplies and materials obtained by the DBE for the work of the contract, and supplies purchased or equipment leased by the DBE (except supplies and equipment the DBE subconsultant purchases or leases from the prime contractor or its affiliates).

3. SEPTA will count the entire amount of fees or commissions charged by a DBE firm for providing a bona fide service, such as professional, technical, consultant, or managerial services, or for providing bonds or insurance specifically required for the performance of the contract, toward DBE goals, provided SEPTA determines the fee to be reasonable and not excessive as compared with fees customarily allowed for similar services.

4. When a DBE subcontracts part of the work of its contract to another firm, the value of the subcontracted work may be counted toward DBE goals only if the DBE's subconsultant is itself a DBE. Work that a DBE subcontracts to a non-DBE firm does not count toward DBE goals.

5. When a DBE performs as a participant in a joint venture, SEPTA will count a portion of the total value of the contract equal to the distinct, clearly defined portion of the work of the contract that the DBE performs with its own forces toward DBE goals.

6. SEPTA will count expenditures to a DBE contractor toward DBE goals only if the DBE is performing a commercially useful function on that contract, as determined by SEPTA's DBE Program Office.

(a) A DBE is considered to perform a commercially useful function when it is responsible for execution of a specific Scope of Work in a contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible, with respect to materials and supplies used on the contract, for negotiating price, determining quality and quantity when ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, SEPTA will evaluate the amount of work subcontracted; industry practices; whether the amount the firm is to be paid under the contract is commensurate with the work it is actually performing; and the DBE credit claimed for its performance of the work and other relevant factors.

(b) A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, SEPTA will examine similar transactions, particularly those in which DBEs do not participate.

(c) If a DBE does not perform or exercise responsibility for at least 30 percent of the total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the work of a contract than would be expected on the basis of normal industry practice for the type of work involved, SEPTA will presume that the DBE is not performing a commercially useful function.

(d) When a DBE is presumed not to be performing a commercially useful function, SEPTA will accept evidence from the DBE or prime contractor to rebut this presumption. Evidence from independent sources, such as trade journals or independent studies by consultants, is particular desirable in such circumstances.

7. SEPTA will use the following factors in determining whether a DBE trucking company is performing a commercially useful function:

(a) The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible on a particular contract, and there cannot be a contrived arrangement for the purpose of meeting DBE goals.

(b) The DBE must itself own and operate at least one fully licensed, insured, and operational truck used on the Contract.

(c) The DBE receives credit for the total value of the transportation services it provides on the Contract using trucks it owns, insures, and operates using drivers it employs.

(d) The DBE may lease trucks from another DBE firm, including an owner-operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the Contract.

(e) The DBE may also lease trucks from a non-DBE firm, including an owner-operator. The DBE who leases trucks from a non-DBE is entitled to credit for the total value of transportation services provided by non-DBE lessees not to exceed the value of transportation services provided by DBE-owned trucks on the contract. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by a DBE.

(f) For purposes of this paragraph D.7., a lease must indicate that the DBE has exclusive use of and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, so long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE.

8. SEPTA will count expenditures with DBEs for materials or supplies toward DBE goals as provided in the following:

(a) If the materials or supplies are obtained from a DBE manufacturer, count 100% of the cost of the materials and supplies toward DBE goals. For purposes of this section, a "manufacturer" is a firm that operates or maintains a factory or establishment that produces, on the premises, the materials, supplies, articles, or equipment required under the Contract and of the general character described by the Scope of Work.

(b) If the materials or supplies are purchased from a DBE Regular Dealer count 60% of the cost of the materials and supplies toward DBE goals. For purposes of this section, a "regular dealer" is a firm that owns, operates, or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the Scope of Work and required under the Contract are brought, kept in stock, and regularly sold to the public in the usual course of business. To be a regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone, or asphalt without owning, operating, or maintaining a place of business as previously provided if the person both owns and operates distribution equipment. Any supplementing of regular dealers' own distribution equipment shall be by a long-term lease and not on an ad hoc or contract-by-contractbasis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not regular dealers within the meaning of this paragraph.

(c) With respect to materials or supplies purchased from a DBE which is neither a manufacturer nor a regular dealer, SEPTA will only count the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on a job site, toward DBE goals, provided SEPTA determines the fees to be reasonable and not excessive as compared with fees customarily allowed for similar services. No portion of the cost of the materials and supplies themselves will be counted towards DBE goals.

9. SEPTA will not count the participation of a DBE subconsultant toward the prime contractor's DBE achievements until the amount being counted toward the goal has been paid to the DBE.

E. DBE MODIFICATION(S) OR SUBSTITUTION(S)

1. If after award a DBE subconsultant included on the DBE Participation Schedule submitted to SEPTA, is terminated, or fails to complete its work on the Contract for any reason, SEPTA must be notified within 48 hours.

2. If after award of the Contract, a DBE subconsultant is terminated, or fails to complete its work on the Contract for any reason, SEPTA will require the prime contractor to make good faith efforts to find another DBE subconsultant to substitute for the original DBE. These good

faith efforts shall be directed at finding another DBE to perform at least the same dollar value of work under the Contract as the DBE that was terminated, to the extent needed to meet the Contract goal established by SEPTA.

F. REPORTING AND RECORDKEEPING REQUIREMENTS

To ensure that all obligations under the contracts awarded to DBEs are met, SEPTA’s DBE Program Office shall monitor the Contractor’s performance during the life of the Contract.

1. Upon execution of its SEPTA contract, the Contractor shall enter into written subcontract agreement(s) with the DBE(s) listed in its DBE Participation Schedule. Copies of the Contractor’s executed subcontract agreement(s) with DBEs shall be provided to SEPTA’s DBE Program Office by the Contractor immediately upon execution.

2. The Contractor shall submit a work schedule outlining when the DBE subconsultant(s) will commence and complete work on the project, at such times as prescribed by SEPTA’s DBE Program Office

3. The Contractor shall submit monthly reports of actual contract expenditures to DBE’s by the Contractor. This information must be submitted electronically via SEPTA’s website (http://bizweb.septa.org/bizwebsepta ).

4. The Contractor and subconsultant(s) shall permit access to their books, records and accounts by SEPTA (or its designated representative) or the Federal Transit Administration (FTA) for the purpose of investigation to ascertain compliance with these specified requirements. Such records shall be maintained by the Contractor in a fashion which is readily assessable to SEPTA and/or the FTA for a minimum of five (5) years following completion of this Contract.

5. With regard to any claim or dispute with respect to payment of a subconsultant at any tier, Contractor expressly agrees to defend, indemnify and hold SEPTA harmless in the event any suit is brought on account of a dispute between any of the parties including but not limited to subconsultant(s), supplier(s) and material men and in particular, Contractor shall assume the defense affirmatively at its sole cost whenever such suit is brought in any jurisdiction.

G. FTA DBE AUDIT REQUIREMENT – DBE INVOICE PAYMENT REPORT

The Contractor shall keep a regular accounting of actual expenditures of funds made under all contract and subcontract agreements with DBEs, specifically, an accounting of the actual amount of DBE expenditures for each contract.

H. MISCELLANEOUS

The Contractor is encouraged to utilize the services of financial institutions owned and controlled by socially and economically disadvantaged individuals as defined at 49 CFR part 26.5.


DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION SCHEDULE

As specified in the DBE Participation Section included in the Proposal Documents, the Proposer shall furnish to SEPTA’s satisfaction thedetails of disadvantaged business enterprise participation.NOTE: Firms must be Pennsylvania Unified Certification Program (PA UCP) certified prior to being listed on a DBEParticipation Schedule. PROJECT NAME:

PROPOSAL NO.:

TABLE I. ALL WORK/SERVICES TO BE PERFORMED BY THE DBE FIRM

1NAME OF DBE FIRM


2DESCRIPTION OF WORKTO BE PERFORMED1

3TOTAL PARTICIPATION

TO BE CREDITEDTO DBE GOAL2

Firm Name:



TABLE II. MATERIAL/SUPPLIES TO BE PURCHASED FROM “REGULAR DEALERS”

1NAME OF DBE FIRM


2DESCRIPTION OF MATERIAL TO

BE SUPPLIED1

3TOTAL PARTICIPATION TO

BE CREDITEDTO DBE GOAL2

(Total Price x .6)

Firm Name:Total

Participation %

Contact: X .6Address: Participation

Credited toDBE Goal:

%Tele. No.:(Type or Print all information)

Name of Proposer: Tele. No.: ( )

Contact:(type or print) Email:

Title:


Date:

DBE FIRM ACKNOWLEDGEMENTContact: Title:


Date:

PROPOSER AND DBE FIRMMUST SIGN AND DATE ABOVE.ALL EXECUTED DBE PARTICIPATION SCHEDULE(S) MUST BE SUBMITTED WITH THE TECHNICAL PROPOSAL.PROPOSER IS REQUIRED TO SUBMIT A DULY EXECUTED SCHEDULE FOR EACH DBE FIRM DESIGNATED TO PARTICIPATE.

Proposers are hereby notified that the information contained herein will be verified with the designated DBE firm. Additionally, if and when theaward of a contract is made, the DBE firm listed herein will be simultaneously notified of the award.SEPTA reserves the right to waive informalities herein in its sole reasonable discretion.1 See Section D. “Determination of Percentage of DBE Participation” for discussion of types of participation and credit given toward achieving the DBE

Goal.2 This must be expressed as a percentage of the Proposer’s total maximum price to SEPTA.

DBE Program Office Revised 8/2012

TO:

% %

© SEPTA 2008, Updated 4/08

DBE Subcontractor Name

APPLICATION DATE:

CONTRACTOR NAME

PROJECT NAME:

AND ADDRESS:

PERIOD FROM:FOR SEPTA'S USE ONLY

Contractor's Application for Payment

PART I: CONTRACT INFORMATION

Original Contract Sum:Net Change by Change Order:

PART II: DBE INFORMATIONSEPTA Project Manager

CONTRACT NUMBER:PURCHASE ORDER NUMBER:

Total Billed to Date:

Contract Sum to Date:Total Invoices Submitted for

DBE Payment to Date:

Original DBE Subcontractor(s) Sum:Net Change by Change Order:

DBE Subcontractor(s) Sum to Date:

List DBE Subcontractor(s), DBE Invoice Number(s) and the current DBE PaymentDue: DBE Invoice Number DBE Amount Due

DATETITLECOMPANY OFFICIAL'S SIGNATURE

The undersigned Contractor certifies that the above listed DBE charges have been incurred by the respectiveDBEsubcontractor(s) and that the DBE firm(s) has(ve) been paid or will be paid this amount from the proceeds oftheattached invoice. The Contractor further certifies that records supporting these DBE expenditures, includingretainage,shall be maintained and made available to SEPTA or its designee upon request.

DBE INVOICE PAYMENT REPORT(To Be Submitted For Federally Funded Contracts Only)

Current DBE Payment Due:

Retainage: Retainage:Total Billed to Date Less Retainage:

Current Amount Due:

Less Retainage:Total Previous Invoices Submitted

Less Retainage:

Total Invoices Submitted forDBE Payment to Date Less Retainage:

Total Previous Invoices Submitted

APPROVED REJECTED ITEM(S) DISALLOWED (specify):

DBE Program Office Revised 8/2012

SEPTA SOLICITATION STATISTICS

In accordance with Federal Regulation 49 CFR part 26.11, SEPTA must maintain bidding statistics on allcontractors and subcontractors bidding on contracts. Please include copies of this form with your bid/proposal package to any subcontractors/subconsultants. You are required to return the form for each bidder/proposer with your bid/proposal package. This applies to both disadvantaged business enterprises (DBEs) and non-DBEs (a DBE is a firm which meets the certification criteria set forth in 49 CFR part 26).

Thank you for your assistance with this request. If you should have any questions, comments or suggestions, please contact SEPTA’s DBE Program Office at 215-580-7278, or via email at [email protected].

The information gathered on this form will be used for statistical purposes only and is set forth under 49 CFR part 26.

Firm Name:

Firm Address:

Description of Services:

NAICS Codes:

(www.census.gov/epcd/www/naics.html)

Status: DBE SBE OBE (Disadvantaged Business Enterprise) (Small Business Enterprise) (Other Business Enterprise)

Month/Year firm established:

Company Owner(s) Ethnic Group Membership: (optional)

Black Hispanic Native American

Asian Pacific Subcontinent Asian

Other (specify)

Annual Gross Receipts of the Firm: (check one)

Less than $500,000 $500,000 - $1 Million

$1 Million - $5 Million $5 Million - $10 Million

$10 Million - $20 Million Above $20 Million

Project Name: Bid Number:

Name (Type or Print): Date:

Title:

Signature: Telephone No.: ( )

Email Address: Facsimile No.: ( )

SEPTA

NON DBE PARTICIPATION SCHEDULE(Request for Proposals)

As specified in the DBE Participation Section included in the Solicitation Documents, the Proposer must furnish to SEPTA thedetails of non DBE subconsultant participation.

PROJECT NAME:

RFP NO.:

3. WORK/SERVICES TO BE PERFORMED BY SUBCONSULTANTS4. MATERIAL/SUPPLIES TO BE PURCHASED FROM SUPPLIERS

NAME OF FIRMCONTACT PERSON, BUSINESS ADDRESS, TELEPHONE NUMBER

DESCRIPTION OFWORK/SERVICES TO BE

PERFORMED /MATERIAL TO BE SUPPLIED

TOTAL PARTICIPATION

Firm Name:


Firm Name:


Firm Name:


Firm Name:


Firm Name:



Name of Proposer: Tele. No.: ( )(type or print)

Email:

Contact: Title:


Date:


Attachment 3

Project Progress

and

Performance Evaluation Form


Performance Evaluation (Other than Architect-Engineer)

1. Fund Number

2. Purchase Order

3. CPMS Number

IMPORTANT: Be sure to complete both pages of this Performance Evaluation. If additional space is necessary for any item, use Remarks Section on next page.4. Type of Report (Check one)

___Interim ___Completion of Service or Study ___Termination

5. Report Number 6. Date of Report

7. Name and Address of Consultant 8. Project Description and Location

9. Office Responsible forA. Selection of Consultant B. Negotiation/Award of Contract C. Administration of Contract

10. Contract Data A. Type of Work B. Type of Contract

___Fixed Price ___Cost Plus Fixed Fee ___Other (Specify):________________________________

C. Project Complexity ___Difficult ___Simple ___Routine

D. Professional Services Contract

Initial Contract sum

Amendments Claims by Consultant Final Contract Sum No. Amount No. Amount

E. Date of Notice to Proceed F. Contract Completion Date (Including Extensions) G. Actual Completion Date

11. Key Consultant Data A. Names B. Address C. Specialty

12. Overall Rating

Excellent Average Poor

13. Recommended for Future Contracts?

Yes No (If "No," explain on next page in the “Remarks” column)

14A. Name and Title of Rating Official 15A. Name and Title of Reviewing Official

14B. Signature 14C. Date 15B. Signature 15C. Date

PERFORMANCE EVALUATION (Other than Architect/Engineer)(Continuation from previous page)

Consultant:

Performance Elements N/A Excellent Average Poor NoInformation Signature & Date

Professionalism

Accuracy of Work

Cooperation

Completeness

Coordination

Effectiveness of Management

Timely Performance

Personnel Qualifications

Quality of Presentation

Quality of Work REMARKS (Explain all Excellent and Poor ratings.)


Attachment 4

Certification Regarding Compliance with Immigration Reform and Control Act of 1986


Certification Regarding Compliance with Immigration Reform and Control Act of 1986

The undersigned certifies, to the best of his or her knowledge and belief, that:

1. Consultant has and will continue to comply with, for the duration of this Agreement, the requirements of 8 U.S.C. § 1324a with respect to the hiring, recruiting or referral for employment of an alien in the United States of America.

2. Consultant will: 1) Complete the Employee Eligibility Form (I-9) for each person that it hires 2) Utilize the electronic employment verification system (“E-Verify”) designated in

Executive Order12989, and shall keep each I-9 Form on file for at least three (3) years, or one (1) year after employment ends, whichever is longer.

3. Consultant shall require that the provisions of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when the parties entered into this Agreement. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Act 43 of 2006, the Illegal Alien Labor on Assisted Act also known and cited as the Prohibition of Illegal Alien Labor on Assisted Projects Act.

Signature: ____________________________________________________________

Company Name: ____________________________________________________________

Title: ____________________________________________________________

Date: ____________________________________________________________

END OF SECTION


Attachment 5

SEPTA EEO/AA Contractual Requirements


SEPTA EEO/AA Contractual Requirements

Nondiscrimination:

During the performance of the Contract, the Consultant agrees as follows:

1. The Consultant will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, age, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, creed, religion, sex, age, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2. The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age, or national origin.

3. The Consultant will send to each Labor Union or Representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said Labor Union or Worker's Representative of the Consultant’s commitments under this Attachment, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

4. The Consultant will comply with all Affirmative Action provisions of the Agreement.

5. The Consultant will furnish all information and reports required by SEPTA and will permit access to its books, records, and accounts by the EEO Compliance Officer for purposes of investigation to ascertain compliance with such rules, regulations and orders.

6. In the event of the Consultant's noncompliance with the nondiscrimination clause of the Contract, the Contract may be cancelled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further SEPTA contracts.

7. The Consultant will include the portion of the sentence immediately preceding Paragraph 1 and the provisions of paragraph 1 through 8 in every subcontract or purchase order so that such provisions shall be binding upon each subconsultant or vendor. The Consultant will take such action with respect to any subcontract or purchase order as SEPTA may direct as a means of enforcing such provisions, including sanctions for noncompliance.

8. The Consultant shall have an Affirmative Action Plan declaring that it does not discriminate on the basis of race, color, religion, creed, national origin or sex and specifying minority and female goals to assure implementation of the Plan.

END OF SECTION


Attachment 6

Performance Bond

(Sample)


PERFORMANCE BOND "SAMPLE"

Know all men and women (or persons) by these presents, that ____________________________ as principal (hereinafter called the Contractor) and _____________________________________ as Surety (hereinafter called the Surety) are held and firmly bound unto SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY, 1234 MARKET STREET, PHILADELPHIA, PA 19107-3780, as Obligee (hereinafter called SEPTA) in the amount of ___________________________ dollars ($_____________), for the payment whereof the said Contractor and Surety bind themselves, and their respective heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

WHEREAS, the Contractor has by written agreement dated ____________________________ entered into a contract with SEPTA for ______________________________________________ which contract is hereby referred to and made a part hereof, and is hereinafter referred to as the Contract.

NOW, THEREFORE, the condition of this obligation is such, that if the Contractor shall fully indemnify SEPTA against any loss or damage directly suffered through the failure of the Contractor to faithfully perform said contract, at the time(s), and in the manner therein specified, then this obligation shall be void; otherwise it shall remain in full force and effect.

Provided however, whenever Contractor shall be, and declared by SEPTA to be in default under the Contract, the Surety may promptly remedy the default, or shall promptly;

1. Complete the Contract in accordance with its terms and conditions, or

2. Obtain a bid or bids for completing the Contract in accordance with its terms and conditions, and upon determination by Surety of the lowest responsible bidder, or, if SEPTA elects, upon determination by SEPTA and/or the Surety of the lowest responsible bidder, arrange for a contract between such bidder and SEPTA, and make available as work progresses and continue to make available (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the contract price; but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the contract price," as used in this paragraph, shall mean the total amount payable by SEPTA to Contractor under the Contract and any amendments or other entitlements thereto, less the amount properly paid by SEPTA to Contractor.

AND PROVIDED FURTHER, that no action, suit or proceeding be instituted on this bond after the expiration of two (2) years from the date on which final payment under the Contract falls due.

Signed, Sealed and Dated this _______________________ day of _________________, 2012.

_____________________________________________(Contractor)

BY __________________________________________ (SEAL)

______________________________________________(Surety)

BY ___________________________________________ (SEAL)


Attachment 7

Wage Rates

PA STATE AGENCIES ONLINE SERVICES --search PA--

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Safety and Labor-Management Relations > Labor Law Compliance

Notes for Five (5) County Building Common Journeyperson Laborer Notes (Philadelphia Area)

Philadelphia, Montgomery, Bucks, Chester and Delaware

The following updates to the Bureau of Labor Law Compliance’s Pennsylvania Building Journeyperson Laborer Notes are meant to provide a reference point for uniformity and clarity throughout the Commonwealth. The Notes may not be comprehensive, and should be read in conformity with the custom and usage of the construction industry in the geographic region in which they are utilized.

CLASS 1

Common Journeyperson

1. Cleaning, scrubbing, washing and polishing floors, furniture and windows (including through the use of bonding or flying cranes); For marble, granite, and terrazzo, cleaning, scrubbing, washing, and polishing after final acceptance.

2. Demolition of interiors and removal of all debris;3. Grading stone and dirt by hand;4. Form pinning5. Pouring handling, and placing of all concrete and related materials and all cure applications;6. Sheathing, lagging, and mining;7. Cleaning up debris;8. Stripping, dismantling, oiling and moving of concrete forms;9. Loading, unloading and carrying of reinforced steel;

10. Handling and distributing lumber and all other building materials, including final strip, and including materials used or installed by mechanical trades (e.g., electrician, plumber, sheet metal worker, insulator);

11. Unloading, carrying, distributing and laying of pre-cast concrete slabs and planks;12. Wrecking, moving and demolishing underpinning and shoring of all structures;13. Using flags and other signaling devices;14. Performing landscaping and nursery work;15. Serving as a Toolroom Person, hanging tools, delivering tools;16. Cleaning precipitators;17. Watching for fires;18. Operating conveyors;19. Using vacuum cleaners of all types (ride or walk-along);20. Digging and filling holes and trenches using hand tools;21. Driving stakes;22. Ripping out material which is to be discarded;23. Cleaning roof removal materials on the ground. Performs roof removal work for demolition (Roof

removal work for roof replacement is performed by roofers);24. Operating a pressure washer;25. Unloading, stockpiling and moving materials for carpenters.26. Operating power buggies and pumps;27. Operating walk along compacting and vibrating equipment;28. Operating guniting machines (including potman);29. Operating steam jennies;30. Using pumps of 2” and under;31. Operating burning torches or burners for demolition;32. Blasting or assisting with blasting;33. Grading and building scaffolds;34. Using or assisting with air and hydraulic wagon drills, on or off tracks;35. Using walk-along or walk behind lifts and similar machines;36. Serving as a drill runner or drill runner’s assistant;37. Operating a chipping hammer or similar;38. Mixing mortar or operating a mortar mixing machine (regardless of power used, including starting and

stopping);39. Feeding grout machines and operating grout pumps;40. Operating concrete saws;41. Operating air tracks or assisting;42. Laying on nonmetallic (clay, ironstone, terra cotta, vitrified concrete and plastic) pipe and the making

of joints for the same within five feet outside a building, or to the first joint beyond five feet from a building;

43. Operating jackhammers or concrete busters;44. Operating concrete drills and cutting equipment for trenches, flatwork, and wall coring of multi-use

(common) holes;45. Operating walk behind rollers and similar machines46. Using a cutting torch for demolition work on steel or other metal structures;

Page 1 of 2Prevailing Wage

http://www.portal.state.pa.us/portal/server.pt?open=514&objID=553562&mode=2

47. Operating salamanders, smudge pots, propane and kerosene burners and all other heating methods;48. Operating drills and all other pneumatic and electric hand tools for demolition;49. Using concrete mixers, vibrators and pumps;50. Operating walk along tamping equipment;51. Sandblasting (filling the pot, cleaning up of sand, use of the nozzle) pumps 2” or under for demolition;52. Using welding torches;53. Working on swing scaffold, sling and Bosun chairs.

CLASS 2

Asbestos Removal

CLASS 3

Mason Tenders

CLASS 4

Forklift Laborer (In conjunction with the Mason Tenders)

CLASS 5

Plaster Tender

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Notes for Heavy & Highway Laborers in Five (5) County Area (Philadelphia Area)

Philadelphia, Montgomery, Bucks, Chester and Delaware

HEAVY & HIGHWAY LABORERS

CLASS 1

Yardwork Laborers Scale Mix Yardwork Laborers Scale Mixer Men Bumermen Feeders Dustmen

CLASS 2

General Journeyman Laborer Asphalt Shevelers Sheeting, Shoring & Lagging Laborers Stone, Granite & Artificial Stone Setting Laborer HOD Carriers Scaffold Builders Relief Joints & Placing Gabions Pneumatic Tool Laborers Concrete Forms & Stripping Laborers Concrete & Lumber Material Laborers Steel * Steel Mesh (Carrying & Handling) Form Pinners Mortar Mixers Pouring & Placing Concrete Grade Men

CLASS 3

Vibrator Laborer Finsih Surface Asphalt Rackers Jackhammer Operators Paving Breaker Operator Pipelayer & Caulker (All Joints up to Within 5 Feet of Building Foundation Line) Conduit & Duct Layers

CLASS 4

Flagperson

CLASS 5

Miners

CLASS 6

Welders & Burners

CLASS 7

Miner Bore Driver Blasters Drillers Pneumatic Shield Operator

CLASS 8

Miners Helpers Form Setters

CLASS 9

Trackmen Brackmen



Groutmen Bottom Shaft Men All Other Laborers in Free Air Tunnels Underpinning

CLASS 10

Circular Caissons Welders, Burners & Air Tuggers

CLASS 11

Powdermen Multiple Wagon Drill Operator Laborers

CLASS 12

Caisson Laborer Foreman

CLASS 13

Toxic/Hazardous Waste Handler

CLASS 14

Wagon Drill/Hydraulic Track Drill Operator Laborer






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Definitions for 5 County Building, Heavy, Highway OperatorsChester, Montgomery, Bucks, Philadelphia, & Delaware

Operators Class 1

Handling Steel & Stone in Connection with Erection Cranes doing Hook Work * **

Any Machines Handling Machinery Cable Spinning Machine

Helicopter Rail Loader (Winch Boom Type)

High Rail/Burro Crane

Machines Similar to above including remote control equipment

Operators Class 1 (A)

Machines Handling Steel, or the Functional Equivalent, and Stone in connection with Erection 15 Ton and over Factory Rating

Cranes doing Hook Work 15 Ton and over Factory Rating * **

Any Machines Handling Machinery High Rail/Burro Crane 15 Ton and over Factory Rating

Rail Loader (Winch Boom Type) 15 Ton and over Factory Rating

Concrete Pumps (Building)

Equipment in Wage Group 1 that does not require an Oiler

Concrete Pumps (Building) 120 Feet of Boom Length or less (200 yard pour or less)


Operators Class 2

All Types of Cranes * ** Conveyor Loaders (Euclid-Type Wheel)

Cableways All Types of Shovels

Drag Lines Pavers 21E & Over

Derricks Trenching Machines

Trench Shovels Hoist with Two Towers

Pippin Type Backhoes Front-End Loaders

Building Hoists - Double Drum (Unless used as a Single Drum)

Bobcat

Boat Captain Directional Boring Machines

Side Boom Vermeer Saw Type Machine (Other than Hand Held)

Vermeer Saw Type Machine Chipper with Boom

Tractor Mounted Hydro Axe Bundle Puller-Extractors (Tubular Type)

All Autograde & Concrete Finishing Machines Ballast Regulators

Production Switch Tamper Rail/Road Loader

Tie Replacer Portable Rock Crusher

Power Jack Liner Tandem Scrapers

Keystones Mucking Machines in Tunnel



Milling Machine Tower Type Crane Operation, Erecting, Dismantling, Jumping or Jacking

Drills Self-Contained (Drillmaster Type) Fork Lift (20 feet & over)

Motor Patrols (Fine Grade) Batch Plant with Mixer

Carryalls, Scrapers & Tournapulls Rollers (High Grade Finishing)

Spreaders (Asphalt) Bulldozers & Tractors

Mechanic – Welder Concrete Pumps (Heavy, Highway)


Operators Class 2 (A)

Gradalls All Types of Backhoes

Crawler Backhoes and Crawler Gradalls over four Cubic Yard Factor Rating

Hydraulic Backhoes over One Cubic Yard Factor Rating

Single Person Operation Truck Cranes 15 Ton and Over Factory Rating

Cherry Picker Type Machinery and Equipment 15 Ton and Over Factory Rating

Concrete Pumps (Heavy/Highway) Equipment in Wage Group 2 that does not require an Oiler


Operators Class 3

Conveyors (Except Building Conveyors) Building Hoists (Single Drum)

Well Drillers Asphalt Plant Engineers

Fork Lift Trucks of all Types Ditch Witch (Small Trencher)

Motor Patrols Concrete Breaking Machines (Guillotine Only)

Rollers Fine Grade Machines

Stump Grinder High or Low Pressure Boilers

Elevator Operator (New Construction)


Operators Class 4

Seamen Pulverizing Mixer Form Line Graders

Farm Tractors Road Finishing Machines

Concrete Spreaders (Heavy, Highway) Grease Truck

Power Broom (Self-Contained) Seed Spreader


Operators Class 5

Conveyors (Building) Welding Machines

Heaters Well Point Pumps

Compressors Pumps

Miscellaneous Equipment Operator Tireman, Power Equipment

Maintenance Engineers (Power Boats) Elevator Operator (Renovations)

House Car




Operators Class 6

FiremanOilers & Deck Hands (Personnel Boats)Grease Truck Helper


Operators Class 7 (A) (Toxic/Hazardous Waste Removal)

Handling Steel & Stone In Connection with Erection Cranes doing Hook Work

Any Machines Handling Machinery Cable Spinning Machine

Helicopters Concrete Pumps (Building)

High Rail/Burro Crane Rail Loader (Winch Boom Type)


Operators Class 7 (B) (Toxic/Hazardous Waste Removal)

All Types of Cranes All types of Backhoes

Cableways Conveyor Loader (Euclid-Type Wheel)

Drag Lines Keystones

All Types of Shovels Derricks

Pavers 21E & Over Trench Shovels

Trenching Machines Gradalls

Front-End Loaders Boat Captain

Hoist with Twp Towers Concrete Pumps (Heavy, Highway)

Building Hoists-Double Drum (Unless Used as a Single Drum)

Milling Machine

Mucking Machines in Tunnel Pippin Type Backhoes

Bobcat Tandem Scrapers

Side Boom Tower Type Crane – Operation, Erecting

Dismantling, Jumping or Jacking Directional Boring Machines

Vermeer Saw Type Machine (Other Than Hand Held)

Drills Self-Contained (Drillmaster Type)

Fork Lift (20Ft & Over) Tractor Mounted Hydro Axe

Motor Patrols (Fine Grade) Chipper with Boom

Batch Plant with Mixer All Autograde & Concrete Finishing Machines

Carryalls, Scrapers & Tournapulls Rollers (high Grade Finishing)

Bundle Pullers/Extractors (Tubular) Spreaders (Asphalt)

Bulldozers & Tractors Mechanic – Welders

Production Switch Tamper Ballast Regulators

Tie Replacer Rail/Road Loader

Power Jack Liner


* On Building Projects - On all machines with booms, jibs, masts and leads, including tower cranes, 100 feet from ground up, fifty ($.50) cents per hour additional will be paid for each increment of 25 feet over 100 feet. On cranes with booms (including jibs, masts and leads) 200 feet and over, two (2) operators will be required. When two (2) operators are employed, no oiler will be required.

Booms to be measured from the ground up. Tower cranes calculated from ground up and out for purpose of boom pay



** On Heavy and Highway Projects: On all machines with booms, jibs, masts, and leads, including tower cranes, 100 ft. and over, thirty-five ($.35) cents per hour additional will be paid for each increment of 25' over 100'. On cranes with booms (including jibs, masts and leads) 200 ft. and over, two (2) operators will be required. When 2 operators are employed, no oiler will be required. Booms to be measured from the ground up.






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ASBESTOS REMOVAL -- ASBESTOS WORKER/LABORER

AMENDED FOR 11/21/97

The removal of asbestos containing materials should be handled as follows:

1. The removal of all insulation materials, whether they contain asbestos or not, from mechanical systems (pipes, boilers, ducts, flues, breachings, etc.) will be recognized as work to be classified as Asbestos Worker.

2. On all mechanical systems (pipes, boilers, ducts, flues, breachings, etc.) that are going to be scrapped, the removal of all insulating material, whether they contain asbestos or not, will be classified as Laborers.

3. The removal of all asbestos containing materials from walls, ceilings, floors, columns and all other non-mechanical structures and surfaces, etc., will be held to the classification of Laborers (with the exception of roofing materials).

4. The term "removal" shall not include sealing, labeling and dropping of scrap material into appropriate containers. After the drop, the final disposal will be classified as Laborers.

5. The loading at the designated area of all materials that have been removed, bagged and tagged, as well as clean-up and all unloading, burying and other work required at the disposal site should be classified as Laborers.






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Notes for Building, Heavy, Highway Truckdriver Truckdriver Class 1

Single Axle

Truckdrivers Class 2

Tandem Tri-Axle Semi-Trailer (Combination)

Truckdrivers Class 3

Speciality Vehicles






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Painters Notes for Building, Heavy, Highway Painters

Cameron, Crawford, Forest, Potter & Warren Counties

Painters Class 1 - Industrial Rates (Heavy/Highway)

Painters Class 2 - Commercial Rates (Building)

Allegheny, Fayette, Greene & Washington Counties

Painters Class 1 - Industrial Brush & Roll (Heavy/Highway)

Painters Class 2 - Industrial Sandblast & Spray (Heavy/Highway)

Painters Class 3 - Bridge, Hot Stack, & Transmission Towers (Heavy/Highway)

Painters Class 4 - Painter Tender I (Heavy/Highway)

Painters Class 5 - Painter Tender II (Heavy/Highway)

Painters Class 6 - Commercial Painting & Paperhanging (Building)

Armstrong, Beaver, Bedford, Blair, Butler, Cambria, Centre, Clarion, Clearfield, Elk, Fulton, Huntingdon, Indiana, Jefferson, Juniata, Lawrence, Mercer, Mifflin, Somerset, Venango &

Westmoreland Counties

Painters Class 1 - Industrial Brush & Roll (Heavy/Highway)

Painters Class 2 - Industrial Sandblast & Spray (Heavy/Highway)

Painters Class 3 - Bridge, Hot Stack, & Transmission Towers (Heavy/Highway)

Painters Class 4 - Painter Tender I (Heavy/Highway)

Painters Class 5 - Painter Tender II (Heavy/Highway)

Painters Class 6 - Commercial Painting & Paperhanging (Building)

Bucks, Chester, Delaware, Montgomery & Philadelphia Counties

Painters Class 1 - Brush, Roller & Spray

Painters Class 2 - Bridge

Painters Class 3 - Wallcoverer

Adams, Berks, Bradford, Carbon, Clinton, Columbia, Cumberland, Dauphin, Franklin, Lackawanna, Lancaster, Lebanon, Lehigh, Luzerne, Lycoming, Monroe, Montour, Northampton,

Northumberland, Perry, Pike, Schuylkill, Snyder, Sullivan, Susquehanna, Tioga, Union, Wayne, Wyoming & York Counties

Paitners Class 1 - Commercial*

Painters Class 2 - Industrial (includes Structural Steel, Industrial Spray & Sandblasting)*

Painters Class 3 - Bridge*

* $1.00per hour above the rate for all classifications for work done in the following manner: Steel, Spray, Epoxy, HIPAC Coatings, Catalyzed Epoxy, Urethanes, Removers, Swing, Basket, and Sandblasting



Clinton County

Painters Class 1 - Spray

Painters Class 2 - Brush & Roller






Attachment 8

Special Condition

Release and Agreement To Conform with Environmental Laws for

PCB Removal


SPECIAL CONDITION

RELEASE AND AGREEMENT TO CONFORM WITH ENVIRONMENTAL LAWS FOR PCB REMOVAL

KNOW ALL MEN BY THESE PRESENTS THAT for and in consideration of an award of contract and payment of Contract Sum under a contract with the Southeastern Pennsylvania Transportation Authority ("SEPTA") dated ________________________, 20__, hereinafter known as the "Agreement," which is incorporated by reference herein and other good and lawful consideration _____________________________________________, including its successors in interest or assigns, who shall be held as and hereinafter known as "Releasor" for all purposes of this Release and Agreement to Conform with Environmental Laws for PCB Removal, does hereby remise, release, and forever discharge SEPTA and its members, officers, employees, successors and subsidizers, subject to and conditioned upon SEPTA's full performance of its obligations under the Agreement, of and from all manner of actions and causes of action, suits, debts, covenants, contracts, judgments, penalties, claims, and demands whatsoever in law or in equity whether judicial or administrative in nature, and, without limiting the above, of and from any actions or causes of action, suits, debts, covenants, contracts, judgments, penalties, claims, and demands of any sort based upon any and all environmental laws of any jurisdictions including those which regulate hazardous wastes and hazardous substances including polychlorinated biphenyls (PCBs) or materials that by operation of the Scope of Work in this Agreement are defined to be PCBs.

Moreover, it is also agreed, without limiting the above general release:

A. The Agreement for the disposal of certain materials that will be generated by the activities to be performed and that are defined to be PCBs, is expressly incorporated by reference herein as though set forth fully herein. Releasor acknowledges that the subject matter of the Agreement, including the handling, storage, packaging, transportation and disposal of the aforesaid PCBs by Releasors, is strictly regulated in the currently applicable federal regulations, found in Title 40 of the Code of Federal Regulations, Part 761 (and as they may be amended)("EPA Regulation").

B. Releasor expressly covenants that it is familiar with and agrees that it will comply with these Regulations. The Releasor further covenants and agrees to comply with all other federal, state, and local laws, ordinances, regulations and decrees, whether administrative or judicial, which are presently applicable or which may become applicable to the subject matter of the Agreement.

C. Releasor covenants and agrees that it will not use, presently, or at any future time, any of the above-referenced PCBs to be removed pursuant to this contract, and that it will only handle said materials according to all applicable laws and regulations, and handle, store, package, transport and eventually dispose of the PCBs according to all applicable laws.

Releasor further covenants and agrees that, in the event it contracts with any other party or parties for the handling, storage, packaging, transportation and/or disposal of PCBs, which are the subject of the present Agreement, that Releasor is obligated to ascertain that such other party or parties will comply as fully with the law as Releasor is obligated to do hereunder and as SEPTA is obligated to do, and that Releasor will obtain a written certification accompanied by an affidavit of an officer of each such third party stating that the third party or parties will fully comply with the EPA Regulations and all other applicable laws with respect to the PCBs. The failure of Releasor to obtain such certification from any third party or parties shall not be deemed to be a breach of this Release or the Agreement as long as Releasor has used its best efforts to obtain the same. A copy of such certification must be sent by Releasor to SEPTA within thirty (30) days of the making of any such contract with any such third party or parties. Releasor agrees to obtain the prior written approval of SEPTA before Releasor engages any third party or parties to perform any services under this paragraph; provided, however, that no such prior approval shall be required of SEPTA in conjunction with the contracting by Releasor for the ultimate disposal of the PCBs, on the condition that Releasor obtain a written certification and affidavit prior to or at the time when the third party takes possession of such PCBs and shall state that the third party will fully comply with the EPA Regulations and all other applicable laws. Releasor covenants and agrees to transmit to SEPTA such certification and affidavit within ten (10) days of the date such certification and affidavit are executed by the third party and officer thereof.

D. Releasor avers that it has been engaged in the business of handling, processing and storing PCBs for the past three years and to the extent required by law, has arranged for lawful disposal of PCBs for the past three years.

E. It is understood by the parties to the Agreement that the PCBs which are the subject of the Agreement pass to Releasor at the time said PCBs are generated by Releasor's activities, unless barred by the operation of law.

F. Any act or omission on the part of Releasor which involves or includes a violation of the EPA Regulations or of any federal or state environmental statute or regulation, or local ordinance dealing with the environment, and which involves the handling, disposal, storage, packaging, transportation and/or disposal of the PCBs which are the subject of the Agreement will be regarded by SEPTA as a substantial breach of the Agreement. Such act(s) or omission(s) will be regarded as a breach or breaches of the Agreement by Releasor whether resulting from the inadvertence, negligence or gross negligence of Releasor.

G. 1. Releasor covenants and agrees to send to SEPTA one copy of every record which Releasor is obligated by the EPA Regulations to maintain and one copy of every communication between Releasor and every federal, state and local governmental body, including also the Environmental Protection Agency, which deals with the PCBs which are the subject of the Agreement, and to send such copies to SEPTA within thirty (30) days of the making of such records and the sending or receiving of such communication.

2. In the event that PCBs are stored by Releasor prior to ultimate disposal, Releasor covenants and agrees to send to SEPTA the certification that such disposal was carried out properly under the EPA Regulations and all other applicable laws, and such certification shall be sent within thirty (30) days of each such disposal.

3. On the occasion or occasions of the ultimate disposal of any or all of the PCBs, Releasor covenants and agrees to send to SEPTA its certification that such disposal was carried out properly under the EPA Regulations and all other applicable laws, and such certification shall be sent within thirty (30) days of each disposal.

4. The certifications concerning proper storage and disposal, which are the subjects of the two immediately preceding subparagraphs (2 and 3), are to be sent by Releasor to SEPTA even if Releasor, pursuant to paragraph C above, has engaged a third party or parties to perform such storage and/or disposal, and regardless of whether Releasor passes PCBs to any other party or parties. This requirement concerning the sending of certifications described in this paragraph is the continuing responsibility of Releasor, and may not be assigned to any agent or independent contractor of Releasor, without the prior written consent of SEPTA.

5. The transmission by Releasor of all records, documents, and certifications mentioned in this paragraph G or elsewhere in this Release within the prescribed periods and at the prescribed intervals is regarded by both parties to be of the essence of this Release and the incorporated Agreement.

H. Releasor hereby promises and agrees that in the event that SEPTA is named as a defendant in any action at law or equity or in any criminal or civil action or any administrative proceeding before any court or administrative agency in any jurisdiction, for any act or omission for which Releasor is responsible pursuant to the Agreement or this Release, Releasor hereby covenants and agrees to defend, indemnify, and hold harmless SEPTA, its agents, employees and officers, successors and subsidizers, from and against any civil or criminal judgment, penalty, cost, claim, suit or action at law or in equity or any administrative proceeding which may be brought against SEPTA on account of any violation or damage of any kind whatsoever including property loss or personal injury of any kind or nature whatsoever (including deaths) arising out of or in any way connected with Releasor's performance of the Agreement incorporated by reference herein.

A. This Release and Agreement to conform with Environmental Laws shall be interpreted according to the laws of the Commonwealth of Pennsylvania.

For and in consideration of the Agreement incorporated herein by reference as though set forth fully herein, and for other good and lawful consideration, this Release and Agreement to Conform with Environmental Laws for PCB Removal is executed and delivered this _________ day of _____________________, 20___, by the hereunder signed parties and/or authorized representatives thereof.

Attest: _______________________________

By: ____________________________

SEAL

By _________________________________ President or Vice President

____________________________________Secretary

(Environmental Laws - PCBs)


Attachment 9

Special Condition


Asbestos Removal


SPECIAL CONDITION

RELEASE AND AGREEMENT TO CONFORM WITH ENVIRONMENTAL LAWS FOR ASBESTOS REMOVAL

KNOW ALL MEN BY THESE PRESENTS THAT: For and in consideration of an award of contract and payment of Contract Sum under a contract with the Southeastern Pennsylvania Transportation Authority ("SEPTA") dated ________________, 20___, hereinafter known as the "Agreement," which is incorporated by reference herein and other good and lawful consideration _____________________________________, including its successors in interest or assigns, who shall be held as and hereinafter known as "Releasor" for all purposes of this Release and Agreement to Conform with Environmental Laws for Asbestos Removal, does hereby remise, release, and forever discharge SEPTA and its members, officers, employees, successors and subsidizers, subject to and conditioned upon SEPTA's full performance of its obligations under the Agreement, of and from all manner of actions and causes of action, suits, debts, covenants, contracts, judgments, penalties, claims, and demands whatsoever in law or in equity whether judicial or administrative in nature, and, without limiting the above, of and from any actions or causes of action, suits, debts, covenants, contracts, judgments, penalties, claims, and demands of any sort based upon any and all environmental laws of any jurisdictions including those which regulate hazardous wastes and hazardous substances including Asbestos or materials that by operation of the Scope of Work in the Contract are defined to be Asbestos.


A. The Agreement for the disposal of certain materials that will be generated by the activities to be performed and that are defined to be Asbestos, is expressly incorporated by reference herein as though set forth fully herein. Releasor acknowledges that the subject matter of the Agreement, including the handling, storage, packaging, transportation and disposal of the aforesaid Asbestos by Releasors, is strictly regulated in the currently applicable federal regulations, found in Title 40 of the Code of Federal Regulations, Part 61, Subpart M (and as they may be amended) ("EPA Regulations") and the City of Philadelphia Asbestos Control Regulations, when applicable.


C. Releasor covenants and agrees that it will not use, presently, or at any future time, any of the above-referenced Asbestos to be removed pursuant to this contract, and that it will only handle said materials according to all applicable laws and regulations, and handle, store, package, transport and eventually dispose of the Asbestos according to all applicable laws.

Releasor further covenants and agrees that, in the event it contracts with any other party or parties for the handling, storage, packaging, transportation and/or disposal of Asbestos, which is the subject of the present Agreement, that Releasor is obligated to ascertain that such other party or parties will comply as fully with the law as Releasor is obligated to do hereunder and as SEPTA is obligated to do, and that Releasor will obtain a written certification accompanied by an affidavit of an officer of each such third party stating that the third party or parties will fully comply with the EPA Regulations and all other applicable laws with respect to the Asbestos. The failure of Releasor to obtain such certification from any third party or parties shall not be deemed to be a breach of this Release or the Agreement as long as Releasor has used its best efforts to obtain the same. A copy of such certification must be sent by Releasor to SEPTA within thirty (30) days of the making of any such contract with any such third party or parties. Releasor agrees to obtain the prior written approval of SEPTA before Releasor engages any third party or parties to perform any services under this paragraph; provided, however, that no such prior approval shall be required of SEPTA in conjunction with the contracting by Releasor for the ultimate disposal of the Asbestos, on the condition that Releasor obtain a written certification and affidavit prior to or at the time when the third party takes possession of such Asbestos and shall state that the third party will fully comply with the EPA Regulations and all other applicable laws. Releasor covenants and agrees to transmit to SEPTA such certification and affidavit within ten (10) days of the date such certification and affidavit are executed by the third party and officer thereof.

D. Releasor avers that it has been engaged in the business of handling, processing and storing Asbestos for the past three years and to the extent required by law, has arranged for lawful disposal of Asbestos for the past three years.

E. It is understood by the parties to the Agreement that the Asbestos which is the subject of the Agreement pass to Releasor at the time said Asbestos is generated by Releasor's activities, unless barred by the operation of law.

F. Any act or omission on the part of Releasor which involves or includes a violation of the EPA Regulations or of any federal or state environmental statute or regulation, or local ordinance dealing with the environment, and which involves the handling, disposal, storage, packaging, transportation and/or disposal of the Asbestos which is the subject of the Agreement will be regarded by SEPTA as a substantial breach of the Agreement. Such act(s) or omission(s) will be regarded as a breach or breaches of the Agreement by Releasor whether resulting from the inadvertence, negligence or gross negligence of Releasor.

G. 1. Releasor covenants and agrees to send to SEPTA one copy of every record which Releasor is obligated by the EPA Regulations to maintain and one copy of every communication between Releasor and every federal, state and local governmental body, including also the Environmental Protection Agency, which deals with the Asbestos which is the subject of the Agreement, and to send such copies to SEPTA within thirty (30) days of the making of such records and the sending or receiving of such communication.

2. In the event that Asbestos is stored by Releasor prior to ultimate disposal, Releasor covenants and agrees to send to SEPTA the certification that such disposal was carried out properly under the EPA Regulations and all other applicable laws, and such certification shall be sent within thirty (30) days of each such disposal.

3. On the occasion or occasions of the ultimate disposal of any or all of the Asbestos, Releasor covenants and agrees to send to SEPTA its certification that such disposal was carried out properly under the EPA Regulations and all other applicable laws, and such certification shall be sent within thirty (30) days of each disposal.

4. The certifications concerning proper storage and disposal, which are the subjects of the two immediately preceding subparagraphs (2 and 3), are to be sent by Releasor to SEPTA even if Releasor, pursuant to paragraph C above, has engaged a third party or parties to perform such storage and/or disposal, and regardless of whether Releasor passes Asbestos to any other party or parties. This requirement concerning the sending of certifications described in this paragraph is the continuing responsibility of Releasor, and may not be assigned to any agent or independent contractor of Releasor, without the prior written consent of SEPTA.

5. The transmission by Releasor of all records, documents, and certifications mentioned in this paragraph G or elsewhere in this Release within the prescribed periods and at the prescribed intervals is regarded by both parties to be of the essence of this Release and the incorporated Agreement.


I. This Release and Agreement to conform with Environmental Laws shall be interpreted according to the laws of the Commonwealth of Pennsylvania.

For and in consideration of the Agreement incorporated herein by reference as though set forth fully herein, and for other good and lawful consideration, this Release and Agreement to Conform with Environmental Laws for Asbestos Removal is executed and delivered this _________________________ day of ______________________, 20___, by the hereunder signed parties and/or authorized representatives thereof.

Attest: _____________________________ By: ______________________________________

SEAL

By: ______________________________________ President or Vice President

__________________________________________ Secretary

(Environmental Laws - Asbestos)


Attachment 10

Special Condition


Removal of Material Designated as Hazardous Waste by Title 40 CFR


SPECIAL CONDITION

RELEASE AND AGREEMENT TO CONFORM WITH ENVIRONMENTAL LAWS

FOR REMOVAL OF MATERIAL DESIGNATED AS HAZARDOUS WASTE BY TITLE 40 CODE OF FEDERAL REGULATIONS PART 261 ET SEQ

KNOW ALL MEN BY THESE PRESENTS THAT: For and in consideration of an award of contract and payment of Contract Sum under a contract with the Southeastern Pennsylvania Transportation Authority ("SEPTA") dated ______________________, 20___, hereinafter known as the "Agreement," which is incorporated by reference herein and other good and lawful consideration ____________________________________, including its successors in interest or assigns, who shall be held as and hereinafter known as "Releasor" for all purposes of this Release and Agreement to Conform with Environmental Laws for Hazardous Waste Removal, does hereby remise, release, and forever discharge SEPTA and its members, officers, employees, successors and subsidizers, subject to and conditioned upon SEPTA's full performance of its obligations under the Agreement, of and from all manner of actions and causes of action, suits, debts, covenants, contracts, judgments, penalties, claims, and demands whatsoever in law or in equity whether judicial or administrative in nature, and, without limiting the above, of and from any actions or causes of action, suits, debts, covenants, contracts, judgments, penalties, claims, and demands of any sort based upon any and all environmental laws of any jurisdictions including those which regulate hazardous wastes and hazardous substances including material designated as hazardous waste by Title 40 Code of Federal Regulations Part 261 et seq ("Hazardous Waste") or materials that by operation of the Scope of Work in the Contract is defined to be Hazardous Waste.


A. The Agreement for the disposal of certain materials that will be generated by the activities to be performed and that are defined to be Hazardous Waste, is expressly incorporated by reference herein as though set forth fully herein. Releasor acknowledges that the subject matter of the Agreement, including the handling, storage, packaging, transportation and disposal of the aforesaid Hazardous Waste by Releasors, is strictly regulated in the currently applicable federal regulations, found in Title 40 of the Code of Federal Regulations, Part 261 et seq (and as they may be amended) ("EPA Regulations").


C. Releasor covenants and agrees that it will not use, presently, or at any future time, any of the above-referenced Hazardous Waste to be removed pursuant to this contract, and that it will only handle said materials according to all applicable laws and regulations, and handle, store, package, transport and eventually dispose of the Hazardous Waste according to all applicable laws.

Releasor further covenants and agrees that, in the event it contracts with any other party or parties for the handling, storage, packaging, transportation and/or disposal of Hazardous Waste, which is the subject of the present Agreement, that Releasor is obligated to ascertain that such other party or parties will comply as fully with the law as Releasor is obligated to do hereunder and as SEPTA is obligated to do, and that Releasor will obtain a written certification accompanied by an affidavit of an officer of each such third party stating that the third party or parties will fully comply with the EPA Regulations and all other applicable laws with respect to the Hazardous Waste. The failure of Releasor to obtain such certification from any third party or parties shall not be deemed to be a breach of this Release or the Agreement as long as Releasor has used its best efforts to obtain the same. A copy of such certification must be sent by Releasor to SEPTA within thirty (30) days of the making of any such contract with any such third party or parties. Releasor agrees to obtain the prior written approval of SEPTA before Releasor engages any third party or parties to perform any services under this paragraph; provided, however, that no such prior approval shall be required of SEPTA in conjunction with the contracting by Releasor for the ultimate disposal of the Hazardous Waste, on the condition that Releasor obtain a written certification and affidavit prior to or at the time when the third party takes possession of such Hazardous Waste and shall state that the third party will fully comply with the EPA Regulations and all other applicable laws. Releasor covenants and agrees to transmit to SEPTA such certification and affidavit within ten (10) days of the date such certification and affidavit are executed by the third party and officer thereof.

D. Releasor avers that it has been engaged in the business of handling, processing and storing Hazardous Waste for the past three years and to the extent required by law, has arranged for lawful disposal of Hazardous Waste for the past three years.

E. It is understood by the parties to the Agreement that the Hazardous Waste which is the subject of the Agreement pass to Releasor at the time said Hazardous Waste is generated by Releasor's activities, unless barred by the operation of law.

F. Any act or omission on the part of Releasor which involves or includes a violation of the EPA Regulations or of any federal or state environmental statute or regulation, or local ordinance dealing with the environment, and which involves the handling, disposal, storage, packaging, transportation and/or disposal of the Hazardous Waste which is the subject of the Agreement will be regarded by SEPTA as a substantial breach of the Agreement. Such act(s) or omission(s) will be regarded as a breach or breaches of the Agreement by Releasor whether resulting from the inadvertence, negligence or gross negligence of Releasor.

G. 1. Releasor covenants and agrees to send to SEPTA one copy of every record whichReleasor is obligated by the EPA Regulations to maintain and one copy of everycommunication between Releasor and every federal, state and local governmentalbody, including also the Environmental Protection Agency, which deals with theHazardous Waste which is the subject of the Agreement, and to send such copies toSEPTA within thirty (30) days of the making of such records and the sending orreceiving of such communication.

2. In the event that Hazardous Waste is stored by Releasor prior to ultimate disposal,Releasor covenants and agrees to send to SEPTA the certification that such disposalwas carried out properly under the EPA Regulations and all other applicable laws,and such certification shall be sent within thirty (30) days of each such disposal.

3. On the occasion or occasions of the ultimate disposal of any or all of the HazardousWaste, Releasor covenants and agrees to send to SEPTA its certification that suchdisposal was carried out properly under the EPA Regulations and all other applicablelaws, and such certification shall be sent within thirty (30) days of each disposal.

4. The certifications concerning proper storage and disposal, which are the subjects ofthe two immediately preceding subparagraphs (2 and 3), are to be sent by Releasor toSEPTA even if Releasor, pursuant to paragraph C above, has engaged a third party orparties to perform such storage and/or disposal, and regardless of whether Releasorpasses Hazardous Waste to any other party or parties. This requirement concerningthe sending of certifications described in this paragraph is the continuingresponsibility of Releasor, and may not be assigned to any agent or independentcontractor of Releasor, without the prior written consent of SEPTA.

5. The transmission by Releasor of all records, documents, and certifications mentionedin this paragraph G or elsewhere in this Release within the prescribed periods and atthe prescribed intervals is regarded by both parties to be of the essence of thisRelease and the incorporated Agreement.


I. This Release and Agreement to conform with Environmental Laws shall be interpreted according to the laws of the Commonwealth of Pennsylvania.

For and in consideration of the Agreement incorporated herein by reference as though set forth fully herein, and for other good and lawful consideration, this Release and Agreement to Conform with Environmental Laws for Hazardous Waste Removal is executed and delivered this _________________________________ day of _____________________, 20___, by the hereunder signed parties and/or authorized representatives thereof.

Attest: _______________________________ By: ________________________________

SEAL

By: ________________________________ President or Vice President

____________________________________Secretary