Operating Procedure

Operating Procedure Title: Commissary Supplies Advertising Program Number: 36-004 Effective Date: May 30, 1993 Page 1 of 2 Revised Date: March 1, 1994

1. PURPOSE

To establish guidelines to enable Metro-North Railroad (Metro-North) to reduce costs and generate revenue through the sale of advertising on commissary supplies including cups, napkins, trays, stirrers and carts.

2. SCOPE

These guidelines apply to the business activities of the Commissary Supplies Advertising Program, and cover solicited and unsolicited proposals.

3. POLICY

A. All vendors who meet Metro-North’s criteria for positive image association will have equal opportunity to participate in this program.

B. Vendors will be selected based upon the following criteria:

1. Quantity and quality of items supplied; 2. The contract term; 3. Ability to meet delivery requirements; and 4. Additional compensation.

C. All proposed products must be approved by the Commissary Department for quality and utility in Metro-North operations.

D. All proposed artwork will be reviewed and approved by New Product Development, Corporate Communications and the Commissary Department.

E. In order to diversity the advertising on supplies, Metro-North reserves the right to limit the amounts furnished/supplied by successful bidders.

4. PROCEDURE

A. The Contract Administration and Procurement (CA&P) Department will, on an annual basis, solicit proposals from interested parties to participate in this program this solicitation will include, but not be limited to, current and prospective vendors supplying commissary products.

The RFP process described in this section is applicable to the Commissary Supplies Advertising program only and is exempt from the otherwise applicable Metro-North corporate policies regarding the solicitation of Requests for Proposals.

B. The Manager, New Product Development (NPD) will provide input to the list of prospective solicitees and assist CA&P in the design of the solicitation and media plan.

C. All costs of this solicitation will be borne by New Product Development.

D. The Purchasing Department will document and record all responses and forward them to the Manager, NPF for review, evaluation and selection.

E. In the event that there is no clearly superior offer, or if there are identical offers, the Manager, NPD

Operating Procedure Title: Commissary Supplies Advertising Program Number: 36-004 Effective Date: May 30, 1993 Page 1 of 2 Revised Date: March 1, 1994

will contact the vendors with similar proposals and attempt to negotiate the best offer. All aspects of these negotiations, and the basis for the final selection of proposal(s), will be documented by the Manager, NPD.

F. Selection of any proposal not offering the best revenue/product package in accordance with Sections # A and B above must be justified and approved by the Director, Marketing and the Vice President, Planning and Development.

5. ADMINISTRATION

A. The Director, Marketing, in conjunction with the Legal Department, is responsible for executing the final agreement(s) with the selected proposer(s). The Legal Department will review and approve as to form all agreements, which will be signed by the Director, Marketing or the Vice President, Planning and Development. Copies will go to the Chief Financial Officer, the Director, Corporate Communications and the Manager, Commissary.

B. The Manager, Commissary will receipt and inventory goods provided and inform the Manager, NPD of any deviations in the quality or supply of an initial shipment of goods bartered. Deviations in subsequent shipments of an order will be handled directly by the Manager, Commissary.

C. The Chief Financial Officer is responsible for invoicing vendors and assuring collection of receivables.

D. Any exception to this policy must be approved by the Vice President, Planning and Development and the President.

This procedure sets forth only guidelines and does not constitute a contract, express or implied. Metro-North expressly reserves the right to change or cancel this procedure at its sole discretion at any time.

APPROVED: H. Permut, Vice President, Planning & Development, on 3/16/94

G. Firnhaber, Executive Vice President, on 3/18/94

D. Nelson, President, on 3/18/94