METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY

INVITATION FOR BIDS

B40294

RAIL CAR LIFE EXTENSION PROGRAM

marta

2424 Piedmont Road, NE Atlanta, GA 30324 404-848-5000

September 5, 2017

TO: ALL PROSPECTIVE BIDDERS

SUBJECT: INVITATION FOR BIDS (IFB) NUMBER 840294 RAIL CAR LIFE EXTENSION PROGRAM

You are invited to submit to the Metropolitan Atlanta Rapid Transit Authority ("MARTA" or "Authority") a bid for the above-captioned solicitation. Pre-Bid Conferences and site visits will not be conducted for this procurement.

To be eligible for consideration your bid must be received by the Authority no later than 2:00 p.m. (local time), October 2, 2017. On the following day, bids will be opened by MARTA in the Bid Opening Room located at MARTA Headquarters Building, 2424 Piedmont Road, N.E., Lobby

Floor, Bid Opening Room, Atlanta, Georgia 30324 at 2:00 p.m.1 (local time) on October 3, 2017. The IFB may be examined in the Contract Control Office located in MARTA's Headquarters Building. Bidders may request a copy of the IFB either in person at the address above or by mail addressed to MARTA Contract Control, 2424 Piedmont Road, N.E., Atlanta, Georgia 30324. One copy of the IFB will be required to prepare a Bid. Documents requested by mail will be packaged and sent by First Class U.S. Mail with postage prepaid. Requests for the IFB (whether in person or via mail) must be accompanied by either a company check, credit/debit card purchases or money order drawn in favor of MARTA and in the amount of Fifteen and 00/100 USD ($15.00). Cash, personal checks and other forms of payment will not be accepted by MARTA. Monies paid for bid documents is nonrefundable. For credit/debit card purchases, please contact MARTA's Contract Control Office at (404) 848-5580 or (404) 848-4193.

General information related to the IFB may be reviewed on MARTA's website www.itsmarta.com. On the home page, point to "More"/click Current Opportunities/click on IFB B40294/Download Invitation for Bids/Request for Bids/Log-in (first time Users must register). All questions regarding this IFB should be submitted in writing to MARTA's contact person, Mr. Nicholas Waters, Contract Specialist Ill, Office of Contracts, Procurement and Materials, by U.S. Mail 2424 Piedmont Road, N.E., Atlanta, Georgia 30324-3330 or electronic mail at [email protected]. The deadline for receipt of questions is September 13, 2017 at 5:00 p.m. (local time). Written inquiries received on or prior to 5:00 p.m. (local time) on September 13, 2017 by MARTA will be answered and posted as a Response to Inquiries to this IFB on MARTA's website at www.itsmarta.com.

www.itsmarta.com I METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY MARTA will not respond to any questions received after 5:00 p.m. (local time) on September 13. 2017. If you need additional information, please contact Nicholas Waters, Contract Specialist 111, at 404-848-4119 or via electronic mail at [email protected].

Sincerely,

Lisa DeGrace Chief Contracts Officer

INVITATION FOR BIDS B40294 RAIL CAR LIFE EXTENSION PROGRAM

PART 1: INFORMATION AND INSTRUCTIONS TO BIDDERS 1. General Background Information 2. Equipment, Supplies and/or Services Being Procured 3. Definitions 4. Minimum Qualifications 5. No Offer by MARTA; Firm Offer by Bidder 6. Pre-Bid Conference & Site Visit 7. Additional Documentation 8. Procurement Questions; Prohibited Contacts 9. Bid Deadline 10. Required Submittals 11. Ownership of Bids 12. Bid Evaluation, Award and Multiple Award; Trade Names and Alternatives 13. Submission of Bids 14. Rejection of Bids; Cancellation of IFB; Waiver of Technicalities 15. Georgia Open Records Act 16. Representation 17. Protests 18. Equal Employment Opportunity and Disadvantaged Business Utilization 19. Environmental Purchasing 20. Electronic Solicitation Documents 21. Award of Contract; Execution

PART 2: SUPPLEMENTARY INSTRUCTIONS TO BIDDERS 1. General Contents of Bid 2. Additional Bid Form (Form 3) Instructions/Information

PART 3: SUBMITTAL FORMS 1. Illegal Immigration Reform and Enforcement Act Affidavit (Form 1) 2. Acknowledgement of Addenda (Form 2) 3. Bid Form (Form 3) 4. No Conflict of Interest (Form 4) 5. List of Proposed Subcontractors (Form 5) 6. Bidder’s Qualifications and Business References (Form 6) 7. Client List (Form 7) 8. IFB Forms Checklist (Form 8) 9. Workforce/Labor Hours Plan (Form 9) 10. Payment and Performance Bond Forms (Form 10) 11. Key Differences between cancelled IFB B38192 and IFB B40294 (Form 11) 12. Office of Diversity and Inclusion Requirements (Appendix A)

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PART 4: EQUIPMENT AND SERVICES CONTRACT 1. Equipment and Services Contract 2. Exhibit A: Scope of Work/Scope of Services a. Attachment A: Lighting System Retrofit Scope of Work (Option) b. Attachment B: Materials and Workmanship c. Attachment C: Maintenance Manuals d. Attachment D: OEM Test Procedures e. Attachment E: MARTA Modification Procedures f. Attachment F: MARTA Quality Assurance Conditions g. Attachment G: MARTA Quality Assurance Plan h. Attachment H: MARTA Rail Car Paint Design i. Attachment I: Carbody Structural Inspection Scope of Work j. Attachment J: Delaware Car Company Structural Analysis of CQ310 Cars, February 2002 3. Exhibit B: Special Terms and Conditions 4. Exhibit C: Payment Term 5. Exhibit D: Insurance and Bonding Requirements 6. Exhibit E: No Conflict of Interest 7. Appendix A: Office of Diversity and Inclusion Requirements 8. Appendix B: Illegal Immigration Reform and Enforcement Act Affidavits 9. Appendix C: Contract Schedule

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PART 1: INFORMATION AND INSTRUCTIONS TO BIDDERS

1. General and Background Information: The Metropolitan Atlanta Rapid Transit Authority (“MARTA”) is the ninth largest public transit system in North America, providing bus, rail and paratransit services in the greater metropolitan Atlanta area. MARTA transports over 500,000 people in the city of Atlanta and counties of Clayton, DeKalb and Fulton daily. MARTA has approximately 4,540 employees.

2. Equipment, Supplies and/or Services Being Procured: MARTA is seeking bids from Firms to provide a Rail Car Life Extension Program to the Authority. MARTA’s Office of Contracts, Procurement and Materials will administer the contract (if awarded) pursuant to the terms and conditions contained in that certain form of a Contract attached hereto at Part 4 (“Contract”).

3. Definitions: The following definitions shall apply when used throughout this Invitation to Bids (“IFB”):

Bidder(s): Each Firm or aggregation of Firms (which may include a joint venture partnership, limited liability company or limited liability partnership) submitting a bid in response to this IFB with the intent of performing the services as the prime contractor.

Firm(s): A company or individual that has or will obtain, prior to the execution of any contract awarded hereunder, all necessary licenses required by the State of Georgia to perform the Services and is authorized to do business in the State of Georgia.

4. Minimum Qualifications: To participate in this procurement, Bidder must satisfy the qualifications required by this IFB. Where the Bidder is a partnership, joint venture arrangement, limited liability company, limited liability partnership or other multiple entity organization, the entity that holds a majority ownership interest in the Bidder (i.e., over 50% ownership) must meet the minimum requirements set forth in this IFB. Additionally, prior to execution of the Contract, the successful Bidder will be required to demonstrate that it is duly authorized to conduct business in the State of Georgia.

5. No Offer by MARTA; Firm Offer by Bidder:

a. No Offer by MARTA. This procurement does not constitute an offer by MARTA to enter into an agreement and cannot be accepted by any Bidder to form an agreement. This procurement is only an invitation for offers from interested Bidders and no offer or bid shall bind MARTA.

b. Firm Offer. Bidder’s offer is a firm offer to MARTA for a period of 120 calendar days from the bid opening date and may not be withdrawn during such 120-day time period.

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6. Pre-Bid Conference & Site Visit: Pre-bid conferences and site visits will not be conducted for this procurement.

Each Bidder is responsible for being fully informed regarding all existing and expected conditions and matters that may affect the cost or the performance of the Contract (including, without limitation, local labor, wage scales, means of transportation, laws, codes, regulations, licensing requirements, local tax structure, insurance requirements and all other conditions that may affect the work under the Contract). The successful Bidder, if any, will not be entitled to extra compensation or relieved of any obligation because of any conditions that could be ascertained by examining the Bid documents or any inquiry into local conditions. Bidders are likewise responsible for consulting all standards referred to in the Bid documents. Any failure to fully investigate the requirements of this IFB shall not relieve any Bidder from the responsibility to properly estimate the difficulty or cost of successfully performing the Services being sought under this IFB.

7. Additional Documentation: Each Bidder, if successful, acknowledges and agrees to submit such additional documentation (e.g., insurance/bonds, permits, certifications, etc.) promptly after an award pursuant to any notice provided by MARTA and as required by the terms of this IFB and the Contract.

8. Procurement Questions; Prohibited Contacts: Any questions regarding this procurement must be submitted to MARTA’s contact person, Nicholas Waters, Contract Specialist III via electronic mail [email protected], on or before September 13, 2017 at 5:00 p.m. (local time). Questions submitted after the designated period will not be considered by MARTA. Any response made by MARTA will be provided in writing to all Bidders by posting the same to MARTA’s website at www.itsmarta.com. It is the responsibility of each Bidder to obtain a copy of all responses and/or any addenda issued for this procurement by monitoring MARTA’s website. No Bidder may rely on any verbal response to any question concerning this procurement. All Bidders (and any representative thereof) are strictly prohibited from contacting any MARTA employees (or third-party representatives or consultants of MARTA) on any matter having to do with this procurement. All communications by any Bidder must be made with MARTA’s contact person or any other MARTA employees or representatives designated by the head of MARTA’s Contracts, Procurement and Materials Department.

9. Bid Deadline: To be considered responsive, a Bidder must complete and submit its Bid and all required submittals and attachments in accordance with the instructions contained or referenced in this IFB. All responses to this IFB must be received by MARTA’s Department of Contracts, Procurement and Materials, 2400 Piedmont Road N.E., Atlanta, Georgia 30324-3330, on or before October 2, 2017 at 2:00 p.m. (local time). Any Bid received after this time will not be considered/reviewed and will be rejected and returned. Bids will be opened publicly at MARTA’s Headquarters Building, 2424 Piedmont Road N.E., Atlanta, Georgia 30324-3330 on October 3, 2017 at 2:00 p.m. (local time).

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10. Required Submittals:

a. Form 1: Illegal Immigration Reform and Enforcement Act. Each Bidder must complete and submit a Contractor’s Affidavit with its bid. This IFB is subject to the Illegal Immigration Reform and Enforcement Act of 2011 (“Act”), as amended. Pursuant to the Act, the Bidder must provide with its bid proof of its registration with and continuing and future participation in the E-Verify program established by the United States Department of Homeland Security. Under state law, MARTA cannot consider any bid which does not include a completed Contractor’s Affidavit. It is not the intent of this notice to provide detailed information or legal advice concerning the Act. All Bidders intending to do business with MARTA are responsible for independently apprising themselves of and complying with the requirements of the Act and assessing its effect on MARTA procurements and their participation in those procurements. For additional information on the E-Verify program or to enroll in the program, go to https://e-verify.uscis.gov/enroll.

b. Form 2: Acknowledgement of Addenda. Each Bidder must complete and submit an acknowledgement with its bid that it has received all Addenda issued by MARTA for this IFB. This form is provided and may be used to satisfy this requirement.

c. Form 3: Bid Form. Each Bidder must complete, sign and submit a Bid Form with its bid submission. The Bid Form shall be completed as follows:

(i) Prices. Unit, Lump sum and other prices must be entered in all appropriate spaces provided. Unit prices should be multiplied by the amount or estimated quantity and the product inserted in the ‘Extended Price’ column shown on the Bid Form. The Extended Price(s) should be added to arrive at the Bid Total. In the event of a discrepancy between the unit price bid and the extension, the unit bid price will be deemed intended by the Bidder and the extension shall be adjusted. In the event amounts and the Bid Total, the sum of the extended amounts shall govern.

(ii) Execution. The Bid Form must be signed by an authorized employee or representative of the Bidder.

(iii) Modification. Bidder may not delete, modify or supplement the printed matter on the Bid Form or make any substitutions therefor unless specifically permitted (or directed) on the Bid Form.

d. Form 4: No Conflict of Interest. Each Bidder must furnish with their bid the information called for by the form. If the form is omitted or if the information furnished is incomplete or inadequate, the Authority may require that additional information be submitted after the bid deadline and before an award is made.

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e. Form 5: List of Proposed Subcontractors. Each Bidder is requested to furnish with their bid the information called for by the form. The purpose of this information is to facilitate the evaluation of proposed subcontractors’ technical ability. If the form is omitted or if the information furnished is incomplete or inadequate, the Authority may require that additional information be submitted after the Bid Deadline and before an award is made. Bidders will not, by naming subcontractors in their Bid, be precluded from contracting with other or additional subcontractors in the event of an award, except that Bidders will be required to contract with subcontractors approved in advance by MARTA and deemed by MARTA to be technically and otherwise responsible to perform work under the Contract.

f. Form 6: Bidder’s Qualification and Business References. Each Bidder is requested to furnish with their bid the information called for by the form. If the form is omitted or if the information furnished is incomplete or inadequate, the Authority may require that additional information be submitted after the Bid Deadline and before an award is made. If the Bidder is a joint venture, each joint venture must prepare and submit a separate form. Extra form, if needed, maybe obtained from MARTA by contacting MARTA’s contact person for this IFB.

g. Form 7: Client List. Each Bidder is requested to furnish with their bid the information called for by the form.

h. Form 8: IFB Forms Checklist. Each Bidder is requested to furnish with their bid the information called for by the form.

i. Form 9: Workforce/Labor Hours Plan. Each Bidder must furnish with their bid the information called for by the form.

j. Form 10: Payment and Performance Bond Forms. Each Bidder will be required to furnish payment and performance bonds on the forms attached hereto.

k. Form 11: Key Differences between cancelled IFB B38192 and IFB B40294.

l. Appendix A: Office of Diversity and Inclusion Requirements. MARTA’s Office of Diversity and Inclusion (“ODI”) program(s) applicable to this procurement and any Contract that may be awarded pursuant to this procurement are set forth in Appendix A attached hereto. Each Bidder must furnish the information requested by Appendix A with their bid.

11. Ownership of Bids: Each bid submitted to MARTA will become the property of MARTA, without compensation to a Bidder, for MARTA’s use, in MARTA’s sole discretion.

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12. Bid Evaluation, Award and Multiple Awards; Trade Names and Alternatives:

a. Upon receipt and review of the Bids, MARTA shall determine which Bidders are responsive and responsible. Each responsive and responsible Bid received by MARTA constitutes an offer to perform the Contract upon the terms and conditions contained in the Contract for the prices contained on the Bid Form, which may be accepted by MARTA giving the successful Bidder notice of award during the period set forth in Section 5 herein above.

b. After Bids have been opened and before any award is made, MARTA will evaluate the Bid Form, Bidder and all of the information supplied by Bidder in response to this IFB. To be considered for award, a Bidder must technically and financially and otherwise qualify to perform the Contract as determined by MARTA. As part of a pre-award survey, MARTA may require Bidder to provide technical information about its products. Such information, if required, will be solely for the purpose of determining the Bidder’s qualifications. Additionally, as part of a pre-award survey, MARTA may visit one or more Bidders’ physical plant and other facilities to determine if such Bidder(s) is responsible. In the event of an award, the Technical Provisions of the Contract shall control over any such information submitted and any opinions with respect thereto that may be expressed, and any evaluations thereof that may be made, by personnel of the Authority during the pre-award survey.

c. The Contract will be awarded, if at all, to the responsive and responsible Bidder or Bidders whose bid(s) conform to the terms of the Contract and who are technically, financially and otherwise qualified to satisfactorily perform and meet all other conditions in the Contract. MARTA reserves the right to accept a Bid other than the lowest, if it determines that MARTA’s interests will be best served by doing so, or to reject all Bids or part of Bids received.

d. If only one (1) acceptable bid is received, MARTA will determine whether a price or cost analysis of the Bid is required. If MARTA decides to make a price or cost analysis, the Bidder will provide all information needed and requested by MARTA to do so, and shall otherwise cooperate as necessary for the purpose.

e. MARTA does not anticipate (but is not obligated to) awarding more than one Contract. By submitting a response to this IFB, Bidders acknowledges and agrees that the information provided herein is provided for information purposes only and MARTA is not obligated to award a Contract to any entity.

f. Trade names and Alternatives. Equipment, supplies, goods, or materials may be described or specified, either in the Technical Specifications or on the Bid Form, by trade names or the name of manufacturers and their catalogue information, or may be similarly listed as being known to be acceptable to MARTA. In such cases, the

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Bidder shall state in its bid the trade name, the manufacturer and the model number or other catalogue information, or other description of the equipment, supplies, goods, or materials that he will, if awarded the Contract, supply or use. The product so designated in the Bid may be one of those named in the specifications. Alternatively, unless the contrary is expressly specified, but subject to MARTA’s approval as hereinafter provided, the bidder may designate an alternative that is at least equal in quality and has the characteristics required for the purpose intended. The Bidder shall be required to show that any such alternative it proposes is in fact equal with respect to quality, reliability, suitability, safety, and ease of use, and shall provide MARTA with all information reasonably needed to do so. If a classification, rating, or other certification by an independent testing laboratory is a part of the specifications, the Bidder shall provide reports or certifications by such agency, or by an equivalent independent testing laboratory, showing that any proposed alternative complies. Bidders who propose alternatives should submit appropriate information with their Bids, but may explain, clarify, or supplement such information if necessary. MARTA shall be the sole judge of the acceptability of proposed alternatives. The Bidder, if awarded the Contract, will be required to supply or to use the equipment, supplies, goods, or materials named in its Bid, whether that specified or described in the Bid Documents, or an alternative approved by MARTA. If no equipment, supplies, goods, or materials are named in the Bid, Bidder acknowledges and agrees that it will supply those specified or described in the Bid documents.

13. Submission of Bids:

a. Bids must be submitted according to the requirements of this IFB. All blank spaces must be typed or legibly hand written in blue or black ink. All dollar amounts must be typed or hand written in BOTH in word and numeric form (e.g., One Dollar and No Cents ($1.00)). Bidders are advised that the written figures will prevail over the numerical figures in the event of a discrepancy between the two in any Bid document. For example, only if a final bid of “One Dollar and No Cents ($2.00)” is received, then the written figure of One Dollar and No Cents is the amount of the final bid. All corrections to any entry must be lined out and initialed by the Bidder prior to Bid submission. Do not use correction tape or fluid.

b. Bids shall be signed by hand by a principal of the Bidder with MARTA to bind the Bidder and enter into an agreement with MARTA. Joint ventures or partnerships must designate one joint venture member/partner to represent the joint venture or partnership, respectively, with MARTA to submit and execute a Bid, bind the entity as well as enter into an agreement with MARTA. Each Bidder is responsible for the preparation of its Bid and for the costs associated therewith.

c. Each Bidder must submit a complete bid in accordance with the requirements of this IFB. The format for the submission of a bid mandated by this IFB is not negotiable. The name and number of the project is: IFB B40294: Rail Car Life Extension Program.

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Bids must be submitted in sealed envelope(s) or package(s) and the outside of the envelope(s) or package(s) must clearly identify the name of the solicitation, Bid Number, Bidder’s Name and address, and Bidder’s Federal Work Authorization User Identification Number. All bids must be submitted to:

Metropolitan Atlanta Rapid Transit Authority Office of Contracts, Procurement and Materials 2400 Piedmont Road, N.E. Atlanta, Georgia 30324-3330 Attn: Contract Control (IFB B40294) (See Map at the end of Part 1)

d. Bids must be submitted to the above address between the hours of 9:00 a.m. and 2:00 p.m. (local time) Monday through Friday. Bids will not be accepted on the following days: New Year’s Day, Martin Luther King, Jr’s birthday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day and Christmas Day. Any Bid received after the bid deadline will not be considered and will be rejected and returned.

e. Bidders should arrive well in advance of the deadline set forth herein because all packages/deliveries to MARTA are scanned prior to acceptance thereof. Bidders should allocate adequate time to have their package scanned so the same is received by MARTA prior to the deadline set forth herein.

f. A Bidder shall submit one (1) original complete bid (which must include the Bid Form) marked “Original”, one (1) hardcopy (i.e., paper) format and ten (10) USB drives [a.k.a., jump or flash drives] copies of its Bid.

g. Each Bidder shall promptly notify MARTA in writing, prior to the Bid Deadline, should the Bidder find discrepancies, errors, ambiguities or omissions in any of Bidder’s bid documents or should the intent or meaning set forth in Bidder’s bid documents appear unclear or ambiguous.

h. Each Bidder shall promptly notify MARTA in writing should the Bidder find discrepancies, errors, ambiguities or omissions in any of the IFB documents prior to the end of the question/comment period set forth herein. MARTA will reply to such notices, if necessary, by issuing an addendum to the IFB. It is the responsibility of each Bidder to obtain a copy of any addendum issued for this IFB by monitoring MARTA’s website at www.itsmarta.com.

14. Rejection of Bids; Cancellation of IFB; Waiver of Technicalities: MARTA reserves the right to reject any bid or all bids or to waive any technical defect in a bid before or after the Bid Deadline. MARTA also reserves the right to (a) reject any bid that contains prices that appear to be unbalanced if MARTA determines, in its sole discretion, that such rejection is

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in MARTA’s best interests and (b) cancel this IFB at any time for any reason or no reason. Additionally, MARTA may, by addendum, modify any provision or part of this IFB at any time prior to the Bid Deadline. The Bidder shall not rely on oral clarifications to the IFB unless they are confirmed, in an issued addendum. MARTA also reserves the right to award based upon a Bidder’s original submission without discussion.

15. Georgia Open Records Act: Information provided to MARTA is subject to disclosure under the Georgia Open Records Act (“GORA”). Pursuant to O.C.G.A. § 50-18-72(a)(34), “[a]n entity submitting records containing trade secrets that wishes to keep such records confidential under this paragraph shall submit and attach to the records an affidavit affirmatively declaring that specific information in the records constitute trade secrets pursuant to Article 27 of Chapter 1 of Title 10 [O.C.G.A. § 10-1-760 et seq.].”

16. Representation: By submitting a bid in response to this IFB, Bidder acknowledges and represents that: (a) the accompanying bid is made by a person or business entity that is neither a high cost lender nor a predatory lender, nor is the Bidder an affiliate of a high cost lender or a predatory lender, as defined by the Official Code of Georgia Annotated (“Code”) Section 58-102; (b) it has read all of the IFB documents (including, without limitation, the Contract) and acknowledges that, if successful, Bidder shall be bound by the requirements stated therein; (c) the signatory to the bid is the Bidder (or Bidder’s duly authorized agent or employee of the Bidder with MARTA to bind Bidder hereto); (d) any information or disclosure provided in response to this IFB are fully restated herein and remain truthful and accurate representations up to and including the date Bidder submits its bid to MARTA; (e) MARTA will not agree to make any substantive revisions to the Contract; (f) it will be bound by MARTA’s Code of Ethics available at the following address:

http://www.itsmarta.com/uploadedFiles/More/Procurement/Code-of-Ethics-Final- 2013.pdf

as the same may be amended from time to time in MARTA’s sole discretion; and (g) it agrees that it will voluntarily notify MARTA immediately if any information or disclosure provided to MARTA during any part of this procurement process changes, is no longer accurate or would be misleading in any way.

By submitting a bid in response to this IFB, Bidder is representing and warranting to MARTA that none of the following, during the term of the Contract or for one (1) year thereafter, have or will have any interest, direct or indirect, in the Contract or in any part of the proceeds, therefor: (a) members of the MARTA Board of Directors; (b) officers or employees or former employees of MARTA, or of any representative of MARTA in the administration of this Contract, pursuant to MARTA’s Code of Ethics. This Section also applies to members of or delegates to the United States Congress or the Georgia legislature; and members of the governing body, and all other officers and employees, of the City of Atlanta or the counties of Clayton, DeKalb or Fulton.

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17. Protests: Any protest or objection to this IFB or the solicitation process related to this IFB must be submitted, in a timely manner, in accordance with the Protest Procedures set forth on MARTA’s website at the following address:

http://www.itsmarta.com/uploadedFiles/More/Procurement/16-Nov-Bid%20Protest- 10.3.59%203-25-2010.pdf

18. Equal Employment Opportunity and Disadvantaged Business Utilization: All Bidders are (a) strongly encouraged to consider the use of Disadvantaged Business Enterprises (“DBE(s)”) in all aspects of the Contract that will be awarded pursuant to this solicitation process and (b) will be required to document their good faith efforts in this regard as an integral part of their Bid. Refer to the Equal Employment Opportunity and Disadvantaged Business Enterprise Requirements. A current listing of DBE’s certified with the Georgia Unified Certification Program DBE Directory, as the same may change from time to time, is located at the following address:

http://www.dot.ga.gov/PS/Business/DBE

MARTA has assigned a 10% goal for Disadvantaged Business Enterprise (DBE) participation in this project, the Bidder agrees and warrants that Bidder:

a. Not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, or national origin; (b) comply with all the provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations and other relevant orders of the US Secretary of Labor, and Bidder will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by Title VI of the Civil Rights Act of 1964, as well as, the Age Discrimination in Employment Act effective June 12, 1968, and will permit access to books, records and accounts by MARTA, the Secretary of Labor and/or the Secretary of Transportation, for purposes of investigation to ascertain Bidder’s compliance with such rules, regulations, and orders; (c) take affirmative action to assure that Disadvantaged Business Enterprises are strongly pursued for participation on this contract and will document their best efforts to ascertain DBE participation in different aspects of the project as an integral part of their submitted Bid. The breach of any of the foregoing agreements and warranties shall be a material breach of this contract, for which MARTA, in addition to all other remedies, shall have the right to cancel the contract; and (d) provide MARTA with a written copy of its equal opportunity policy statement if less than fifty (50) employees and a copy of current written affirmative action plan if fifty (50) or more employees, which will be accomplished prior to Contract award.

19. Environmental Purchasing: MARTA desires to use Environmentally Preferable Purchasing (EPP) criteria when making purchases for commodities and services. Environmentally Preferable Purchasing refers to securing products that have a lesser or reduced effect on human health and the environment when compared with competing products that serve

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the same purpose. These products minimize the consumption of resources, energy and water; prevent the creation of solid waste, air pollution or water pollution; minimize the use of materials or processes which compromise the environment; and/or promote the use of non-toxic substances and avoid toxic materials or processes.

a. Twelve basic categories are used to provide guidance as to what constitutes an environmentally preferable product. These categories include:

(i) Alternative Energy Source

(ii) Bio-Based

(iii) Biodegradable

(iv) Compostable

(v) High Recycled Content

(vi) Low Toxicity

(vii) Low Volatile Organic Compound (VOC)

(viii) Pollution (air, water, solid waste) Reduction

(ix) Recyclable

(x) Repairable

(xi) Resource Efficient (water conserving and/or energy efficient)

(xii) Reusable

b. In an effort to promote greater use of recycled and environmentally preferable products and minimize waste, all Bids submitted should comply with the following guidelines:

(i) All copies should be printed double-sided.

(ii) All submittals and copies should be printed on recycled paper with a minimum post-consumer content of 30% or on tree-free paper (i.e., paper made from raw materials other than trees, such as kenaf). All Bids should note the level of recycled content contained in the paper being used.

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(iii) Unless absolutely necessary, all Bids and copies should minimize or eliminate the use of non-recyclable or non-reusable materials, such as plastic report covers, plastic dividers, vinyl sleeves and GBC binding. Three-ringed binders, glued materials, paper clips and staples are acceptable.

(iv) Bidders should submit materials in a format that allows for easy removal and recycling of paper materials.

(v) Bidders are encouraged to use other products that contain recycled content in their Bid documents. Such products may include, but are not limited to, folders, binders, paper clips, discs, envelopes, boxes, etc. Where appropriate, Bidders may wish to note which products in their Bids are made with recycled materials.

(vi) Unnecessary samples, attachments or documents not specifically asked for should not be submitted with the Bids.

20. Electronic Solicitation Documents: This IFB is being made available to all Bidders by electronic means. By responding to this IFB, Bidder acknowledges and accepts full responsibility to ensure that it is responding to the correct form of IFB, including any addenda issued by MARTA’s Office of Contracts, Procurement and Materials. Bidder acknowledges and agrees that in the event of a conflict between the IFB in the Bidder’s possession and the version maintained by MARTA’s Department of Contracts, Procurement and Materials, the version maintained by MARTA’s Department of Contracts, Procurement and Materials shall govern. The IFB document is available at www.itsmarta.com. A CD of the Bid Document may be purchased for a sum of $15.00 at MARTA’s Contract Control Office, 2424 Piedmont Road, N.E. Atlanta, Georgia, Monday through Friday, 8:30 a.m. to 4:30 p.m. the CD may be requested from MARTA either in person at the address above or by mail addressed to MARTA’s Contract Control Office, 2424 Piedmont Road, N.E. Atlanta, Georgia 30324-3330. The Bid documents will be necessary to prepare a bid. Payments may be in the form of credit/debit card, money order or company check made payable to MARTA. Personal checks will not be accepted as payment. For credit/debit card purchases, please contact Contract Control at (404) 848-5580. All payments are non-refundable.

21. Award of Contract; Execution: If MARTA awards a Contract pursuant to this procurement, MARTA will prepare and forward to the successful Bidder a Contract for execution substantially in the form included in solicitation document.

Page 15 IFB B40294: Rail Car Life Extension Program

The address for receiving all deliveries to MARTA Headquarters Complex (HQ - 2424 Piedmont Rd NE and HQ Annex - 2400 Piedmont Rd NE) is:

MARTA HQ Annex Directions from MARTA HQ to MARTA Receiving at the HQ Annex (see map below): 2400 PIEDMONT RD NE East on Morosgo Drive to Piedmont Rd. NE

ATLANTA GA 30324 South on Piedmont Rd to Garson Dr. NE 404-848-5081 Annex Mail Center West on Garson Dr. NE to third driveway on the right 404-848-4773 Mail Services Supervisor

RECEIVING HOURS: MARTA HQ Monday – Friday 9:00 am – 2:00 pm

Closed: New Year’s Day/Martin Luther King, Jr Holiday/Memorial Day/Independence Day/Labor Day/Thanksgiving Day/Friday Following//Thanksgiving Day/Christmas Day

Driving Directions from I-75 S

From I-75 S,

Use the left 3 lanes to take exit 251 to merge onto I-85 N, follow signs for I-85 N

Take the Buford Hwy N exit MARTA HQ RECEIVING Merge onto GA-13 N

Take the GA-237 N/Piedmont Rd NE exit

Turn right onto Piedmont Rd NE

Turn left onto Garson Dr. NE (turn into third driveway on right)

OVER FOR DRIVING DIRECTIONS FROM I-75 N/I-85 N, I-85 S AND GA - 400

&

DIRECTIONS TO THE HQ ANNEX MAIL CENTER LOADING DOCK

Page 16 IFB B40294: Rail Car Life Extension Program

MARTA HEADQUARTERS COMPLEX RECEIVING

Driving Directions from I-75/I-85 N Driving Directions from I-85 S Driving Directions from GA-400 S

From the I-75 N/I-85 N Connector From I-85 southbound, From GA-400 southbound, northbound, Take exit 88 for Lenox Rd toward GA-400 Take exit 18 for Sidney Marcus Blvd Keep left at fork to stay on I-85 N, N/Cheshire Br Rd follow signs for I-85 N Turn left onto GA-237 S/Piedmont Rd Turn left onto Cheshire Bridge Rd NE NE Take the Buford Hwy N exit Turn right onto GA-236 W/Lavista Rd Turn right onto Garson Dr NE (turn Merge onto GA-13 N NE/Lindbergh Dr NE into third driveway on right)

Take the GA-237 N/Piedmont Rd NE exit Turn left onto GA-237S/Piedmont Rd NE

Turn right onto Piedmont Rd NE Turn right onto Garson Dr NE (turn into

third driveway on right) Turn left onto Garson Dr. NE (turn into third driveway on right)

Directions to the HQ Annex Mail Center Loading Dock

Enter the driveway (note signage on fence for MARTA HQ Annex, MARTA Police) and proceed to the gate and intercom. Press the intercom button and provide the Protective Specialist:

 Your Name  Your Company Name  Purpose for Your Visit

From the gate, proceed to the first stop sign and turn left to the HQ Annex Mail Center and loading dock. The pedestrian entrance and doorbell are to the left of the loading dock.

PEDESTRIAN ENTRANCE & DOORBELL LOADING DOCK & LIFT

INTERCOM

Page 17 IFB B40294: Rail Car Life Extension Program

PART 2: SUPPLEMENTARY INSTRUCTIONS TO BIDDERS

The following supplementary instructions to Bidders for IFB B40294 Rail Car Life Extension Program adds to, modifies and/or amends the instructions set forth elsewhere in this solicitation document. In the event of a conflict between the instructions contained in this Part 2 and the balance of the IFB, the terms and conditions set forth in this Part 2 shall control.

1. General Contents of Bids: A Bidder must submit a complete Bid in response to this IFB in the format specified in this IFB.

(a) Title Page: The title page should show the IFB number and title, the Bidder’s name, address and telephone and fax numbers of the contact person(s) for Bidder and the date of Bidder’s Bid.

(b) Table of Contents: The table of contents should outline and index the contents of the Bid and correspond to the requirements of this IFB.

(c) Executive Summary: Each Bidder is required to provide an overview of the Bidder’s qualifications to provide the services being procured through this IFB and a description of the proposed solution. At a minimum, the Executive Summary must contain the following information:

(i) Bidder’s understanding of the work to be performed, its commitment to perform the work, and a statement of the reason(s) why the Bidder believes it is the best qualified individual or entity to perform the work; and

(ii) A summary description of the corporate entity bidding for this work. Describe the ownership, services provided, geographic location(s), manufacturing/overhaul facilities, personnel and any other high-level information that may be relevant to its Bid.

(d) Response to all Requirements: The Bidder’s response to all requirements must include, but is not limited to, each of the following information:

(i) Narrative: Bidders shall provide a description of their technical, managerial, financial, operational, manufacturing, administrative and logistical resources and experience that meets the Authority’s requirements set forth in the IFB;

(ii) Direct Experience: Bidder must have at least five years of relevant experience in the repair and overhaul of transit rail cars in North America. Bidders should provide evidence of North American experience overhauling at least fifty (50) passenger rail transit rolling stock similar to MARTA’s fleet;

Page 18 IFB B40294: Rail Car Life Extension Program

(iii) Testing and Commission Experience: Bidder must have directly relevant experience in testing and commissioning of transit rail cars after such cars have undergone a scope of work similar to what is contained in this Invitation for Bids. The testing experience shall include pre-delivery testing, and post-delivery testing at a transit agency site, and include related transit rail car commissioning work to prepare the cars for acceptance by the transit agency.

(iv) Schedule Information: To demonstrate the Bidder’s understanding of the Authority’s schedule and delivery requirements, provide a narrative and schedule describing how the Bidder will execute the work scope. The Bidder shall utilize the items listed on the Bid Form for the work breakdown structure of schedule activities and include contract submittals, production and delivery requirements contained in Section 5 of Exhibit B of the Contract. At a minimum, this initial plan and schedule submittal shall identify and address the following:

a. Detailed work plan from Contract inception to completion of the first rail car;

b. Married Pair (car) float;

c. Transit time;

d. CQ310 truck fatigue testing;

e. Engineering and document submittals;

f. Material needs and work processes;

g. Production rate and delivery; and

h. Authority testing and acceptance.

(v) Workforce Plan: Provide a workforce utilization plan that details the labor hours including, a listing of staff hours by craft that will be utilized to perform the work. It is not necessary to furnish off-car parts rebuilding work in the hours listing. Bidders shall submit Form 9 to evidence satisfaction of this requirement;

(vi) Quality Control Plan: Provide an example of a quality control plan from a previous rail car overhaul contract that is similar to the one that the Contractor will prepare for this contract.

(e) Organizational Structure and Key Personnel: The Bidder shall provide (a) an organizational chart of the Bidder's corporate management structure, (b) an organizational chart of Bidder’s project management structure for this project and (c)

Page 19 IFB B40294: Rail Car Life Extension Program

corresponding resumes for each of the individuals listed on the organizational chart of Bidder’s project management structure provided. The organizational structure should clearly identify the Bidder's management team that will be assigned to the project.

(i) Legal form of the Bidder and the state in which it is domiciled. In the case where the Bidder is a partnership, joint venture or affiliation of two or more firms, please provide information for all participants and the nature of the relationship, which should include organizational documents and a brief description of the rights and obligations of the parties.

(ii) Resumes must include at least the following information:

a. Name and Title; b. Professional Background; c. Education; and d. Current and Past Employment.

(iii) The Bidder should include the name, address, telephone and fax number for the contact person authorized to communicate and negotiate on behalf of the Bidder.

(iv) List any outstanding disputes or business relationships between the Bidder and the following entities, if any:

a. MARTA; b. The United States Department of Transportation; c. Federal Transit Administration; d. Georgia Department of Transportation; e. City of Atlanta; f. County of Clayton; g. County of Cobb; h. County of DeKalb; i. County of Fulton; and/or j. County of Gwinnett.

Describe any other outstanding disputes involving the Bidder that may affect either Contract, which MARTA should be made aware.

(f) References and Client List: Bidders are requested to furnish with their bid the following:

(i) At least three (3) written reference letters/statements from Bidder’s clients (including, without limitation, the name of client, name of project, and contact

Page 20 IFB B40294: Rail Car Life Extension Program

information) for client’s serviced within the last five (5) years regarding the repair and overhaul of transit rail cars similar to the services being procured by this IFB;

(ii) A list of rail car overhaul contracts in the past five (5) years, including client, rail car type, quantity, period of performance, Total Contract Value, and a brief narrative of the overhaul project scope.

NOTE: By submitting a response to this IFB, Bidder acknowledges and agrees that MARTA may directly contact any of Bidder’s references or clients provided.

(g) Experience and Qualifications: To allow MARTA to fully understand the capabilities of Bidder, the Bidder is requested to furnish with their bid the information requested below for Bidder and if Bidder is a partnership or joint venture, then each member of Bidder shall provide the following information. Please provide the information stated below for each member of the Bidder’s team. Use additional sheets, if necessary.

(i) Bidder should have adequate facilities to perform the work per the Contract. The Bidder must provide a description of the facilities/location(s) where the work under the Contract will be completed. Bidders should highlight, at a minimum, each of the following:

a. The workshop equipment and tools Bidder has on hand required to perform the work;

b. The capacity of Bidder’s facilities (and labor) to complete the Contract in accordance with the Contract Schedule;

c. Provide information on total office and plant space, specific space planned for the overhaul, outside rail car storage capacity, materials storage, major shop equipment and tools for performing the work. Provide a layout of the overall facility and an expanded view of the location(s) where the majority of the overhaul work will be performed.

NOTE: If the Bidder is a partnership, joint venture or newly formed entity (e.g., limited liability company or corporation), the minimum requirements set forth throughout the IFB must be satisfied by the entity or individual(s) that own and control a majority equity interest (i.e., over 50% ownership) of the partnership, joint venture or newly formed entity.

(h) Financial Information: Bidders must provide the following financial information:

(i) Audited financial statements for the past three (3) years (i.e., 2015, 2014, and 2013). If Bidder’s current year’s audited financial statements are not yet

Page 21 IFB B40294: Rail Car Life Extension Program

complete, Bidder may provide either (a) audited financial statements for 2014, 2013 and 2012 or (b) 2015, 2014 and unaudited summary statements for the current year. The statements must include each of the following at a minimum:

a. Balance sheet;

b. Income statement; and

c. Statement of change in financial position, if any.

(ii) Terms and conditions of any significant contingent liabilities, such as guaranteed loans or other obligations which could affect the ability of Bidder to obtain financing for this project.

(iii) ANY FINANCIAL STATEMENTS THAT PROPONENT DEEMS TO BE CONFIDENTIAL SHOULD BE MARKED AS PROPRIETARY. FAILURE TO PROVIDE THIS INFORMATION WILL RESULT IN PROPONENT BEING DEEMED NON- RESPONSIVE.

NOTE: If the Bidder is a partnership, joint venture or newly formed entity (e.g., limited liability company or corporation), the minimum requirements set forth throughout the IFB must be satisfied by the entity or individual(s) that own and control a majority equity interest (i.e., over 50%) of the partnership, joint venture or newly formed entity.

2. Additional Bid Form (Form 3) Instructions/Information: The Bidder shall complete the Bid Form with fixed unit price amounts for each line item. The unit prices quoted on the Bid Form shall remain firm during the entire Contract period. The Bidder should consider all costs of transporting the rail cars to its facility for modification and returning them to the Authority as well as costs associated with crating, packing, tying, banding and otherwise protecting the vehicles during shipment. Such costs should be included in the fixed unit price and no separate shipping costs should be included on the Bid Form in response to this IFB.

NOTE: Form 3 is being provided in an electronic fillable format as an attachment to this IFB. All other IFB submittal forms are not provided in electronic format. Form 3 will be available for download on MARTA’s website.

Page 22 IFB B40294: Rail Car Life Extension Program

PART 3: SUBMITTAL FORMS

1. Illegal Immigration Reform and Enforcement Act Affidavit (Form 1) 2. Acknowledgement of Addenda (Form 2) 3. Bid Form (Form 3) 4. No Conflict of Interest (Form 4) 5. List of Proposed Subcontractors (Form 5) 6. Bidder’s Qualification and Business References (Form 6) 7. Client List (Form 7) 8. IFB Forms Checklist (Form 8) 9. Workforce/Labor Hours Plan (Form 9) 10. Payment and Performance Bond Forms (Form 10) 11. Key Differences between cancelled IFB B38192 and IFB B40294 (Form 11) 12. Office of Diversity and Inclusion Requirements Submittals (Appendix A)

Page 23 IFB B40294: Rail Car Life Extension Program

FORM 1 ILLEGAL IMMIGRATION REFORM AND ENFORCEMENT ACT FORMS

All Bidders must comply with the Illegal Immigration Reform and Enforcement Act of 2011, O.G.G.A § 13-10-90, et seq. (“Act”). Bidders must familiarize themselves with ACT and are solely responsible for ensuring their compliance therewith. Bidders may not rely on these instructions for that purpose. These instructions are offered only as a convenience to assist Bidders in complying with the requirements of MARTA’s procurement process and the terms of this IFB.

1. The attached Contractor Affidavit must be filled out COMPLETELY and submitted with the response to the solicitation prior to the solicitation’s due date.

2. The Contractor Affidavit must contain an active Federal Work Authorization Program (E- Verify) User ID Number and Date of Registration.

3. Where the business structure of a Bidder is such that Bidder is required to obtain an Employer Identification Number (EIN) from the Internal Revenue Service, Bidder must complete the Contractor Affidavit on behalf of, and provide a Federal Work Authorization User ID Number issued to, the Bidder itself (see Example 1 below). Where the business structure of a Bidder does not require it to obtain an EIN, each entity comprising Bidder must submit a separate Contractor Affidavit (see Example 2 below).

Example 1: ABC, Inc. and XYZ, Inc. form and submit a bid/bid as TransitService, LLC. TransitService, LLC must enroll in the E-verify program and submit a single Contractor Affidavit in the name of TransitService, LLC which includes the Federal Work Authorization User ID Number issued to TransitService, LLC.

Example 2: ABC, Inc. and XYZ, Inc. execute a joint venture agreement and submit a bid/bid under the name TransitService, JV. If, based on the nature of the JV agreement, TransitService, JV is not required to obtain an Employer Identification Number from the IRS. The bid/bid submitted by TransitService, JV must include both a Contractor Affidavit for ABC, Inc. and a Contractor Affidavit for XYZ, Inc.

4. All Contractor Affidavits must be executed by an authorized representative of the entity named in the Affidavit. All Contractor Affidavits must be notarized.

5. Subcontractor and sub-subcontractor affidavits are not required at the time of bid/bid submission, but will be required at or prior to Contract execution or in accordance with the timelines set forth in ACT.

Page 24 IFB B40294: Rail Car Life Extension Program

FORM 1a CONTRACTOR AFFIDAVIT O.C.G.A. § 13-10-91(b)(1)

By executing this Contractor Affidavit, the undersigned contractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services on behalf of MARTA has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned contractor will continue to use the federal work authorization program throughout the contract period and the undersigned contractor will contract for physical performance of services in satisfaction of such contract only with subcontractors who present an affidavit to the contractor with the information required by O.C.G.A. § 13-10-91(b). Contractor hereby attests that its federal work authorization user identification number and date of authorization are as follows:

______Federal Work Authorization User Identification Number Date of Authorization

Name of Contractor: ______

Name of Project: ______

Name of Public Employer: Metropolitan Atlanta Rapid Transit Authority

I hereby declare under penalty of perjury that the forgoing is true and correct.

Executed on ______, ____, 20__ in ______(city), ______(state)

______Signature of Authorized Officer or Agent

______Printed name and Title of Authorized Officer or Agent

SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ___, DAY OF ______, 201______

______NOTARY PUBLIC

My Commission Expires: ______

Page 25 IFB B40294: Rail Car Life Extension Program

FORM 1b SUBCONTRACTOR AFFIDAVIT O.C.G.A. § 13-10-91(b)(3)

By executing this Subcontractor Affidavit, the undersigned subcontractor verifies its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract with ______(name of contractor) on behalf of MARTA has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization program throughout the contract period and the undersigned subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the subcontractor with the information required by O.C.G.A. § 13-10-91(b). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub- subcontractor to the contractor within five business days of receipt. If the undersigned subcontractor receives notice of receipt of an affidavit from any sub-subcontractor that has contracted with a sub-subcontractor to forward, within five business days of receipt, a copy of such notice to the contractor. Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows:

______Federal Work Authorization User Identification Number Date of Authorization

Name of Subcontractor: ______

Name of Project: ______

Name of Public Employer: Metropolitan Atlanta Rapid Transit Authority

I hereby declare under penalty of perjury that the forgoing is true and correct.

Executed on ______, ____, 20__ in ______(city), ______(state)

______Signature of Authorized Officer or Agent

______Printed name and Title of Authorized Officer or Agent

SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ___, DAY OF ______, 201______

______NOTARY PUBLIC

My Commission Expires: ______

Page 26 IFB B40294: Rail Car Life Extension Program

FORM 1c SUB-SUBCONTRACTOR AFFIDAVIT O.C.G.A. § 13-10-91(b)(4)

By executing this affidavit, the undersigned sub-subcontractor verifies its compliance with O.C.G.A. §13-10-91, stating affirmatively that the individual, firm or corporation which is engaged in the physical performance of services under a contract for ______(name of subcontractor or sub-subcontractor with whom such sub-subcontractor has privity of contract) and ______(name of contractor) on behalf of MARTA has registered with, is authorized to use and uses the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A.§13-10-91. Furthermore, the undersigned sub- subcontractor will continue to use the federal work authorization program throughout the contract period and the undersigned sub-subcontractor will contract for the physical performance of services in satisfaction of such contract only with sub-subcontractors who present an affidavit to the sub-subcontractor with the information required by O.C.G.A. §13-10- 91(b). The undersigned sub-subcontractor shall submit, at the time of such contract, this affidavit to ______(name of subcontractor or sub- subcontractor with whom such sub-subcontractor has privity of contract). Additionally, the undersigned sub-subcontractor will forward notice of the receipt of any affidavit from a sub- subcontractor to ______(name of subcontractor or sub-subcontractor with whom such sub-subcontractor has privity of contract). Sub- subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows:

______Federal Work Authorization User Identification Number Date of Authorization

Name of Sub-Subcontractor: ______

Name of Project: ______

Name of Public Employer: Metropolitan Atlanta Rapid Transit Authority

I hereby declare under penalty of perjury that the forgoing is true and correct.

Executed on ______, ____, 20__ in ______(city), ______(state)

______Signature of Authorized Officer or Agent

______Printed name and Title of Authorized Officer or Agent

SUBSCRIBED AND SWORN BEFORE ME ON THIS THE ___, DAY OF ______, 201______

______NOTARY PUBLIC My Commission Expires: ______

Page 27 IFB B40294: Rail Car Life Extension Program

FORM 2 ACKNOWLEDGMENT OF ADDENDA

Each Bidder must complete and submit an acknowledgement with its bid that it has received all Addenda issued by MARTA for this solicitation. If none were issued check the box next to the word “NONE” below. This form has been included and may be used to satisfy this requirement. This is to acknowledge receipt of the following Addenda for Invitation for Bids Number B40294: Rail Car Life Extension Program.

NONE [ ]

1. ______; 2. ______; 3. ______; 4. ______; 5. ______; 6. ______; 7. ______; 8. ______; 9. ______; 10. ______; and 11. ______.

Date: ______, 20_____ Date: ______, 20_____

Corporate Bidder or Bidder: Non-Corporate Bidder or Bidder: [Insert [Insert Corporate Name] Bidder Name]

By: By:

Print Name: Print Name:

Title: Title:

Corporate Secretary/Assistant Notary Public (Seal) Secretary (Seal) My Commission Expires:

Page 28 IFB B40294: Rail Car Life Extension Program

FORM 3 BID FORM

On and as of ______, 2017, the undersigned, having examined carefully and become familiar with the (a) accompanying Invitation for Bids Number B40294: Rail Car Life Extension Program (“IFB”); (b) any addenda to the IFB; and (c) the Contract (as defined in the IFB) being solicited by the Metropolitan Atlanta Rapid Transit Authority (“MARTA”), hereby submits this bid to MARTA in response to IFB No. B40294.

IMPORTANT BIDDER NOTES: i. The Bid Form Summary sheets attached to this Bid Form are incorporated herein by this reference. ii. An electronic fillable copy of the Bid Form is available for download on MARTA’s website. iii. For additional information and instructions in completing Form 3, Bidders should refer to IFB, Part 2, Section 2 – Additional Bid (Form 3) Instructions/Information. iv. Upon contract award this Form 3, shall from a part of the Contract as an attachment to Exhibit C thereof. v. This Bid is a firm offer irrevocable for one hundred twenty (120) days after Bids have been opened. vi. Bidders are advised that pursuant to the Contract they are able to retain and sell any parts removed from the married pair of rail cars, which will not be reinstalled. vii. Bidders are advised that MARTA is not required to order work on more than seventy-five (75) married pairs of rail cars. See Section 2 of the Contract.

Corporate Bidder: Non-Corporate Bidder: [Insert Corporate Name] [Insert Bidder Name]

By: By:

Print Name: ______Print Name: ______

Title: Title:

Corporate Secretary/Assistant Notary Public (Seal) Secretary (Seal) My Commission Expires:

Page 29 IFB B40294: Rail Car Life Extension Program

FORM 3 (cont.) BID FORM INSTRUCTIONS

Bid Form (Form 3) Instructions/Information: (Reference PART 2: Supplementary Instructions to Bidders)

The following instructions are provided to assist Bidders with proper completion of Form 3 - Bid Form. The Form 3 - Bid Form completion steps include:

(i) Bidder enters unit prices on CQ311 Base Bid Form 2.0 for line items 2.0.1 through 2.0.13 (ii) Bidder enters unit prices on Option 1 - CQ310 Bid Form 5.0 for line items 5.0.1 through 5.0.13. (iii) Bidder enters unit prices on Option 2 - CQ310 Bid Form 5.1 for line items 5.1.1 through 5.1.13. (iv) Bidder enters unit prices on Option 3 - CQ310 Bid Form 3.2 for line items 5.2.1 through 5.2.13. (v) Bidder enters unit prices on Carbody Repairs Price Form 4.0 (vii) Bidder enters unit price on Bid Form Summary for line item 6.0 - Base 311 Cars LED Lighting Upgrade Option (ix) Bidder enters unit prices on Bid Form Summary for line items 7.1, 7.2, and 7.3 for 310 LED Lighting Upgrade for Options 1, 2 and 3, respectively. (x) Bidder enters price on Bid Form Summary for line item 8.1 - CQ311 Carbody Inspection (xi) Bidder enters price on Bid Form Summary for line item 8.2 - CQ310 Carbody Inspection (xii) Bidder enters price on Bid Form Summary for line item 9.0 - CQ310 Truck Fatigue Test (xiii) Explanation of Bid Form calculations are as follows: a. Bid Form Summary Line item 1.0 (Mobilization) will automatically calculate at 20% of the Base CQ311 Total Price on Bid Form 2.0. b. Bid Form Summary Line item 2.0.1 (CQ311 Transport and Production) will automatically calculate at 55% of the Base CQ311 Married Pair Unit Price Total calculated on Bid Form 2.0. c. Bid Form Summary Line item 2.0.2 (CQ311 On-Site Testing and Acceptance) will automatically calculate at 20% of the Base CQ311 Married Pair Unit Price Total calculated on Bid Form 2.0. d. Bid Form Summary Line item 2.0.3 (CQ311 Warranty) will automatically calculate at 5% of the Base CQ311 Married Pair Unit Price Total calculated on Bid Form 2.0. e. Bid Form Summary line item 3.0 is automatically transferred from the Carbody Repairs Total Price on Bid Form 4.0. f. Bid Form Summary Line items 5.0.1, 5.0.2 and 5.0.3 will automatically calculate at 55%, 40% and 5% of the Option 1 - CQ310 Married Pair Unit Price Total calculated on Bid Form 3.0, respectively. g. Bid Form Summary Line items 5.1.1, 5.1.2 and 5.1.3 will automatically calculate at 55%, 40% and 5% of the Option 2 - CQ310 Married Pair Unit Price Total calculated on Bid Form 3.1, respectively. h. Bid Form Summary Line items 5.2.1, 5.2.2 and 5.2.3 will automatically calculate at 55%, 40% and 5% of the Option 3 - CQ310 Married Pair Unit Price Total calculated on Bid Form 3.2, respectively.

Page 30 IFB B40294: Rail Car Life Extension Program

FORM 3 (cont.) BID FORM SUMMARY

Percentage of Line Estimated Description Totals on Forms 2.0 Unit Unit Price Extended Price Item Quantity through 3.2

BASE ORDER - CQ311 Rail Vehicle Life Extension (59 Married Pair) 1.0 Mobilization (Computed from Form 2.0) 20% Lump Sum $0.00 1.0.1 Sub Contract Agreements 1.0.2 Contract Schedule 1.0.3 Program Management Plan 1.0.4 Quality Assurance Plan 1.0.5 Non Recurring Engineering 1.0.6 Warranty Administration Procedure 1.0.7 Joint Release and Delivery Inspection Procedure

2.0 CQ311 Base Unit Price (Computed from Form 2.0) 2.0.1 CQ311 Transport and Production 55.0% Married Pair 59 $0.00 $0.00 2.0.2 CQ311 On-site Testing and Acceptance Note 1 20.0% Married Pair 59 $0.00 $0.00 2.0.3 CQ311 Warranty 5.0% Married Pair 59 $0.00 $0.00

ALLOWANCES 3.0 Carbody Repairs Allowance (Computed from Form 4.0) Note 2 Lump Sum $0.00 4.0 Unanticipated Work Allowance per Exhibit B Note 3 Lump Sum $2,500,000.00

Subtotal (Sum of Lines 1.0 through 4.0) $2,500,000.00 OPTIONS 5.0 Option 1 CQ310 Rail Vehicle Life Extension - 32 Married Pair (Computed from Form 3.0) 5.0.1 CQ310 Transport and Production 55.0% Married Pair 16 $0.00 $0.00 5.0.2 CQ310 On-site Testing and Acceptance Note 1 40.0% Married Pair 16 $0.00 $0.00 5.0.3 CQ310 Warranty 5.0% Married Pair 16 $0.00 $0.00

5.1 Option 2 CQ310 Rail Vehicle Life Extension - 32 Married Pair (Computed from Form 3.1)

5.1.1 CQ310 Transport and Production 55.0% Married Pair 16 $0.00 $0.00 5.1.2 CQ310 On-site Testing and Acceptance Note 1 40.0% Married Pair 16 $0.00 $0.00 5.1.3 CQ310 Warranty 5.0% Married Pair 16 $0.00 $0.00

5.2 Option 3 CQ310 Rail Vehicle Life Extension - 30 Married Pair (Computed from Form 3.2) 5.2.1 CQ310 Transport and Production 55.0% Married Pair 15 $0.00 $0.00 5.2.2 CQ310 On-site Testing and Acceptance Note 1 40.0% Married Pair 15 $0.00 $0.00 5.2.3 CQ310 Warranty 5.0% Married Pair 15 $0.00 $0.00

6.0 CQ311 Base Cars LED Lighting Upgrade Option per Exhibit A Married Pair 59 $0.00 $0.00

7.0 CQ310 Option Cars LED Lighting Upgrade Option per Exhibit A 7.1 Option 1 - CQ310 Rail Vehicle Life Extenstion Married Pair 16 $0.00 $0.00 7.2 Option 2 - CQ310 Rail Vehicle Life Extenstion Married Pair 16 $0.00 $0.00 7.3 Option 3 - CQ310 Rail Vehicle Life Extenstion Married Pair 15 $0.00 $0.00

8.0 Carbody Structural Inspection 8.1 CQ311 Carbody Structural Inspection Car 1 $0.00 8.2 CQ310 Carbody Structural Inspection Car 1 $0.00

9.0 CQ310 Truck Fatigue Test Truck 1 $0.00

TOTAL BID PRICE: Total for Line Items (1.0 through 9.0) $0.00

Note 1 Provided only minor issues are outstanding, which do not affect safety, operations, or passenger comfort, the Authority, at its discretion, may conditionally accept equipment under this Contract. To be conditionally accepted, the Contractor must fully warrant the equipment so the Authority can use the equipment for the purposes specified and intended. Should the Authority conditionally accept an item of equipment or hardware, the Authority will only pay the Contractor 90% of the payment otherwise due, until the conditions of acceptance are reconciled/corrected. To obtain the outstanding portion of such a payments, the Contractor will have to issue an invoice accompanied with supporting documentation that demonstrates that the outstanding condition(s) has/have been reconciled to the satisfaction of the Authority.

Note 2 Carbody Repair Items will be considered on a car-by-car basis. They do not apply uniformly to all cars. At the end of the contract, should any amount under Line 3.0 of the Bid Form remain unused, such balance will not be payable to the Contractor under any circumstances.

Note 3 Unanticipated Work will be considered on a car-by-car basis. They do not apply uniformly to all cars. At the end of the contract, should any amount under Line 4.0 of the Bid Form remain unused, such balance will not be payable to the Contractor under any circumstances.

Page 31 IFB B40294: Rail Car Life Extension Program

FORM 3 (cont.) BID FORM CQ311 BASE FORM 2.0

Line Subcontractor Total MP Unit CQ311 Description Unit Quantity Item Costs Price

2.0 Base CQ311 Married Pair Unit Pricing 2.0.1 Section 1 - Carbody Married Pair 1 2.0.2 Section 2 - Couplers & Draft Gear Married Pair 1 2.0.3 Section 3 - Trucks & Suspension Married Pair 1 2.0.4 Section 4 - Auxiliary Electrical System Married Pair 1 2.0.5 Section 5 - Propulsion & Dynamic Brake Married Pair 1 2.0.6 Section 6 - Power Collection Married Pair 1 2.0.7 Section 7 - Friction Brake & Air System Married Pair 1 2.0.8 Section 8 - Cab Signal & ATC Married Pair 1 2.0.9 Section 9 - Communications Married Pair 1 2.0.10 Section 10 - Automatic Door Control Married Pair 1 2.0.11 Section 11 - HVAC Married Pair 1 2.0.12 Section 12 - Lighting Married Pair 1 2.0.13 All Other Costs Married Pair 1

Base CQ311 Married Pair Unit Price Total $0.00 (Automatically Updates Line Items 2.0.1 through 2.0.3)

Base CQ311 Total Price Married Pair 59 $0.00 (Automatically Updates Line Item 1.0)

Page 32 IFB B40294: Rail Car Life Extension Program

FORM 3 (cont.) BID FORM OPTION 1 – CQ310 FORM 3.0

Line Subcontractor Total MP Unit CQ310 Description Unit Quantity Item Costs Price

3.0 Option 1 - CQ310 Married Pair Unit Pricing 3.0.1 Section 1 - Carbody Married Pair 1 3.0.2 Section 2 - Couplers & Draft Gear Married Pair 1 3.0.3 Section 3 - Trucks & Suspension (not including fatigue test) Married Pair 1 3.0.4 Section 4 - Auxiliary Electrical System Married Pair 1 3.0.5 Section 5 - Propulsion & Dynamic Brake Married Pair 1 3.0.6 Section 6 - Power Collection Married Pair 1 3.0.7 Section 7 - Friction Brake & Air System Married Pair 1 3.0.8 Section 8 - Cab Signal & ATC Married Pair 1 3.0.9 Section 9 - Communications Married Pair 1 3.0.10 Section 10 - Automatic Door Control Married Pair 1 3.0.11 Section 11 - HVAC Married Pair 1 5.0.12 Section 12 - Lighting Married Pair 1 5.0.13 All Other Costs Married Pair 1

Option 1 - CQ310 Married Pair Unit Price Total (3.0.1 through 3.0.13) $0.00 (Automatically Updates Line Items 5.0.1 through 5.0.3)

Option 1 - CQ310 Total Price Married Pair 16 $0.00

Page 33 IFB B40294: Rail Car Life Extension Program

FORM 3 (cont.) BID FORM OPTION 2 – CQ310 FORM 3.1

Subcontractor Total MP Unit CQ310 Description Unit Quantity Costs Price

Option 2 - CQ310 Married Pair Unit Pricing 3.1.1 Section 1 - Carbody Married Pair 1 3.1.2 Section 2 - Couplers & Draft Gear Married Pair 1 3.1.3 Section 3 - Trucks & Suspension (not including fatigue test) Married Pair 1 3.1.4 Section 4 - Auxiliary Electrical System Married Pair 1 3.1.5 Section 5 - Propulsion & Dynamic Brake Married Pair 1 3.1.6 Section 6 - Power Collection Married Pair 1 3.1.7 Section 7 - Friction Brake & Air System Married Pair 1 3.1.8 Section 8 - Cab Signal & ATC Married Pair 1 3.1.9 Section 9 - Communications Married Pair 1 3.1.10 Section 10 - Automatic Door Control Married Pair 1 3.1.11 Section 11 - HVAC Married Pair 1 3.1.12 Section 12 - Lighting Married Pair 1 3.1.13 All Other Costs Married Pair 1 $0.00

Option 2 - CQ310 Married Pair Unit Price Total (3.1.1 through 3.1.13) $0.00 (Automatically Updates Line Items 5.1.1 through 5.1.3)

Option 2 - CQ310 Total Price Married Pair 16 $0.00

Page 34 IFB B40294: Rail Car Life Extension Program

FORM 3 (cont.) BID FORM OPTION 3 – CQ310 FORM 3.2

Line Subcontractor Total MP Unit CQ310 Description Unit Quantity Item Costs Price

3.2 Option 3 - CQ310 Married Pair Unit Pricing 3.2.1 Section 1 - Carbody Married Pair 1 3.2.2 Section 2 - Couplers & Draft Gear Married Pair 1 3.2.3 Section 3 - Trucks & Suspension (not including fatigue test) Married Pair 1 3.2.4 Section 4 - Auxiliary Electrical System Married Pair 1 3.2.5 Section 5 - Propulsion & Dynamic Brake Married Pair 1 3.2.6 Section 6 - Power Collection Married Pair 1 3.2.7 Section 7 - Friction Brake & Air System Married Pair 1 3.2.8 Section 8 - Cab Signal & ATC Married Pair 1 3.2.9 Section 9 - Communications Married Pair 1 3.2.10 Section 10 - Automatic Door Control Married Pair 1 3.2.11 Section 11 - HVAC Married Pair 1 3.2.12 Section 12 - Lighting Married Pair 1 3.2.13 All Other Costs Married Pair 1

Option 3 - CQ310 Married Pair Unit Price Total $0.00 (Automatically Updates Line Items 3.0.2 through 3.0.4)

Option 3 - CQ310 Total Price Married Pair 15 $0.00

Page 35 IFB B40294: Rail Car Life Extension Program

FORM 3 (cont.) BID FORM CARBODY REPAIRS PRICING FORM 4.0

Line CQ310 / Description Unit Quantity Unit Price Total Price per Item CQ311

4.0 Carbody Itemized Repair Prices 4.1 Hex Drive Panel Locks each 1 4.2 CQ310 F-End Mask 1/2 sq. ft. 1 4.3 CQ311 F-End Mask 1/2 sq. ft. 1 4.4 CQ311 Operator's Seat Base Carbody Attachment each 1 4.5 Passenger Seat Shell Repair sq. in. 1 4.6 CQ310 Passenger Seat Fiberglass End Cap each 1 4.7 Floor Covering sq. ft. 1 4.8 Sub-Floor Repair sq. ft. 1

Carbody Repair Price Total $0.00 (Automatically Updates Line Item 4.0)

Page 36 IFB B40294: Rail Car Life Extension Program

FORM 4 CERTIFICATION OF NO CONFLICT OF INTEREST

Except as may be identified and explained below, the undersigned hereby certifies that (a) no member of the Board of Directors, officer, and employee of the Metropolitan Atlanta Rapid Transit Authority, (b) no elected, appointed, and employed official or employee of the State of Georgia and of a governing body, instrumentality, or political subdivision within the territory comprising the Counties of Fulton, DeKalb or Clayton, Georgia, and (c) no relative of any persons described above, (d) no member of and delegate to the Congress of the United States has an interest whatsoever (regardless of how indirect and how remote that interest may be) in Contractor's organization and in the proceeds of a Contract and agreement which might be made between Contractor and the Metropolitan Atlanta Rapid Transit Authority as a result of the bid, quote, bid and/or qualification statement accompanied by this certification, and (e) no person who is or who during the past twelve months has been a member of the Board of Directors, an officer, or an employee of the Metropolitan Atlanta Rapid Transit Authority is employed by or on behalf of the Contractor's organization.

The undersigned certifies that he/she is legally authorized by the Contractor to make the above representation, and that the representation is true to the best of his/her knowledge and belief and without deliberate omission of any inquiry which would to the best of his/her belief tend to change the above representation. The undersigned understands that any representation made knowing it to be false may disqualify the Contractor from being awarded the Contract and future work by MARTA.

EXPLANATION OF CONFLICT:

NOTE: THIS CERTIFICATION MUST BE SIGNED AND SUBMITTED TO MARTA.

Signature Print Name Title Telephone #: Name of Contractor’s Company Address

(USE ADDITIONAL SHEETS IF NECESSARY)

Page 37 IFB B40294: Rail Car Life Extension Program

FORM 5 LIST OF PROPOSED SUBCONTRACTORS

PROVIDE THE FOLLOWING INFORMATION FOR EACH PROPOSED SUBCONTRACTOR

1. NAME: ______

ADDRESS: ______

TELEPHONE NUMBER: ______

SUBCONTRACT EFFORT: ______

AGE OF FIRM: ______YEAR(S) ______MONTH(S)  DBE  NON-DBE

ANNUAL GROSS RECEIPTS OF FIRM:

 $0 - $99,999  $100,000 - $499,999 $500,000 - $999,999 $1,000,000 - $4,999,999

 $5,000,000 - $9,999,999 $10,000,000 - $14,999,999 $15,000,000 – 24,999,999

2. NAME: ______

ADDRESS: ______

TELEPHONE NUMBER: ______

SUBCONTRACT EFFORT: ______

AGE OF FIRM: ______YEAR(S) ______MONTH(S)  DBE  NON-DBE

ANNUAL GROSS RECEIPTS OF FIRM:

 $0 - $99,999  $100,000 - $499,999 $500,000 - $999,999 $1,000,000 - $4,999,999

 $5,000,000 - $9,999,999 $10,000,000 - $14,999,999 $15,000,000 – 24,999,999

3. NAME: ______

ADDRESS: ______

TELEPHONE NUMBER: ______

SUBCONTRACT EFFORT: ______

AGE OF FIRM: ______YEAR(S) ______MONTH(S)  DBE  NON-DBE

ANNUAL GROSS RECEIPTS OF FIRM:

Page 38 IFB B40294: Rail Car Life Extension Program

 $0 - $99,999  $100,000 - $499,999 $500,000 - $999,999 $1,000,000 - $4,999,999

 $5,000,000 - $9,999,999 $10,000,000 - $14,999,999 $15,000,000 – 24,999,999

4. NAME: ______

ADDRESS: ______

TELEPHONE NUMBER: ______

SUBCONTRACT EFFORT: ______

AGE OF FIRM: ______YEAR(S) ______MONTH(S)  DBE  NON-DBE

ANNUAL GROSS RECEIPTS OF FIRM:

 $0 - $99,999  $100,000 - $499,999 $500,000 - $999,999 $1,000,000 - $4,999,999

 $5,000,000 - $9,999,999 $10,000,000 - $14,999,999 $15,000,000 – 24,999,999

5. NAME: ______

ADDRESS: ______

TELEPHONE NUMBER: ______

SUBCONTRACT EFFORT: ______

AGE OF FIRM: ______YEAR(S) ______MONTH(S)  DBE  NON-DBE

ANNUAL GROSS RECEIPTS OF FIRM:

 $0 - $99,999  $100,000 - $499,999 $500,000 - $999,999 $1,000,000 - $4,999,999

 $5,000,000 - $9,999,999 $10,000,000 - $14,999,999 $15,000,000 – 24,999,999

(Use Additional Sheet(s) as Required)

Page 39 IFB B40294: Rail Car Life Extension Program

FORM 6 BIDDER’S QUALIFICATIONS AND BUSINESS REFERENCES

Name of Bidder

Principal Office (Street Address or P.O. Box Number)

(State) (Zip Code)

( ) ( ) (Telephone Number) (Fax Number)

Federal ID Number: ______(Social Security Number in case of an individual)

1. Are you registered to do business in Georgia? ______Classification ______

2. Do you hold a valid Business License? ______Municipality/ License No.______

3. Are you an individual , a partnership , a corporation , or a joint venture ? (Check as applicable)

If a partnership, list names and addresses of partners; if a corporation, list names of officers and directors and State of incorporation; if a joint venture, list names and addresses of ventures and, if any venturer is a corporation, partnership, or joint venture, list the same information for each such corporation, partnership, and joint venture.

4. How many years has your organization been in business under your present business name? ____Yrs.

5. How many years of experience has your organization had in work similar to the work of this Contract?

Page 40 IFB B40294: Rail Car Life Extension Program

(a) As a prime contractor?

(b) As a subcontractor?

6. List all the contracts which your organization has completed during the last 5 years, and which demonstrate qualifications to perform the work of this Contract. (For joint venture work shows the sponsoring individual or company.)

Name and Address of Year Contract Price Kind of Contract Location of Work Customer

7. Have you or your organization, or any officer or partner thereof, failed to complete a contract?

If so, give details

8. In what other lines of business are you financially interested?

Page 41 IFB B40294: Rail Car Life Extension Program

9. Give information about the experience of the principal individuals of your present organization.

Present Position Years of Individual's or Office in Similar Magnitude and In what Name your organization Experience Type of Work Capacity

Page 42 IFB B40294: Rail Car Life Extension Program

10. List similar contract work which you have currently underway, or for which you are committed:

Name and Contract Kind of Location Completion Expected address of Price Contract of Work Date Completion Customer

11. References: List customers, including public bodies, for whom you have done work during past five (5) years:

Name Address Business

Page 43 IFB B40294: Rail Car Life Extension Program

12. Reference is hereby made to the following financial institutions as to the financial responsibility of the Bidder:

Name of the Bank:

Street Address:

City and State: Telephone:

Officer familiar with Bidder’s Account:

Name of the Bank:

Street Address:

City and State: Telephone:

Officer familiar with Bidder’s Account:

Name of the Bank:

Street Address:

City and State: Telephone:

Officer familiar with Bidder’s Account:

13. Reference is hereby made to the following surety/insurance company or companies as to the financial responsibility and general reliability of the Bidder:

Name of Surety/Insurance Company:

Name of Local Agent (if different):

Local Street Address:

City and State: Telephone:

Person familiar with Bidder’s Account:

Page 44 IFB B40294: Rail Car Life Extension Program

Name of Surety/Insurance Company:

Name of Local Agent (if different):

Local Street Address:

City and State: Telephone:

Person familiar with Bidder’s Account:

14. Is any litigation pending against you organization or has your organization been engaged in any litigation or adversarial proceedings within the last five (5) years? [check the correct response below]

Yes ______No ______

If your response is yes, please provide a detailed description of each proceeding below. (use additional pages if necessary)

______

The undersigned certifies that he is legally authorized by the Bidder to make the statements and representations contained in this form, and represents and warrants that the foregoing information is true and accurate to the best of his knowledge, and intends that the Metropolitan Atlanta Rapid Transit Authority rely thereon in awarding the Contract.

BIDDER’S NAME

DATE OF SIGNING

SIGNATURE

TITLE

Page 45 IFB B40294: Rail Car Life Extension Program

FORM 7 CLIENT REFERENCE LIST

PROVIDE THE FOLLOWING INFORMATION FOR EACH CLIENT

1. Organization Name: ______

Address: ______

City: ______State: ______

Project Name: ______Date: ______

Project Description: ______

______

______

______

Contact Name: ______

Telephone Number: ______Email: ______

2. Organization Name: ______

Address: ______

City: ______State: ______

Project Name: ______Date: ______

Project Description: ______

______

______

______

Page 46 IFB B40294: Rail Car Life Extension Program

Contact Name: ______

Telephone Number: ______Email: ______

3. Organization Name: ______

Address: ______

City: ______State: ______

Project Name: ______Date: ______

Project Description: ______

______

______

______

Contact Name: ______

Telephone Number: ______Email: ______

4. Organization Name: ______

Address: ______

City: ______State: ______

Project Name: ______Date: ______

Project Description: ______

______

______

______

Contact Name: ______

Page 47 IFB B40294: Rail Car Life Extension Program

Telephone Number: ______Email: ______

5. Organization Name: ______

Address: ______

City: ______State: ______

Project Name: ______Date: ______

Project Description: ______

______

______

Contact Name: ______

Telephone Number: ______Email: ______

6. Organization Name: ______

Address: ______

City: ______State: ______

Project Name: ______Date: ______

Project Description: ______

______

______

______

Contact Name: ______

Telephone Number: ______Email: ______

Page 48 IFB B40294: Rail Car Life Extension Program

FORM 8 IFB FORMS CHECKLIST

Included Forms (Indicate with a check mark) Illegal Immigration Reform and Enforcement Act Affidavit (Form 1 – Form 1c) Acknowledgement of Addenda (Form 2) Bid Form (Form 3) No Conflict of Interest (Form 4) List of Proposed Subcontractors (Form 5) Bidder’s Qualifications and Business References (Form 6) Client List (Form 7) IFB Forms Checklist (Form 8) Workforce/Labor Hours Plan (Form 9) Payment and Performance Bond Forms (Form 10) Office of Diversity and Inclusion Requirements (Appendix A) Other documentation includes: Narrative (see Part 2 as referenced) Direct Experience (see Part 2 as referenced) Schedule Information (see Part 2 as referenced) Workforce Plan (see Part 2 as referenced) Quality Control Plan (see Part 2 as referenced) Organizational Structure and Key Personnel (including organizational chart and resumes) (see Part 2 as referenced) References and Client List (see Part 2 as referenced) Experience and Qualifications (including workshop equipment and tools, capacity of the Bidder’s facilities, and total office and plant space) (see Part 2 as referenced) Financial Information (see Part 2 as referenced)

Page 49 IFB B40294: Rail Car Life Extension Program

FORM 9 WORKFORCE/LABOR HOURS PLAN

Bidder’s Plan of Labor Hours for the Work Labor Hours by Category Labor Category CY2017 CY2018 CY2019 CY2020 Total Management Engineering/Technical Support Supervision Supply Chain Management/Procurement Quality Labor Craft (List them) … … … … Testing In-Plant At MARTA After-delivery support Other (List them) … … … … Totals

Page 50 IFB B40294: Rail Car Life Extension Program

FORM 10 PAYMENT AND PERFORMANCE BOND FORMS

See attached.

Page 51 IFB B40294: Rail Car Life Extension Program

PAYMENT BOND DATE BOND EXECUTED (Must be same as or earlier than date of contract) (See Instructions on reverse)

SURETY BOND NO.

PRINCIPAL (Legal name and business address) Type of Organization (“X”) one) INDIVIDUAL PARTNERSHIP LIMITED LIABILITY COMPANY JOINT VENTURE CORPORATION LIMITED PARTNERSHIP

OTHER (specify entity type): STATE OF ORGANIZATION

SURETY(IES) (Name(s) and business address(es) PENAL SUM OF BOND Million(s) Thousand(s) Hundred(s) Cent(s)

Contract Date MARTA's Contract No. B40294 CONTRACT NAME: EQUIPMENT, MATERIALS, SUPPLIES AND SERVICES CONTRACT FOR THE RAIL CAR LIFE EXTENSION PROGRAM KNOW ALL MEN BY THESE PRESENTS, That we, the Principal and Surety(ies) hereto, are firmly bound to the METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY (hereinafter called the “Authority”), and for the use and protection of all subcontractors, sub-suppliers, materialmen and all persons supplying labor, materials, machinery, and equipment in the prosecution of the work provided for in the contract referenced above (the “Contract”), in the above penal sum for the payment of which we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally: Provided, That, where the Sureties are corporations acting as co-sureties, we, the Sureties, bind ourselves in such sum “jointly and severally” as well as “severally” only for the purpose of allowing a joint action or actions against any or all of us, and for all other purposes each Surety binds itself, jointly and severally with the Principal, for the payment of such sum only as is set forth opposite the name of such Surety, but if no limit of liability is indicated, the limit of liability shall be the full amount of the penal sum.

THE CONDITION OF THIS OBLIGATION IS SUCH, that the Principal entered into the Contract identified above with the Authority.

NOW, THEREFORE, if the Principal shall promptly make all payments to all entities or persons supplying labor, material, machinery, and equipment in the prosecution of the work (or reasonably required for the prosecution) provided for in said Contract, and any and all duly change orders, amendments, extensions of time or modifications of said Contract that may hereafter be made, notice of which change order, amendment, extension of time or modification to the Contract that may hereafter be made, notice of which modifications to the Surety(ies) being hereby waived by the Surety, then the above obligation shall be void and of no effect; but otherwise to remain in full force and effect.

Surety(ies), for itself and its successors and assigns, hereby stipulates and agrees that the obligation of said Surety(ies) and its bond shall not be impaired or affected by any change order, amendment, extension of time or modification in or to the Contract, or by any waiver of any provisions thereof, or by any assignment, subletting, subcontracting or other transfer thereof. If any conflict or inconsistency exists between the Surety’s obligations or undertakings as described in this Bond and as described in the underlying Contract, then the terms of the Contract shall prevail. Any notice, demand, certification or request for payment, made under this Bond shall be made in writing to the Surety(IES) at the address(es) specified below. The amount of this bond may be reduced but only (a) in accordance with the terms of the Contract, (b) after notice is provided to the Authority in accordance with the Contract and (c) by and to the extent of any payment made in good faith hereunder, inclusive of the payment by Surety of mechanics’ liens which may be filed of record against said improvement, whether or not claim for the amount of such lien be presented under and against this bond.

IN WITNESS WHEREOF, the Principal and Surety(ies) have executed this Payment Bond and have affixed their seals on the date set forth above. PRINCIPAL 1. 2. Signature(s) (Seal) (Seal)

1. 2. Corporate Name(s) & Seal Title(s) (Typed)

SURETY(IES) Name S U Address State of Organization Liability Limit R E 1. 2. T Signature(s) Corporate Y Seal Names & 1. 2. A Title(s) (Typed)

SURETY(IES) (continued) Name S U Address State of Organization Liability Limit R E 1. 2. T Signature(s) Corporate Y Seal Names & 1. 2. B Title(s) (Typed)

Name S U Address State of Organization Liability Limit R E 1. 2. T Signature(s) Corporate Y Seal Names & 1. 2. C Title(s) (Typed)

Bond Rate Per Thousand Total Premium $ $

INSTRUCTIONS

1. Surety(ies) may reproduce this second page to additional Sureties if there are more than three (3).

2. The full legal name and business address of the Principal shall be inserted in the space designated “Principal” on the face of the form. The bond shall be signed by an authorized person. Where such person is signing in a representative capacity (e.g., an attorney-in- fact), but is not a member of the firm, partnership, or joint venture, or an officer of the corporation involved, evidence of his authority must be furnished.

3. Corporations executing the bond as sureties must be among those appearing on the Treasury Department’s list of approved sureties and must be acting within the limitations set forth therein. Where more than a single corporate surety is involved, their names and addresses (city and State) shall be inserted in the spaces (Surety A, Surety B, etc.) headed “CORPORATE SURETY(IES)”, and in the space designated “SURETY(IES)” on the face of this form only the letter identification of the Sureties shall be inserted.

4. A corporation executing the bond shall affix their corporate seals. Individuals shall execute the bond opposite the word “Seal”; and, if executed in Maine or New Hampshire, shall also affix an adhesive seal.

5. The name of each person signing this payment bond should be typed in the space provided.

6. This form shall be used whenever a payment bond is required under Section 13-10-60 of the Official Code of Georgia, as the same may have been amended as of the date hereof. There shall be no deviation from or modification of this form without the prior written approval of the Authority.

PERFORMANCE BOND DATE BOND EXECUTED (Must be same as or earlier than date of contract) (See Instructions on reverse)

SURETY BOND NO.

PRINCIPAL (Legal name and business address) Type of Organization (“X”) one) INDIVIDUAL PARTNERSHIP LIMITED LIABILITY COMPANY JOINT VENTURE CORPORATION LIMITED PARTNERSHIP

OTHER (specify entity type): STATE OF ORGANIZATION

SURETY(IES) (Name(s) and business address(es) PENAL SUM OF BOND Million(s) Thousand(s) Hundred(s) Cent(s)

Contract Date MARTA's Contract No. B40294 CONTRACT NAME: EQUIPMENT, MATERIALS, SUPPLIES AND SERVICES CONTRACT FOR THE RAIL CAR LIFE EXTENSION PROGRAM KNOW ALL MEN BY THESE PRESENTS, That we, the Principal and Surety(ies) hereto, are firmly bound to the METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY (hereinafter called the “Authority”), and for the use and protection of all subcontractors, sub-suppliers, materialmen and all persons supplying labor, materials, machinery, and equipment in the prosecution of the work provided for in the contract referenced above (the “Contract”), in the above penal sum for the payment of which we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally: Provided, That, where the Sureties are corporations acting as co-sureties, we, the Sureties, bind ourselves in such sum “jointly and severally” as well as “severally” only for the purpose of allowing a joint action or actions against any or all of us, and for all other purposes each Surety binds itself, jointly and severally with the Principal, for the payment of such sum only as is set forth opposite the name of such Surety, but if no limit of liability is indicated, the limit of liability shall be the full amount of the penal sum.

THE CONDITION OF THIS OBLIGATION IS SUCH, that the Principal entered into the Contract identified above with the Authority.

NOW, THEREFORE, if the Principal shall perform and fulfill all of the obligations, undertakings, covenants, terms, conditions and agreements of said Contract during the original term of said Contract and any extensions thereof that may be granted by the Authority with or without notice to the Surety(ies), and during the life of any guaranty required under the Contract, and shall also perform and fulfill all the obligations, undertakings, covenants, terms, conditions and agreements of any and all duly authorized change orders, amendments, extensions of time or modifications of said Contract that may hereafter be made, notice of which change order, amendment, extension of time or modification to the Surety(ies) being hereby waived by Surety(ies); then the above obligation shall be void and of no effect; but otherwise to remain in full force and effect. The Surety(ies), for value received, hereby stipulates and agrees, if requested to do so by the Authority, to fully perform and complete the Contract pursuant to the terms, conditions and covenants thereof, if for any cause, the Contractor fails or neglects to so fully perform and complete such Contract. Surety(ies) further agree to commence such work of completion within sixty (60) days after receipt of written notice thereof from the Authority and to complete such Contract within such time as the Authority may fix.

Surety(ies), for itself and its successors and assigns, hereby stipulates and agrees that the obligation of said Surety(ies) and its bond shall not be impaired or affected by any change order, amendment, extension of time or modification in or to the Contract, or by any waiver of any provisions thereof, or by any assignment, subletting, subcontracting or other transfer thereof. If any conflict or inconsistency exists between the Surety’s obligations or undertakings as described in this Bond and as described in the underlying Contract, then the terms of the Contract shall prevail. Any notice, demand, certification or request for performance, made under this Bond shall be made in writing to the Surety(ies) at the address(es) specified below.

IN WITNESS WHEREOF, the Principal and Surety(ies) have executed this Performance Bond and have affixed their seals on the date set forth above. PRINCIPAL 1. 2. Signature(s)

(Seal) (Seal) 1. 2. Corporate Name(s) & Seal Title(s) (Typed)

SURETY(IES) Name S U Address State of Organization Liability Limit R E 1. 2. T Signature(s) Corporate Y Seal Names & 1. 2. A Title(s) (Typed) Name S U Address State of Organization Liability Limit R E 1. 2. T Signature(s) Corporate Y Seal Names & 1. 2. B Title(s) (Typed) Name S U Address State of Organization Liability Limit R E 1. 2. T Signature(s) Corporate Y Seal Names & 1. 2. C Title(s) (Typed)

Bond Rate Per Thousand Total Premium $ $

INSTRUCTIONS

1. Surety(ies) may reproduce this second page to additional Sureties if there are more than three (3).

2. The full legal name and business address of the Principal shall be inserted in the space designated “Principal” on the face of the form. The bond shall be signed by an authorized person. Where such person is signing in a representative capacity (e.g., an attorney-in- fact), but is not a member of the firm, partnership, or joint venture, or an officer of the corporation involved, evidence of his authority must be furnished.

3. Corporations executing the bond as sureties must be among those appearing on the Treasury Department’s list of approved sureties and must be acting within the limitations set forth therein. Where more than a single corporate surety is involved, their names and addresses (city and State) shall be inserted in the spaces (Surety A, Surety B, etc.) headed “CORPORATE SURETY(IES)”, and in the space designated “SURETY(IES)” on the face of this form only the letter identification of the Sureties shall be inserted.

4. A corporation executing the bond shall affix their corporate seals. Individuals shall execute the bond opposite the word “Seal”; and, if executed in Maine or New Hampshire, shall also affix an adhesive seal.

5. The name of each person signing this performance bond should be typed in the space provided.

6. This form shall be used whenever a performance bond is required under Section 13-10-60 of the Official Code of Georgia, as the same may have been amended as of the date hereof. There shall be no deviation from or modification of this form without the prior written approval of the Authority.

FORM 11 KEY DIFFERENCES BETWEEN CANCELLED IFB B38192 AND IFB B40294

Attached Bidders will find a list of substantive differences between cancelled IFB B38192 and this IFB B40294. Bidders are advised that the attached list of modifications/changes is being provided for the Bidder’s convenience. The attached list is not exhaustive and Bidders are fully responsible to familiarize themselves with this solicitation (i.e., IFB B40294) and submit a Bid that responds to the requirements of this IFB B40294.

PART 3 – SUBMITTAL FORMS FORM 3 – BID FORM Modified the Summary Bid Form by adding the following Line Items: 3.0 Carbody Repair Allowance (computed from form 4.0) 4.0 Unanticipated Work Allowance per Exhibit B 5.0 Option 1, CQ310 Cars (16 Married Pairs) 5.1 Option 2, CQ310 Cars (16 Married Pairs) 5.2 Option 3, CQ310 Cars (15 Married Pairs) 6.0 CQ311 Base CLED Lighting Option 7.0 CQ310 Option Cars LED Lighting Upgrade Option 8.0 Carbody Structural Inspection 9.0 CQ310 Truck Fatigue Test Added new Form 4.0 ‐ Carbody Repairs Price Schedule to make interior and exterior repairs optional FORM 10/EXHIBIT D – PAYMENT AND PERFORMANCE BOND FORMS Updated forms of bond and requirements PART 4 – EQUIPMENT, MATERIALS, SUPPLIES AND SERVICES CONTRACT NO. B40294 EXHIBIT A – STATEMENT OF WORK Section Description 1 ‐ Carbody 1. Moved the following carbody components from E. Restore to OEM Manufacturer Requirements and D. Discard/Replace in Kind to “B. Inspection, Functional and Operational Check”: (f) Hex drive panel locks (g) F‐End Mask (h) CQ311 Operator’s seat base carbody attachment (MARTA Procedure 311‐P‐1050) (i) Passenger seats (j) Fiberglass end cap (k) Flooring 2. Added Bid Sheet 4.0 – Carbody Repairs Price Schedule to Form 3 – Bid Form for itemized pricing for the above items (f) – (k). 3. Added “(d) Interior photo luminescent decals” to D. Discard and Replace in Kind

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4. Added the following exterior scope to E. Restore to OEM Manufacturer Requirements: i. Polishing ii. Buffing iii. Brushing iv. Deadlight area repair v. Removal of tri‐color striping vi. Addition of right and left side decal between the cab window and first door portal. The decal design shall be approved by MARTA. vii. Replacement of the MARTA decal on the F‐End doors. 5. Added reference to “Attachment I: Carbody Structural Inspection Scope of Work” 6. Added reference to “Attachment J: Delaware Car Company Structural Analysis of CQ310 Cars, February 2002” 7. Changed “(d) new livery decals” in F. Design Upgrade to an “Option”, and added Line Items 6.0 (Base Cars) and 8.0 (Option Cars) to Form 3 – Bid Form Summary for separate pricing. Section Description 3 – Trucks and Deleted the equipment listed in E. Restore to OEM Manufacturer Suspension Requirements to prevent duplicate pricing, and added: “Components listed for restoration under the truck system shall be restored under the Propulsion (Exhibit A, Section 5) and Friction Brake/Air (Exhibit A, Section 7) systems as appropriate.” 5 – Propulsion & Removed Traction Motor overhaul requirements in E. Restore to OEM Dynamic Brake Manufacturer Requirements and associated items in F. Design Upgrade 11 – Heating, Added references to sections of the Heavy Maintenance Manuals to be Ventilation & Air more specific about the work required by E. Restore to OEM Conditioning Manufacturer for the Condenser/Compressor, Evaporator and HVAC HVAC Control Units 12‐ Lighting 1. Changed the LED Lighting Upgrade to an “Option”, and added Line Items 7.0 (Base Cars) and 9.0 (Option Cars) to Form 3 – Bid Form Summary for separate pricing. 2. Added Basic lighting work to include cleaning all interior fixtures and lens, and replacing all fluorescent lamps in the passenger area. ATTACHMENTS Changed Attachment A – Lighting System Retrofit Scope of Work to an “Option” Attachment E, 1. Procedures ‐ added “l. QA‐PR‐072 – First Article Inspection Procedure” New Attachment H – MARTA Decal Design for exterior livery decal Added “Attachment I – Carbody Structural Inspection Scope of Work” Added “Attachment J: Delaware Car Company Structural Analysis of CQ310 Cars, February 2002”

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APPENDIX A OFFICE OF DIVERSITY AND INCLUSION REQUIREMENTS

See attached.

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PART 4 EQUIPMENT, MATERIALS, SUPPLIES AND SERVICES CONTRACT NO. B40294

This Equipment, Materials, Supplies and Services Contract (“Contract”) is entered into and effective on and as of ______(“Effective Date”) by and between the METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY (“MARTA”) and ______, a ______(“Contractor”). MARTA and Contractor are collectively referred to herein as the “Parties” and each, individually, as a “Party.”

Contract Name: Contract No: B40294 Contractor: MARTA Department: Department Operations Address: Address: MARTA 2424 Piedmont Road, NE Atlanta, Georgia 30324‐3330 Phone: Phone: Contractor Authorized Representative: MARTA Authorized Representative:

1. SERVICES.

(a) Equipment, Material and Supplies. Subject to the terms and conditions set forth herein, Contractor shall provide the work, services, equipment, materials and/or supplies described in the technical specifications attached hereto as Exhibit A (“Technical Specification(s),” “Specification(s),” “Equipment/Supplies,” “Scope of Work,” “Statement of Work,” “Scope of Services,” or “Services” and/or “Work”). The Contractor shall manufacture, assemble, and deliver to the Authority the Equipment/Supplies, and shall perform all incidental services, specified in this Contract. Contractor will be responsible for the cost of, obtaining, maintaining and complying with, and paying all fees and taxes associated with, all applicable licenses, authorizations, consents, approvals and permits required of Contractor in the design, manufacture, construction, inspection, shipping and delivery of the Equipment/Supplies and complying with the terms of this Contract.

(b) Contractor Costs. Unless otherwise expressly provided in this Contract, all materials, equipment, software, facilities and labor required for the proper performance of the Services shall be furnished by and be under the sole direction and control of Contractor and at Contractor’s sole expense. Contractor shall be responsible, at its sole cost, for procuring and using such resources in a professional and workmanlike manner at no additional cost to MARTA.

(c) Removal of Employees Assigned to MARTA Contract. Within a reasonable period, but not later that seven (7) days after Contractor’s receipt of notice from MARTA that the continued assignment to this Contract of any Contractor Employees is not in the best

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interests of MARTA or may create a conflict of interest (in MARTA’s sole determination), Contractor shall remove such Contractor Employee(s) from providing services under this Contract. Contractor will not be required to terminate the employment of such individual. Contractor will assume all costs associated with the replacement of any Contractor Employees. In addition, Contractor agrees to remove from this Contract any Contractor Employees who have engaged in willful misconduct or have committed a material breach of this Contract immediately after Contractor becomes aware of such misconduct or breach and notify MARTA of the same. For purposes of this Contract, the term “Contractor Employee(s)” shall mean all of Contractor’s employees, contractors, subcontractors, agents, including, without limitation, the employees, contractors, subcontractors, agents of Contractor’s partners or joint venture partners and any other individuals or entities providing any of the Services set forth in the Contract under the color of Contractor’s authority.

(d) Contractor Authorized Representative. Contractor designates the person(s) named herein above as its Contractor Authorized Representative (“Contractor Authorized Representative”) who shall: (a) be an employee within Contractor’s organization, with the information, authority and resources available to properly coordinate Contractor’s responsibilities under this Contract; (b) serve as primary interface and the single‐point of communication for the provision of Services by Contractor; (c) have day‐to‐day responsibility and authority to address issues relating to the Services; and (d) devote adequate time and efforts to managing and coordinating the Services.

(e) MARTA Authorized Representative. MARTA designates the person(s) named herein above as its MARTA Authorized Representative(s) (“MARTA Authorized Representative”) who shall: (a) serve as primary interface and the primary point(s) of communication for the provision of Services; (b) have day‐to‐day responsibility to address issues relating to this Contract; and (c) to the extent provided under applicable law (and the policies and procedures of MARTA) as the same may change from time to time, have the authority to execute any additional documents or changes on behalf of MARTA.

2. TERM, ADMINISTRATIVE NOTICE TO PROCEED AND NOTICE TO PROCEED.

(a) Term: The maximum term of this Contract shall commence on the Effective Date and expire sixty‐six (66) months after MARTA provides Contractor with a written Notice to Proceed (as hereinafter defined), unless earlier terminated in accordance with the terms of this Contract. Notwithstanding the foregoing, the parties acknowledge and agree that the tem of this Contract shall be adjusted as follows:

(i) Base Order: MARTA and Contractor acknowledge and agree that the period that Contractor is required to perform and complete all of the work to overhaul the base order of fifty‐nine (59) married pairs of CQ311 rail cars (i.e., 118 individual

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rail cars) shall commence on the NTP (as hereinafter defined) and expire thirty‐ seven (37) months thereafter.

(ii) Optional Additional Order: MARTA and Contractor acknowledge and agree that MARTA has the option, it is sole discretion, to direct the Contractor to complete work on up to an additional forty‐seven (47) married pairs (i.e., 94 individual rail cars) of CQ310 rail cars. Contractor is required to perform and complete all the work to overhaul the additional order of MARTA’s rail cars in accordance with this Section 2(a)(ii). MARTA may exercise its option(s) set forth in this Section, in three (3) separate orders/lots. MARTA must provide written notice to the Contractor of MARTA’s exercise of each option as follows:

a. MARTA’s first (1st) option shall be for a total of sixteen (16) married pairs of rail cars, which must be exercised in writing within twenty‐three (23) months after NTP;

b. MARTA’s second (2nd) option shall be for a total of sixteen (16) married pairs of rail cars, which must be exercised in writing within twenty‐eight (28) months after NTP;

c. MARTA’s third (3rd) option shall be for a total of fifteen (15) married pairs of rail cars, which must be exercised in writing within thirty‐three (33) months after NTP; and

d. Contractor acknowledges and agrees that, after the exercise of each of the three (3) independent options, Contractor shall complete the work and deliver MARTA each option order of additional rail cars within twenty (20) months of the date MARTA exercised its option under this Section 2(a)(ii).

(ii) Warranty Period: The parties acknowledge and agree that the warranty period for each married pair of rail cars shall commence on the earlier of Conditional Acceptance or Final Acceptance and expire twenty‐four (24) months thereafter.

(b) Administrative Notice to Proceed. The Authority may issue an Administrative Notice to Proceed (“ANTP”) to the Contractor within 45 days of the Effective Date of the Contract. The ANTP will authorize and direct the Contractor to secure and deliver the Certificate(s) of Insurance, Bonds and such other items set forth in the ANTP; however, the ANTP will not authorize any on‐site/off‐site work. All on‐site/off‐site work will be authorized by a subsequent Notice to Proceed. The Contractor shall comply with all requirements set forth in the ANTP (and otherwise set forth in this Contract) within 90 days after receipt of the ANTP.

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(c) Notice to Proceed. The Authority may issue a Notice to Proceed (“NTP”) that will authorize and direct the Contractor to begin on‐site/off‐site work under this Contract. Upon receiving the NTP, the Contractor shall diligently prosecute the Work in accordance with the Contract Schedule and shall complete the Work within the time required by this Contract.

If the Contractor fails to submit any of the aforementioned documentation within the time stipulated, the Authority, in addition to all other remedies set forth in this Contract, may withhold payments otherwise due and may direct the Contractor to take remedial measures as provided within this Contract.

3. OPTIONS TO EXTEND TERM. None.

4. SPECIAL TERMS AND CONDITIONS. Notwithstanding anything to the contrary contained herein, the Parties acknowledge and agree that in the event of a conflict between the terms and conditions contained in Exhibit B and the balance of the Contract, the terms and conditions set forth in Exhibit B shall control.

5. COMPENSATION. MARTA shall only pay Contractor for the Services actually requested by MARTA’s Authorized Representative, which are timely performed by Contractor in accordance with the terms of this Contract by Contractor and actually received by MARTA. MARTA shall pay Contractor at the rate(s) set forth in Exhibit C or elsewhere in this Contract. Contractor acknowledges and agrees that the total compensation payable to Contractor under this Contract shall not exceed ______U.S. Dollars ($ ______) (“Total Contract Value”). Except as set forth in Exhibit C or elsewhere in this Contract, the Contractor may bill in accordance with Exhibit C. Notwithstanding anything to the contrary contained herein, Contractor acknowledges and agrees not to submit an invoice to MARTA if the amount due is less than $500.00, unless it is the final invoice. Each invoice must contain the following information in order to be processed by MARTA: (A) Contract Number; (b) contain a description of the Services rendered; and (c) be sent or delivered in duplicate to MARTA at 2424 Piedmont Rd., Atlanta, Georgia 30324‐3330, Attention: Mr. Nicholas Waters (Contract No. P38192). MARTA will pay each properly formatted, rendered and undisputed invoice within thirty (30) days after the later of MARTA’s receipt of the invoice (as noted above) or MARTA’s receipt and Final Acceptance of the goods, equipment and/or services in accordance with this Contract.

6. EQUAL EMPLOYMENT OPPORTUNITY AND DISADVANTAGED BUSINESS ENTERPRISES.

(a) Contractor agrees comply with the terms, conditions and goals set forth in Appendix A attached hereto and incorporated herein by this reference.

(b) Contractor agrees that it will not discriminate against any business owner because of the owner’s race, color, religion, national origin, sex or physical handicap/disability in connection with the award or performance of this Contract. Contractor agrees to

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include the above statements in any subcontracts or subsequent agreements that it enters into and cause those businesses to similarly include the statements in subsequent agreements related to this Contract.

(c) Contractors are required to submit their Equal Employment Opportunity (“EEO”) statistical data, as well as, Disadvantaged Business Enterprise (“DBE”) utilization commitments. This requirement pursuant to Title VII of the Civil Rights Act of 1964, Executive Order 11246 as implemented by the Department of Labor’s Office of Contract Compliance, Executive Order 11625, [Federal Transit Administration Circular 4716.1A, Federal Department of Transportation 49 CFR Part 23] and MARTA Board Policies on equal employment opportunity and DBE contracting goals.

(d) If Contractor has 50 employees or more, Contractor is required to submit a copy of its affirmative action plan along with all other cited materials. The affirmative action plan shall contain, at a minimum, a utilization analysis, an analysis of any underutilization, a program of goals and timetables to correct any such underutilization, an auditing and record keeping process, internal and external EEO policy dissemination procedures and the identification and delineation of the affirmative action officer’s responsibilities.

(e) If Contractor has less than 50 employees, Contractor shall provide an equal opportunity policy statement signed eby th firm’s Chief Executive Officer (or its equivalent). The policy statement will indicate that the Contractor does not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. Further, the Contractor will state that it will take affirmative action to ensure that applicants are employed, and that employees are treated during their employment, without regards to race, color, religion, sex, or national origin.

7. DEFAULT; REMEDIES.

(a) Contractor shall be in default under the terms of this Contract if Contractor:

(i) fails to make any payment within five (5) days of the date such payment is due whether or not Contractor has been provided with an invoice or written notice of the amount due or overdue;

(ii) ceases to provide any of the Services without the written consent of MARTA’s Authorized Representative or becomes permanently deprived of the rights, powers, or privileges necessary for the proper conduct thereof;

(iii) becomes insolvent or seeks the benefit of any present or future insolvency statute, makes an assignment for the benefit of any creditor, files a voluntary petition in bankruptcy, or consents to the appointment of a receiver, trustee or liquidator of any of its assets;

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(iv) files a petition under any part of the federal bankruptcy laws, or an action under any present or future insolvency law or statute, or is involved in an involuntary bankruptcy filing that is not dismissed within sixty (60) days after filing

(v) fails to keep, perform or observe any term, covenant or condition set forth in this Contract;

(vi) intentionally or willfully misrepresents any material fact to MARTA;

(vii) makes any material misrepresentation (or failed to make a full and accurate disclosure) to MARTA in the documents, questionnaires, forms or materials submitted by Contractor in response to the Request for Qualifications, Request for Proposals, Request for Quotes, Invitation to Bid, any other solicitation document or any document pursuant to which this Contract was awarded, or failed to comply with all requirements, including, without limitation, MARTA’s ethical standards and conflicts of interest policies; or

(viii) fails to pay any and all taxes and assessments required to be paid under this Contract or in the operation of MARTA’s business.

(b) If Contractor is in default, MARTA will notify Contractor in writing of the nature of the default and the time period within which to cure, if any. If Contractor, (a) where a specific time period for the cure is provided in the applicable subsection of this Contract, does not cure the default within that period, or (b) where a time period for the cure is not specifically provided in the applicable section, does not cure the default within twenty (20) days from receipt of notice from MARTA, MARTA may, without further notice to Contractor and Contractor’s sureties, if any, elect to exercise any of the following remedies:

(i) terminate all or any portion of this Contract or any of Contractor’s rights under this Contract at any time thereafter and recover from Contractor all costs, expenses, losses and damages recoverable under this Contract (including, without limitation, all reasonable costs associated with the re‐procurement of the Services) or applicable law as a result thereof.

(ii) cure any default at Contractor’s cost. If MARTA at any time, by reason of Contractor’s default, pays any sum to cure any default, the sum paid by MARTA shall be immediately due from Contractor to MARTA, and shall bear interest at the rate of one and one‐half percent (1.5%) per month from (or such maximum rate permissible by applicable law, if lower) the date paid by MARTA until the date MARTA is fully reimbursed by Contractor.

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(iii) the right to offset against and deduct from the fees payable to Contractor (if any), any amounts due MARTA from Contractor, including, but not limited to, unauthorized or disputed expenses and liquidated damages as described herein (if any). If MARTA pays any sum or incurs any obligations or expense because of the failure, inability, neglect or refusal of Contractor to perform or fulfill any of the terms or conditions of the Contract that it is obligated to perform or fulfill, then MARTA shall have the right to deduct said expenses from Contractors fees coming due under this Contract.

(iv) exercise any and all other rights or remedies available under this Contract or at law or in equity (including, without limitation, redeeming/calling the bond(s) required under this Contract).

(c) Liquidated Damages for Late Deliveries. The parties acknowledge and agree that time is of the essence with respect to the completion of the Work and MARTA will be damaged if Contractor fails to timely deliver one or more married pair of rail cars and/or complete the Work in a timely manner as set forth in the Contract Schedule, excluding delays caused by Force Majeure Events. The parties acknowledge and agree that MARTA’s damages are difficult if not impossible to define, compute and definitively ascertain. As such, the Contractor agrees that MARTA may deduct liquidated damages equal to One Thousand Four Hundred and 00/100 U.S. Dollars ($1,400.00), for each day (or fraction thereof) of delay in the delivery of a married pair of rail cars or failure to meet the Contract Schedule, from the amounts next coming due to Contractor and/or exercise the other remedies set forth in this Contract. Notwithstanding anything to the contrary contained herein, the parties acknowledge and agree that the maximum amount equal to ten percent (10%) of the total not to exceed amount of the Contract (see Section 5 of the Contract). The parties acknowledge and agree that the aforementioned liquidated damages are not punitive and represent a fair and reasonable estimate of the amount to compensate MARTA in the event of a breach of delivery/schedule requirements set forth in the Contract.

8. DISPUTES. In the event a dispute arises between the Authority and the Contractor in the performance on this Contract, the MARTA’s Authorized Representative and the Contractor’s Authorized Representative shall expeditiously undertake, through direct, good faith negotiations to resolve the dispute or controversy. The nature of said controversy shall be documented in writing by the party initiating the negotiations. In the event the dispute cannot be resolved by those individuals within thirty (30) days after negotiations are undertaken, the dispute shall be referred to the Authority’s General Manager (or his/her designee) and the Contractor’s counterpart. If the dispute cannot be resolved by those parties within thirty (30) days of the dispute being brought to their attention, either yparty ma pursue any other remedy available under Georgia law. The Contractor shall continue to perform the Contract, unless otherwise instructed by the Authority, notwithstanding any dispute or claim that may arise concerning the compensation due the Contractor or either party's performance of or failure to perform any obligation hereunder.

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9. TERMINATION FOR CONVENIENCE. MARTA shall have the right to terminate this Contract without cause at any time during the term of this Contract by giving written notice to Contractor at least ninety (90) days prior to the date such termination is to be effective. In the event of a termination by MARTA for convenience, Contractor shall be paid for (a) all services and equipment satisfactorily performed/provided to and accepted by MARTA through the effective date of termination, (b) all materials, equipment and supplies that, on the date the Contractor receives said termination notice, have actually been ordered specifically to be incorporated or installed in the work contemplated by this Contract, and orders for which the Contractor cannot legally cancel, provided that in the case of orders that can be canceled subject to a cancellation charge or penalty the Contractor shall be entitled only to the amount of such charge or penalty. All materials, equipment, supplies and other goods for which the Contractor is paid shall be delivered to MARTA (or otherwise disposed of as MARTA directs). Payments under Section 9(a) of the Contract shall be based on the Contract prices therefor, including Contractor’s allowance in such prices for overhead and profit. The Contractor shall not be entitled to any general administrative or overhead costs with respect to any other payments under this Section 9 or to anticipated profits with respect to any work terminated pursuant to this Section.

10. EFFECT OF TERMINATION. Unless otherwise provided herein, termination of this Contract (or a suspension that lasts in excess of fifteen [15] months), in whole or in part and for any reason, shall not affect: (a) any liabilities or obligations of either Party arising before such termination or out of the events causing such termination; or (b) any remedies to which a Party may be entitled under this Contract, at law or in equity, including without limitation, MARTA’s ability to seek remedy by redeeming/calling the Contractor’s bond(s). Upon termination of this Contract (or a suspension that lasts in excess of fifteen [15] months), Contractor shall immediately: (i) discontinue Services on the date and to the extent specified in the notice; (ii) inventory, maintain and turn over to MARTA all work, work in process, Work Product (hereinafter defined), licenses, equipment, materials, supplies, plant, tools, and property furnished by Contractor or provided by MARTA for performance of the terminated Services; (iii) comply with all other reasonable requests from MARTA regarding the terminated Services; and (iv) continue to perform in accordance with all of the terms and conditions of this Contract any portion of the Services that are not terminated. In the event of a termination of this Contract (except for a termination for convenience pursuant to Section 9 of this Contract), Contractor shall be paid for (a) all services and equipment satisfactorily performed/provided to and accepted by MARTA through the effective date of termination, (b) all materials, equipment and supplies that have actually been ordered specifically to be incorporated or installed in the work contemplated by this Contract, and orders for which the Contractor cannot legally cancel, provided that in the case of orders that can be canceled subject to a cancellation charge or penalty the Contractor shall be entitled only to the amount of such charge or penalty. All materials, equipment, supplies and other goods for which the Contractor is paid shall be delivered to MARTA (or otherwise disposed of as MARTA directs). Payments under Section 10(a) of the Contract shall be based on the Contract prices therefor, including Contractor’s

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allowance in such prices for overhead and profit. The Contractor shall not be entitled to any general administrative or overhead costs with respect to any other payments under this Section 10 or to anticipated profits with respect to any work terminated pursuant to this Section.

11. SUSPENSION OF SERVICES. MARTA may suspend at any time, by written notice to Contractor, the performance of all or any portion of the Services for any amount of time. Upon receipt of a suspension notice, Contractor must, unless the notice requires otherwise, immediately (a) discontinue suspended Services on the date and to the extent specified in the notice, (b) place no further orders or subcontracts for materials, services or facilities with respect to suspended Services, (c) cease advertising to the public as a provider of the suspended Service(s) and (d) take any other reasonable steps to minimize costs associated with the suspension.

12. MARTA’S RIGHT TO REVIEW AND REJECT. The Authority shall have the right to make inspections and tests, at any reasonable time and place, and in any reasonable manner, and to reject equipment, supplies, or other goods on the basis of such inspection or test, but shall have no obligation to accept or to reject any equipment, supplies, or other goods until they have been delivered. If any inspection or test is made by the Authority on the premises of the Contractor or of a sub‐supplier, the Contractor, without additional charge, shall provide all reasonable facilities and assistance for the safety and convenience of the Authority's inspectors in the performance of their duties. Any Service, Work Product or other document or item to be submitted or prepared by Contractor hereunder shall be subject to the review of MARTA Authorized Representative in accordance with the terms of this Contract. The MARTA Authorized Representative may disapprove, if in MARTA Authorized Representative’s sole opinion, the Work Product, Service, document, or item is not in accordance with the requirements of this Contract or is unsuited in any way for the purposes for which the Work Product, Service, document, or item is intended or is deemed unsuitable for MARTA purposes by MARTA Authorized Representative. If any of the said items or any portion thereof are so disapproved, Contractor shall revise the items until they meet the approval of MARTA Authorized Representative. However, Contractor shall not be compensated under any provision of this Contract for repeated performance of such disapproved items.

13. WARRANTY. The Contractor guarantees and warrants that the equipment, materials and labor furnished or performed under this Contract shall be free from defects in design, material and workmanship and shall function in conformity with the Contract as set forth in Exhibit B, Section 13 of this Contract.

14. AUDIT AND INSPECTION.

(a) Contractor will provide to MARTA, and any entity designated by MARTA, access to Contractor Employees and to Contractor’s offices and property for the purpose of performing audits and inspections of Contractor, Contractor Employees and/or any of

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the relevant information relating to the Services and this Contract. Such audits, inspections and access may be conducted to: (a) verify the accuracy of charges and invoices; (b) examine Contractor’s performance of the Services; (c) monitor compliance with the terms of this Contract, including, without limitation, compliance with DEO policies; and (d) any other matters reasonably requested by MARTA. Contractor shall provide, at no additional cost, full cooperation to MARTA and its designated entities in connection with audit functions and examinations by regulatory authorities. All audits and inspections will be conducted during normal business hours (except with respect to Services that are performed during off‐hours). Contractor shall promptly respond to and rectify the deficiencies identified in and implement changes suggested by any audit or inspection report.

(b) If any audit or inspection of charges, invoices or Services reveals that MARTA has overpaid any amounts to Contractor, Contractor shall immediately refund such overpayment and Contractor shall also pay to MARTA interest on the overpayment amount at the rate of one and one‐half percent (1.5%) per month (or such maximum rate permissible by applicable law, if lower) which shall begin accruing from the date the overpayment was made until the date the overpayment is refunded to MARTA by Contractor. Additionally, Contractor acknowledges and agrees that MARTA may deduct such amounts due from future invoices until all overpaid amounts (including, interest thereon) are repaid in full.

(c) Until the later of: (a) five (5) years after expiration or termination of this Contract; (b) the date that all pending matters relating to this Contract (e.g., disputes) are closed or resolved by the Parties; or (c) the date such retention is no longer required to meet MARTA’s records retention policy or any record retention policy imposed by applicable law, if more stringent than MARTA’s policy, Contractor will maintain and provide access upon request to the records, data, documents and other information required to fully and completely enable MARTA to enforce its audit rights under this Contract.

15. CONFLICTS OF INTEREST; PROHIBITED INTERESTS.

(a) Conflicts of Interest. The Contractor agrees to execute and return the Certification of No Conflict of Interest attached hereto as Exhibit E and to comply with MARTA’s Code of Ethics and Standards of Conduct (available on‐line at www.itsmarta.com). Contractor shall immediately notify MARTA in writing, specifically disclosing any and all potential or actual conflicts of interests, which arise or may arise during the execution of its work in the fulfillment of the requirements of the Contract whether or not MARTA has identified such conflict of interest. MARTA shall make a written determination as to whether a conflict of interest actually exists and the actions to be taken to resolve the conflict of interest, which may include termination of this Contract or the suspension of Services.

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(b) Prohibited Interests. The Contractor undertakes, represents, and warrants that none of the following persons, during his tenure or for one year thereafter, has or will have any interest, direct or indirect, in the Contract or in any part of the proceeds hereof: members of MARTA's Board of Directors; officers or employees of MARTA (or former employees of MARTA who within the preceding twelve month period have been a MARTA employee), or of any representative of MARTA in the administration of the Contract; members of or delegates to the United States Congress or to the Georgia legislature; and members of the governing body, and all other officers or employees of MARTA, City of Atlanta or the Counties of Clayton, Cobb, DeKalb, Fulton or Gwinnett, Georgia.

16. INSURANCE REQUIREMENTS. Contractor shall comply with the insurance and bonding requirements set forth on Exhibit D at Contractor’s expense. Coverages shall be secured through insurers and under forms of policies acceptable to MARTA. Contractor further agrees that its obligation to indemnify and hold harmless MARTA Indemnitees will not be limited to the limits or terms of Contractor’s liability insurance, if any, required under this Contract. The certificate(s) of insurance are subject to MARTA’s prior written acceptance and must be submitted within ten (10) calendar days after receipt of the Administrative Notice to Proceed. The Notice to Proceed shall not be issued until a properly executed certificate of insurance is received and accepted by the Authority.

17. INDEMNIFICATION.

(a) Contractor shall indemnify, defend (with counsel approved by MARTA) and hold MARTA, its agencies and its respective officers, directors, employees, advisors, and agents, successors and permitted assigns (collectively, the “MARTA Indemnitees”) harmless from and against any losses, liabilities, damages, demands, actions, administrative/regulatory proceedings or claims, and all related costs (including, without limitation, reasonable legal fees and costs of investigation, litigation, settlement, judgment, interest and penalties) arising from claims or actions based upon:

(i) Contractor or Contractor’s subcontractors, agents or employees’ performance, non‐performance or breach of this Contract;

(ii) any actual, alleged, threatened or potential violation of any applicable laws by Contractor or Contractor’s subcontractors, agents or employees, to the extent such claim is based on the act or omission of Contractor or any person acting for, in the name of, eat th direction or supervision of or on behalf of Contractor;

(iii) death of or injury to any individual caused, in whole or in part, by the tortious conduct of Contractor or any person acting for, in the name of, at the direction or supervision of or on behalf of Contractor; dan

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(iv) damage to, or loss or destruction of, any real or tangible personal property caused, in whole or in part, by the act or omission of Contractor or any person acting for, in the name of, at the direction or supervision of or on behalf of Contractor.

(b) The obligations undery an of Contractor’s indemnities in favor of MARTA shall be paid by Contractor as they are incurred by MARTA and/or the Contractor. The indemnities set forth in this Contract are binding on Contractor and Contactor’s successors, assigns or heirs and shall survive the expiration or earlier termination of this Contract. The parties acknowledge and agree that if any part of any indemnity is found to conflict with applicable laws, such part shall be unenforceable only insofar as it conflicts with said laws, and that the indemnity shall be judicially interpreted and rewritten to provide to the broadest extent possible an indemnification in favor of MARTA that is legally allowed and shall be legally binding upon Contractor. The Contractor’s indemnification obligation set forth in this Section 17 shall not extend to circumstances where the injury, death or damage is caused solely by the negligent acts, errors or omissions of MARTA or MARTA’s officers, employees, agents or consultants.

(c) Except for third party claims for injury, death or property damage, the Contractor’s total aggregate liability under the contract whether based upon contract, tort (including negligence and strict liability) or otherwise, shall in no event exceed one hundred percent (100%) of the Total Contract Value. Notwithstanding anything to the contrary contained in this Section 17(c), the limits set forth herein shall not apply in the event that MARTA elects to proceed against the surety or sureties on any payment and/or performance bond required by the Contract for the satisfaction of damages incurred.

18. LIMITATION Y.OF LIABILIT

(a) The maximum aggregate liability of MARTA hereunder is limited to the total of all fees due and payable during the then current year and immediately preceding year under the Contract. MARTA will not be liable or responsible to Contractor for any loss(es), damage(s) or expense(s) that Contractor may sustain or incur if either the quantity or character of services to be provided by MARTA, if any, is changed or is no longer available or is no longer suitable for Contractor’s requirements. MARTA will not be liable or responsible to Contractor for any loss(es), damage(s) or expense(s) arising out of, resulting from, relating to or concerning, directly or indirectly, acts of terrorism, including, but not limited to, loss(es), damage(s) or expense(s) sustained or incurred by Contractor as a result of:

(i) a change in MARTA’s or Contractor’s business resulting from such terrorist acts;

(ii) the enactment of laws responding to or concerning terrorist acts; or

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(iii) any other detrimental effect upon Contractor or its business resulting from such terrorist acts.

(b) Neither Contractor nor MARTA shall be liable to the other party by way of indemnity or by reason of any breach of this Contract or of statutory duty or by reason of any liability (excluding damages due to any delay in Contractor’s performance under this Contract) for loss of profit, loss of subsidy, loss of production, loss of any tax benefit, financing costs, or for any financial or economic loss or for any indirect or consequential damage or loss whatsoever that may be suffered by MARTA, Contractor or any third party, respectively.

19. WORK PRODUCT.

(a) Except as otherwise expressly provided in this Contract, all reports, information, data, specifications, computer programs, technical reports, operating manuals and similar work or other documents, deliverables, and other work product prepared or authored by Contractor or any of its subcontractors for MARTA under this Contract, and all intellectual property rights associated with the foregoing items (collectively, the “Work Product”) shall be and remain the sole and exclusive property of the party creating such Work Product. Contractor solely (and not any of its subcontractors/sub‐ suppliers) grants MARTA a non‐exclusive, perpetual, worldwide, paid‐in‐full, royalty‐free license to all Work Product developed for or not exclusively developed for MARTA (and owned by Contractor) under this Contract.

(b) If any of the Work Product is determined not to be a work made for hire, Contractor assigns to MARTA, worldwide and in perpetuity, all rights, including proprietary rights, copyrights, and related rights, and all extensions and renewals of those rights, in and to the Work Product. If Contractor has any rights to the Work Product that cannot be assigned to MARTA, Contractor unconditionally and irrevocably waives the enforcement of such rights and irrevocably grants MARTA (during the term of such rights) an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid and royalty‐free license, with rights to sublicense through multiple levels of sub‐licensees, to reproduce, make, have made, create derivate works of, distribute, publicly perform and publicly display by all means, now known or later developed, such rights.

(c) Reserved.

(d) Reserved.

20. CONTRACTOR REPRESENTATIONS AND WARRANTIES. As of the Effective Date and continuing throughout the Term, Contractor represents and warrants to MARTA that:

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(a) Authority. Contractor is duly incorporated or formed, validly existing and is in good standing under the laws of the state in which it is incorporated or formed, and is in good standing in each other jurisdiction (including, without limitation, the State of Georgia) where the failure to be in good standing would have a material adverse effect on its business or its ability to perform its obligations under this Contract. Contractor has all necessary power and authority to enter into and perform its obligations under this Contract and within the State of Georgia, and the execution and delivery of this Contract and the consummation of the transactions contemplated by this Contract have been duly authorized by all necessary actions on its part. This Contract constitutes a legal, valid and binding obligation of Contractor, enforceable against it in accordance with its terms. No action, suit or proceeding in which Contractor is a party that may restrain or question this Contract or the provision of Services by Contractor is pending or threatened.

(b) Professional Standards. The Work will be performed in a professional and workmanlike manner in accordance with the best industry standards and the professional standards used in well managed operations similar to the operations manufacturing passenger transit rail car rail cars and related equipment/supplies. Unless otherwise specified in the Contract, all equipment, goods, and supplies, and all parts and components thereof, delivered toe th Authority shall be new, free of damage or defects, and shall not be of such age or so deteriorated as to impair their usefulness or safety.

(c) Materials and Equipment. Any equipment or materials provided or used by Contractor shall be of merchantable quality and fit for the purposes for which they are intended. Further, Contractor shall maintain any equipment or materials provided or used by Contractor in good working order, in compliance with the best industry practices, all applicable laws and the Scope of Work.

(d) Intellectual Property Rights. None of the processes or procedures utilized by Contractor to fulfill its obligations hereunder, nor any of the materials and methodologies used by Contractor in fulfilling its obligations hereunder, nor any of the Services shall infringe any third party’s intellectual property rights or privacy, publicity or other rights.

21. GEORGIA OPEN RECORDS ACT. Information provided to MARTA is subject to disclosure under the Georgia Open Records Act, as amended from time to time (“GORA”). PURSUANT TO O.C.G.A. § 50‐18‐72(A)(34), an entity submitting records containing trade secrets that wishes to keep such records confidential under this paragraph shall submit and attach to the records an affidavit affirmatively declaring that specific information in the records constitute trade secrets pursuant to Article 27 of Chapter 1 of Title 10 [O.C.G.A § 10‐1‐760 et seq.].

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22. ILLEGAL IMMIGRATION REFORM AND ENFORCEMENT ACT. This Contract is subject to the Illegal Immigration Reform and Enforcement Act of 2011 (“Act”). Pursuant to Act, Contractor must actively participate in the E‐Verify Program established by the United States Department of Homeland Security to verify the work authorization status of Contractor’s employees for the duration of this Contract. For the entire Term of this Contract, Contractor must comply with the Act (O.C.G.A. 13‐10‐90 et seq.), as it may be amended from time to time, including but not limited to, obtaining affidavits from Contractor’s subcontractors and sub‐subcontractors demonstrating their participation in the E‐Verify Program for the duration of their contract with Contractor. Contractor shall further include the obligation to obtain affidavits demonstrating E‐Verify participation in its subcontracts with all of Contractor’s subcontractors and sub‐subcontractors that perform all or part of the Services in this Contract. It is not the intent of this section to provide detailed information or legal advice concerning the Act. Contractor is responsible to independently appraise itself of and comply with the requirements of the Act and to assess its effect on MARTA contracts and its participation in those contracts. For additional information on the E‐Verify program or to enroll in the program, go to https://e‐ verify.uscis.gov/enroll.

23. GENERAL.

(a) Notices. Any notices required or permitted by this Contract shall be in writing and sent to the respective Party at the address on page one (1) of this Contract, and if to MARTA, a copy to the head of Contracts, Procurement & Materials at 2424 Piedmont Road NE, Atlanta, Georgia, 30324, and shall be deemed delivered: (a) when delivered by hand or courier or by overnight delivery with signature receipt required; (b) when sent by facsimile with a copy sent by another means specified in this Section; or (c) three (3) days after the date of mailing by United States certified mail, return receipt requested with all postage prepaid. Any Party may change its address for communications by notice in accordance with this Section.

(b) Waiver. Any waiver by either Party or failure to enforce their rights under this Contract shall be deemed applicable only to the specific matter and shall not be deemed a continuing waiver or failure to enforce any other rights under this Contract, and this Contract shall continue in full force and effect as though such previous waiver or failure to enforce any rights had not occurred. No supplement, modification, amendment, or waiver of this Contract will be binding on MARTA unless executed in writing by MARTA’s Authorized Representative.

(c) Assignment. Neither this Contract, nor any rights or obligations under it, may be assigned, encumbered, licensed or subcontracted in any manner by Contractor without the prior written consent of MARTA’s General Manager (or his/her designee), and any attempt to do so without such written consent shall be void ab initio. MARTA’s General Manager (or his/her designee) may grant or deny consent to assign,

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subcontract, license or encumber this Contract or the Services in his/her sole discretion.

(d) Severability. In the event that any provision of this Contract is declared invalid, unenforceable or unlawful, such provision shall be deemed omitted and the remainder of this Contract shall not be affected and shall continue to be enforceable to the greatest extent under applicable law. Any provision of this Contract which contemplates performance or observance subsequent to any termination or expiration of this Contract or which must survive in order to give effect to its meaning, shall survive the expiration or termination of this Contract.

(e) Independent Contractor. Contractor is an independent contractor of MARTA and nothing in this Contract shall be deemed to constitute Contractor and MARTA as partners, joint venturers, or principal and agent, or be construed as requiring or permitting the sharing of profits or losses. Neither party has the authority to represent or bind or create any legal obligations for or on behalf of the other party.

(f) Entire Contract. This Contract and any exhibits or addenda attached hereto or referenced herein shall comprise the entire agreement of the parties relating to the subject matter hereof and supersedes all previous communications, representations, or agreements (oral or written) between the parties with respect to such subject matter. This Contract may only be amended or modified by a writing executed by each party’s authorized representative and each such writing shall be deemed to incorporate all of the Contract Documents, except to the extent that MARTA is authorized under this Contract or applicable law to issue unilateral changes to this Contract. CONTRACTOR MAY NOT UNILATERALLY AMEND OR MODIFY THIS CONTRACT BY INCLUDING PROVISIONS IN ANY BUSINESS FORMS, WHICH SHALL BE DEEMED OBJECTED TO BY MARTA AND OF NO FORCE OR EFFECT. No presumption of any applicable law relating to the interpretation of contracts against the drafter shall apply to this Contract.

(g) Gender, Exhibits and Attachments and Time. Words of any gender used in this Contract shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, unless the context otherwise requires. All exhibits, appendices, attachments, riders and addenda referred to in this Contract are incorporated into this Contract and made a part hereofl for al intents and purposes and Contractor shall comply with all the terms and conditions contained therein. Time is of the essence with regard to each provision of this Contract. If Contractor is other than a natural person, Contractor shall deliver to MARTA such legal documentation as MARTA may request to evidence the authority of those signing this Contract to bind Contractor.

(h) Suspension of Work during Alerts Issued under the National Terrorism Advisory Service (NTAS). When the Secretary of Homeland Security announces an alert

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under the National Terrorism Advisory Service (NTAS), whether such alert is issued publically or otherwise, MARTA shall have the right to suspend or delay completion of work under this Agreement and take additional action as MARTA deems necessary to secure MARTA's facilities as follows:

(i) Elevated Threat Alert: MARTA shall have the right to delay or suspend work, as determined in its sole discretion, monitor all work areas and Contractor's personnel and equipment entering work areas until such alert expires.

(ii) Imminent Threat Alert: MARTA shall have the right to suspend all work, as determined in its sole discretion, and to restrict or deny access to work areas until such alert expires.

MARTA shall provide notice to Contractor, as soon as is practicable, of the receipt of a NTAS Alert and the effect such alert will have upon the work of Contractor. To facilitate the provision of such notice, Contractor is required to provide MARTA with emergency contact information in the form of cell phone numbers, facsimile numbers and e‐mail addresses to which such notices may be forwarded, and to keep said numbers current. Notice or attempted notice given to the most recent points of contact shall be deemed to be sufficient notice to Contractor that work shall be delayed or suspended in accordance with this paragraph. In the event of any such delay or suspension of work required under this paragraph, Contractor shall be entitled to additional compensation under this Agreement. In the event of a delay or suspension, the part of the Work affected by the delay or suspension shall be extended for a period equal to the delay or suspension plus a period, if any, that in the opinion of Contractor, following consultation with MARTA and the FTA, is necessary for Contractord an MARTA to carry out the Work.

Should the Federal Transit Administration (“FTA”) or the Secretary of Homeland Security adopt a different method of identifying threats to homeland security, or if the FTA or the Secretary of Homeland Security adopt rules binding upon the Authority for the suspension of work which differ from those set forth herein, the parties hereto agree to modify this Agreement by written agreement of the parties to reflect such changes.

(i) Drug‐Free Workplace Policy. Contractor acknowledges that pursuant to the Federal Drug‐Free Workplace Act of 1989, the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited on MARTA property or in the performance of any of the Services. The Federal government published 49 CFR Part 32, "The Drug‐Free Workplace Act of 1988", which required the establishment of drug‐free workplace policies and the reporting of certain drug‐ related offenses to the FTA. MARTA maintains compliance with this Act and all personnel conducting business on MARTA property are subject to MARTA's drug‐free workplace policy guidelines.

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(j) Identification of Personnel Security. The Contractor acknowledges and agrees that MARTA may at any time require the Contractor to provide (at Contractor’s sole expense) personnel who enter upon MARTA’s property with distinctive identification badges showing the employer’s name, employee’s name, employee’s photograph, employee’s job title, and any employee identification number assigned to such employee by Contractor. All of Contractor’s personnel shall display these badges prominently upon their persons while on MARTA property. MARTA will only allow properly certified personnel of the Contractor on MARTA’s property. MARTA shall have the right to require Contractor to conduct background checks on the Contractor’s employees and to remove from MARTA’s property any employee MARTA considers incompetent, careless, or who constitutes a security risk or safety hazard. The Contractor’s personnel must have all appropriate documentation, as determined by MARTA’s project manager, on their person to gain access to MARTA’s property.

(k) Usufruct. To the extent MARTA granted Contractor the right to use any real property owned by MARTA, all of Contractor’s rights hereunder constitute a usufruct, which is not subject to levy or sale. No estate shall pass out of MARTA.

(l) Attorneys’ Fees. If either party should bring any action under this Contract against the other party, then non‐prevailing party agrees in each and any such case to pay to the prevailing party all costs, including, but not limited to, court costs and reasonable attorneys’ fees, incurred by the prevailing in connection therewith after a final non‐ appealable judgement is entered.

(m) Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Georgia without regard to its choice of law principles. The Parties hereby submit and consent to the exclusive jurisdiction of the Superior Courts of Fulton County, Georgia or in the United States District Court for the Northern District of Georgia and irrevocably agree that all actions or proceedings relating to this Contract will be litigated in such courts, and each of the Parties waives any objection which it may have based on improper venue or forum non conveniens to the conduct of any such action or proceeding in such court.

(n) Force Majeure. Neither Party shall be deemed to be in breach of this Contract by reason of a failure to perform any of its obligations hereunder to the extent that such failure is caused by strike or labor troubles, riots, rebellion, terrorist attack, insurrection, invasion, war, action or interference of governmental authorities (other than MARTA), acts of God, or any other cause whether similar or dissimilar to the foregoing which is reasonably beyond the control of the Parties (collectively “Force Majeure Event”). If either Party claims the occurrence of a Force Majeure Event, such Party must promptly (i.e., within five (5) days of the Force Majeure Event) give notice to the other of the existence of such Force Majeure Event, the nature and extent thereof, the obligation hereunder affected thereby and the actions to be taken to

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abate or terminate such event. In no event shall the failure to pay any amount (or have the ability to pay any amount) be deemed a Force Majeure Event under this Contract.

(o) Use of MARTA’s Name. The Contractor shall not refer to MARTA or use MARTA's name for purposes of advertising or public relations without MARTA's prior written consent, which may be granted or withheld in MARTA’s sole discretion. Any such reference or use shall be strictly factual, and shall not in any way imply that MARTA endorses Contractor or the services Contractor provides.

24. SUSPENSION AND DEBARMENT.

(a) This Contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Contractor is required and agrees to provide a debarment and suspension certification containing information about the debarment and suspension status of itself, its principals (as defined at 49 CFR 29.995) or its affiliates (as defined at 49 CFR 29.995), are excluded or disqualified (as respectively defined at 49 CFR 29.940 and 29.945). The Contractor agrees that it shall refrain from entering into any contract of any amount to a debarred or suspended subcontractor, and to obtain a similar certification from any subcontractors, seeking a contract exceeding $25,000.00. Contractor agrees to and assures its subcontractors and other participant at any tier of the underlying Contract will review the “Excluded Parties Listing System” at www.sam.gov before entering into any agreement or other arrangement in connection with the underlying Contract.

(b) The certification(s) contained or referenced in this Section is a material representation of fact upon which reliance will be placed when this Contract is entered into. If it is later determined that the Contractor knowingly rendered an erroneous certification, in addition to other remedies available to the Federal government, the Authority may pursue available remedies, including suspension and/or debarment. The Contractor agrees to comply with the requirements of 49 CFR 29, Subpart C, throughout the term of the Contract. The Contractor shall provide immediate written notice to the Authority if at any time the Contractor learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

(c) Contractor also agrees to include the requirements set forth in this Section in each subcontract exceeding $25,000.00 financed in whole or in part with Federal assistance provided .by FTA

25. ADA ACCESS. The Contractor agrees to comply with 49 U.S.C. § 5301(d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The Contractor also agrees to comply with all applicable provisions of section 504 of the

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Rehabilitation Act of 1973, as amended, with 29 U.S.C. § 794, which prohibits discrimination on the basis of disability; with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be made available to individuals with disabilities; and with the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities; and with other laws and amendments thereto pertaining to access for individuals with disabilities that may be applicable. In addition, the Contractor agrees to comply with applicable implementing Federal regulations any later amendments thereto, and agrees to follow applicable Federal directives except to the extent FTA approves otherwise in writing.

26. CONFORMANCE WITH NATIONAL INTELLIGENT TRANSPORTATION SYSTEM (ITS) ARCHITECTURE. To the extent applicable, the Contractor agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA‐LU § 5307(c), 23 U.S.C. § 512 note, and follow the provisions of FTA Notice, “FTA National ITS Architecture Policy on Transit Projects,” 66 Fed. Reg. 1455 et seq., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing.

27. EXECUTION OF CONTRACT. This Contract will not become binding on MARTA and MARTA will incur no liability under it until it has been duly executed by Contractor, returned to MARTA with all required submittals, including insurance and bonding, executed by MARTA’s authorized signatory and delivered to Contractor.

[Signature Page Follows] [Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties, by and through their authorized representatives, have executed this Contract as of the Effective Date.

MARTA: METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY

Keith T. Parker General Manager/CEO

Approved as to legal form:

Counsel, Metropolitan Atlanta Rapid Transit Authority

CONTRACTOR:

Print Name: Title:

ATTEST:

Print Name: Title:

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EXHIBIT A STATEMENT OF WORK

This Exhibit A of the Contract contains each of the following documents and any other document referenced or incorporated herein by reference:

Attachment A contains the following:

1. Lighting System Retrofit Scope of Work

Attachment B contains the following:

2. Materials and Workmanship

Attachment C contains the following MARTA maintenance manuals:

1. CQ310 Maintenance Manuals a. Illustrated Parts Catalogues b. Light Maintenance Manuals c. Heavy Maintenance Manuals 2. CQ311 Maintenance Manuals a. Illustrated Parts Catalogues b. Light Maintenance Manuals c. Heavy Maintenance Manuals

Attachment D contains the following CQ310 and CQ311 OEM Test Procedures (Rehabilitation Test Procedures):

1. Car On‐Site Acceptance Test Procedure

Attachment E contains the following MARTA Modification Procedures, Drawings, and Representative Photographs:

1. Procedures a. P‐1342‐310‐311 – 310‐311 Cab Circuit Wiring Modification Procedure b. P16‐8046 – 310‐311 Cab Circuit Wiring Modification Kit Procedure ‐ Backshop c. 310‐311‐312‐P‐1300 – 310‐311‐312 Truck Channel Kit Installation Procedure d. P14‐8018 – 311 Parking Brake Bracket and Doubler Plate Installation Procedure e. P16‐8047 – CQ311/312 Truck Frame Diagonal Brace Installation Procedure f. P14‐8022‐310‐311 – CQ310 / CQ311 CCLU Open Speed Sensor Detection Modification g. 310‐311‐P1205 – CQ310/311 LS1 – LS4 Schaltbau Door Switch Replacement Procedure h. P15‐8033 – 310‐311‐312 TransTech Ground Brush Box Installation Procedure

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i. P15‐8036 – CQ310‐CQ311‐CQ312 Dynapar Encoder onto Traction Motor Installation Procedure j. P16‐8044 – CQ310/311 Non‐Critical Relay Panel KAUX2 Relay Replacement and External Varistor Installation Modification k. 311‐P‐1050 – CQ311 Operator Seat Support Plate 2. Drawings a. 311‐D‐573 – Parking Brake Doubler Plate b. D14‐4021 – Parking Brake Bracket Assembly c. SNA‐KI‐0185L‐2011 – MARTA – Kit – LS1 and LS4 Assembly – Left Side d. SNA‐KI‐0185R‐2011 – MARTA – Kit – LS1 and LS4 Assembly – Right Side e. D76‐062504 – Asbestos Abatement f. SK‐06‐23‐04‐MJB – MARTA Asbestos Abatement Sketch g. MQ3100910‐004 – Transit Vehicle Standard Wheel Section h. D‐0000‐428 – Wheelset Assembly 3. Photographs a. Representative photograph of flooring damage b. Representative photograph of CQ310 seat fiberglass end cap damage

Attachment F contains the MARTA Quality Assurance Conditions.

Attachment G contains the MARTA Quality Assurance Plan.

Attachment H contains the MARTA Decal Design.

Attachment I contains the Carbody Structural Inspection Scope of Work.

Attachment J contains Delaware Car Company Structural Analysis of CQ310 Cars, February 2002.

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General Description

A. General Rail Car Life Extension Program Objectives

The intention of the work to be performed is to extend the life of up to 118 rail cars called and referred to as CQ311 rail cars, and up to 94 rail cars called and referred to as CQ310 rail cars for a period of seven years in revenue operation after MARTA acceptance of rail cars, such acceptance as defined in Item 14 of this Exhibit. All work shall be performed in accordance with the Contract.

The general objectives of this Rail Car Life Extension Program include, but are not limited to, the items listed below. The Contractor must take the following into consideration throughout the execution of all aspects of its work:

(a) To extend the service life of these rail cars by a minimum of seven years (b) To improve service availability of rail cars and to thus reduce passenger crowding (c) To improve service by reducing in‐service breakdowns (d) To improve rail car reliability (e) To reduce maintenance costs (f) To reduce unscheduled repairs

B. Work to Be Performed

The work to be performed, broadly referred to as The Work, is described in the numbered sections below covering the following topics:

(a) Carbody (b) Couplers and Draft Gear (c) Trucks and Suspension (d) Auxiliary Electrical System (Rolls Royce) (e) Auxiliary Electrical System (Transtechnik) (f) Propulsion and Dynamic Brake (g) Power Collection (h) Friction Brake and Air System (i) Cab Signal and ATC (j) Communications (k) Automatic Door Control (l) Heating, Ventilation and Air Conditioning (m) Lighting (n) Controls and Diagnostics (o) Test Requirements

Sections 1 through 13 corresponds with the rail car rehabilitation maintenance manuals. Each chapter includes the following subsections:

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(a) Inspection, Functional and Operational Check (b) Lubrication and Servicing (c) Discard and Replace in Kind (d) Restore to Original Equipment Manufacturer Requirements (e) Design Upgrade

As part of Attachment C, MARTA is providing the railcar rehabilitation maintenance manuals that include the procedures for the rail car equipment for each of the intervals noted above. While some of this work can be completed with the equipment on the rail car, the Contractor shall not assume that the work can be done without equipment removal. With the exception of the Auxiliary Power Supply Equipment (APSE), the scope of work for each section is applicable to both the CQ310 and CQ311 rail cars with the understanding that the wiring and rail carbody attachment points might be different between the rail car types.

Any use of a singular component name shall represent the scope of work for all instances of that component on the rail car. Throughout this Contract, MARTA has provided part number references for superseded equipment, should the parts referenced include obsolete equipment the Contractor shall submit an alternate product for MARTA’s prior written approval.

Each repair procedure developed to perform work under this Contract must be submitted for MARTA approval. In addition, any MARTA provided procedures modified by the Contractor shall be submitted for MARTA approval. No work shall commence on the rail car/married pair prior to MARTA’s written approval.

All work performed under this Contract shall meet the Materials and Workmanship Requirements set forth in this Contract (see Attachment B).

The Contractor shall update the documentation provided in Attachment C to incorporate all design upgrades, including the MARTA supplied procedures.

Section 1 – Carbody

A. Introduction

This section describes the scope of work for the life extension of the carbody design, performance, and test requirements for the system. The work to be performed by the Contractor is described below.

MARTA is aware that the CQ310 rail cars contains asbestos in the carbody sound deadening material on the inside of the carshell and the front end mask. There could be other areas of which MARTA is not now aware. During a prior rehabilitation, selected areas of the CQ310 A and B rail cars underwent an abatement program where approximately 22 ft of the sound deadening material was removed. Drawings D76‐062504 and SK‐06‐23‐04‐MJB are provided as information

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to the work completed during the prior abatement program. At a minimum, there will be abatement required under this scope of work to complete the F‐end mask repair and the Hafco side door hanger upgrade. See Sections 1.E and 10.F. The Contractor shall perform its own independent assessment to determine if there are additional areas requiring abatement. Any additional asbestos found requiring abatement to perform work under this Contract, will be considered Unanticipated Work.

B. Inspection, Functional and Operational Check

The following components shall be inspected and checked for proper operation. If the component is found defective, the Contractor shall repair or replace the defective component in kind to meet or exceed Original Equipment Manufacturer (OEM) specifications. During the Joint Release Inspection (Section 14, B), items (b) through (k) below shall be inspected and MARTA will identify items to be repaired or replaced for each rail car. Repairs or replacements for items (b) through (e) shall be considered Unanticipated Work and compensated as such under Line Item 4.0 Unanticipated Work Allowance in the Bid Summary Form of Form 3 – Bid Form, Bid Summary.

Repairs or replacements for items (f) through (k) also shall be categorized as Unanticipated Work but shall be compensated under Line Item 3.0 – Carbody Repairs Allowance in the Bid Summary Form of Form 3 – Bid Form. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) The Contractor shall perform a carbody structural inspection and analysis on one CQ310 and CQ311 car supplied by MARTA, in accordance with Attachment I, to confirm there are no structural anomalies or conditions that would disqualify the rail cars from the Life Extension Program on the MARTA system of ten (10) years (b) Cabinet Hinges and Locks (c) Door and Panel Hinges, Locks and Latches (d) Cut‐outs and Bypass Switches (e) All rail car interior decals (f) Hex drive panel locks (g) F‐End Mask (h) CQ311 Operator’s seat base carbody attachment (MARTA Procedure 311‐P‐1050) (i) Passenger seats (j) Fiberglass end cap (k) Flooring

C. Lubrication and Servicing

This section is not applicable to the Carbody.

D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components:

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(a) F‐end door seals (b) All relays on critical and non‐critical relay panels (see below for KAUX2) (c) Hardware – replaced with new for any hardware removed during equipment overhaul or removing equipment from the rail car (d) Interior photo luminescent decals

E. Restore to Original Equipment Manufacturer Requirements

The following components, as a minimum, shall be rebuilt or remanufactured. The equipment shall be rebuilt using the latest OEM procedures and recommended parts. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Master Key Switch

F. Design Upgrade

(a) The Contractor shall abate asbestos containing materials from the areas required to perform the Hafco side door hanger upgrade (see Exhibit A, Section 10). (b) Contractor shall perform cab circuit wiring changes in accordance with MARTA procedures P‐1342‐310‐311 and P16‐8046 (c) Contractor shall replace the KAUX2 Relay on the non‐critical relay panel per MARTA procedure P‐16‐8044 (d) The Contractor shall add new livery decals as shown in Attachment H per the decal manufacturer’s instructions. The Contractor shall provide a detailed installation drawing for MARTA’s approval. The decal installation shall be presented at the Contractor’s facility for a First Article Inspection to be approved by MARTA. The decals shall be 3M‐180c or equivalent material. The existing decals shall be removed in all areas where new decals are being installed. All areas that new decals are being installed must be prepared per the decal manufacturer’s recommendations including any carbody imperfections requiring repair. The Contractor shall install the new rail car decals in accordance with the OEM installation requirements. Alternative methods of decal application/installation or removal must be approved in advance by MARTA. The following MARTA paint colors shall be used to match the colors for the decals:

(i) Orange – Pantone Process 151 C=0, M=67, Y=100, K=0 R=255, G=117, B=0 #FF7500

(ii) Yellow – Pantone 123 C=0, M=27, Y=84, K=0

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R=255, G=179, B=0 #FDBE43

(iii) Blue – Pantone Process Blue C=100, M=10, Y=0, K=10 R=0, G=140, B=204 #0092D0

(iv) MARTA BLACK: PANTONE – Black 6 C CMYK – C=0, M=0, Y=0, K=95 HEX: #0d0d0d

(v) Silver – Pantone Process 420c C=19, M=15, Y=16, K=0 R=204, G=204, B=204 HEX: #CCCCCC

The artwork for the “MARTA” and “METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY” decals are set forth on Attachment H attached hereto and incorporated herein by this reference.

G. Testing

All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

Section 2 – Couplers and Draft Gear

A. Introduction

This section describes the scope of work for the life extension of the coupler and draft gear system, design, performance, and test requirements for the system. The work to be performed by the Contractor is described below. B. Inspection, Functional and Operational Check

The following components shall be inspected and checked for proper operation per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals. If a component is found defective, the Contractor shall repair or replace the defective component in kind to meet or exceed OEM specifications. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Radial Carrier Assembly (Intervals C and E)

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(b) Spring Carrier Assembly (c) Spring Centering Device (d) Rotary Coupler Unit Switch (e) Inter‐car Jumpers

C. Lubrication and Servicing

The following components shall be lubricated and serviced per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals.

(a) Radial Carrier Assembly (Intervals C and E) (b) Spring Carrier Assembly

D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components:

(a) Air Line Shut‐off Valve Assembly (b) 3/8 Inch Vented Cutout Valve Assembly (c) All hoses (d) Hardware – replaced with new for any hardware removed during equipment overhaul or removing equipment from the rail car

E. Restore to Original Equipment Manufacturer Requirements

The following components, as a minimum, shall be rebuilt or remanufactured. The equipment shall be rebuilt using the latest OEM procedures and recommended parts. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Mechanical Coupler Assembly (b) Electric Couplers (c) Semi‐Permanent Drawbar Assembly (d) Electro‐pneumatic Control Unit Assembly (e) Air Line Filter Assembly

Note: Anchor plates are match drilled to the carbody and must be returned to the original location.

F. Design Upgrade

This section is not applicable to the Couplers and Draft Gears.

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G. Testing

All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

Section 3 – Trucks and Suspension

A. Introduction

This section describes the scope of work for the life extension of the Trucks and Suspension system, design, performance, and test requirements for the system. The work to be performed by the Contractor is described below.

B. Inspection, Functional and Operational Check

The following components shall be inspected and checked for proper operation per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals. If the assembly is found defective, the Contractor shall repair or replace the defective component in kind to meet or exceed OEM specifications. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) The Contractor shall perform fatigue testing, as a part of the base Contract, in accordance with Section 14, on one representative CQ310 truck to verify the trucks will provide an additional service life of 10 years. (b) The Contractor shall visually inspect the CQ310 truck frames for any structural deficiencies.

C. Lubrication and Servicing

The following components shall be lubricated and serviced per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals.

(a) Axle

D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components:

(a) Lateral Shock Absorber (b) Air Spring Assemblies (CQ310 only) (c) Transom Bearing (CQ310 only) (d) Radius Rod Bushing

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(e) Primary Suspension (f) Side Bearing Pad (g) Lateral Bump Stop (h) Hoses (i) Cable and Wiring (j) Cable Cleats and wire clamps (k) Hardware – replaced with new for any hardware removed during equipment overhaul or removing equipment from the rail car (l) Wheels

E. Restore to Original Equipment Manufacturer Requirements

Components listed for restoration under the truck system shall be restored under the Propulsion (Exhibit A, Section 5) and Friction Brake/Air (Exhibit A, Section 7) systems as appropriate.

F. Design Upgrade

(a) Replace the CQ311 High voltage cable raceways per MARTA procedure P‐1300 on 180 trucks. MARTA will identify the trucks to be upgraded on the outbound inspection. (b) Replace F‐End CQ311 truck parking brake hose bracket per MARTA procedure P14‐8018 (c) Apply CQ311 truck upstop arm plate per MARTA procedure P14‐8018 (d) Apply CQ311 truck diagonal braces (2 per truck) to 18 CQ311 trucks between the traction motor lower motor mount and the truck frame per MARTA procedure P16‐ 8047. (e) The following is a list of the eighteen (18) trucks needing gussets: (i) CQ311 F end trucks = S/N 205, 281, 321, 347, 369, 377, 403, 425, and 439 (total = 9) (ii) CQ311 R end trucks = S/N 182, 328, 336, 358, 372, 376, 398, 400, and 414 (total = 9) (f) Gear box ground brush dust weep hole addition (7/8”)

G. Testing

All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

Section 4A – Auxiliary Electrical System (Rolls Royce)

A. Introduction This section describes the scope of work for the life extension of the auxiliary electrical system, including design, performance, and test requirements for the system. The Rolls Royce APSE was supplied by Ansaldo Breda during the CQ312 / CQ311AC conversion programs and there are currently 116 of these units installed on CQ311 rail cars. The work to be performed by the Contractor is described below.

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B. Inspection, Functional and Operational Check

This section is not applicable to the Auxiliary Electrical System (Rolls Royce).

C. Lubrication and Servicing

This section is not applicable to the Auxiliary Electrical System (Rolls Royce).

D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components:

(a) Batteries (including temperature sensors, terminal strips and switches) (b) Hardware – replaced with new for any hardware removed during equipment overhaul or removing equipment from the rail car (c) Surge Arrester

E. Restore to Original Equipment Manufacturer Requirements

This section is not applicable to the Auxiliary Electrical System (Rolls Royce).

F. Design Upgrade

(a) The Contractor shall propose supplying, installing and testing 116 Transtechnik APSE on the CQ311 rail cars that currently have the Rolls Royce APSE installed. The proposed APSE shall be the upgraded version of the Transtechnik APSE currently installed on the 94 CQ310 and 4 CQ311 rail cars. The Transtechnik part number for the MARTA APSE is 38800. (b) The Contractor shall provide an automatic battery fill system.

G. Testing

All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

Section 4B – Auxiliary Electrical System (Transtechnik)

A. Introduction

This section describes the scope of work for the life extension of the auxiliary electrical system, including design, performance, and test requirements for the system. The Transtechnik APSE was supplied by Alstom during the CQ310 and CQ311 rehabilitation programs and there are currently 94 of these units installed on CQ310 rail cars and 4 installed on CQ311 rail cars. The work to be performed by the Contractor is described below.

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B. Inspection, Functional and Operational Check

The following components shall be inspected and checked for proper operation per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals. If the assembly is found defective, the Contractor shall repair or replace the defective component in kind to meet or exceed OEM specifications. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Converter (b) Charging System

C. Lubrication and Servicing

The following components shall be lubricated and serviced per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals.

(a) Heat Sinks (clean) (c) Choke Compartment (Clean) (d) Service Cover Ground Cables (Inspect and replace as required) (e) Service Cover Gaskets (Inspect and replace as required)

D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components:

(a) Batteries (including temperature sensors, terminal strips and switches) (b) Control Board Lithium Batteries (A701/704 and A703)* (c) Control Board Electrolytic Capacitors (A718, A415, A730, A103, A701/704, A711/714, A703, A405 and C720)* (d) Input Filter Capacitors (A301.1 and A302.0 / C01’s)* (e) Hardware – replaced with new for any hardware removed during equipment overhaul or removing equipment from the rail car (f) Surge Arrester

Note: The designations shown are for the board or module assembly as identified in the manuals where the components are located that requiring replacing

E. Restore to Original Equipment Manufacturer Requirements

(a) This section is not applicable to the Auxiliary Electrical System (Transtechnik) F. Design Upgrade

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(a) The Contractor shall provide an automatic battery fill system.

G. Testing

All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

Section 5 – Propulsion and Dynamic Brake

A. Introduction

This section describes the scope of work for the life extension of the propulsion and dynamic brake system, including design, performance, and test requirements for the system. The work to be performed by the Contractor is described below.

B. Inspection, Functional and Operational Check

The following components shall be inspected and checked for proper operation per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals. If a component is found defective, the Contractor shall repair or replace the defective component in kind to meet or exceed OEM specifications. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) High Speed Coupling (b) Braking Resistors (c) Propulsion Inverter Box (d) Propulsion Inverter Box Line Switch Compartment (e) Input Current Transducer (TD1) (f) Propulsion Blower Motor Starter Panel (g) Line Switch Isolation Modules (h) Current Transducer (TD2) (i) Line Reactor (j) IGBT Gate Drivers (k) Capacitor Discharge Switch (l) Propulsion Inverter Box Logic Compartment (m) Inverter (sealing) (n) Knife Switch Assembly

C. Lubrication and Servicing

The following components shall be lubricated and serviced per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals.

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(a) Knife Switch Assembly

D. Discard and Replace with New

The following components, as a minimum, shall be replaced in‐kind with new components:

(a) VCU Board Battery (b) Air Regulator (including hoses) (c) Line Filter Capacitors (d) Hardware – replaced with new for any hardware removed during equipment overhaul or removing equipment from the rail car (e) PBSV Relay (f) Relay Board Relays (including board mounted) (g) Solid State Isolation Modules

E. Restore to Original Equipment Manufacturer Requirements

The following components, as a minimum, shall be rebuilt or remanufactured. The equipment shall be rebuilt and tested using the latest OEM procedures and recommended parts. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Gear Units (b) Resilient Mounts (c) Ground Ring (refurbish per Bombardier recommendations) (d) Blower Motor Assembly (including Duct Assembly) (e) Line Switches (LS1 and LS2) (f) Isolation Switches (g) OLR Assembly (h) Truck Disconnect

F. Design Upgrade

(a) Ground Brush Assembly (Transtech #10033B1 supersedes Bombardier #4D03002G04) per MARTA procedure P15‐8033 (b) ATC Speed Sensor (Smith Systems, Inc., A261045 Rev. A) (c) Lower Traction Motor Mount (Vulcanite part number VP3060) (d) Addition of star washer to voltage divider terminal strips

Note: Ground brush assemblies are already complete on thirty‐two (32) CQ311 cars, and twelve (12) CQ310 cars.

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G. Testing

All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14. Section 6 – Power Collection

A. Introduction

This section describes the scope of work for the life extension of the Power Collection system, including design, performance, and test requirements for the system. The work to be performed by the Contractor is described below. Note that maintenance manual section 6 is not representative of the current power collection system configuration.

B. Inspection, Functional and Operational Check

This section is not applicable to the Power Collection system.

C. Lubrication and Servicing

This section is not applicable to the Power Collection system.

D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components:

(a) Replace the current collector assemblies (2 per truck) with new assemblies. (WABCO P/N 055618‐3013‐OA, MARTA stock number 60049)

E. Restore to Original Equipment Manufacturer Requirements

This section is not applicable to the Power Collection system.

F. Design Upgrade

(a) Replace the current collector fuses (1 per assembly) with new units. (Ferraz P/N A150QZS800‐192TI, MARTA stock number 16448) (b) Replace the current collector paddles (1 per assembly) with new units. (FMP P/N P‐11‐ CCS, MARTA stock number 6154) (c) Add the following materials to each current collector: (i) 8 each ‐ washer, 5/8”, ASTM F436 hardened (Breda P/N AA0017V, MARTA stock number 63103) (ii) 1 each ‐ protective boot (Unified rubber P/N CCPB‐105133‐CR60‐01, MARTA stock number 64596)

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(iii) 3 each – bolts for protective boot, ¼‐20 x 7/8” SST, Phillips head (McMaster‐Carr P/N 91772A541, MARTA stock number 65180) (iv) 6 each – washers for protective boot (McMaster‐Carr P/N 90945A760. MARTA stock number 65181) (v) 3 each – acorn nut for protective boot fasteners ¼‐20 (McMaster‐Carr P/N 91855A360, MARTA stock number 65182) (vi) 1 each – terminal (Burndy P/N YA38L‐TC12‐FX, MARTA stock number 30796)

G. Testing

All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

Section 7 – Friction Brake and Air System

A. Introduction

This section describes the scope of work for the life extension of the friction brake and air, design, performance, and test requirements for the system. The work to be performed by the Contractor is described below.

B. Inspection, Functional and Operational Check

The following components shall be inspected and checked for proper operation per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals. If a component is found defective, the Contractor shall repair or replace the defective component in kind to meet or exceed OEM specifications. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Duplex Air Gauge (MR‐BP) (b) Duplex Air Gauge (BCTR1‐BCTR2) (c) ¼ Inch Speed Coupling (d) Main Reservoir (e) Supply Reservoir (f) Electronic Timer Assembly (g) Emergency Reservoir (h) Brake Shoe (i) Full Service Brake Pressure Switch (j) Brake Cylinder Pressure Switch

C. Lubrication and Servicing

All piping shall be cleaned internally using a MARTA approved procedure.

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D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components: (a) Brake Pipe Pressure Switch (b) Solenoid Valves – Wabtec PN 679366 (c) All hoses (d) Hardware – replaced with new for any hardware removed during equipment overhaul or removing equipment from the rail car

E. Restore to Original Equipment Manufacturer Requirements

The following components, as a minimum, shall be rebuilt or remanufactured. The equipment shall be rebuilt using the latest OEM procedures and recommended parts. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) High Pressure Brake Tread Units (b) D‐1 Pilot Air Valve (c) 3/8 Inch Vented Cutout Cock with Locking Handle (d) J‐3 Servotrol Unit (e) J‐1 Relay Valve Portion (f) N‐3‐E Charging Magnet Valve (g) N‐3‐D Emergency Magnet Valve (h) H‐7 Relayair Valve Portion (i) S‐1 Servotrol Control Portion (j) R‐7‐D Magnet Valve (k) ½ Inch Vented Cutout Cock with Special Handle for Linkage (l) A‐1 Emergency Unit (m) A‐1A Emergency Unit (n) Number 8 Vent Valve (o) D‐4‐AS Air Compressor (p) E‐1A Twin Tower Air Dryer (q) HP Tread Brake Units with Parking Brake Lock (r) Air Horn (s) C‐1 Leveling Valve (t) 3/8 Inch Spring Loaded Check Valve (u) D‐1 Trip Cock (v) ¾ Inch Non‐Vented Cutout Cock with Locking Handle (w) R‐1 Drain Valve (x) R‐5‐D Magnet Valve (y) Master Controller (z) OC‐1‐B Air Filter (aa) A‐1 Emergency Unit Check Valve Portion

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(bb) ½ Inch Check Valve (cc) Variable Load Valve (dd) ½ Inch Check Valve with 3/32 Inch Choke (ee) Parking Brake Control Unit (ff) Hydraulic Pump

F. Design Upgrade

(a) This section is not applicable to the Friction Brake and Air System.

G. Testing

All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

Section 8 – Cab Signal and ATC

A. Introduction

This section describes the scope of work for the life extension of the Cab Signal and ATC system, including design, performance, and test requirements for the system. The work to be performed by the Contractor is described below.

B. Inspection, Functional and Operational Check

The following components shall be inspected and checked for proper operation per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals. If the assembly is found defective, the Contractor shall repair or replace the defective component in kind to meet or exceed OEM specifications. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Equipment Inspections (b) Static Test Procedure (c) Type B Vital Relay Calibration and Test

C. Lubrication and Servicing

The following components shall be lubricated and serviced per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals.

(a) Cleaning procedures (b) Marker System calibration (c) Digital Brake Assurance Unit Observation and Re‐calibration

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D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components:

(a) ATP and ATO CPU Board Batteries (b) ATP and ATO CPU Board Non‐volatile SRAM Integrated Circuit Chip (c) Cab Control Logic Unit Relays (Relay Output Boards) (d) Marker Detector Board Assembly DC/DC Converter (PS1) (e) Hardware – replaced with new for any hardware removed during equipment overhaul or removing equipment from the rail car

E. Restore to Original Equipment Manufacturer Requirements

(a) This section is not applicable to the Cab Signal and ATC System.

F. Design Upgrade

(a) CCLU speed sensor input software and hardware upgrade per MARTA procedure P14‐ 8022

G. Testing

All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

Section 9 – Communications

A. Introduction

This section describes the scope of work for the life extension of the communications system, including design, performance, and test requirements for the system. The work to be performed by the Contractor is described below.

B. Inspection, Functional and Operational Check

The following components shall be inspected and checked for proper operation per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals. If the assembly is found defective, the Contractor shall repair or replace the defective component in kind to meet or exceed OEM specifications. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Communications Control Unit

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(b) Interior End Displays (NOTE: MARTA will accept a proposed solution if a sign/signage system that is compatible with the existing sign/signage system cannot be designed/procured within the required schedule.) (c) Interior Side Displays (d) Secondary Panel Speaker Panel (e) Tag Reader Antenna (f) PA Speakers (g) Radio Antenna (h) Ambient Microphone (i) Radio Enclosure (j) Rail car Media Controller (k) 12 Vdc/8 A dc/dc Converter (l) 28 Vdc/7 A dc/dc Converter (m) Radio (n) Security Camera System

C. Lubrication and Servicing

The following components shall be lubricated and serviced per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals.

(a) This section is not applicable to the Communications System.

D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components:

(a) Front and Side Exterior destination signs (NOTE: MARTA will accept a proposed solution if a sign/signage system that is compatible with the existing sign/signage system cannot be designed/procured within the required schedule.) (b) Tag Reader (c) Hardware – replaced with new for any hardware removed during equipment overhaul or removing equipment from the rail car

E. Restore to Original Equipment Manufacturer Requirements

This section is not applicable to the Communications System.

F. Design Upgrade

This section is not applicable to the Communications System.

G. Testing

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All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

Section 10 – Automatic Door Control

A. Introduction

This section describes the scope of work for the life extension of the Automatic Door Control system, including design, performance, and test requirements for the system. The work to be performed by the Contractor is described below.

B. Inspection, Functional and Operational Check

The following components shall be inspected and checked for proper operation per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals. If a component is found defective, the Contractor shall repair or replace the defective component in kind to meet or exceed OEM specifications. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Electric Door Operator Service Switch (b) Side Door Panels including window (c) Extension Arm Assembly (d) Extension Arm Assembly Door Pushback Feature (e) Diagnostic Monitoring Box (DMB)

C. Lubrication and Servicing

The following components shall be lubricated and serviced per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals.

(a) Extension Arm Assembly

D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components:

(a) Weather Seals / Strips (b) Finger Guards (c) Trailing Edge Seals (d) Panel Sensing Switches (PSS) (e) Door open and close rubber stops (f) Diagnostic Monitoring Box Battery

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(g) Hardware – replaced with new for any hardware removed during equipment overhaul or removing equipment from the rail car

E. Restore to Original Equipment Manufacturer Requirements

The following components, as a minimum, shall be rebuilt or remanufactured. The equipment shall be rebuilt using the latest OEM procedures and recommended parts. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Electric Door Operator Assembly (also, see upgrade section) (b) Door Relay Panel (also, see upgrade section) (c) Emergency Release Assembly (d) Crew Switch (Inside) (e) Crew Switch (Outside) (f) Mechanical Lock Assembly (Cutout) (g) Door Close Stop Bracket (h) Door Hanger, R‐end Door (i) Door Hanger, Side Doors (NOTE: 58 CQ310 rail cars will require Hafco hanger upgrade to Vapor hanger ) (j) Door Check Assembly (k) Panel Sensing Switch Assembly (l) Actuating Pin and Bracket Assembly (m) Alarms and Indicators

Note: The Option Order of CQ310 rail cars will include fifty‐one (51) CQ310 rail cars that will require existing Hafco hangers to be replaced with new Vapor hangers. Hanger replacement shall be priced accordingly across the three (3) options. Pricing for other Work shall be in accordance with the percentages and quantities identified in Exhibit A.

F. Design Upgrade

(a) Replace Limit Switches (LS1 through LS4) with Schaltbau Kit Part Numbers listed below on up to 176 rail cars; adjust per MARTA procedure #310‐311‐P1205 – limit switch kits to be supplied by MARTA

(i) KI‐0184R (MARTA SN 59868) (ii) KI‐0184L (MARTA SN 59871) (iii) KI‐0185R (MARTA SN 59869) (iv) KI‐0185L (MARTA SN 59872)

(b) Replace Hafco side door hangers with Vapor design (up to 58 rail cars) – door hangers to be supplied by MARTA

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(c) Replace Vapor time delay relays with Airotronics parts listed below:

(i) TNML9(37)01SC2HS ‐ 1.0 second fixed time period (ii) TNML9(37)1S5C2HS ‐ 1.5 seconds fixed time period (iii) TNML9(37)03SC2HS ‐ 3.0 seconds fixed time period (iv) TNML9(37)3S5C2HS ‐ 3.5 seconds fixed time period

Note: Timing relays are already complete on twenty‐two (22) CQ311 cars, and twenty‐two (22) CQ310 cars.

G. Testing

All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

Section 11 – Heating, Ventilation and Air Conditioning

A. Introduction

This section describes the scope of work for the life extension of the Heating, Ventilation and Air Conditioning system, including design, performance, and test requirements for the system. The work to be performed by the Contractor is described below.

B. Inspection, Functional and Operational Check

The following components shall be inspected and checked for proper operation per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals. If a component is found defective, the Contractor shall repair or replace the defective component in kind to meet or exceed OEM specifications. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Passenger Floor Heaters (b) Cab Heaters (c) Fresh Air Sensor (d) Duct Air Sensor (e) Return Air Sensor (f) Air Diffusers

C. Lubrication and Servicing

The following components shall be lubricated and serviced per all intervals (unless noted otherwise) identified in the Routine and Preventative Maintenance Schedule in the manuals.

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(a) Carbody Refrigerant Piping and Thermal Insulation (b) Carbody Ducting, Grilles, and Insulation (c) Reclaim and Recharge HVAC system (d) Carbody refrigerant piping shall be cleaned internally using a procedure approved by MARTA.

D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components:

(a) Weather Seals (b) Mounting isolators (c) Pressure switches (d) Hardware – replaced with new for any hardware removed during equipment overhaul or removing equipment from the rail car

E. Restore to Original Equipment Manufacturer Requirements

The following components, as a minimum, shall be rebuilt or remanufactured. The equipment shall be rebuilt using the latest OEM procedures and recommended parts. In the event a procedure does not exist in the applicable manual, the Contractor shall prepare and submit a procedure for MARTA review and approval.

(a) Condenser/Compressor Unit (restore per Heavy Maintenance Manuals, Section 11‐4‐2, Interval H) (b) Evaporator Unit (restore per Heavy Maintenance Manuals, Section 11‐4‐2, Interval H) (c) HVAC Control Unit (restore per Heavy Maintenance Manuals, Section 11‐4‐2, Interval H)

F. Reserved

G. Testing

The Contractor shall perform in‐house testing to demonstrate the equipment meets the design upgrade criteria in a temperature controlled environment. All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

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Section 12 – Lighting

A. Introduction

This section describes the scope of work for the life extension of the Lighting system, including design, performance, and test requirements for the system. The work to be performed by the Contractor is described below.

B. Inspection, Functional and Operational Check

This section is not applicable to the Lighting System.

C. Lubrication and Servicing

The Contractor shall clean all interior passenger and cab area lens and interior light fixtures.

D. Discard and Replace in Kind

The following components, as a minimum, shall be replaced in‐kind with new components:

(a) Passenger area fluorescent lamps

E. Restore to Original Equipment Manufacturer Requirements

This section is not applicable to the Lighting System.

F. Design Upgrade

As an option, the Contractor shall upgrade the lighting system as defined by Attachment A.

G. Testing

The Contractor shall perform all testing activities as defined in Exhibit A, Section 14.

Section 13 – Controls and Diagnostics

A. Introduction

This section describes the scope of work for the life extension of the Controls and Diagnostics system, including design, performance, and test requirements for the system. The work to be performed by the Contractor is described below.

B. Inspection, Functional and Operational Check

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This section is not applicable to the Controls and Diagnostics System.

C. Lubrication and Servicing

This section is not applicable to the Controls and Diagnostics System.

D. Discard and Replace in Kind

This section is not applicable to the Controls and Diagnostics System.

E. Restore to Original Equipment Manufacturer Requirements

This section is not applicable to the Controls and Diagnostics System.

F. Design Upgrade

This section is not applicable to the Controls and Diagnostics System.

G. Testing

This section is not applicable to the Controls and Diagnostics System.

Section 14 – Test Requirements

A. Test Program

The rail car, its systems, subsystems and components shall be tested to verify system functionality.

The Contractor shall be responsible for all integrated testing. The integrated testing shall include verification of interfaces, validation of the ability of independent systems to perform at operational levels, and systems tests to demonstrate that the rail cars being returned under this Contract are capable of operating on the MARTA system.

New components required as a result of design upgrade or obsolescence of the original components shall be qualified per an Authority approved test procedure.

B. Joint Release and Delivery Inspections

Contractor and MARTA will conduct a Contractor/MARTA Joint Release Inspection which will be conducted of all rail cars before shipment to the Contractor, and a Contractor / MARTA Joint Delivery Inspection shall be conducted upon their return from the Contractor. The purpose of these inspections will be to ensure that the rail car and its components are free of damage and / or to document any discrepancies. Further, for components that are not to be replaced as part

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of the Life Extension Program, the inspection shall confirm that there are no components missing and that all systems are functioning correctly.

Within 30 days of Administrative Notice to Proceed (ANTP), the Contractor shall prepare, for the Authority’s approval, an inspection procedure and checklists for the Joint Release and Delivery Inspections. The checklists shall also be used for noting any miscellaneous discrepancies found during the inspections and recording the current configuration of the rail cars. Both parties shall sign the completed release and delivery checklists for each married pair.

Upon completion of the Joint Delivery checklist, the Contractor shall submit a Joint Release and Delivery Inspection Report containing the completed and signed joint release and delivery inspection checklists and acceptance test reports. This report will serve as supporting documentation for the married pair acceptance payment.

It is the Contractor’s responsibility to correct any discrepancies (this includes replacement of consumable items/materials) appearing on the Incoming Inspection list, which are not on the Outgoing Inspection list.

If defective equipment or material is found during the Joint Release Inspection, and that equipment is not among that which is to be rehabilitated or replaced, the Authority will advise whether it will:

(a) Repair or replace it at that time; or (b) Direct the Contractor to repair or replace it, as unanticipated work, at an agreed price.

If equipment or material is damaged during the Contractor's life extension work, it shall be repaired or replaced by the Contractor, at no increase in Contract price.

If defective equipment or material is found during the Contractor's work (not within the scope of this Contract), which had been hidden by apparatus being removed or relocated (“Hidden Damage”) and could not have been seen in the Outgoing Inspection, the Contractor shall immediately notify the Authority. Thereafter, a joint inspection will be conducted to determine what further actions may be needed, and the Authority will thereafter direct the Contractor to repair or replace it, as unanticipated work, at an agreed price.

Upon return of the rail cars to the Authority, any defects in equipment or systems outside the scope of the life extension, but which were the result of the Contractor's work, shall be corrected, preferably by the Contractor, or if not, then by the Authority. In either case, the work is to be at the Contractor’s expense.

C. Truck Fatigue Test

The Contractor shall demonstrate that the truck has adequate fatigue strength under dynamic loading by subjecting the truck frame and bolster to not less than 0.75 million cycles of dynamic

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loading. Upon successful completion of 0.75 million cycles, the truck shall be tested in additional increments of 0.25 million cycles with the load increased for each increment by a MARTA approved schedule. The truck testing shall continue until the earlier of (a) truck failure or (b) 1.5 million cycles. The truck and bolster which undergoes this test, shall not subsequently be used on a production vehicle, and shall be permanently marked or destroyed.

D. Testing of Rebuilt Materials

All equipment, including parts, components, subassemblies and/or assemblies shall be tested using test procedures approved by the original equipment manufacturers (OEM).

E. Qualification Tests

The Contractor shall develop test procedures for MARTA approval which shall provide detailed instructions for conducting tests of all replaceable units, major assemblies and complete systems. All new, retrofitted, and/or updated equipment shall be qualification tested to confirm operational compliance with the MARTA approved procedures. At a minimum, the Contractor shall perform the qualification tests listed below. The frequency and application shall be as individually defined for each test.

(i) Lighting System Qualification Tests

SYSTEM AND TEST REQUIREMENTS FREQUENCY Relays and Contactor Tests Initial Components Electronic Component and Subassembly Initial Components Test Power Supply Tests Initial Components Lighting Intensity Test Initial Components Brightness Ratio Test Initial Components Audible Noise Test Initial Components Initial Two Noise Immunity Test Married Pairs Cab Area Light Intensity Initial Rail Car Lighting System Test Initial Married Pair

e. Relay and Contactor Tests

One relay and contactor of each type used in the construction of the lighting equipment controls shall be tested to verify compliance with the design requirements for that specific device and the requirements defined in Attachment B.

f. Electronic Component and Subassembly Tests

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One of each type of electronic component and subassembly used in the construction of the power supply and lighting controls shall be tested to verify compliance with the design requirements for that specific item and the requirements defined in Attachment B.

g. Power Supply Tests

The first power supply to be produced shall be given applicable, tests including an accelerated life cycle test, to ensure conformance with the requirements of Attachment A.

h. Lighting Intensity Test

An interior light intensity measurement test shall be performed to confirm compliance with Attachment A.

i. Brightness Ratio Test

A brightness ratio measurements test shall be performed to confirm compliance with Attachment A.

j. Audible Noise Test

A lighting fixture and power supply noise test shall be performed to confirm compliance with Attachment A.

k. Noise Immunity Test

Tests shall be performed on a four‐car train of all rail cars to verify that electrical noise generated by the overhead light fixture on the rail cars do not interfere with any communications, video recording or data transfer equipment.

l. Cab Area Light Intensity Test

The lighting intensity requirements for the interior lights shall also apply to the cab area lights and shall be verified by measurements.

i. Lighting System Test

If lighting controls are software‐based, integration testing shall be performed.

(iii) Acceptance Tests

Acceptance testing for rebuilt equipment shall be done in accordance with the follow‐on tasks for the equipment contained in the Maintenance Manuals (see Attachment C). Acceptance testing for new, retrofitted, and/or updated systems shall be done as outlined below. Rail car

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level acceptance test shall be performed at the Contractor’s final assembly site and/or on MARTA property as approved by the Authority. The frequency and application shall be as individually defined for each test.

(iv) Carbody Acceptance Tests

SYSTEM AND TEST REQUIREMENTS FREQUENCY Car Wiring Tests All Rail Cars Equipment Boxes Water Test All Rail Cars

a. Car Wiring Tests

When all rail car wiring is complete, the Contractor shall perform the following tests on each rail car:

(a) Check each wire to verify continuity, proper polarity, proper connection and wire identification (b) Perform an Insulation Resistance test in accordance with Attachment B

b. Equipment Boxes Water Test

Equipment boxes shall be subjected to a spray of water under a pressure of 40 psi through an orifice producing a one quarter inch diameter stream which shall be directed at each enclosure from all directions. The spray shall be maintained in each of the directions for a period of not less than five minutes. The test shall be considered successful if after spraying there is no evidence of water on any of the apparatus contained in the enclosure. The distance between the nozzle and the equipment boxes shall be calculated/determined by the Contractor as part of the water test procedure.

(v) HVAC System Acceptance Tests

SYSTEM AND TEST REQUIREMENTS FREQUENCY HVAC System Functional Test All Rail Cars

a. HVAC Functional Test

Pressure/Leak testing, Evacuation, Charging, and routine testing shall be performed to the approved procedures on each rail car. A complete functional test of the air conditioning and heating system, including temperature controls, of each rail car shall be conducted. For the cooling system functional test, the test shall be conducted in a test chamber that is large enough to enclose the entire rail car and shall be able to “soak” the rail car and then maintain rail car exterior temperature and humidity conditions at an ambient level sufficient to demand the full cooling operation mode for the specified test duration. System pressures, temperatures,

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superheat, operating voltage, current, and all other critical operating parameters shall be measured and recorded.

(vi) Lighting System Acceptance Tests

SYSTEM AND TEST REQUIREMENTS FREQUENCY Lighting System Equipment All Components Lighting Functional Test All Rail Cars

a. Lighting System Equipment Test

All lighting system components shall be given routine factory tests to confirm that they operate as required.

b. Lighting Functional Test

Lighting functional test shall be performed on all completed rail cars to confirm compliance with Attachment A.

(vii) Auxiliary Electrical Acceptance Tests

SYSTEM AND TEST REQUIREMENTS FREQUENCY Electrical Test All Rail Cars Auxiliary Electrical Power Distribution System All Rail Cars Test

a. Electrical Test

After installation into a rail car, all current carrying parts in a complete Low Voltage distribution system shall be given dielectric tests in the presence of the Authority representative, the method shall conform to the latest Standards of the IEEE Std 16. A post high potential test shall then be performed, using the same method as defined in Attachment B. The insulation value shall be as specified in Attachment B.

b. Auxiliary Electrical Power Distribution System Test

The auxiliary electrical system installed on completed married pairs shall be given a thorough functional test. This test shall include the following:

(a) Switching/sequencing of Train‐Essential, Car‐Essential and Non‐Essential circuits (b) Battery Bus monitoring circuits (c) 115vac output and regulation (d) Battery temperature compensation test (e) Battery circuit breaker test

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viii. Rail car Level Acceptance Tests

SYSTEM AND TEST Location FREQUENCY REQUIREMENTS Contractor Authority Rail car Performance Tests Each Married Pair X X

a. Rail car Performance Tests Rail car functional testing shall be performed on all rail cars to validate the operating performance to the MARTA system using MARTA supplied rail car OEM test procedures as a guideline. The Contractor shall develop a test procedure that includes, at a minimum, elements of the following sections from the Rail Car On‐Site Acceptance Test Procedure included in Attachment D.

(a) Section 8.1 (b) Section 8.2 (c) Section 8.3 (d) Section 8.4 (do not perform steps 8.4.4, 8.4.7, 8.4.8, 8.4.10 and 8.4.11) (e) Section 8.5 (only perform each step for a speed of 50 mph)

The Contractor shall supply all required personnel for instrumenting and performing all sections of the test procedures. MARTA will supply the operator for the dynamic portions of the required testing as well as required rail car moves around the yard and shop facilities. The Authority, at its discretion, may witness all rail car‐level testing.

The static rail car testing on the Authority’s property shall occur between the hours of 7:30 a.m. – 11:30 a.m., 12:30 p.m. – 3:30 p.m., Monday through Friday (excluding official holidays). No more than one test at any given time shall be allowed. Unless otherwise approved by the Authority, no more than one static test at a time on the same rail car shall be allowed. The dynamic rail car testing on the Authority’s property shall occur based on the MARTA approved track allocation schedule between the hours of 10:00 p.m. and 4:00 a.m. Monday through Sunday. The Contractor shall provide site specific work plans for all dynamic testing. In addition, the Contractor shall provide a six‐month forecast for all dynamic test activities.

All testing shall be scheduled and submitted to the Authority in writing before testing will be allowed. The Contractor may request track allocation a minimum of 24 hours prior to the test window based on deviations or opportunities within the track allocation schedule. Testing shall be terminated for any test interruptions due to equipment out of adjustment, equipment not functioning properly, running past the above time windows or allocated time as per the written schedule. Tests that have been terminated may be considered incomplete and/or all test data recorded may be considered void. All system tests shall be repeated for a particular system if the software configuration is changed after the completed test.

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The written test schedule, as a minimum, shall contain the following:

(a) Name of test, test document number with revision (b) List of the rail car systems with applicable hardware and software revision numbers (c) Location of rail car (d) Rail car number (e) Date and time the test is to begin (f) Date and time the test period will end (g) Responsible Tester’s name (h) List of the persons on the rail car

F. Test Procedures Test procedures shall be delivered to the Authority for approval a minimum of 20 days prior to any proposed test date. The procedure shall identify the configuration of the unit, assembly, or system to be tested or inspected; the prerequisites, test equipment required, test set‐up, step‐ by‐step instructions with pass/fail criteria, data to be recorded, and all special conditions or facilities required. If special or non‐standard test equipment or fixtures are required, a description of such equipment and instructions for their use shall be included in the procedure or attached thereto. No testing shall be scheduled without an Authority approved procedure.

G. Test Reports

All test reports shall contain, as a minimum:

(a) OEM part number of equipment tested; (b) Serial number(s) of equipment tested; (c) Identity of test conducted; (d) Date of test; (e) Identity of person(s) conducting test; (f) Pass/Fail criteria; (g) Test results; (h) Copy of data recorded; and (i) Detail of any corrective actions taken. (j) Regression testing information The rail car‐level test reports shall be submitted to the Authority for review and approval. The test reports must be approved prior to the Contractor requesting full acceptance of the rail car.

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ATTACHMENT A LIGHTING SYSTEM RETROFIT SCOPE OF WORK

A. General

The rail car interior lighting is powered from a nominal 37.5VDC bus with four (4) protection circuit breakers. The main lights circuit breakers 1 and 2 feed the right and left car sides, the third breaker feeds the emergency lighting circuit, and the fourth breaker feeds the cab lighting circuit. This document provides the contractor with the scope of work and technical specifications to retrofit the existing fluorescent lighting with LED interior lighting on the MARTA CQ310/CQ311 rail cars.

The Contractor LED lighting equipment shall meet the design requirements of Attachment B – Materials and Workmanship.

The Contractor LED lighting equipment shall be designed to provide high levels of operability and reliability with minimum maintainability requirements. This equipment shall meet the requirement in a manner which also produces a low total life cycle cost. The Contractor shall meet the following general requirements:

1. Supply all material to complete the work which includes, but not limited to, LED lighting kits, electrical cabling, connectors, pins, hardware, and/or other miscellaneous parts as necessary to complete installation to support complete installation and functional tests. 2. Manage, prepare, and coordinate all vendors and subcontractors during the installation process of the LED lighting system. 3. Provide product data sheets for all equipment designated for installation on the rail cars. All products are subject to approval by MARTA. 4. The equipment shall meet the requirements outlined in IEEE Std. 1789‐2015‐ IEEE Recommended Practices for Modulating Current in High‐Brightness LEDs for Mitigating Health Risks to Viewers. 5. Provide design documentation, installation plan, installation procedures, test plan, test procedures, test reports, training materials, maintenance manuals, spare parts, and recommended spare listings to ensure quality assurance standards. 6. Conduct a successful factory level First Article Inspection (FAI). 7. Perform functional testing to validate LED interior lighting system achieves the specified light intensity and brightness ratio requirements. 8. The lighting system shall meet a minimum mean distance between failure of 500,000 and a mean distance between service failure of 3,500,000.

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B. LED Interior Lighting Retrofit Requirements

The rail cars OEM lighting fixtures shall be reused by the Contractor and the LED retrofit kit should be a direct replacement of the existing T8 fluorescent lamps, ballasts, and diffuser cover lenses as required. The new interior LED lighting shall have the following features:

1. The LEDs lamps should be a direct replacement of the existing T8 fluorescent lamps. Modification to lighting assembly is prohibited. 2. LEDs shall have a neutral white light with a Correlated Color Temperature (CCT) within 4,200 to 5,700 Kelvin. 3. LEDs shall be from NICHIA or OSRAM or approved equal and shall be manufactured in one batch with same color characteristics. 4. It is highly recommended that the LEDs lamps shall incorporate the power supplies/controller boards. If an external power supply/controller is required, it should have same installation foot print and uses same mounting hardware as the removed OEM AMTEK ballast. 5. LED light lamps shall not affect operation of any existing CCTV camera in the rail car. Any flicker caused by scan (multiplexing) of LEDs is not acceptable. 6. Thermal management shall provide the maximum of 20°C delta increase for LED junction temperature over ambient. 7. The LED controller board shall include a feature to adjust the LEDs for aging in case of replacement of a new LED board in an old installation. The LED board shall be able to harmonize intensity with the adjacent LED boards. 8. Failure of up to three LEDs in one fixture shall not turn off the LED fixture. 9. Overhead LED fixtures shall produce a smooth, diffused light output and LED boards shall be designed as such that not to have any visible hotspot or stripe in max light output. 10. If replacement is required, the diffuser lenses shall be made of UV‐stabilized polycarbonate meeting the flammability requirements of NFPA 130, Chapter 8. Protection against UV induced aging or discoloration shall be provided against UV radiation sources. Both top and bottom surfaces of the lens shall be smooth to facilitate cleaning. Alternative arrangements may be considered acceptable but must be approved by the Authority. If the lens is made of two or more plies, the edges shall be sealed to prevent entry of dust between the plies. Light output from the fixture shall be obscured at higher viewing angles so as to produce light output as follows:

NOTE: THE VIEWING ANGLE IS MEASURED FROM A VERTICAL LINE DOWN FROM THE FIXTURE.

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C. Overhead LED Lighting Power Supply

The power for overhead lighting is provided from a nominal 37.5 VDC bus through three circuit breakers, one for each main light circuit, and one for the emergency light circuit.

1. The retrofitted LED lighting shall provide proper lighting output on a variation of rail car low voltage bus input. The Power supply shall be capable of continuous operation at any voltage between 22 and 42 VDC without damage.

2. The LED lamps and /or power supplies shall be capable of surviving the temperatures encountered in the ceiling area of the rail car without damage due to high ambient temperature.

3. The LEDs lamp and/or powers supplies shall be provided with the following design features:

a. Input surge protection b. Reverse polarity protection c. Over temperature protection d. Under/over voltage protection e. No audible noise

4. The available rail car OEM protection circuit breakers are as follows:

a. Main Lights Circuit #1 CB1 – 20 Amps b. Main Lights Circuit #2 CB2– 20 Amps c. Emergency Lights CB3 – 20 Amps d. Cab Lights CB14 – 5 Amps

D. Overhead LEDs Interior Lighting Circuitry

The overhead lighting is arranged in three circuits. Main Light Circuit #1 and Main Light Circuit #2 are directly powered from the 37.5 VDC Train Non‐Essential bus thru the cab protection breakers CB1 and CB2. The Emergency Lighting Circuit and Cab Lights Circuit are directly powered from the 37.5 VDC Train Essential bus thru the cab protection breakers CB3 and CB14. The overhead Emergency lights are located at each side door location and each end doors. The emergency lighting circuit light in the cab area near the operator entrance end door is turned off automatically when the Operator’s Key switch is turned ON in that cab.

The two overhead Main Lighting Circuits are balanced in load, and are staggered through the rail car length. A set of train‐line ON/OFF push buttons mounted on the secondary panel of each cab controls the overhead passenger lighting.

The overhead lighting circuits have the following lamp sizes on the existing rail car circuitry:

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1. Main Light Circuit #1:

a. Seven (7) 48” fluorescent lamps b. Five (5) 36” fluorescent lamps c. One (1) 24” fluorescent lamp

2. Main Light Circuit #2:

a. Seven (7) 48” fluorescent lamps b. Five (5) 36” fluorescent lamps c. One (1) 24” fluorescent lamp

3. Emergency Lighting Circuit:

a. Seven (7) 36” fluorescent lamps b. Two (2) 24” fluorescent lamp

4. Cab Lighting Circuit:

a. Two (2) 18” fluorescent lamps

E. Overhead LEDs Interior Lighting Intensity Requirements

The average light intensity on the seated passenger’s reading plane, after 100 hours of operation shall be at least 30 foot‐candles, using lamps operating at 37.5 VDC. The test plan shall measure 14 inches by 14 inches, shall be centered 33 inches above the floor, 24 inches from the front of the seat back rest, on the centerline of the individual passenger seat, and at 45 degrees from the vertical. The average light intensity at the floor in the passenger aisles shall not be less than 15 foot candles.

F. Overhead LEDs Interior Lighting Brightness Ratio Requirements

The brightness ratio between lighting fixtures and adjacent areas shall not exceed 80:1. The brightness ratio between any adjacent areas in the main field of view shall not exceed 60:1. The brightness ratio between the maximum and average fixture brightness shall not exceed 5:1, as measured with a calibrated light meter.

G. Overhead LEDs Interior Lighting Lumens Output Requirements

Fixture lumen output in the zone of 75 to 90 degrees from the nadir shall not exceed 15 percent of the total output from the fixture.

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H. LED Interior Lighting Retrofit System Installation Requirements

Contractor is responsibilities for installation of the Interior Lighting LED Retrofit Kits and shall provide the following:

1. Information on new LED lighting kit power consumption.

2. Bill of Material information’s and components drawings for MARTA approval.

3. Retrofit Installation procedure, on‐hand training and training material.

4. Installation of LED lighting on up to 214 Rail Cars:

a. Four (4) kits two on each class of MARTA Rail Cars (CQ310 and CQ311) shall be prototyped for MARTA review and approval.

b. Upon prototype rail car delivery to the MARTA site, the Contractor shall test the LED lighting system for system reliability in revenue service for a period of six (6) months with no failures.

5. The Contractor shall provide all the required cables, wiring, connectors, pins, hardware, zip ties, cleaning materials, decals, etc. for the system installation.

6. The newly electrical equipment should be self‐protected with electrical components such as filters, surge arrestors or suppression devices.

I. Testing

All components associated with the scope of work above shall be tested in accordance with Exhibit A, Section 14.

J. Spare Parts

The Contractor shall provide a recommended 10% spare parts list to MARTA for approval. The spare parts shall carry seven (7) years manufacturer shelf life from the purchase date.

K. Failures

Failures are defined as mechanical or electrical component failures that render the LED lighting fixture and/or more the 25% of the LED lamp to be inoperative. The Contractor will be required to complete an analysis and address necessary repairs within the warranty period. If the defect is a result of improper use and/or maintenance, MARTA will correct the defect as outlined in the original equipment manufacturer (OEM) manual.

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L. Contract Drawings

The following are MARTA drawings of each rail car class. Theses drawings shall be used for reference only. MARTA will supply additional drawings if available and upon Contractor’s request.

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ATTACHMENT B MATERIALS AND WORKMANSHIP

GENERAL Materials and workmanship shall be in accordance with the requirements of the Rail Car Life Extension Program unless otherwise approved by the Authority. Inclusion of a material or method in this Section shall not necessarily indicate approval for application or use in a specific situation. When a material or method is specified in the Rail Car Life Extension Program, it shall be applicable; however, specific requirements detailed in applicable Rail Car Life Extension Program shall take precedence. Material Safety Data Sheets (MSDS) shall be submitted for all materials used outside the OEM specified products during the overhaul process. This requirement shall include lubricants but excludes non‐hazardous metallic materials. Information shall comply with 29 CFR 1910.1200 (g) and be in a form compliant with ANSI Z400.1/Z129.1.

Quality The Contractor’s Quality Assurance (QA) Program shall ensure that all aspects of the Contract are in conformance with the design, materials, and workmanship requirements provided in the Life Extension Program.

Standards The following domestic standards and specifications shall define the materials for this Contract: Federal or Military Specifications or Standards, the Specifications of the Aluminum Association, AAR, ANSI, APTA, ASME, ASTM, FRA, IEEE, and others, as specified in this section. Where other or foreign standards are proposed by the Contractor, the Contractor shall submit documentation for the Authority’s review and approval to demonstrate that the proposed standards are the equivalent of the foregoing standards and specifications. Proposed substitute specifications shall be submitted in both English and the language of the country of origin. The most recent standards and specifications applicable at the time of issuance of the Notice to Proceed shall apply unless otherwise approved by the Authority. The Contractor shall be responsible for complete conformance with these standards for itself and its subcontractors and suppliers.

Testing Standard conformance and qualification tests shall meet the conditions of the required standard and any provisions implemented by the Authority. The testing results shall be no older than 3‐ years from the date the test was satisfactorily completed. Written authorization by the Authority is required for any exemption to this time period. The Contractor shall be responsible for itself and its subcontractors’ and suppliers’ testing results and dates.

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Marking All materials intended for use on these rail cars shall be marked or stored so as to be readily identifiable and shall be adequately protected during handling and storage. Rejected material shall be clearly marked and stored in an area specifically designated for that purpose.

Cleaning Agents A list of recommended cleaning agents available and not prohibited in the U.S., with their associated data sheets and MSDS sheets, and where they are used on the rail car, shall be provided to the Authority for all materials exposed to normal cleaning operations. This information shall also be included in the maintenance documentation for the rail car.

Prohibited Materials The following materials shall be prohibited from use on the rail cars or in products used on the rail cars: Polyvinyl Chloride (PVC) Asbestos Cadmium (except for battery) Lead Polychlorinated Biphenyl (PCBs) Confirmed or suspected carcinogenic materials as listed by current Publication of the American Conference of Governmental Industrial Hygienists (ACGIH) Plywood chemically treated for fire and smoke retardancy CFC and HCFC compounds, including R‐22 refrigerant Materials listed in the List of Highly Hazardous Chemicals, Toxics and Reactives, 29 CFR 1910.119, Appendix A Urethane foam

Worker Health and Safety The Contractor shall be responsible for protecting the health and safety of workers and end users from potential harmful effects of materials and processes required by this Specification or selected and used by the Contractor. The Contractor shall also be similarly responsible for compliance by its suppliers and/or subcontractors with these requirements. The Contractor and its suppliers and/or subcontractors shall also comply with all relevant codes and regulations protecting workers. In the absence of any relevant codes or regulations that address potential health risks of a material or process as defined above, the Contractor shall document that, at a minimum, standard industry practices affecting worker health and safety have been followed.

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JOINING AND FASTENING Joining General Certain combinations of materials require particular care in joining to avoid the possibility of corrosion. Isolating and moisture‐proofing materials, appropriate to the materials being joined, shall be employed at all times where these combinations exist.

Torque All safety‐related fasteners, including truck and brake equipment bolts and all fasteners exposed to fatigue loads, shall be torqued to a minimum preload equal to 75 percent of their proof load and “torque striped” after torqued by paint or other approved means. All other fasteners shall be torqued to a value appropriate to the application, so that they do not loosen in service.

Fastener installation torque for standard oiled or waxed bolts with standard or heavy hex nuts shall be calculated from Industrial Fasteners Institute, Fastener Standards equations using values for “K” of 0.18 for non‐plated and 0.15 for plated threads. Locknuts shall be torqued in accordance with their manufacturer’s recommendations, or the Contractor may conduct tests to determine the proper installation torque. For those nuts or bolts requiring “torque striping,” the Authority may require bolt torque‐tension tests to verify that installed preload is equivalent to 75 percent of proof loads.

Washers and Lock Washers Washers shall be used under the heads of all bolts and under all nuts. Where high strength fasteners are applied, washers shall be hardened and comply with IFI Fastener Standards.

Lock washers, when applied, shall conform to IFI Fastener Standards. Lock washers shall not be used for fatigue applications where the fastener must be torqued and marked. If applicable, prevailing torque nuts shall be used for these applications.

Other types of washers, including Belleville washers, may be used for special applications with approval by the Authority.

WELDING AND BRAZING General The Contractor shall be responsible for the quality of its welding and brazing as well as that of its suppliers and subcontractors. Cleaning prior to welding shall be in accordance with applicable parts of MIL‐HDBK‐132, Section 2, Cleaning Materials and Processes, or AWS recommended practices.

Structural Welding All structural welding practices shall be in accordance with the following AWS standards:

AWS D1.1, Structural Welding Code – Steel

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AWS D1.2, Structural Welding Code – Aluminum AWS D1.3, Structural Welding Code – Sheet Steel AWS D1.6, Structural Welding Code – Stainless Steel AWS Handbook Requirements for dynamically loaded structures shall be applied. Cast steel welding shall be according to ASTM A488/488M. Resistance welding shall be in accordance with AWS D17.2/17.2M.

If laser welding is used, the appropriate documentation defining the design parameters, process control, qualification and quality control shall be submitted for review and approval by the Authority. Laser welding shall, at a minimum, comply with the recommended practices in AWS C7.2. Alternative standards for laser welding, such as international standards, may be proposed but shall be submitted for review and approval by the Authority.

AWS D1.1 or D1.6 shall apply to steel of ⅛‐inch (3.2‐mm) and greater thickness. AWS D1.3 shall apply to steel less than ⅛‐inch (3.2‐mm) thickness for both HSLA and stainless steel.

The ferrite number for austenitic stainless steel welds shall be between WRC4 and WRC10, or as proposed by the Contractor and approved by the Authority. Weld heat‐affected zones (HAZ) and weld metal shall be limited to maximum allowable stress values in ASME Section VIII, Table UHA‐ 23, for UNS S20100 stainless steel and Table UW‐12 rating of welds. Fatigue allowable stresses shall not exceed the lesser of fatigue limits in AWS D1.1, Section 2.20.6, Fatigue, or 50 percent of the joint strength level calculated from ASME maximum allowable stress values. Higher values shall only be used if qualified by Contractor tests.

Welding Procedure Qualification Structural welding procedures shall be qualified in accordance with the applicable AWS requirements for steel, stainless steel or aluminum. Qualification of dissimilar metal welding (stainless to HSLA) shall be qualified in accordance with the requirements of AWS D1.6/D1.6M. Procedure qualification records for dissimilar metal welds shall include a micro‐hardness traverse encompassing the weld, both base metals, and both heat affected zones (HAZ), showing that the hardness never exceeds 400 HV. Structural welding procedures shall be qualified to meet impact requirements specified in the Toughness of Welded Assemblies section, below. No structural welding procedures shall be exempt from qualification by testing. Pre‐qualified welding procedures will not be accepted. Structural welding procedures shall be submitted for review and approval as specified in the Contractor Documentation section, below.

Welder Qualification Welders shall make only those welds for which they have been qualified according to the requirements of the AWS, ASME Section IX, ASTM A488/488M, or other approved qualifying procedures. Records of welder qualification tests shall be made available for review.

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Inspection The Contractor shall visually inspect all structural welds in accordance with the applicable AWS or ASTM specification.

In addition to the visual inspection specified for all welds, nondestructive surface inspection (dye penetrant (ASTM E165) or magnetic particle (ASTM A275) methods, as appropriate) shall also be used to inspect all first‐production welds in areas that are modified from the OEM or in questionable areas deemed necessary by the Authority. The Contractor shall specify a sample nondestructive inspection rate for all subsequent welds. A record of all Non‐Destructive Test (NDT) inspections shall be included in the Joint Release and Delivery Inspection Report.

Sample weld inspection shall require inspection of one or several complete welds (full length inspection) totaling more than one foot (30.5‐cm) for every 100‐feet (3050‐cm) length of welds applied to the rail car shell. Calculation of weld length for inspection shall include both welds designated critical and non‐critical

Post‐Weld Cleaning Requirements All welds exposed to passengers or on sliding contact surfaces of truck frames and bolsters shall be completely cleaned of spatter. Stainless steel welds to be exposed either to passenger view or to potentially corrosive elements, such as weather or rail car cleaning agents, shall be cleaned to bright metal, free of any oxidation or tinting.

Contractor Documentation All welding procedures and documents, including Welding Procedure Specifications, Procedure Qualification Records, and Resistance Spot Welding Schedules, shall be submitted for approval before application.

Specifications for purchase of welding electrodes, welding wires, and cover gases shall be submitted for approval before their application.

Torch Brazing All brazing, defined as heating above 840°F (450°C), shall follow the recommendations of the latest AWS Welding Handbook, Volume 2. Procedures and personnel who perform brazing work shall be qualified in accordance with AWS B2.2/B2.2M.

Torch Soldering All structural (not electrical) soldering, defined as heating below 840°F (450°C), shall follow the recommendations of the latest AWS Welding Handbook, Volume 2. Procedures and personnel who perform torch soldering shall be qualified in accordance with AWS B2.3/B2.3M, “Specification for Soldering Procedure and Performance Qualification.”

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ELASTOMERS General All elastomeric parts shall be of neoprene, unless otherwise specified. The elastomer shall be compounded and cured to perform satisfactorily in the specified operating temperature range. The elastomers shall have high resistance to ultraviolet radiation, weather, all car washing fluids used by the Authority, and the longest possible life consistent with the other characteristics specified. All elastomeric parts shall be resistant to ozone, oxidation, heat, oil, grease, and acid.

The following elastomeric parts shall be of neoprene unless otherwise specified or approved:

(a) Glazing Rubber (b) Door Seals (c) Door Nosing (d) Isolation Tapes/Pads All resilient mounts shall be of natural rubber. All natural rubber compounds shall be Grade 2 per ASTM D2000 or better except O‐rings and other small internal parts. Synthetic rubber compounds may be substituted for natural rubber only when approved for a specific application.

Elastomeric parts within pneumatic or hydraulic equipment shall be as necessary to meet the performance requirements of this Specification for the pneumatic or hydraulic device.

Life Expectancy For all parts made by vulcanizing an elastomer to metal, any premature failure (less than six years) between metal and the elastomer or in the elastomer, occurring when the parts are used in normal service and according to the provisions of the Life Extension Program, shall be considered as having been caused by defect of materials or workmanship.

Metal Parts Except for internal brake valve components, metal parts to which elastomeric material is vulcanized shall be made of SAE 1020 or 1045 hot‐rolled steel.

Truck Parts Truck bumpers, snubbers, and the exterior surfaces of air springs shall be made of natural rubber or approved equal. They shall be compounded to be resistant to abrasion, oil, grease, and acid.

The compression set for elastomers used in truck assemblies shall be less than 10 percent when measured in accordance with ASTM D395, method B, for 22 hours at 158°F (70°C) in air.

The thickness and hardness of elastomers used in truck assemblies and other applications subjected to water shall not vary by more than 5 percent when measured in accordance with ASTM D395, Method B, with test conditions of ASTM D3137, 96 hours at 185°F (85°C). The liquid medium shall be water.

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Seals Glazing strips shall be of neoprene conforming to ASTM C542, or approved equal material.

All door mating edges, door and window seals, and glazing strips shall be of neoprene material. The durometer hardness measured with a Shore Type “A” durometer at a temperature between 70°F to 90°F (21°C to 32°C) shall be 70 +/‐ 5, unless otherwise approved by the Authority.

RUBBER FLOOR COVERING General Rubber floor covering shall contain a minimum of 20 percent (nominal, by weight of compound) Butadiene Styrene rubber, shall be non‐staining, non‐discoloring, and 100 percent non‐oil extended. Only high quality, fine, hard clay shall be used as filler. The compound may also contain dispersed fibers to give dimensional stability and improved skid resistance. No whitening (limestone) shall be used in the compound. The rubber shall be free from reground rubber, natural rubber, PVC or coarse fillers.

At 68ºF (20°C), the rubber flooring shall bend 180 degrees around a ¾‐inch (19‐mm) diameter mandrel without breaking, cracking, crazing, or showing any change in color. The rubber flooring material shall be fully homogeneous throughout and shall meet the requirements of ASTM F1344.

Rubber flooring shall be RCA Transit‐Floor PGF, NORAPLAN or approved equal.

Physical Properties Rubber floor covering shall meet the following requirements:

MECHANICAL ASTM TEST REQUIREMENTS PROPERTIES Hardness D2240 90 ± 5 Min. 0.6 Coefficient of Friction (James Slip Resistance D2047 Test) ≤ 2.5 oz. (70 gram) weight loss (H‐18 Abrasion D3389 wheel, 17.6 oz. (500 gram) load, 1000 cycles)

Inspection Criteria This Section addresses defects that shall be cause for rejection, their allowable limits, and repair methods, where repairs are permitted.

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Thin‐Skinned Blister A thin‐skinned blister is a blister which, when finger‐pushed, will collapse upon itself. Any thin‐ skinned blisters which exceed the limits listed below shall be cause for rejection of the floor sheet.

THIN‐SKINNED BLISTER Max. 0.030‐inch (0.76‐mm) high, 0.80‐sq. inch (5.16‐sq. cm) area Size with longest dimension of 2‐inches (50.8‐mm) Max. three blisters in a 12 x 12‐inch (30.5 x 30.5‐cm) area with only Population one other blister within 3 feet (91.4‐cm) of this area Using hypodermic needle, apply just enough Super Bond 420 or Repair Bostik 1685 or equivalent, compress the blister and bring to a flush Method surface

Thick‐Skinned Blister A thick‐skinned blister is a blister which, when finger‐pushed, will collapse and then return to its original condition.

THICK‐SKINNED BLISTER Max. 0.030‐inch (0.76‐mm) high, 0.80‐sq. inch (5.16‐sq. cm) area Size with longest dimension of 2 inches (50.8‐mm) Max. three blisters in a 12 x 12‐ inch (30.5 x 30.5‐cm) area, and Population only one other blister within 3 feet (91.4‐cm) of this area Repair Method No repair required

Lump A lump is a blister without a void, consisting of solid material.

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LUMP Size Max. 0.030‐inch (0.76‐mm) high, 0.80‐sq. inch (5.16‐sq. cm) area with longest dimension of 2 inches (50.8‐mm) Population Max. three 12‐inch x 12‐inch (30.5 x 30.5‐cm) area, and only one other lump within 3 feet (91.4‐cm) of this area Repair No repair required Method

Hole A hole is a defect which is 50 percent or more through the material. Any holes found in the floor sheet shall be cause for rejection of the sheet.

Thin Area A thin area is a defect where the sheet is of reduced thickness locally.

THIN AREA Size Max. 0.030‐inch (0.76‐mm) deep at the lowest point, 3‐sq. inches (19.4‐sq. cm) with the longest dimension of 5‐inches (12.7‐cm). Population Max. one thin area in a 40 x 40‐inch (102 x 102‐cm) area, and no other thin areas within 3 feet (91.4‐cm) of this area. Repair Rub with #00 steel wool to blend this area into the normal Method thickness material and then buff to a normal surface finish.

Color Distribution Color distribution is an appearance judgment and shall be subject to the approval of the Authority. If the base coloring is not within 5 percent between production runs or the coloring is not consistent over the entire surface, the roll shall be rejected.

SEAT CUSHION MATERIAL General Passenger and cab seat cushion fill material shall be low‐smoke flexible foam constructed of inherently fire‐retardant materials. The material shall have a polymerized homogeneous (free from foreign material) cellular structure with a porous surface and open cells. The cells shall be interconnecting and uniform in size. Cellular material may be molded in one piece or may be assembled by laminating to achieve the required thickness. Laminated cushions shall be bonded together. Cushion material shall be properly cured to prevent any objectionable odor.

FIBERGLASS‐REINFORCED PLASTIC General

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Fiberglass‐reinforced plastic (FRP) shall be a laminated, engineered material, consisting of a combination of reinforced fibers in a thermoset polymer resin matrix, where the reinforcement has an aspect ratio that enables the transfer of load between fibers, and the fibers are chemically bonded to the resin. FRP shall withstand, without any physical deformation or structural damage, the specified operating environmental conditions, and be resistant to acids, alkalies, and cleaning solutions recommended by the Contractor and approved by the Authority for this equipment.

FRP shall be manufactured by hand‐laminated open molding, or as appropriate for the part and approved by the Authority. No parts shall be manufactured using a chopper gun. Production techniques shall ensure that the glass fiber reinforcement is uniformly distributed throughout the final product in such a manner as to avoid resin‐rich or resin‐starved sections. An analysis shall be provided at FDR to confirm that the proposed construction method and laminate structure is adequate for its intended purpose and meets the strength requirements provided in the Life Extension Program.

FRP parts shall have a greater thickness at attachment points. Exposed sharp edges are not permitted on any part. No parts shall be provided with a thickness less than .120”.

Construction Resin The resin shall be a thermosetting matrix selected to meet the physical properties of the Life Extension Program and molding process requirements as approved by MARTA.

Reinforcement The fiberglass reinforcement shall be mat, fabric, woven roving, continuous roving, spun roving, or swirl mat as required to meet the physical properties of the Life Extension Program and the molding process requirements. The proposed glass content shall be confirmed through testing to ASTM D2584.

Gel Coat A gel coat shall be provided on all finished surfaces of FRP. The gel coat shall be resistant to scuffing, weather, and cleaning agents. The gel coat shall have a minimum thickness of 0.016‐ inch (0.41‐mm) and a maximum thickness of 0.030‐inch (0.76‐mm). If the surface of the FRP panel is to be painted, a primer gel coat shall be used and the part shall be painted in accordance with manufacturer’s recommendations. If the FRP panel does not receive paint, then the gel coat shall be pigmented to match the color scheme selected by the Authority.

Appearance Criteria Finished gel coated surfaces shall have a minimum gloss value of 85 when measured with a 60° glossimeter.

Additionally, the gel‐coated surface shall exhibit no print‐through of the reinforcements or have any appreciable orange peel. Orange peel shall be evaluated by a distinctness of image (DOI) meter with the gel‐coated surface having a minimum DOI value of 80. As an alternate to the DOI

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meter, the gel‐coated surfaces may be compared to the ACT Laboratories Orange Peel Standards, meeting a minimum criterion of 8.

Additives Additives, fillers, monomers, catalysts, activators, pigments, fire retardants, and smoke inhibitors shall be added to the resin mixes to obtain finished products with the required physical, flammability, and smoke emissions characteristics of the Life Extension Program.

Strength Requirements Independent laboratory test reports shall be provided confirming that the production laminate structure complies with the requirements of the following standards. The sample tested must be from a final production part and not simply the base laminate material. Test specimens shall be conditioned in accordance with ASTM D618.

MINIMUM REQUIREMENTS – INTERIOR NON LOAD‐BEARING COMPONENTS Mechanical Properties ASTM Test Minimum Requirements Tensile Strength D638 10,000 psi (69 MPa) Compressive Strength D695 18,000 psi (125 MPa) Flexural Strength D790 15,000 psi (104 MPa) Impact Strength D256 6 ft‐lb per inch (321 J/m) of notch Hardness D2583 45 Barcol

MINIMUM REQUIREMENTS – EXTERIOR OR LOAD‐BEARING COMPONENTS Mechanical Properties ASTM Test Minimum Requirements Tensile Strength D638 18,000 psi (125 MPa) Compressive Strength D695 24,000 psi (166 MPa) Flexural Strength D790 30,000 psi (207 MPa) Impact Strength D256 8 ft‐lb per inch (428 J/m) of notch Hardness D2583 45 Barcol

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PIPING AND TUBING General The Contractor, upon completion of Section 7 of Life Extension Program scope of work, shall make a thorough review of the pneumatic systems on the rail cars to ensure that the brake system prevents against disablement in service as the result of adverse winter conditions.

Air Piping, Tubing, and Fittings All air hoses shall conform to the requirements of AAR Standards M‐601 and M‐618 with AAR‐ approved reusable fittings conforming to the requirements of AAR Standard M‐927.

All cut‐out cocks shall be of the vented type, except where function prohibits.

Air piping on the trucks shall be flexible hose as specified above. Low spots (traps) are strictly prohibited. Truck air lines shall not be run on the bottom of truck side frames, transom, or bolster.

Where steel piping is used, all connections and joints where disassembly for service may be required shall utilize swivel type butt‐welded flange fittings with an “O” ring type seal. The use of threaded or compression fittings is expressly prohibited.

Air Conditioning System Piping, Tubing, and Fittings Air conditioning refrigerant lines and condensate drain lines shall be of seamless copper tubing, ASTM B88 type “K,” with wrought copper‐sweat type fittings. Tubing per ASTM B280 may be used only in rail car interior installation, and with the approval of the Authority. Joints shall be kept to a minimum and all inaccessible runs of tubing shall be without joints. Piping supports shall meet the criteria established under ASME B31.5, and, for horizontal runs shall be spaced no greater than 24‐inches (61‐cm) and supports for vertical runs shall be spaced no greater than 48‐ inches (122‐cm). Finned tubing in evaporators and condensers shall be copper. Instead of elbows, tubing may be bent utilizing a bending tool designed specifically for bending of the tubing to be used.

Suction lines shall be designed and installed without traps. The suction line shall be sized for 3‐ psi (gauge) (21 kPa) maximum system pressure drop and the liquid line shall be sized adequately to prevent flashing due to pressure drop.

Lines subject to collecting condensation shall be insulated with an approved insulation, applied with an approved contact cement. The liquid line shall be insulated in all areas where required to provide additional mechanical or thermal protection. Insulation at all joints and fittings shall be mitered and sealed with an approved material. The insulation, adhesive, and sealant shall meet the requirements of the Life Extension Program for thermal, smoke emission, and flammability performance.

All piping and pipe subassemblies shall be de‐burred, cleaned, dried, and capped with tight fitting plastic caps or approved equal on all openings after fabrication. Caps shall remain in place until immediately prior to incorporation into the final assembly.

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Vibration eliminators shall be used in piping connections to the compressor. Tubing installations shall be designed to allow any single length of tubing to be replaced without dismantling or removing surrounding equipment, piping, wiring, or other appurtenances.

Brazing and Soldering of Piping, Tubing, and Fittings All refrigerant piping and air system copper tubing shall be joined using silver solder conforming to AWS B2.2, BAg‐5 or BCuP‐5. Refrigeration piping and tubing shall be internally swept with a continuous flow of a non‐oxidizing gas such as dry nitrogen during brazing. Condensate drain tubing shall be joined using 95‐5 solder or silver solder as above. Solder joints shall be wiped and have flux cleaned from tubing and fittings after soldering. After fabrication, the refrigeration and air systems shall each be cleared of all dirt and foreign matter, flushed with a degreasing agent and dried, all according to a procedure prepared for each by the Contractor and submitted to the Authority for approval prior to assembly on the rail cars. The flushing solution is to be included as part of this submittal.

PRESSURE VESSELS All pressure vessels shall conform to the ASME Boiler and Pressure Vessel Code, Section VIII, Rules for Construction of Pressure Vessels Division 1. Test reports shall be furnished for each pressure vessel, and each pressure vessel shall be stamped to record the test.

PAINTS AND COATINGS General The painted portion of the carbody, or any of its components, shall be painted as required by the Life Extension Program and in accordance with the specified color scheme. Austenitic stainless steel portions of the carbody shall not be painted, unless otherwise approved by the Authority for cosmetic reasons. Where stainless steel is painted, procedures shall be as recommended by the paint manufacturer for the application, and surfaces shall be properly prepared to ensure adhesion.

All painting on the carbody or any component shall be performed in accordance with the paint manufacturer’s recommendations. To the greatest extent possible, all exterior paint application for a given rail car shall use the same paint batch to ensure uniformity of appearance. The Contractor and its paint supplier shall submit a touch‐up procedure and ensure that a continuing supply of touch‐up paints in colors used on the rail car, suitable for spot application by spray, roller or brush, will continue to be available in the United States. The touch‐up procedure shall be provided as part of the maintenance procedures.

Materials and Preparation Preparation of the substrate surface and application of painting materials shall be in accordance with the paint manufacturer’s recommendations. Only primers recommended and approved by the paint manufacturer shall be used. All paint materials shall be used at the consistency recommended by the paint supplier. If thinners are necessary, they shall be approved by the paint manufacturer and shall be used only to the extent recommended. Painting shall be

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performed by experienced labor, using proper equipment under competent supervision following documented and approved procedures.

All painting materials shall provide a high quality finish resistant to corrosion, chipping, fading, and shall retain the specified gloss level. Unless otherwise specified, the top coating shall be a two‐part, high solids, low VOC, polyurethane paint system. All components of the paint system shall be provided by the same manufacturer. Alternate paint systems, such as base coat‐clear coat systems, or direct‐to‐metal paint systems will be considered if the paint performance equals or exceeds that of a two‐part polyurethane paint system. All paint and filler materials which are to be superimposed to form a finish system shall be mutually compatible and shall be warranted for use as a system by the manufacturer of the components.

Metal portions of the carbody not constructed of austenitic stainless steel shall, after fabricating, be prepared for painting by grit blasting and immediately painted with an approved epoxy primer, or washed with an alkaline solution, properly rinsed, phosphate coated, or painted with a coat of wash (etch) primer, and then coated with an approved epoxy primer. After erection of the framing structure and body sheets, all undercar metal, except stainless steel, shall receive a polyurethane finish as specified above. The color of the underframe paint shall match DuPont charcoal gray, Color No. 6334.

Appearance Criteria The supplier shall submit color samples and corresponding gloss and tri‐stimulus values for approval concurrent with drawing submittals. The exterior finish shall have a gloss level of 85 +/‐ 5 as measured with 60 degree Glossimeter.

Additionally, the finish shall exhibit no appreciable orange peel. Orange peel shall be evaluated by a distinctness of image (DOI) meter with the finish having a minimum DOI value of 80. As an alternate to the DOI meter, the finish may be compared to the ACT Laboratories Orange Peel Standards, meeting a minimum criterion of 8.

Exterior Painting All exterior surfaces that are to be painted shall be prepared as specified, and the paint shall be applied according to the paint manufacturer’s recommendations. The paint shall be uniformly applied over all surfaces to be covered and shall be free from runs, sags, or other application defects. Painting shall be performed in a clean, dry atmosphere at an ambient temperature as recommended by the paint manufacturer.

Before painting any rail car surface that is exposed to view, all dents, gashes, nicks, roughness, or other surface imperfections or depressions shall be removed, in so far as possible, by straightening and shall then be properly prepared to receive a filler material. If the filler material is provided by a manufacturer other than the manufacturer of the paint system, a letter from the paint manufacturer shall be required stating that the filler is compatible with the paint system. These surfaces shall be properly cleaned and wash primed following straightening. Any remaining dents or other surface imperfections shall then be filled with an approved filler and sanded smooth. The maximum allowable filler thickness shall be as recommended by the filler

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manufacturer for the environment and service to which it is to be exposed, but in no case shall it exceed 0.125‐inch (3.2‐mm).

Paint Cure A solvent rub test shall be performed per ASTM D5402. The test procedure requires no less than 50 double finger rubs with a cloth wetted in acetone or methyl isobutyl ketone to the painted surface. No paint color shall transfer to the cloth. After 72 hours, the painted surface must retain all original gloss and hardness characteristics.

Apparatus and Underfloor Equipment Interior Painting Interior surfaces requiring painting shall be coated with an approved thermosetting powder coating. Parts which are to be powder‐coated shall be cleaned and prepared in accordance with the recommendations of the powder supplier.

The Contractor and its powder supplier shall provide a touch‐up procedure and ensure that a continued supply of touch‐up paint in the proper colors suitable for spot application will continue to be available in the United States. The touch‐up procedure shall be provided as part of the maintenance procedures.

Corrosion Protection Concealed surfaces that can rust or oxidize shall be properly cleaned, receive a wash primer, shall be primed with an epoxy paint, and shall be painted with an approved finish. Where arc welding is performed on joints between stainless steel and other materials, the joint shall be de‐scaled, cleaned, receive a wash primer coating, and shall be painted in accordance with Section B.10.2.

Paint Process Documentation The Contractor shall prepare detailed paint coating and application documentation containing manufacturer’s product data sheets, procedures for surface cleaning and preparation, priming, surfacing, and painting for the carbody and all equipment that is to be painted or powder coated, as well as touch‐up and repair procedures. A detailed paint schedule showing the equipment painted, paint type and manufacturers’ recommendations for thickness, and other pertinent parameters shall also be included. This document shall be submitted for approval prior to painting of any surfaces or components and shall be made part of the maintenance manuals.

Truck Painting All truck components to be painted shall be given a full coat of primer prior to assembly. Following assembly, all exposed surfaces of each truck, including machined mounting surfaces not used, shall be cleaned with compressed air and solvent wiped to remove all dirt and grease. These surfaces shall then be sprayed with one coat of an approved black truck paint of a type which will not conceal cracks that may develop in service, and air‐dried.

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FLAMMABILITY, SMOKE EMISSION, AND TOXICITY REQUIREMENTS General Combustible materials used in the rail cars shall satisfy the flammability and smoke emissions requirements of this Section and NFPA 130, Chapter 8.

The Contractor shall be responsible for complete conformance with the requirements for itself and its subcontractors and suppliers. The Authority may, at its discretion, require that the current batch of production material provided for this Contract be retested for conformance with these requirements.

Electrical Fire Safety Electrical equipment shall conform to NFPA 130, Chapter 8, except where more restrictive requirements are imposed by the Life Extension Program.

AIR FILTERS HVAC and Equipment Ventilation Filters Filters shall be selected in accordance with the manufacturer’s recommendations for the specific equipment involved. HVAC filters shall be the disposable frame, viscous impingement media type, with integral cardboard frames, except that reusable filters may be approved for specific applications where throw‐away filters are not available. Filters shall be designed to meet the performance requirements of each installation and shall be subject to approval by the Authority. All filters shall be freely accessible for replacement and maintenance. Filters shall meet the requirements of UL 900, Class 2.

All air filters must be from a commercially‐available standard catalog size available from multiple suppliers and coincide with those sizes already utilized by the Authority; any specialty filters or those only manufactured by a single manufacturer will not be permitted. Face velocity shall not exceed the manufacturer’s recommendation.

The filters and filter holders shall be sealed at their edges to prevent filter by‐pass. Support of the filter elements shall be provided to prevent blowout of the filter elements under clogged filter conditions. Filters shall be readily accessible for replacement from inside the rail car through the re‐circulated air opening and have airflow directional arrows on the filter frame.

Maintenance personnel shall have full, unconstrained access allowing use of both hands to remove and replace fresh air filters without the need to remove and/or move any components after opening the return air grille. The minimum replacement interval shall be every 92 days.

The fresh air filters shall not become wet under any circumstances. Removal of the fresh air filters shall not allow the inclusion of water through the fresh air intakes.

High Pressure Air Filters Air filter assemblies with replaceable filter elements shall be provided in the line that connects each subsystem to the main air supply system. The filtering capability, flow rate, and overall size

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shall be appropriate for the application so that the filter replacement interval is greater than one year. It shall be possible to gain access to filter elements for replacement without disconnecting or loosening pipe fittings. Filters shall be provided for each of the following systems, and any others if operated from the air supply system: (a) Each air brake control assembly (b) Input and output of each leveling valve (c) Horn and bell Low Pressure Air Filters Replaceable media type filters shall use resin‐bound, spun‐glass fiber materials having an uncompressed thickness not less than 3½‐inches (8.9‐cm). They shall be non‐absorptive of fluids and gases, shall be processed in such a manner that material density increases progressively from inlet to exit side, and shall be coated with not less than 24 grams per square foot of a dust‐ retaining, viscous adhesive film. This film shall be stable at temperatures up to 150ºF (66°C). The filter medium shall be cut not less than ½‐inch (12.7‐mm) oversize to ensure adequate sealing between the edge of pad and its integral frame.

WIRE AND CABLE General Selection of wire sizes and insulations shall be based on the current‐carrying capacity, voltage drop, mechanical strength, temperature, and flexibility requirements in accordance with applicable AAR, ICEA, ASTM, NEC, and MIL specifications. However, in no case shall the properties of the wire and cable be less than those properties delineated in the Life Extension Program. Extra‐fine wire stranding shall be utilized on applications subject to repetitive motion.

All applications of shielded cable shall be subject to approval.

Wire and Cable Type Requirements Conductors Conductors shall be one of the following:

(a) Soft, annealed tinned copper conforming to ASTM B33 for conductors rated 150 °C or less; (b) Soft, annealed silver‐plated copper conforming to ASTM B298 for conductors rated 250 °C or less; or (c) Soft, annealed nickel‐plated copper conforming to ASTM B355 for conductors rated 450 °C or less. Stranding and conductor construction for wire sizes AWG No. 12 to AWG No. 16 shall be in accordance with ASTM B174, Class K, as appropriate for the application.

Stranding and conductor construction for wire sizes AWG No. 18 and smaller shall be in accordance with ASTM B174 Class K, or shall be 19‐strand construction as appropriate for the wire size.

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The use of solid wire shall not be permitted.

Insulation Insulation shall meet the requirements and comply with the standards listed below.

Voltage Rating:

(a) Nominal voltages 300 V or less: Insulation shall be rated minimum 600 V, ac and dc. (b) Nominal voltages greater than 300 V: Insulation shall be rated minimum 2000 V, ac and dc. Within Equipment: Wiring within replacement modular units, electronic apparatus such as cards and card racks, and other equipment, as approved, shall be one of the following:

(a) Tefzel® ethylene tetrafluoroethylene (ETFE) per ASTM D3159 (material standard) and insulation construction per SAE AS 22759/16; (b) Teflon® polytetrafluoroethylene (PTFE) type EE per NEMA HP 3; (c) Cross‐linked polyolefin insulated wire, as described for general rail car‐body wiring, above. Crowded Locations (cab console or similar locations): Tefzel® ETFE per ASTM D3159 and insulation construction per SAE AS 22759/16.

No high temperature insulated wire shall be used in conduit or raceways without specific approval by the Authority. The Contractor shall submit all applications of high temperature wire insulation for review and approval by the Authority.

Marking Each wire and cable shall have printed on its outer surface the manufacturer’s identification, conductor size, temperature rating, and voltage rating. For wire size 1/0 and larger, stranding shall be given in addition to the other parameters.

Multi‐Conductor Cables General Multi‐conductor cables, where approved, shall be constructed using wire as described above for single conductors. All conductors in multi‐conductor cables shall be color coded or otherwise permanently identified as approved. Materials used in the construction of multi‐conductor cables shall meet the requirements below. In applications where current is not a factor in wire size selection, such as LED indicator lights or status displays, AWG No. 16 may be used between repeater devices and displays. For multi‐conductor cables carrying low‐voltage, high‐speed, serial data, exceptions to the wiring requirements may be submitted for approval, based upon availability of wire to meet the application requirements.

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Construction Fillers Where required to obtain a circular cross‐section, fillers shall be made of non‐hygroscopic materials compatible with the wire insulation and jacket, and shall be of the same or of a higher temperature rating than the wire insulation.

Tape A binder tape shall be employed over the assembly of conductors in multi‐conductor cables if needed to assist in cable manufacture, or as required to permit the cable to function as intended in its application. The binder tape material shall be non‐hygroscopic and shall be of the same (or better) temperature class as the wire insulation, and shall be of a compatible material.

Shield The shield, if required, shall consist of either tin‐plated copper braid, concentrically‐served copper, or aluminum/polyester tape with a drain wire, as appropriate for the application. Tape shields shall be permitted for fixed installations only. The shields shall have the following minimum properties:

COVERAG SHIELD MATERIAL STANDARD SIZE NOTES E

Tin‐ Shield strand size and Coated ASTM B33 application shall be as ‐ Copper Shall not recommended by the Strands be less cable manufacturer for Copper Silver‐ than 85 the particular Coated percent application, but shall not ASTM B298 ‐ Copper be smaller than AWG Strands No. 38 Helical Drain wire wrap with Nominal thickness of Aluminum/Polyester shall be in ASTM B33 minimum 0.0004‐inch (0.0102‐ Tape with AWG No. contact with & overlap of mm) aluminum on a 22 7/30 Tinned aluminum 10 percent backing of 0.001‐inch Copper Drain Wire ASTM B174 side of the of tape (0.0254‐mm) polyester shielding tape width

Jackets The overall jacket of multi‐conductor cables shall be of flame‐retardant, irradiated, cross‐linked, modified polyolefin, Tefzel (ETFE), or Teflon (PTFE) to be fully compatible with the wire insulation and application as approved. The coupler cable shall have a jacket of low temperature arctic grade polychloroprene (neoprene) per MIL‐DTL‐13777K, with a wall thickness suitable for 600 volts. The jacket shall be extruded and vulcanized over the cabled conductors, and shall be

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centered, with a smooth appearance without objectionable roughness or irregularities, consistent with good industry practice. The nominal jacket thickness for polyolefin, Teflon, Tefzel and Neoprene shall be that shown below, with the minimum wall thickness not less than 80 percent nominal value.

NOMINAL JACKET WALL THICKNESS Cable Diameter Modified Teflon or Neoprene Under Jacket Polyolefin Tefzel 0.000‐0.250‐inch 0.045‐inch 0.010‐inch 0.072‐inch (0‐6.36‐mm) (1.143‐mm) (0.254‐mm) (1.8288‐mm) 0.251‐0.500‐inch 0.045‐inch 0.015‐inch 0.087‐inch (6.37‐12.7‐mm) (1.143‐mm) (0.381‐mm) (2.2098‐mm) 0.501‐0.750‐inch 0.060‐inch 0.021‐inch 0.1‐inch (12.71‐19.05‐mm) (1.524‐mm) (0.5334‐mm) (2.54‐mm) 0.751‐1.000‐inch 0.080‐inch 0.021‐inch 0.1‐inch (19.06‐25.4‐mm) (2.032‐mm) (0.5334‐mm) (2.54‐mm) 1.001‐1.500‐inch 0.080‐inch 0.025‐inch 0.115‐inch (25.41‐38.1‐mm) (2.032‐mm) (0.635‐mm) (2.921‐mm) 1.501‐2.000‐inch 0.11‐inch 0.135‐inch (38.11‐50.8‐mm) (2.794‐mm) (3.429‐mm) 2.001‐2.500‐inch 0.13‐inch 0.152‐inch (50.81‐63.5‐mm) (3.302‐mm) (3.8608‐mm) 2.501‐3.000‐inch 0.14‐inch 0.195‐inch (63.51‐76.2‐mm) (3.556‐mm) (4.953‐mm)

WIRE AND CABLE APPLICATION AND INSTALLATION REQUIREMENTS General All rail car wiring shall be in conformance with NFPA 70, Chapter 3, Wiring Methods and Materials, APTA PR‐E‐RP‐002‐98, NFPA 130, and IEEE Std 16, except where otherwise specified and except that all wire shall be as required in the Life Extension Program.

Wire Sizes Wiring shall be sized for the intended load, voltage drop, application, and installation method.

Wire and cable ampacity shall comply with NFPA 70, Section 310.15, and Ampacities for Conductors Rated 0‐2000 Volts. Where the temperature rating of the approved wire or cable is not included in Section 310.15 tables, manufacturer's ratings may be used, provided that the rating method is consistent with NFPA 70 Section 310.15.

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In no case shall wire smaller than the following sizes be used:

INTENDED USE MINIMUM WIRE SIZE Pulled through conduits or wireways AWG No. 14 Electronic units, cards, and card racks AWG No. 28 Within control compartments AWG No. 18 Multi‐conductor cables where current is AWG No. 18 not a factor in wire size selection All other wire, including that which is not AWG No. 16 pulled through wireways and conduits The Authority may approve smaller wire sizes for selected applications upon submission of appropriate applicable data for justification.

Trainline wiring, and all associated connections, shall be sized for operation of maximum length trains. The voltage drop permitted between the battery or LVPS and any load in the rail car shall be maximum 2 V. Voltage drop measurements shall include both the supply and return leads, as well as intervening circuit breakers and switches.

Insulation and Jacketing Levels Wiring within enclosures shall be insulated for the highest voltage in the enclosure, unless approved otherwise.

Exposed wiring in areas of likely impact or abrasion shall have additional protection in the form of additional jacketing or armor.

High Temperature Wire Installation If used for interconnecting pieces of apparatus, high‐temperature wire shall be in bundles with a high‐temperature rated protective covering.

High temperature insulated wire shall not be used in conduit or raceways without specific approval.

Spare Wires The Contractor shall provide a minimum of 10% spare wires, not including the wire(s) that are already included within the rail cars, in each group of wires between equipment enclosures, but no fewer than two spares for each wire size smaller than No. 10 AWG. Unless specifically approved by the Authority, no spare wiring shall be used by the Contractor. The Contractor shall install spares in connectors on terminal boards or other means as approved by the Authority.

Wiring Layout The layout of wiring, for both rail car and equipment, shall be designed in advance of its installation and in cooperation with the suppliers of the related equipment such that it can be

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installed with identical arrangement and location in each rail car having similar equipment. All circuits and branches shall be separated by means of terminal boards to isolate portions from others for troubleshooting and searching for undesired grounds. All circuits subject to periodic high potential tests shall be so arranged that they can be conveniently set up for the tests.

Wiring shall be located such that maintenance access, heat sources, and the environment do not damage or reduce the life of the wiring.

Wiring and cabling shall be readily accessible for inspection and maintenance. Extensive wiring and cabling in the rail car interior is contrary to accessibility, even though access panels, false floors, and other portals may be provided.

All wiring shall be performed by qualified, experienced wiring personnel using appropriate tools for stripping insulation, cutting, tinning, harness making, attaching terminals, and other wire fabrication tasks. All wiring tools and equipment shall be used as recommended by the tool and equipment manufacturer.

Wire shall be protected from damage during all phases of equipment manufacture. Wire shall not be walked on, dragged across sharp or abrasive objects, kinked or twisted, or otherwise mishandled. The ends of wire shall not be permitted to lay on wet floors or other damp areas where moisture may be absorbed into the conductors.

When removing insulation, wire strands shall not be damaged in any way. In the event that any wire is damaged, Contractor shall replace at its sole cost, with no additional cost to MARTA.

Wiring Methods General Wiring shall be secured and protected against movement, chafing, and contact with conductive, sharp, or abrasive objects and surfaces such that normal equipment motion does not damage or reduce the life of the wiring. No wiring shall be secured directly to the rail car structure, equipment enclosures, or any metallic surface. In cases where it is necessary to anchor wires or cables to metallic parts of the rail car, cleats or approved stainless steel bottle clamps shall be used. Wires and cables shall not be allowed to chafe or rub against any part of the rail car or each other.

Exposed wiring and multi‐conductor cabling shall be kept to a minimum and shall be subject to the Authority’s review and approval.

Wire and Cable Installation in Harnesses Harnesses shall be wrapped or tied with spiral wrap or tie wraps. Harnessed wires shall not be installed in conduit. Wires from different conduits or other openings shall not be harnessed together with wires running within a box or entering a box through another entrance point. Separate harnesses shall be provided for major circuit groups or types, or as required for specified circuit separation. Harnesses between enclosures shall be supported by wireways.

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WIRE AND CABLE CONNECTIONS General All equipment enclosures and junction boxes, except primary power circuits, shall be fitted with terminal boards or connectors. Primary power circuits shall be fitted with compression terminals and knuckle joint connectors as described in this section.

As part of the wiring plan described in the Wiring Layout section, above, the Contractor shall submit the proposed design and product line of all connections for approval by the Authority. Terminal boards with M4 or Number 6 or smaller screws and quick‐disconnect terminals, other than those specified in this section, shall be permitted only with prior approval by the Authority.

Terminal Boards and Terminal Points General Each board or connector shall have the necessary number of terminations plus a minimum of 10 percent spares, but not fewer than two spare unless otherwise approved by the Authority. Binding‐head, screw‐type terminal boards will be permitted only where approved. All terminal boards shall be in accordance with Military Specification A‐A‐59125.

Jumpers between terminal board points shall be brass or plated steel. Wire jumpers between adjacent terminals of terminal boards will not be permitted.

A maximum of two terminals shall be connected to any one binding screw. A maximum of four terminals shall be connected to any one threaded stud, provided that there is no interference among terminal barrels. On terminal boards, the wiring shall be arranged so that no more than two terminals are connected to a stud from each side.

Fasteners All electrical terminal points and terminal boards shall have brass studs and connections, each of which shall be locked using a single brass nut with brass flat washer and a plated spring‐type lock washer. Studs, nuts, and washers may also be made of corrosion‐resistant, plated steel, where approved by the Authority.

Threaded studs shall have a minimum of 2½ threads exposed beyond the final nuts. Adequate space shall be provided to permit connecting wire terminals with standard tools. All terminals shall be properly torqued to ensure sound connections. Spacers shall not be used.

Markings An approved permanent marking strip on each terminal board shall be provided and attached adjacent to the wire junction point to identify the wires attached thereto, and the wires connected to terminal boards shall have the terminal point location printed on the wire.

Wire Terminations General

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Terminals and connections used throughout the rail car by the Contractor shall be mechanical, solderless, crimp type such as AMP, as manufactured by TE Connectivity, or other approved manufacturer with a comprehensive line of terminals, connector pins, and application tools available.

Cable Connectors General All cable connectors and connector applications shall be subject to approval by the Authority. The Contractor shall work to minimize the number of connector types and connector suppliers. This will be considered by the Authority in granting approval for connectors.

All cable connectors shall conform to IEEE Std 16, section 4.8.2.3.

All cable connectors shall conform to SAE AS50151 or an equivalent standard as approved. They shall employ removable crimp contacts of the correct size for the wire being terminated.

Adjacent connectors shall use either different inserts or different insert orientations to prevent erroneous connections.

Type Requirements In waterproof interior locations, the use of non‐weatherproof connectors will be allowed as approved by the Authority. All other connector requirements specified in this section which do not directly apply to weatherproofing shall be met.

Except as specified above, all cable connectors in exterior locations shall comply with the following requirements:

(a) Circular connectors shall be quarter‐turn, bayonet‐lock, quick‐disconnect type conforming to all provisions in SAE AS50151, or other approved standard, except for the screw coupling requirement. (b) Environmental watertight type. Cable connectors shall be equipped with sealing gaskets on the front mating surface and on the back where the cable enters. The cable jacket shall be held by a clamp within the connector body. (c) Plastic‐bodied connectors shall not be used in exterior locations. Connectors in high vibration or high motion areas, such as speed sensors and trainline jumpers, shall have the wire connections soldered and potted and shall have a watertight jacket molded over the cable and connector to form a unitized assembly.

Trainline jumper connectors shall be as manufactured by Pyle‐National or approved equal. The Contractor shall conduct an approved vibration test on the unitized assemblies. Quarter‐turn, bayonet‐lock, quick‐disconnect type connectors shall not be used on trainline jumper cables.

Plating Except as noted below, the connector contact area shall be plated with a minimum of 0.000030‐ inch (0.00076‐mm) of gold over a minimum of 0.000050‐inch (0.0013‐mm) of low‐stress nickel.

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For high current applications, the connector contact area shall be plated with a minimum of 0.00010‐inch (0.00254‐mm) of silver.

Installation The receptacle portion of all cable connectors shall be rigidly mounted. Connectors of a different size (but similar type) installed in the same area shall be mechanically keyed to prevent inadvertent installation into the wrong receptacle.

Unused connector pin positions shall be sealed with either connector contacts or plastic sealing plugs designed for that purpose.

Ethernet Cable Connectors Connectors shall be industrial Ethernet M12 type, complying with IEC 61076‐2‐101, with the following features:

Gold plated contacts Rated for minimum 500 mating cycles Connectors and the cable‐to‐connector attachment IP65 rated per IEC 60529 Grounding Ground Wire Ground wires to resiliently mounted equipment, from the carbody to truck frame, or in other locations with relative movement, shall be tinned braided copper ground cables fitted with flared terminal barrels designed for strain relief.

Grounding wires to fixed equipment may be standard rail car wiring.

Ground wires shall be sized to limit voltage rise to less than 50 V under worst case fault currents.

Grounding Connections Grounding connections to the carbody and equipment shall be made through existing silver‐ soldered or brazed copper pads of an area adequate for the anticipated maximum current that may be carried under any circumstances. Alternative ground pad attachments and locations may be permitted in certain cases as approved by the Authority. All ground pads shall be visible and accessible for inspection and troubleshooting. The ground connections shall be attached by a bolt, washer, lock washer, and nut designed for the purpose; nylon locking nuts shall not be used. An anti‐corrosive grease shall be applied over the connection.

All equipment enclosures and shock‐mounted equipment shall be grounded with flexible, grounding leads bolted between a carbody grounding pad and the equipment’s grounding pad. Braided, strap‐type leads shall be used where there is relative motion between the two items being connected. It will not be permitted to simply remove paint from the component base contact area with the carbody that is to be grounded for making the connection. The ground strap termination method shall apply uniform pressure to the conductive surface and the current density shall not exceed the bonding requirements of the Bonding section, below.

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Low voltage and high voltage circuits shall not be grounded at the same connection.

Bonding All grounding and bonding jumpers and straps shall be sized to carry fault current and lightning discharge current for which the voltage drop shall not exceed 25 volts. The bonding method employed shall not produce a dc resistance in excess of 0.0025 ohms, or more than 0.025 ohms at 150 kHz for any applied ac voltage. Grounding and bonding jumpers and brazed shunt straps shall be “extra‐flexible.”

Wire Splicing Splicing of conductors shall be avoided and shall be permitted only with approval on a case‐by‐case basis. Splicing of conductors in conduit shall not be permitted. In the event a splice is approved, it shall be in a junction box, and the spliced joint shall be mechanically as strong and have the same conductivity as any other part of the conductor. The splice shall be an insulated permanent crimp splice in accordance with Military Specification SAE AS7928, Type II, Class I, and shall be installed with the crimping tool and die of the splice manufacturer. All splices shall be insulated with self‐sealing, weather‐tight, seamless shrink tubing. The outside diameter of the spliced portion of the cable after the insulation is applied shall not exceed the outside diameter of the unspliced portion by more than 40 percent. Splices shall be identified in the integrated schematic.

ELECTRICAL AND ELECTRONIC DESIGNS General All electrical and electronic control apparatus shall conform to IEEE Std 16, IEEE Standard for Electrical and Electronic Control Apparatus on Rail cars. If there is a conflict between requirements given elsewhere in this Specification and IEEE Std 16, the more restrictive condition shall govern. Alternative standards such as IEC 60571, Electronic Equipment Used on Rail cars, Class TX, may be approved by the Authority, on a case‐by‐case basis, based on the specific application. All standard type tests shall be performed.

Reliability Standards All electrical and electronic control systems shall be designed, and components shall be selected, using MIL‐HDBK‐338, as a guide. All devices shall be derated to operate within the "Acceptable" region for electrical stress versus temperature for "Airborne Applications". If there is a conflict between guidelines given elsewhere in this Specification and MIL‐HDBK‐338, the more restrictive condition shall govern. Other service‐proven electrical and electronic control system devices may be submitted for Authority review and approval.

A documented closed‐looped Failure Reporting and Corrective Action System (FRACAS) (per Reliability Toolkit: Commercial Practices Edition) shall be established and maintained to provide for the identification, tracking, and repair of all product/process failures. Early elimination of failure causes or trends will contribute significantly to reliability growth and continuous process improvement.

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All semiconductor devices shall be de‐rated to operate within the acceptable region for electrical and temperature stress as specified in “Reliability Toolkit: Commercial Practices Edition.” If there is a conflict between guidelines given elsewhere in this Specification and the Reliability Toolkit, the more restrictive condition shall govern.

Ability to Repair Electrical and Electronic Devices Where practical, all electrical assemblies, including such items as PC boards, shall be designed for repair by the Authority in their electronics laboratory.

The Contractor shall supply information to the Authority to permit the repair of printed circuit boards, relays, contactors and filters. The information shall be sufficiently complete to allow the Authority or an independent contractor to perform repairs. This information shall include circuit diagrams, bills of material, manuals, catalog data and other documentation appropriate to the device and necessary to perform repair.

Assemblies shall not be sealed, potted, or constructed to prohibit repair by the Authority. Assemblies that must be potted or sealed by design shall have a minimum 10‐year warranty.

Hardware Refer to Section B.16.1 for general hardware requirements. All hardware associated with electronic and electrical control systems shall be protected against moisture, oxidation, and common airborne contaminants.

Enclosures/Racks All circuit boards that are rack‐mounted shall plug into racks containing the mating half of the circuit board connector. The circuit board rack shall mount in an enclosure conforming to requirements in the Life Extension Program. The rack, circuit board, and circuit board hardware shall be designed as an integrated system.

The rack and enclosure shall provide environmental and EMI shielding as required to meet the requirements of the Life Extension Program.

Printed circuit boards shall be positively retained by means of keeper bars or other approved method. The enclosure or rack cover shall not be used to retain the circuit boards, unless specifically designed to do so. Hinges and latches shall be of stainless steel.

Each circuit board shall be fitted with an ejector or hand grip to assist in board removal. The rack and the edge of each board, or the card ejector, shall be labeled with corresponding numbers to identify board location within the enclosure. A brief functional designation shall also be included on each label.

The enclosure/rack shall not be connected to the power supply return or signal common.

Where it is necessary to use printed circuit boards that are not plug‐in and not mounted in an enclosure, the following additional requirements shall apply:

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(a) The PC board shall be protected from mechanical damage and hostile environments such as arc discharge and contact with high voltage. (b) If the PC board is part of a high voltage circuit, special care shall be used in its design with regard to strike distance and creepage in the rail rail car environment. This shall include the distance between PC board components and with respect to any grounded mounting surfaces. IEEE Std 16 shall apply where applicable. (c) Any test points required in routine testing or fault isolation to the user replaceable level, shall be easily accessible without disassembly or tools. If replacement of the PC board is required (as part of secondary maintenance), no special tools or soldering shall be required.

Each PC board use and application of this type shall be subject to approval by the Authority.

Optical Fibers Any application of optical fibers shall be approved by the Authority prior to implementation. This approval is not intended to discourage the use of optical fibers; rather, it is meant to verify reliability and maintainability of the proposed application. In no case shall the on‐car repair of an optical fiber require sophisticated or complex polishing and alignment. The connections between optical fibers and car‐replaceable units shall be via approved “quick‐disconnects.”

SEMICONDUCTORS General Semiconductors shall be selected to withstand all continuous and transient voltage and power demands present in the circuit application without damage or shortened life. All circuit designs shall provide for the presence of high current switching equipment on the rail car and the resultant induced voltages and currents in electrical equipment.

Ratings Semiconductors, except diodes (see below), operated from the battery supply or those connected to trainlines, shall have minimum breakdown ratings of four times the maximum achievable circuit voltage. Suppression devices shall be provided as necessary to protect the devices and limit the circuit voltage.

Diodes operated from the battery supply, used as suppression devices, or connected to trainlines shall have a minimum breakdown rating Peak Inverse Voltage (PIV) of 1,000 volts. Diodes with less than 1,000 V PIV rating may be used if adequate circuit transient protection is also provided.

All discrete semiconductors operated from inverters or other isolating devices shall have a minimum breakdown rating of two times the maximum circuit voltage, except where specifically detailed otherwise. Suppression devices shall be provided as necessary to protect the devices and limit the circuit voltage.

All semiconductors shall be operated at less than 50 percent of the maximum continuous‐current rating or 50 percent of the maximum continuous‐power rating, whichever is more restrictive.

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High power/current devices may be exempt from this requirement with prior approval on a case‐ by‐case basis. The Contractor shall submit complete device information, including all manufacturers’ application recommendations, and calculated current and power demands with all waiver requests for approval by the Authority. If approved, such waivers shall not reduce other requirements, including reliability.

Integrated circuits operated from the battery supply through inverters or other isolating devices shall be operated within the voltage and current ratings specified by the manufacturer, derated to less than 50 percent of the maximum stress level at the maximum operating temperature of the device as specified by the manufacturer.

Where the supplies to integrated circuits are regulated and surge protected, the voltage rating shall be 15 percent below the manufacturer’s recommended maximum. In addition, the maximum power shall be limited to 50 percent of the manufacturer’s specified maximum at the maximum operating temperature.

All semiconductor junction temperatures shall be limited to 302°F (150ºC) (or to the maximum rated temperature for the device, whichever is less) or less at maximum ambient temperature and at maximum rated output power.

Silicon semiconductors shall be rated for operation over the temperature range of ‐40ºF to 185ºF (‐40°C to 85°C) and shall be hermetically sealed to the extent required by the application.

Gallium arsenide and similar optical semi‐conductors shall be rated for operation over the temperature range of ‐40ºF to 185ºF (‐40°C to 85°C).

Availability All semiconductors shall be available from at least two manufacturers and available from U.S. distributors. Single source devices, such as high voltage power devices, microprocessors, application specific integrated circuit’s (ASIC’s) and related support chips shall be used only if approved by the Authority. Such devices shall be essential to the proposed equipment, shall meet the proven service requirements, and shall be supplied by established manufacturers committed to support the devices.

Marking Each device shall be labeled to identify both the manufacturer and the complete part number. Operational characteristics of the device shall be published and available to the Authority.

Burn‐in Acceptance testing to eliminate infancy failures is required for all sub‐assemblies containing electronic components. All such assemblies shall successfully pass a minimum 72‐hour, temperature‐cycled, burn‐in test without failure. Testing shall be performed with the equipment positioned as mounted on the rail car, powered, and connected to a simulator which shall duplicate the I/O (input/output) conditions seen in normal service. The equipment shall be placed in an environmental chamber and cycled continuously between ‐13°F (‐25°C) and 158°F

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(70°C). Each cycle shall be 8 hours in duration, consisting of 3 hours and 40 minutes at 158°F (70°C), followed by a 20‐minute return to ‐13ºF (‐25°C), followed by 3 hours and 40 minutes at ‐ 13°F (‐25°C) and a 20‐minute return to 158°F (70°C). Alternative burn‐in cycles will be considered but must be approved by the Authority. All outputs of the equipment shall be monitored for anomalous operation. Assemblies consisting exclusively of components rated at 50 amperes or greater will be exempt from this requirement.

Other Prohibitions Electronic equipment shall utilize stock components and shall function properly with the component manufacturer’s full range of tolerances, such that after‐purchase screening or testing of components shall not be required.

Matching of components shall be permitted only if the components are normally available from the manufacturer in matched sets.

Germanium semiconductors shall not be used.

PRINTED CIRCUIT BOARDS General Printed circuit boards shall be designed to IPC‐2220 Design Standards Series, Printed Boards, Class 2 or better. Printed circuit board assemblies shall be constructed and inspected to IPC‐A‐ 61 0‐2001, Class 2 or better.

Class 3 requirements shall apply to all vital equipment. Class 1 requirements shall apply to wayside computers that are not utilized in rail car operation.

Circuit board material shall be per NEMA Standard LI 1, Type FR‐4, for boards which have no components, whose power dissipation is greater than 2 watts, and when said board is not mounted adjacent to components dissipating greater than 2 watts. Otherwise, circuit board material shall be per NEMA Standard LI 1, Type FR‐5.

1 Printed circuit boards shall have a minimum thickness of /16‐inch base material. All conductor material shall be copper and shall be firmly attached to the board and shall be resistant to blistering and peeling when heated with a soldering iron.

All printed circuit boards shall be designed for ease of testing per ANSI/IPC‐D‐275, “Testability Design Check List.”

Traces shall be made as wide as practical, with the minimum width being based on a 10ºC temperature rise.

Components with pins shall be mounted only on one side. Connections shall be made to the other side or internal layers via plated through holes. SMT devices may be mounted on both sides if part of an approved existing design.

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All circuit boards shall be inherently stiff or shall be reinforced to prevent damage due to vibration or handling. Circuit boards larger than 100 square inches (645 square cm) shall be centrally stiffened unless otherwise approved by the Authority.

All printed circuit boards with the same function shall be interchangeable between equipment groups without adjustment.

All printed circuit boards shall be of the “plug‐in” type, with positive support against vibration. Single board applications, where approved by the Authority, may be of a “non‐plug‐in” type.

Printed circuit boards shall be designed for insertion and removal with power applied, except where power is removed by a switch adjacent to the card rack and except where the mechanical construction would generally prohibit removal and insertion with power applied. Where a switch is used, it shall be labeled with a warning regarding its proper use.

Marking All circuit boards shall be labeled with a part number, serial number, and descriptive nomenclature.

All components shall be labeled on the board with component drawing references and such other information as may be required to repair and troubleshoot the board. The component and wiring sides of the board shall each be marked to indicate capacitor and diode polarity, and at least two leads or one lead and a graphic symbol indicating orientation of all transistors and thyristors.

Integrated circuits and other multi‐terminal devices shall have an index mark on the component side of the board, visible with the component inserted, to indicate proper keying and insertion; additionally, the first pin on all IC packages shall be identified on the wiring side of the board. The labels used to identify components on the printed circuit board shall match those used in the schematic drawings for that particular component.

Component Mounting Components shall be fastened to the board in such a manner as to withstand repeated exposure to shock and vibration. Large components shall be mechanically supported in addition to the solder connections. Power resistors shall be mounted on standoffs so that the resistor bodies do not contact the board, spaced far enough away from the board so that resistor‐produced heat will not discolor or damage the board.

IC and Device Sockets IC and device sockets are prohibited except for components that must be removed for reprogramming or initial calibration procedures or devices that are available only for mounting in sockets. All socket applications shall be subject to approval by the Authority. All other components shall be soldered in place.

Where approved, IC sockets shall comply with approved standards such as MIL‐DTL‐83502E and MIL‐DTL‐83734H, as applicable for the device, and shall be made of the following materials:

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(a) The bodies shall be molded from diallyl phthalate, PTFE Teflon, or approved equal. (b) The contacts shall be fabricated from beryllium copper and shall be plated with a minimum of 0.000030‐inch (0.000762‐mm) of gold over a minimum of 0.000050‐inch (0.00127‐mm) of low‐stress nickel in the area of contact with IC pins. Conformal Coating Both sides of assembled printed circuit boards shall be coated with a clear insulating and protective coating material conforming to IPC‐CC‐830, Class 2 or better, except that all coatings shall include fluorescent indicators.

All IC sockets, connectors, and test points shall be masked when the coating is applied.

The coating shall be easily removed with a brush‐applied solvent or penetrated by a hot soldering iron when a component must be unsoldered. The coating solvent shall not adversely affect board‐mounted components.

All IC sockets, connectors, and test points shall be masked when the coating is applied.

Keying All printed‐circuit boards shall be mechanically “keyed” to prevent insertion into the wrong slot or in the wrong orientation. Further, circuit boards in safety‐related control systems, such as friction brakes, cab signal, ATC, ATS, and systems which can cause damage or unsafe train operation if the rail car is operated with a card removed, shall be connected through a safety circuit to disable the rail car if a circuit board is removed.

Circuit Board Connectors Printed circuit board connectors shall be heavy‐duty, high‐reliability, two‐part type with a history of successful service in rail applications and shall be approved by the Authority prior to commencing design.

Connectors which comply with MIL‐DTL‐55302 or DIN 41612 Level 1 or 2 and which have plated contacts as described below are considered to comply with the requirements of this Section.

The connector contact area shall be plated with a minimum of 0.000030‐inch (0.000762‐mm) of gold over a minimum of 0.000050‐inch (0.00127‐mm) of low‐stress nickel.

Card‐edge connectors are prohibited.

Testing Sufficient clearance shall be provided between components to allow testing, removal, and replacement without difficulty.

Test points shall be provided in appropriate locations on modules and printed circuit boards. A negative‐return test point shall also be provided. The test points for manual testing shall either accept and hold a standard 0.080‐inch (2.1‐mm) diameter tip plug or shall be a turret lug similar

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to Cambion No. 160‐1026‐01‐05 or approved equal, with sufficient clearance to permit it to accept a standard oscilloscope probe clip and shall be identified by appropriate markings.

Extenders For all new control packages, printed circuit board extenders shall be provided by the Contractor for test purposes. At least two extenders of each type shall be available for use and evaluation throughout the design conformance and acceptance test programs. The interfaces between extender and enclosure and PC board shall be positive and secure and shall prevent malfunction and loss of securement during testing. Mechanical locking means shall be considered for large PC boards.

ELECTRICAL DEVICES AND HARDWARE General All electrical devices shall be rail industry proven.

Contactors and Relays General All contactors and relays shall meet or exceed the requirements of MIL‐PRF‐6106 and MIL‐R‐5757 respectively, with the following qualifications.

Devices shall be tested for proper functioning in orientations up to 30 degrees from the orientation in which they are mounted in the rail car in each of the three possible rotations: pitch, yaw, and roll.

If adequate documentation exists to demonstrate that, during functional and operational testing of the rail car, the contactors underwent normal duty cycle tests, it shall be considered as an acceptable alternative to burn in.

In selected applications, contactors and relays shall comply with the requirements of MIL‐PRF‐ 6106 (for ratings of 10 amperes or greater) and MIL‐R‐5757 (for ratings of less than 10 amperes) but need not be qualified to these documents if all of the following requirements are met:

(a) The device is service‐proven in the same application. (b) The device is service‐proven in rail service. (c) All other requirements of the Life Extension Program are met. (d) The Authority approves of the application. All devices shall be constructed and utilized in a fail‐safe manner; that is, all failures shall be such that passengers, crew, and equipment are not placed in jeopardy.

The coils of all devices shall be suppressed to protect the low‐voltage network from transients. Under no circumstances shall either the main or auxiliary contact tips of the devices be placed in parallel for the purpose of carrying a current load at or above the manufacturer’s contact tip rating.

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Contact tip ratings shall be stated for the worst condition of reduced surface contact which may result from tip misalignment and wear during normal operation.

Contactor installation shall be such that the arc spray is directed by an arc chute away from ground and any other electrical devices proximate to the contactor.

All dc contactors shall have series‐fed blowout coils. The Contractor shall demonstrate the ability of each contactor type to reliably interrupt current over the full design operating range.

Bifurcated contacts shall be used in low voltage applications, whenever necessary, due to dry contacts or low current switching requirements.

All time delay relays shall be of the R‐C delay or solid state type. No mechanical or pneumatic time‐delay devices will be permitted.

Adequate gap and creepage distances shall be maintained from high voltage contactor tips and low voltage coil and auxiliary contacts, to prevent entry of high voltage arcs or transients into low voltage circuits. The same shall also apply to grounded mounting surfaces. APTA RP‐E‐004‐98 shall apply where applicable.

Relays shall not be affected by the accumulation of airborne dust.

Mounting All devices shall be installed so that they are fully accessible for inspection, repair‐in‐place, or removal and replacement. All contactor terminals shall be fully accessible for troubleshooting. Contactors and relays shall incorporate means of visually determining whether they are picked up or dropped out. Relays on printed circuit boards or within electronic assemblies may be exempted from the requirement for a visual indication, as approved by the Authority.

There shall be a maximum of two wire terminations on any one contact of any device.

Where plug‐in relays are approved, the relay shall be positively retained by means of a retaining clip or bar. This device shall be captive, of rugged construction, and shall be easily positioned for relay installation and removal without the need for special tools. When the relay is removed, the retainer shall itself be retained so that it cannot come in contact with devices which may have exposed energized electrical circuits, and it shall not interfere with the operation of any other device when in this position.

Construction Devices shall be constructed in a heavy‐duty fashion suitable for railroad service. The Authority reserves the right to review and approve the design and selection of all contactors and relays.

Contactor tip replacement shall not exceed 10 percent of the total number of tips at 90‐day intervals.

All contactors shall be constructed so that the main contact tips make and break with a wiping motion that prevents deposits and pitting.

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Marking All devices shall be readily identifiable by means of a permanent, durable marking strip giving the device circuit designation. No identification shall be obscured, or partially obscured, by wire routing. The identification strip shall be mounted adjacent to the mounting of said device.

Switches General Under no circumstances shall poles of switches be placed in parallel in order to carry currents in excess of the contact pole rating given by the manufacturer.

There shall be a maximum of two wires connected to each terminal of the device.

Switches shall not be utilized in the place of circuit breakers.

In addition to the above requirements, all switches and pushbuttons shall meet the following requirements:

(a) Contact resistance shall be less than 0.1 ohm at 3 VDC and 10 milliamps (b) Open circuit resistance shall be 50 meg‐ohms minimum (c) Resistance to case shall be 1000 meg‐ohms minimum at 500 VDC Mounting Switches shall be provided with a mechanical “keying” feature so that after installation, the body of the switch is constrained from mechanical rotation.

All switches provided shall be of the highest quality procurable and shall be fully suitable for the Authority’s service environment. All control switches subject to water splash (switches mounted near windows or doors, or mounted on the Operator’s console) shall be environmentally sealed. Toggle and push button switches shall be per MIL‐DTL‐3950, MIL‐PRF‐8805, MIL‐DTL‐83731, or equal. All safety‐critical switches, such as those for door operation, shall be designed to withstand a high potential test of 1500 volts for 1 second, in a clean, dry condition, without false conduction. The design and selection of all switches shall be subject to review and approval by the Authority. Switches shall be individually replaceable by disconnecting only the mounting fasteners and electrical connections of the switch to be replaced.

Capacitors and Resistors Hermetically‐sealed, dry tantalum capacitors, in metal cases, shall be used in place of aluminum electrolytic capacitors, except for very high values which are not commercially practical or available, in which case long‐life grade aluminum electrolytic capacitors shall be used.

Commutating capacitors shall be of paper or plastic film type, shall incorporate a non‐toxic impregnant, and shall be chosen to give a service life of at least 20 years. Filter capacitors shall have high ripple current rating for long life.

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Capacitors shall be derated 20 percent for voltage based on the nominal supply voltage and maximum case temperature. If filter capacitors are exposed to low ripple voltages, lesser values of derating may be accepted if it can be shown that reduced operating temperatures can be achieved due to reduced dissipation. However, the sum of the dc and ac ripple voltages shall always be less than the capacitor’s voltage rating at a maximum case temperature of 185°F (85°C).

Except for braking power resistors, all resistors shall be derated 50 percent for power dissipation. Applications for approval by the Authority of less derating may be submitted on a case‐by‐case basis.

Transformers and Inductors Transformers and inductors shall be derated 10 percent for current. Transformers shall:

(a) Have vacuum‐impregnated windings. (b) Be rated to withstand at least twice the maximum peak‐to‐peak voltage that they shall be subjected to in operation. (c) Not emit audible noise in excess of 60 dB referenced to 20 micropascals at a distance of 2 feet while operating at rated voltage and load. (d) Be designed to minimize radiated and induced EMI. (e) Be located, orientated, mounted with cable connections and routing in accordance with the overall EMI/EMC control plan for the rail car. Switch, Circuit Breaker, and Fuse Panels Type Requirements All switch, circuit breaker, and fuse panels shall be of the dead front type, mounted in the specified equipment enclosures.

Each switch and circuit breaker panel shall carry the necessary apparatus, arranged to be easily accessible to connections and designed to prevent operating or maintenance personnel from coming in contact with energized parts when operating the switches or circuit breakers. Furthermore, all energized portions of the protected circuitry shall be completely concealed so that no danger of shock exists from touching the panel or any appurtenances or devices mounted thereto.

A wiring gutter shall be provided along the top, sides, and bottom, for the routing of high voltage leads to their designated circuit breakers.

The panel shall be secured by approved, captive fasteners and shall be configured for easy removal so that maintenance is not impeded.

Power distribution to circuit breakers and switches shall be from a bus bar or bus circuit. Distributing power by successive or “daisy‐chained” connections between device terminals shall not be permitted.

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The dead front panel shall be as defined in NFPA 70. The dead fronts shall be made of moisture‐ proof, electrically insulating, laminated phenolic or grounded metal. Asbestos shall not be used.

Marking Each switch, breaker, fuse, and indicating light shall be provided with a nameplate of raised or recessed lettering on the dead front, clearly identifying the circuit to which each applies and its circuit designation.

Battery Backup Circuits Backup batteries shall not be permitted, unless specifically approved by the Authority.

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ATTACHMENT C MAINTENANCE MANUALS

This section may be accessed through the following web address:

https://www.dropbox.com/sh/3nith1gu4ypyifg/AAAj95qc20F‐O496JWj4PCcqa?dl=0

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ATTACHMENT D OEM TEST PROCEDURES

This section may be accessed through the following web address:

https://www.dropbox.com/sh/3nith1gu4ypyifg/AAAj95qc20F‐O496JWj4PCcqa?dl=0

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ATTACHMENT E MARTA MODIFICATION PROCEDURES

This section may be accessed through the following web address:

https://www.dropbox.com/sh/3nith1gu4ypyifg/AAAj95qc20F‐O496JWj4PCcqa?dl=0

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ATTACHMENT F MARTA QUALITY ASSURANCE CONDITIONS

PART I ‐ GENERAL

A. Developing and implementing a Quality Control Program (with inspection in scope) which will ensure that the requirements of the Contract will be satisfied. The Program shall include, but is not limited to, furnishing the services of a full‐time Quality Control Officer (QCO) for the duration of the Project who will be responsible for implementing the Quality Control Program.

1. The QCO shall be present and in charge of quality control at all times when work is being performed. The services of an Alternate QCO shall be furnished to ensure the continuous presence of a QCO on the job‐site at all times when work is being performed.

2. Appointment of the QCO and Alternate QCO shall be by a letter signed by an officer of the Contractor.

B. Submitting a Quality Program Plan which describes the methods and means to be employed in implementing the requirements of the Program as outlined in the specifications. The requirements set forth are intended to be the minimum acceptable and do not infer a limitation on the Contractor's quality efforts. The Quality Program Plan shall comply with the requirements of the American National Standards Institute (ANSI), the American Society for Quality (ASQ), or the International Standards Organization (ISO) 9000 Series.

PART II – DEFINITIONS

A. The MARTA Quality Control Program embraces all activities necessary to ensure a quality transit system from concept and criteria through design, construction, procurement, installation, test, operation, and maintenance.

B. Quality Control is defined as those planned activities of the Contractor, as well as the Authority and its agents which will ensure the Authority that it has received quality equipment, systems or facilities as defined by the Contract Documents.

C. Quality Control encompasses all the instructions, procedures, programs, requirements, skills, training and equipment employed by the Contractor to consistently deliver documents, design drawings, technical specifications, design review packages, submittals, equipment, and facilities of the quality required by the Contract Documents.

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PART III – CONTRACTOR'S QUALITY CONTROL OFFICER

A. Qualifications ‐ Quality Control Officer (QCO) and Alternate QCO shall be either:

1. A graduate engineer having five years’ experience in rail car overhaul/repair, with at least three years’ inspection experience on such vehicles.

2. A non‐graduate having ten years’ experience in transit rail car overhaul/repair or similar activities, three of the ten shall have been in a supervisory capacity, and in the Quality Control Inspection of rail cars similar to those on the MARTA System.

B. QCO Duties:

1. Develop, implement and supervise a Quality Program for the Contractor's and subcontractors' forces.

2. Have sufficient, well defined responsibility, authority and the organizational freedom to identify and evaluate quality conditions and to initiate, recommend or provide solutions.

3. Ensure good workmanship, the use of proper construction materials and equipment, and correct installation procedures are followed.

4. Implement quality controls that will ensure meeting the Contract requirements.

C. Conditions of Employment:

1. The Authority will review the QCO's experience and qualifications and approve the appointment of an acceptable officer.

2. If the QCO is not effective in executing the duties assigned, the Authority may instruct, in writing, that the Contractor furnish the services of another approved QCO.

3. If the Contractor desires, or is instructed to replace the QCO with another, the Contractor shall notify the Authority, in writing, and submit for approval the name, experience and qualification of the proposed QCO within ten business days.

4. The QCO shall have well‐defined reporting responsibility to the Contractor’s Quality Management and shall have the organizational freedom to identify and evaluate quality problems and to initiate, recommend or provide solutions. The Quality Officer shall not report to the Contractor’s field representative, but shall report directly to a senior officer of the Contractor Quality organization. Representation by the Contractor’s QCO shall be available during assembly activities and at the Authority’s request.

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PART IV – CONTRACTOR'S QUALITY PROGRAM PLAN

A. The Quality Program encompasses those activities to be performed by the Contractor to ensure that the Work conforms to the Contract requirements. The Quality Program Plan shall contain an index and each page shall be numbered and uniquely identified with a revision number and date of issue. Work undertaken by the Contractor before verification of conformance of the Quality Program Plan by the Authority shall be at the Contractor’s risk and expense.

B. Quality Program Plan shall, as a minimum, meet the following requirements. All procedures referred to herein shall be made available for Authority review and approval. The procedures shall encompass all phases of the system including, but not limited to, software, surveillance of subcontractors’ production techniques, production and process control, functional testing, discrepancy control, measuring and test equipment calibration, drawing control, quality records, shipping, inspection, and other quality provisions to meet Contract requirements.

1. Identify Contractor's personnel who have quality control responsibilities and describe their qualifications, experience, responsibility and authority and include an Organization Chart of the complete team and key personnel. The Contractor shall also identify the person responsible for directing and managing software and door interlock systems.

2. Recognize that the Contractor is responsible for ensuring that all supplies and services procured or provided conform to the Contract. Verify that processes are developed and maintained for addressing both the basic acquired material and any modifications or applications written to adopt them into the intended system. Additionally, recognize the Authority's right to inspect and reject at the source any supplies furnished or services rendered under the Contract.

3. Quality Techniques: The Contractor shall employ tools and techniques to ensure quality and meet the requirement for the design, installation, testing, close out, warranty, and maintenance for the project.

4. Describe detailed operating procedures and forms that will be used to implement the Quality Program, provide verifiable objective evidence in the form of complete and reliable records, and ensure the quality of materials, equipment, facilities, system design drawings, design review package, and workmanship.

5. Describe the means of assuring that foremen, subcontractors and others are inspecting their own work adequately and in a timely manner. Assure that software personnel are trained and qualified to accomplish their tasks.

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6. Describe how the quality and testing of subcontractor work, such as mechanical, electrical, etc., will be accomplished and verified.

7. Describe procedure(s) for documenting and monitoring test results and how appropriate and timely responses to adverse test results will be ensured. Assure that system problem reports, discrepancies from reviews, and test anomalies are documented, addressed, analyzed, and tracked to resolution.

8. Describe the method of ensuring Authority approval of required remedial action procedures and processes prior to the start of such actions.

9. Describe a procedure for controlling nonconforming material, including its identification, segregation and disposition. The Contractor shall establish and/or follow procedures for identifying, documenting, controlling, and processing nonconforming material. Repair or rework of nonconforming material shall be in accordance with documented procedures made available to the Authority upon request. Nonconforming material shall be positively identified, documented, and separated to prevent unauthorized use, shipment, or intermingling with conforming material. The Contractor shall provide holding areas and procedures acceptable to the Authority.

10. Describe a procedure for ensuring that inspection, measuring, and test equipment are appropriate for their use and how their accuracy will be ensured by calibration. The Contractor shall demonstrate an effective time or usage‐cycled calibration and certification program. Validity of measurements and tests shall be assured with suitable inspection measuring and test equipment of the range and type necessary to determinate conformance of items with the Contract requirements. At intervals established to assure continued validity, measuring devices shall be verified or calibrated against certified standards that have a known traceable relationship to the National Institute of Standards and Technology (NIST). Tooling, used as a medium of inspection, shall be included in the program. Furthermore, every device so verified or calibrated shall bear an indication attesting to the status and showing the date (or other basis) on which inspection or recalibration is next required. Suspected out of calibration devices, before the stated recalibration date, shall be promptly recalibrated. Any tests performed with non‐compliance instruments shall be considered invalid. In the event that no national standards exist for calibration, the basis for calibration shall be documented.

11. Describe a tracking system procedure to assure timely actions are taken. In the event actions are not forth coming in a timely manner, the need for action is escalated in a step‐by‐step fashion to increasing higher levels of management. The procedure shall ensure that conditions averse to quality, such as failures, malfunctions, deficiencies, deviations, and defects in material and equipment, shall be promptly identified and corrected. The measures shall ensure that the cause of conditions averse to quality is

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determined, and that corrective action is immediately taken to preclude repetition of such conditions. Identification of conditions averse to quality, the cause of the condition, and the corrective action taken shall be documented and reported to appropriate levels of the Contractor’s management and made available to the Authority upon request. Designing, purchasing, manufacturing, inspecting, testing, or other operations which could result in or have resulted in defective supplies, services, facilities, technical data, standards, or other elements of Contract performance, shall be identified and changed as a result of the Quality Plan. Corrective action shall extend to the performance of all subcontractors and, as a minimum, include:

(i) Data analysis and examination of scrapped or reworked products to determine extent and causes.

(ii) Trend analysis in processes or performance of work to prevent nonconforming products.

(iii) Required improvements and corrections, initial review of the adequacy of such measures, and monitoring of the effectiveness of corrective action taken.

12. Describe a procedure used to assure compliance with testing requirements in the Contract. Formal and acceptance software/programming testing shall be witnessed by appropriate personnel to verify satisfactory completion and outcome. Where testing laboratory services are required, the name and address of each laboratory shall be identified.

13. Describe the program by which employees will be indoctrinated, briefed; have feedback acknowledged, skills verified, and how they will be trained.

14. Describe a procedure to accomplish the following inspections:

(i) Receiving Inspection: The Contractor’s receiving inspection shall provide for the inspection of all incoming materials. These measures shall be used to prevent the use of nonconforming materials and to ensure that approved and accepted materials are used and installed. All material certifications and test reports used for acceptance by the Contractor shall be retained as quality records.

Inspect products and materials as soon as they are delivered on the job site ensuring that they meet Contract requirements, agree with the shipping documentation and, as applicable, are accompanied by material certifications and test reports. Ensure that accepted material and equipment is properly stored until needed in accordance with the manufacturer's recommendations and Section for PRODUCT STORAGE AND HANDLING REQUIREMENTS. Promptly remove rejected materials from the job site. Risk of loss or damage to the

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equipment, supplies, and other goods shall remain the responsibility of the Contractor until close out of the project.

(ii) Preparatory Inspection: Ensure that preliminary or prerequisite work has been satisfactorily completed. Ensure that products and material are in good condition and conform to the Contract requirements and are in sufficient quantities. Ensure that materials, products, and equipment have been satisfactorily tested, reports have been submitted and approved, and that arrangements have been made for testing. If the manufacture's installation instructions conflict with the Contract immediately notify the Authority. Permit installation to proceed only after the conflict has been resolved.

(iii) In‐process Inspection: Inspect when Work is being started, and periodically as Work progresses; on a representative portion of a particular feature of the Work. Review testing for compliance with the Contract.

(iv) Final Inspection: The Contractor shall perform a final inspection and testing of each married pair of rail cars to ensure that all work has been completed in accordance with the Contract and that previously identified discrepancies have been satisfactorily resolved.

(v) First Article Inspection (“FAI”): The Contractor shall perform an inspection to verify that all applicable specifications and requirements pertaining a particular system are satisfied at the completion of the associated process, construction, installation, etc. on the first part or piece of equipment being installed or integrated within or on a rail car. The Contractor shall conduct the FAI inspection on the first production item or assembly to be used by formal examination against approved drawings and contract requirements with the indentured listing previously approved. The Contractor shall document the inspection and submit the results to the Authority within ten (10) business days following the completion of the inspection report. The Authority will review and approve the results of the FAI inspection prior to shipment of this or similar unit. The Authority reserves the right to participate in the FAI inspection and requires at least fifteen (15) business days’ notification. The Authority will have five (5) business days to review and approve the FAI report. First Article Testing shall also be performed.

(vi) Source Inspection: Ensure that all production operations, together with all processing, fabricating, and installation are accomplished under controlled conditions, such as documented work instructions, adequate production equipment, and inspection instruction. Products subject to deterioration or corrosion during fabrication or interim storage shall be cleaned and preserved by methods that shall protect against such deterioration or corrosion. Physical examination, measurement, or tests of the material or products processed shall

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be required for each work operation and shall be accomplished in a suitable systematic manner selected by the Contractor, subject to the Authority’s audit and surveillance. Methods of inspection and monitoring shall be complete and continuous. Appropriate corrective action shall be taken by the Contractor and shall be subject to acceptance by the Authority.

(vii) Factory Inspections and Release for Shipment Inspections: The Authority reserves the right to perform Factory Inspections and Release for Shipment Inspections prior to the production and shipment of any equipment furnished and installed in this Contract to ensure that the equipment complies with the Contract Specifications and associated approved documents with the Authority. The Authority will notify the Contractor in writing upon approval of repair plans for a specific married pair of rail cars that a Factory Inspection will be performed. Should the Authority elect to perform a Release for Shipment Inspection on a given piece of equipment, it will notify the Contractor not less than 21 business days prior to the scheduled inspection.

15. Describe and document a detailed plan, including processes and procedures, to ensure effective control of the project's risk, scope, schedule and budget to design and build the systems and complete the Work.

16. Describe a documented Inspection and Test System to clearly identify the inspections and test status of materials and equipment throughout the Contract. Stamps, tags, or other control devices attached to or accompanying the material shall be used as identification. Inspections shall also occur at appropriate points in the manufacturing and installation process to ensure compliance with Contract Drawings, Technical Specifications and workmanship standards; procedures, drawings and instructions shall be available on site to inspection and test personnel at the time of inspection or test. When inspection and test processes change, revisions shall be reflected in accepted written procedures before changes to any work. Non‐conformances and corrective actions shall be processed in accordance with Non‐Conformance, and Corrective Action sub sections herein.

17. Provide for systematic monitoring and evaluation of the project to ensure that standards of quality are being met and followed.

(i) Audits: A comprehensive system of planned and periodic audits shall be carried out by the Contractor to verify compliance with all aspects of the Quality Program and to determine the effectiveness of the program. Audits shall be performed at pre‐determined periods and by qualified personnel not having direct responsibilities in the areas audited. Audit results shall be documented and reviewed by Contractor management personnel having responsibility in the area audited. Follow‐up actions, including re‐audit of deficient areas, shall be as determined by the Contractor and reported to the Authority within 30 days after

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the audit has been conducted. Six copies of the audit reports and follow‐up action reports shall be submitted to the Authority for review. The Authority reserves the right to conduct independent audits of the Contractor’s Quality Program for program effectiveness. Rejection of the program or major portions thereof may be the cause for withholding acceptance of products, system design contractor drawings, installation drawings, and other elements as described in the Contract.

18. Personnel Qualifications: Contractor personnel performing special processes (e.g., welding, brazing, soldering, nondestructive testing, plating, software, etc.), inspection and test shall be qualified by prior experience, training and certification. Personnel qualification records shall be maintained by the Contractor as Quality records and be available to the Authority for review.

19. Elements of Installation Work: Primary elements of the installation work that shall be inspected daily shall be, but not be limited to, the following:

(i) The installation of all equipment and their interconnections.

(ii) Cable installation including proper accepted cable pulling tensions.

(iii) Measuring and test equipment used in field installation or testing meets the same accuracy and precision requirements as stated in these Technical Specifications.

(iv) Only properly accepted and in‐date crimping tools and terminals used for wire termination and connections at interfaces are being utilized.

(v) All products and material have been properly accepted and only Authority accepted installation drawings are being utilized.

20. Procurement Quality: The Contractor shall outline the methods to be used for the selection and control of subcontractors. These methods shall identify the means of the following:

(i) Selection of qualified procurement sources.

(ii) Evaluation and assessment of the subcontractor’s Quality System.

(iii) Transmission of all design, reliability, and quality requirements to procurement sources.

(iv) Monitoring of the subcontractor’s quality performance.

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(v) Evaluation of procured items against purchase order requirements.

(vi) Providing for early and effective information comments and correction of non‐ conformances.

21. Document Change Control: A Configuration Management Program shall be maintained by the Contractor that embraces the adequacy, completeness, and currency of Drawings, and the control of changes. The Contractor shall ensure that the latest issue of documents and information, as required by the Contract, shall be used to govern the Work. The Contractor shall ensure that inspection and acceptance tests are based on the latest specified revision or change to Contract Drawings and Technical Specifications. The Contractor shall ensure that requirements for the affectivity point of changes are met and that obsolete drawings and change requirements are promptly removed from all points of issue and use. Means of recording the affectivity points shall be employed and made available to the Authority. The Contractor shall provide procedures for evaluating the design and for determining the adequacy of proposed changes to design drawings and Technical Specifications. The Contractor shall ensure that there is complete compliance with Contract requirements for proposing, approving, and affecting engineering changes. The Contractor’s responsibility for drawings and changes shall extend to the drawings and changes provided by the Contractor, his subcontractors, engineers and suppliers for this Contract. An acceptable change control system as specified in the Section for CONFIGURATION MANAGEMENT shall be provided and maintained.

22. Identification of Inspection Status: The Contractor shall maintain a system for identifying the progressive inspection status of material, parts, components or assemblies at any level as to their acceptance, rejection, or non‐inspection. The system shall provide for ensuring that required inspections and tests are performed and that the status of items concerning inspections and test performance is known throughout manufacturing, installing, and testing. Non‐conforming items shall be identified by physical segregation and status indicators, such as tags, serialization, markings, stamps, and inspection records. The identification system shall ensure that only items that have passed the required inspection and tests are used or installed.

PART V – PERSONNEL RESPONSIBILITIES

A. Contractor's Quality Control Officer (QCO) shall:

1. Be full‐time and dedicated strictly to the surveillance and inspection of the quality of the work (factory and installation) throughout the progress of the work, to assure that all work is performed in accordance with this Contract, approved drawings, and acceptable workmanship standards.

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2. Be dedicated to quality for the surveillance and inspection of the work required within this contract document.

3. Develop, implement and supervise a Quality Program

4. Be highly visible around the construction site daily and be innovative in raising quality consciousness of all personnel working on the Project.

5. Inspect and audit the Work daily. Immediately act to eliminate unacceptable materials, equipment, and workmanship. Recommended immediate corrective action and report the action in the appropriate Quality status report to the Authority.

6. Furnish job foreman with material enabling them to conduct Weekly Quality Control meetings.

7. Attend and participate in both Weekly Quality Control meetings and Special Quality Control meetings, in accordance with Section for PROJECT MEETINGS. Evaluate the effectiveness of these meetings and submit an evaluation to the Authority and, when appropriate, recommend improvements.

8. Implement training programs to improve the skills of all employees.

9. Coordinate activities with those of the Authority's field staff and Quality Assurance representatives and participate in Quality meetings convened by the Authority.

10. Compile, maintain current and submit to the Authority a list of Contractor and subcontractor personnel and firms requiring certification in accordance with Section for SUBMITTAL PROCEDURES. The list, when submitted, is to be accompanied by the associated Certifications.

11. Perform, in conjunction with the Authority's on site Quality Assurance, or Technical Services representatives, inspections of off‐site facilities and Quality procedures prior to their products being fabricated and/or incorporated into the Work.

12. Prepare a Weekly Quality Control Summary Report of all quality control activities including but not limited to the following:

(i) Briefly outline the activities and actions of the QCO.

(ii) Summarize test activities and including tests which resulted in actions taken to correct or preclude activities of the Contractor or subcontractor which are contrary to the Contract.

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(iii) Identify Contractor and subcontractor activities or conditions averse to quality, the corrective action taken, and actions taken to preclude recurrence.

(iv) Describe subcontractor’s quality control performance and, if applicable, improvements needed.

(v) Record off‐site inspections and audits, highlighting quality control measures in effect and to be implemented which will assure that quality requirements will be met. (vi) Reports, at a minimum, contain areas for the date, inspection locations, and inspector’s signature.

(vii) Summarize activities which resulted in actions taken to correct or preclude activities related to the design activities of the Contractor or subcontractor which are contrary to the Contract.

(viii) Identify Contractor and subcontractor activities or conditions averse to quality, the corrective action taken, and actions taken to preclude recurrence during the design and installation of the System.

13. Cooperate with the Authority's Quality Assurance representatives.

B. Contractor's Site Project Manager shall:

1. Ensure compliance with the requirements of the Quality Control Program and this Section.

2. Support the Quality Control Officer in a manner which will enable that officer to effectively execute the specified duties.

3. Authorize immediate action to correct workmanship and materials which do not conform to the Contract.

4. Review quality control procedures with supervisors, foremen, subcontractors, and suppliers and assure their compliance.

5. Cooperate with the Authority's Quality Assurance representatives.

PART VI – FIRST ARTICLE INSPECTION PROCEDURE

MARTA’s First Article Inspection (FAI) Procedure is attached hereto as Part VI of Attachment F of the Contract.

Page 167 IFB B40294: Rail Car Life Extension Program

ISSUE DATE PROCEDURE marta~. NO. Page 1 of 6 PROCEDURE 06·15·2010 QA-PR-072 TYPE: First Article Inspection Procedure

ISSUING DEPARTMENT: Quality Assurance And Configuration Management

PREPARED BY: A. Moultrie, E. Dandle

APPROVED BY:

Rod Hembree ~l-zt1-- ' • IJ-. ,1.()}0 Mansger of QU8Hly ASS1J(8fl09, Acting Signature Date SUPERSEDES: N/A

1.0 PURPOSE This procedure defines a method for the Inspection and verification of the first or nearly first of a series of parts, assemblies or equipment produced by a contractor and their subcontractor(s) in accordance with the premqulsite specifications, drawings, standards, and other required documents. 2.0 SCOPE This procedure applies to the first or nearly first of all significant parts, assemblies and equipment manufactured or produced for the Authority by contractors or subcontractors, as a basis for subsequent production of like parts, assemblies, and equipment.

3.0 POLICY The First Article Inspection (FAI) Is a complete, independent, and documented physical and functional Inspection process to verify that prescribed production methods have produced a fully conforming Item as specified. It provides objective evidence that all engineering design and specification requirements are properly understood, accounted for, verified, and documented. Documentation requirement for the FAI is intended to generate a quality record of the contractor (via a subcontractor or supplier) for review of accountability and planning, performing surveillance and audits to verify confonnance, evaluating root cause and corrective action for any non-conformances, and problem investigations. The contents of this document will be reviewed each year. 4.0 REFERENCE DOCUMENTS Documents may include but are not limited to the following: Conformed contract specifications Approved design drawings Approved Configuration Data list (CDL) Approved product submlttals Quality Policy Quality Manual Audit Procedure Control of Documents Procedure Inspection and Testing Status Nonconforming Product Procedure Corrective/Preventive Action Procedure

Uncontrolled If Printed ISSUE DATE PROCEDURE marta NO. Page 2 of 6 PROCEDURE 06-15-2010 QA-PR-072 TYPE: First Article Inspection Procedure

5.0 DEFINITIONS The following terms, abbreviations and acronyms are associated with this Procedure. Acceptance - Established conditions, standards, or requirements a product must meet/satisfy to be delivered to the Authority. Authority - Metropolitan Atlanta Rapid Transit Authority or the designated General Engineering Consultant (GEC). Characteristic - Any property or attribute of an item or process that is distinct, describable, and measurable as conforming or nonconforming to specified requirement(s). Configuration Data List (COL)- An indented listing of all engineering drawings, schematics, part lists, and other engineering documents necessary to Identify the production baseline. Contract - Written conditions, specifications, referenced standards and/or drawings defining work, material, equipment. and/or service to be supplied to the Authority. Contract Data Requirement Listing (CORL) - List of the data deliverables to be produced by the Contractor as part of the Work defined In the technical specifications. Contractor - The person, firm, or corporation or combination thereof with whom the Authority has entered into a contract. (See Supplier) Deviation - Departure from an agreed-upon course, design, mean, or method. Documentation - Any written or pictorial Information describing, defining, recording, specifying, reporting, or certifying activities, requirements, procedures, or results. First Article Inspection (FAI) - A complete, Independent, and documented physical and functional Inspection process to verify that the Item Is acceptable as specified by approved design drawings, conformed contract specifications, and/or other applicable approved design documents. First Article Inspection Report (FAIR) - The forms and package of documentation for a part, assembly or equipment, including FAI results, as described. First Article Inspection Test (FAIT) - The measuring, verifying and evaluating of the first article part(s), assembly(ies) or equipment to determine conformance to contractual requirements. Inspection - Activities such as measuring, examining, and testing of characteristics against predetermined acceptance criteria to determine conformity. Non-conforming - Materials, parts. equipment, or assemblies which depart or have absent one or more quality characteristics or elements from the specified requirements. Project ManagemenU Contract Administrator- Person(s) responsible for overall management of assigned contract, including the coordination of required supporting staff activities. QA Representative (QAR) - Person(s) responsible for evaluating or investigating compliance of a product, process, or process output with contractual, procedural, and/or reference standard requirements. Record - A document that verifies an activity took place. Requirement - A stated need or expectation, generally Implied, or mandatory. Uncontrolled if Printed ISSUE DATE PROCEDURE marta NO. Page 3 of 6 PROCEDURE 06-15-2010 QA-PR-072 TYPE: First Article Inspection Procedure Supplier - Source of materials, services, or Information input provided to a process. Verification - The act of reviewing, inspecting, testing, checking, auditing or otherwise establishing and documenting that products, processes, services, or documents conform to specified requirements. Workmanship - Degree of quality that Is put Into the product manufactured; often defined as a standard of good quality.

6.0 FIRST ARTICLE INSPECTION 6.1 Roles and Responsibllltles 6.1.1 Contractor/Supplier - responsible for the design, manufacturing, and testing of the product(s) in accordance the technical specifications, contractual agreements, approved drawings, approved procedures, approved schedule, and other approved documentation. Also responsible for the implementation of the first article inspection and issuance of their first article report. [The FAI must be completely documented by the contractor in their First Article Inspection Report (FAIR)]. 6.1.2 Project Management/Contract Administrator - Acts as official conduit for distribution of inspection document submittal and approval. 6.1.3 Manager of Quality Assurance - Supports QA Representative. Countersigns inspection documentation, if required. Resolves problems or escalate to next level if can not be resolve at the manager's level. 6.1.4 QA Representative (OAR) - Responsible for verification of the first article by comparing a sample part with the specifications, detail drawing, or blueprint against which it was made. The results of this inspection will be documented by the OAR. 6.2 The conformed contract specifications shall cite the contractual requirement for a First Article Inspection (FAI). 6.3 The FAI normally will be performed at the contractor's facility or at a location designated by the contractor and upon approval by the Authority. 6.4 The FAI is to be a complete inspection, covering all appropriate physical and functional characteristics of the part, assembly, or equipment, workmanship, and the completeness and correctness of the required documentation. 6.4.1 The conformed contract specifications, approved design drawings, approved COL, and approved product submittals shall be used. 6.4.2 If deviations are established during the FAI, preventing conformity to the approved documentation, corrective action must be taken immediately. 6.4.3 Deviations must be recorded on a non-conformance report. The corrective action must be specified before acceptance of the contractor's FAIR. 6.4.4 Conditional acceptance can be made if typographically errors are or missing serialization occurred In the documentation. Corrections must be submitted to the Authority for approval. 6.5 After the FAI ls completed, the Authority QAR wlll meet with the Contractor's QA representative to review and discuss the results of the inspection. 6.6 The Authority OAR will also inform the Contractor and the Authority Engineering personnel If the FAIT may proceed.

Uncontrolled if Printed ISSUE DATE PROCEDURE marta NO. Page 4 of 6 PROCEDURE 06-15·2010 QA-PR-072

TYPE: First Article Inspection Procedure 6.7 The verification or acceptance of FAI and FAIT shall not constitute acceptance of subsequent Items or relieve the Contractor of any obligation to perform inspections and testing in strict compliance with all provisions of the conformed contract documents. 6.8 At the completion of the FAI, the Authority OAR shall prepare the internal FAIR. 6.9 The Internal FAIR form [Figure 1] Is filled out as follows: Contract number (a) Date of the inspection (b) Location of the inspection ( c ) Report number [Contract number and sequential numbering starting with 001.] (d) Name of the contractor (e) Part, assembly or equipment name (f) Part, assembly or equipment number (g) Serial number, If applicable (h) Revision number (I) Initial in the box to indicate approval, conditional approval, or rejection; in the case of conditional approval, a listing of anomalies; in the case of rejection, a description of the discrepancy (ies) 0), (k), (I) Check appropriate box if supporting documentation is or is not attached (m) Dated signature of the OAR (n) 6.14 If a FAI is satisfactorily completed, a First Article Configuration Inspection (FACI) form is completed. [Note: More than one FAI maybe conducted during a visit.] The FACI form [Figure 2] is filled out as follows: Contract number (1) Date of the inspection (2) Name of the contractor (3) Location of the inspection ( 4) Equipment Information - part name, part number, and serial number (5) Related documentation information (6) CDL infonnation Including Contract Data Requirement Listing (CORL) number; COL title, revision level, date submitted (7) QAR signature (8)

7 .O Upon completion of the Internal report and confirmation, if applicable, the OAR distributes the documents to the Project Manager(s) [for forwarding to the contractor], contract file, and QA Manager.

8.0 FORMS Figure 1: FIRST ARTICLE INSPECTION (FAI) REPORT Figure 2: FIRST ARTICLE CONFIGURATION INSPECTION (FACI) CONFIRMATION

REVISION HISTORY

Revision Descri tlon Date 0 Initial Issue 06-15-2010

Uncontrolled if Printed ISSUE DATE PROCEDURE marta NO. Page 5 of 6 PROCEDURE 06-15-2010 QA-PR-072 TYPE: First Article Inspection Procedure

METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY

QUALITY ASSURANCE

FIRST ARTICLE INSPECTION (FAI) REPORT

CONTRACT _...,la-> _

Date: b Location: C Report#-=: "---(d-) ------Contractor: _(=e.,_) Part Name Part Number

Serial Number ~'------• Revision

FIRST ARTICLE APPROVED (This Is your authorization to proceed) (j) FIRST ARTICLE CONDITIONALLY ACCEPTED (Correct anomalies) FIRST ARTICLE REJECTED (Correct defects and re-Inspect)

DISCREPANCY(k) (I) Figure 1

DISPOSITION

Supporting documentation attached? (m) YES DNo D

~7J,1AOUNlif ASSUl8it6

Uncontrolled If Printed ISSUE DATE PROCEDURE marta NO. Page 6 of 6 PROCEDURE 06-15-2010 QA-PR-072 TYPE; First Article Inspection Procedure

METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY

QUALITY ASSURANCE

FIRST ARTICLE CONFIGURATION INSPECTION (FACI) CONFIRMATION

CONTRACT--- (1----) ----

Date: (2) Company: 3

Location: __._4~ ------This is to confirm that satisfactory FACI has been completed on the following equipment and documentation.

EQUIPMENT (5)

PART NAME PART NUMBER SERIAL NUMBER Figure 2

DOCUMENTATION (6)

DRAWING NUMER DRAWING NUMBER

Configuration Data List (CDL) per contract CDRL_ _ __._7..,__ _

CDL entitled Revision ____ DATE

L~l .)( OUtiltf l&Oihilti

Uncontrolled If Printed

ATTACHMENT G MARTA QUALITY ASSURANCE PROGRAM PLAN

See attached.

Page 168 IFB B40294: Rail Car Life Extension Program

ATTACHMENT H MARTA RAIL CAR PAINT DESIGN

See attached.

Page 169 IFB B40294: Rail Car Life Extension Program

MARTA RAIL CAR PAINT DESIGN

103

103 103 Revision 1

FRONT END 2A GRAPHIC STYLING - ALTERNATE 1

ATTACHMENT I CARBODY STRUCTURAL INSPECTION SCOPE OF WORK

Contractor shall perform an inspection, evaluation and analysis of the CQ310 and CQ311 vehicle carbody structures. The purpose of this exercise is to provide supporting findings for a decision by the Authority for continued use or replacement of the respective vehicle fleets. All “raw data” collected along with any calculation documentation shall be submitted to support the final report and shall remain the property of MARTA. The final report shall provide MARTA with sufficient detail concerning the expected lifecycle of the carbodies of these fleets to support decisions concerning the future, or remaining life of these fleets.

1. Work To Be Performed

The following subsections collectively define the work to be performed during the evaluation. For the evaluation, a CQ310 and CQ311 car will be selected by MARTA and provided to the Contractor.

1.1. Preparation of vehicles for inspection 1.1.1. The vehicle underfloor equipment shall be removed as needed to provide access to the underfloor areas and the structural members identified in section 1.3. 1.1.2. The underfloor shall be thoroughly cleaned. 1.1.3. Interior appointment shall be removed as needed to gain access to the structural members above the underfloor.

1.2. Areas of Inspection. The following areas shall be considered a minimum to evaluate the structural condition of the vehicles. 1.2.1. Side sills and top chords (roof rails) 1.2.2. Underfloor crossbeams to side sills 1.2.3. The roof carlines to roof sheeting (if part of the structure) 1.2.4. Side door posts to side sill and roof connections 1.2.5. End door posts to end structural connections 1.2.6. Collision and corner posts to underframe and roof connections 1.2.7. End sills, end underframe and body bolsters 1.2.8. Interior and underfloor equipment mounting brackets

1.3. Inspection methods shall, as a minimum, be as noted below: 1.3.1. Visual inspection of each connection and each structural member. 1.3.2. Measurement and gauging using calibrated equipment and instrumentation. Reference drawings shall be provided by the Authority. 1.3.3. Non‐destructive inspections of all critical areas and critical welds shall consist of following as appropriate. 1.3.3.1. Visual Inspection per AWS codes D1.1, D1.2 and/or D1.6

Page 170 IFB B40294: Rail Car Life Extension Program

1.3.3.2. Magnetic Particle per ASTM E 709 1.3.3.3. Dye‐Penetrant per ASTM E 165 1.3.3.4. Ultrasonic per ASTM E 164 1.3.3.5. Radiographic per ASTM E 94 1.3.3.6. Visual inspection of welds shall be completed by qualified personnel. 1.3.3.7. Magnetic Particle, Dye‐Penetrant, Ultrasonic and Radiographic testing shall be conducted by personnel to a minimum of Level II in the NDE discipline.

1.4. The Contractor shall review all inspection and test data and shall submit a final written report to MARTA. The report shall include at a minimum: 1.4.1. Detailed information on the findings of all inspections and tests. 1.4.2. Details of any deficiencies found 1.4.3. Conclusions

1.5. Detection of a fatal flaw 1.5.1. As soon as the Contractor finds a defect that would condemn the carbody (“fatal flaw”) they are to immediately notify MARTA and cease activity on that vehicle. 1.5.2. MARTA will dispatch personnel to the Contractor site as soon as possible to confirm the defect and discuss further actions if any, to be taken. 1.5.3. Discovery of a “fatal flaw” will cause the Contractor to be paid for time, materials and other reasonable costs to the point of the discovery of the “fatal flaw”. The Contractor shall not complete the remaining inspection efforts unless specifically directed to proceed in writing by the authorized MARTA contract manager. 1.5.4. The Contractor shall submit a report documenting the efforts up to and including the discovery of the “fatal flaw” along with the details supporting the determination of the “fatal flaw”.

1.6. Disposal 1.6.1. Contractor shall be responsible for disposal of cars following completion of the structural inspections. The CQ310 cars to be disposed shall be fully abated in accordance with all local, state and federal regulatory requirements.

2. Reference Information

Delaware Car Company Structural Inspection and Analysis – Truck and Bolster Inspection and Analysis Reports for CQ310 Vehicles, 127 & 128, and 151 & 152, dated February 2002.

Page 171 IFB B40294: Rail Car Life Extension Program

ATTACHMENT J DELAWARE CAR COMPANY STRUCTURAL ANALYSIS OF CQ310 CARS, FEBRUARY 2002

See attached.

Page 172 IFB B40294: Rail Car Life Extension Program

EXHIBIT B SPECIAL TERMS AND CONDITIONS

The following special terms and conditions modify and amend the Contract terms and conditions specifically referenced herein. In the event of a conflict between the terms and conditions contained in this Exhibit B and the balance of the Contract, the terms and conditions set forth in this Exhibit B shall control. Contractor must furnish the information described below as a part of the Contract. The information described below must be approved by MARTA Authorized Staff prior to commencement of any work.

1. Basic Work Basic Work is the work that the Scope of Work/Scope of Services requires to be performed on all rail cars life‐extended under this Contract. Basic work includes the replacement of parts, materials, components, and systems with parts, materials, components, and systems as defined in the Technical Requirements. The price for Basic Work on each rail car is to be as per the attached Bid Forms.

2. Unanticipated Work The term “Unanticipated Work” is defined as (a) work not identified in Part E of Section 1 of Exhibit A (Restore to Original Equipment Manufacturer Requirements) for specific items or (b) work that MARTA directs Contractor to complete that is not otherwise set forth in the Joint Release Inspection report. The Contractor shall inspect each married pair of rail cars prior to the commencement of work, identify all percentage tasks in the Statement of Work, and shall report the findings to the Authority, including, without limitation, any specific item that may exceed the estimated percentages within the upcoming rolling four (4) month period. If, after review and approval by MARTA, a specific task exceeds the estimated percentages, the work (if approved in advance by MARTA) will be completed as Unanticipated Work. Unanticipated Work shall be performed at cost plus ten percent (10%) profit and is subject to audit by the Authority.

If defective equipment or material is found during the Contractor's work (not within the scope of this Contract), which had been hidden by apparatus being removed or relocated and could not have been seen or identified in the Outgoing Inspection, the Contractor shall immediately notify the Authority. Thereafter, a joint inspection will be conducted to determine what further actions may be needed, and the Authority will thereafter direct the Contractor to repair or replace it, as Unanticipated Work. The Contractor shall submit a detailed cost estimate for all Unanticipated Work. The Authority must approve the cost estimate prior to commencement of the work.

3. Title to Property The Contractor acknowledges and agrees that title to each rail car shall, at all times, remain vested in MARTA throughout the term of the Contract. As used in this Section 3 of Exhibit B, the term “Property” shall mean all of the items that are acquired or produced by the

Page 173 IFB B40294: Rail Car Life Extension Program

Contractor (or its subcontractors) and installed on MARTA’s rail car(s) or should be delivered to MARTA as part parts/equipment, including, without limitation, all:

A. Parts, materials, equipment, supplies, inventory and works in process/progress;

B. Non‐durable (i.e., non‐capital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment, and other similar manufacturing aids/equipment; and

C. Plans, specifications, drawings and technical data, to the extent the Contractor (or sub‐contractor(s)) are required to deliver the same to the Authority.

The parties acknowledge and agree that title to the Property installed on each married pair of rail cars shall vest in MARTA at the initial payment for each married pair of rail cars is made under this Contract.

The Contractor agrees that it will take such action as may be necessary to assure that title to all Property is properly transferred to MARTA and is free and clear of all liens, security interests and any other encumbrances. Contractor acknowledges and agrees that (a) neither it (nor its subcontractors) may place a lien on, in or to MARTA’s rail cars or the Property and (b) MARTA may require Contractor (and subcontractors) to execute one or more lien waivers/releases to receive payment for all or any one rail car.

Title to all parts being disposed of by the Contractor passes to the Contractor upon removal from each specific married pair of rail cars.

4. Project Management Plan Within ninety (90) days of the Administrative Notice to Proceed (ANTP), the Contractor shall develop and submit for Authority approval a project management plan that describes the approach to execution, management and control of the project. At a minimum the document must contain the Contractors strategy for managing the project and processes related to all areas of the project including:

A. Scope B. Cost C. Contract Schedule (see below) D. Procurement E. Reporting F. Change Management G. Quality

Contract Schedule Within sixty (60) days of receiving an ANTP, the Contractor shall submit a complete baseline Contract Schedule (“Contract Schedule”) with accompanying reports for Authority

Page 174 IFB B40294: Rail Car Life Extension Program

approval. The Contractor shall use Primavera (P6) Professional Project Management software by Oracle, Inc. to develop and produce the Contract Schedule and such schedule shall include a detailed project plan, contract and payment milestones, and the reports required below. Once MARTA approves the Contract Schedule, it will be used by Contractor to complete the work required by this Contract and by both parties to monitor and report progress, to plan and forecast payments and other schedule‐related matters. MARTA’s written approval is required for any change affecting the Contract Schedule, approved contract milestone or deliverable date.

The Contractor shall provide at a minimum the following in both electronic and hard copy format:

A. Diagrams and Bar Chart: Submit two (2) copies of the computer drawn bar chart showing interdependence of activities and the sequence in which the work is to be accomplished, as planned by the Contractor. The bar chart shall contain as a minimum:

1. Schedule activities grouped by WBS and sorted by Start Date and Finish Date.

2. Columns representing Activity Identification Number, Activity Description, Original Duration, Start Date, Finish Date, and Total Float.

3. Schedule Log and Cost Report: Submit three (3) copies of the following P6 generated schedule reports:

(a) A detailed Cost Report organized by Bid Item showing the cost distribution among activities.

(b) The scheduling log report identifying open end listings constraints, out of sequence progress, and scheduling statistics.

B. Narrative Report: Submit two (2) copies of the Narrative Report describing the following items:

1. Assumptions used for planning and scheduling.

2. The overall strategy of the Project including the planned flow of work, and a list of constraints that may affect the progress of work which are beyond the Contractor's control.

3. Description of the work planned to occur in each Project milestone.

Page 175 IFB B40294: Rail Car Life Extension Program

4. A summary of work to be subcontracted including the number of production personnel, the planned number of shifts per day, and the number of hours per shift.

Progress Reports/Schedule Updates Contractor shall submit on monthly intervals progress reports that represent the Contractor's current progress and future plans compared to the approved Contract Schedule. These reports shall be submitted in both electronic and hard copy format.

At a minimum, the progress report shall include:

A. Project status summary

B. Bid Form Line Item cost status

C. Current status of Project milestones including significant events

D. Current status and accurate accounting of percentage item repairs

E. Identify and describe any current and anticipated problems that may affect the performance of work, the factors causing the problem(s), and their impacts on the Project

F. Identify and describe schedule changes (activity logic changes, revised durations, resource budget quantity adjustments, resource availability and unit price changes, and resource and cost variances)

G. A description of the plans and methods to recover lost time, if the schedule status is behind

Project Milestones The rail cars will be made available to the Contractor in pairs. The Contractor shall complete the life extension of each pair of rail cars and shall return both of them to the Authority in accordance with Exhibit B, Section 6, Delivery Requirements, and with the attached Appendix C, Contract Schedule, except in the event of a Force Majeure event. The Contract Schedule (or the schedule for an individual pair of rail cars) may be extended by MARTA, if MARTA requires Contractor to perform Unanticipated Work to all rail cars or an individual pair of rail cars. Time extensions shall not entitle the Contractor to damages or compensation for any costs that result from the delay. In other words, MARTA may grant time extensions for approved Unanticipated Work; however, MARTA will not compensate Contractor for costs (e.g., overhead, etc.) incurred by granting Contractor such additional time to complete approved Unanticipated Work. Furthermore, it is not MARTA’s intent to assess liquidated damages for delays that are solely a direct result of the approved Unanticipated Work.

Page 176 IFB B40294: Rail Car Life Extension Program

The Life Extension of the CQ310/CQ311 rail cars contains the following project milestones:

A. Float Rail Cars: Pick‐up of ten (10) married pairs (twenty (20) individual rail cars) of rail cars withing three (3) months from Site Notice to Proceed (SNTP)

B. Mobilization and Contract Submittals – four (4) months from SNTP

C. Delivery of complete life extension rail cars shall commence no later than sixteen (16) months from Notice to Proceed and will be returned to MARTA for testing and acceptance at a maximum rate of two (2) rail cars (one (1) married pair) per week. A maximum of eleven (11) married pairs (22 individual rail cars) will be permitted to be out of service at any one time, as related to this contract.

E. Base Order: MARTA and Contractor acknowledge and agree that the period that Contractor is required to perform and complete all of the work to overhaul the base order of fifty‐nine (59) married pairs (118 rail cars) of CQ311 rail cars shall commence on the NTP (as hereinafter defined) and expire thirty‐seven (37) months thereafter.

F. Optional Additional Order: MARTA and Contractor acknowledge and agree that MARTA has the option, it is sole discretion, to direct the Contractor to complete work on up to an additional forty‐seven (47) married pairs (94 rail cars) of CQ310 rail cars in increments of 32 cars (Option 1), 32 cars (Option 2) and 30 cars (Option 3). MARTA may exercise these options in accordance with Section 2 of the Contract.

G. Warranty Period: The parties acknowledge and agree that the warranty period for each married pair of rail cars shall commence on the earlier of Conditional Acceptance or Final Acceptance and expire twenty‐four (24) months thereafter.

5. Pick‐Up/Delivery Requirements Contractor shall pick‐up and/or deliver completed married pairs of rail cars (including, without limitation, rail car trucks) to/from the Authority at any of the addresses set forth herein below. The actual pick‐up/delivery location shall be determined by MARTA in its sole discretion. The pick‐up/delivery locations are as follows:

Primary Facility South Yard Rail Car Maintenance Facility 2126 West Point Avenue College Park, Georgia 30337

Secondary Facility Avondale Yard Rail Car Maintenance Facility 2775 East Ponce De Leon Avenue Decatur, Georgia 30030

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The Contractor shall be responsible for all costs of transporting the rail cars to and from MARTA’s facility throughout the term of this Contract. The Contractor shall coordinate, with the Authority’s representative, the pick‐up of rail cars between the hours of 7:30 AM and 2:00 PM Monday through Friday with the exception of U.S. federal, State of Georgia and local Atlanta holidays. Contractor shall be solely responsible for securing/obtaining any and all permits required to complete the Work (including, without limitation, the transport of the rail cars) under this Contract. Contractor acknowledges and agrees that in the event there are ten (10) married pair of rail cars out of service for repair, delivery (to or from Contractor), overhaul, testing or inspection at any time, the Authority may deny release of additional rail cars to Contractor for transport, repair, overhaul or other work.

The Authority shall require the Contractor to receive a written Release for Shipment from the Authority before preparing any rail car for shipment from the Contractor’s site. Release for Shipment will be provided by the Authority upon satisfactory completion of all factory testing, inspection and acceptance of test data at the Contractor’s facility.

6. Material and Workmanship Unless otherwise specified in the Scope of Work, all materials, equipment, goods, and supplies, and all parts and components thereof, used in the life extension of rail cars or otherwise under this Contract shall be new and free of damage or defects, and shall not be of such age or so deteriorated as to impair their usefulness or safety. Material, equipment, supplies, components, and workmanship specified by reference to a published standard shall comply with the latest edition or revision thereof and all amendments thereto in effect on the date of this Contract, unless a particular issue is specified. In case of a conflict between the Scope of Work and the standard referred to, the more restrictive requirement shall govern. All work shall be performed in a skillful and workmanlike manner by workers appropriately trained and experienced in the work being performed.

7. Quality Assurance Program The Contractor shall establish and maintain a Quality Assurance Program, in accordance with the MARTA Quality Assurance Program Plan, which must be approved by MARTA. The requirements set forth are the minimum acceptable and do not infer a limitation on the Contractor’s quality efforts. The Quality Program Plan shall comply with the requirements of the American National Standards Institute (ANSI), the American Society for Quality (ASQ), or the International Standards Organization (ISO) 9000 series. The Contractor’s program shall ensure all requirements of the Contract are complied with by the Contractor and any sub‐contractors. The Contractor shall include in its program provisions for initiating and responding to documents used in the Authority’s Quality Assurance Program Plan.

A. The Contractor shall: (1) maintain an adequate inspection system and perform such inspections that will ensure the work performed under the Contract conforms to the requirements thereof, and (2) maintain and make available to the Authority adequate records of such inspections. The inspection system shall be an integral part of the

Page 178 IFB B40294: Rail Car Life Extension Program

Contractor’s quality assurance program in compliance with this provision and the MARTA Quality Assurance Program Plan.

B. In order to assure proper performance of the work specified in the Contract, the Authority reserves the right to make unannounced inspections at the Contractor’s, sub‐contractors’ and sub‐supplier’s locations where the work is actually performed, during the Contractor’s, sub‐contractors’, or sub‐suppliers’ normal business hours. These inspections may include inspecting work in‐progress and inspecting rail cars after work has been completed and before they are returned to the Authority. The Authority also reserves the right to take photographs and make recordings of the Contractor’s tools, equipment, and methods of performing the work hereunder. If any inspection or test is made by the Authority on the premises of the Contractor or its sub‐contractor, the Contractor shall, without additional charge, provide all facilities and assistance for the safety and convenience of the Authority’s inspectors.

C. There shall be documentation and identification of any rejected products by a MARTA authorized representative. All replacement parts and components shall be of at least the same quality and standard as the original manufactured equipment. Tools and test equipment shall be calibrated and so identified with a current calibration sticker. Procedures, control plans and test instructions affecting MARTA products must be reviewed and approved by the Authority.

8. Submittals The Contractor shall submit to the Authority all technical data, shop drawings, and other data, documents, and drawings specified in the Exhibit A and at the times specified therein. The Contractor's failure to make accurate, complete and timely submittals shall be an event of default under this Contract and entitle the Authority to remedies set forth in this Contract including, without limitation, termination of this Contract. The Technical Requirements and Drawings shall prevail over all drawings and other submittals prepared by the Contractor and approved by the Authority. In the case of differences between small and large scale drawings, the large scale drawings shall govern; in the case of a discrepancy between a picture or diagram on a drawing and the dimensions written thereon, the written dimensions shall govern. All communications and data shall be in the English language and in English units of measure. If it is necessary to translate any data from another language/unit of measure into English, the Contractor shall be responsible for doing so and for all errors in translation that may occur.

A. Except in the case of such matter that is identified as restricted as provided below, the Authority, any successor in interest to all or any operating part of its public transit system, and their officers, agents, and employees acting within the scope of their employment, shall have a royalty‐free, non‐exclusive, and irrevocable license throughout the world, to publish, translate, reproduce, deliver, use, and dispose of such matter in whole or in part, in any manner and for any purpose whatsoever, and to have or permit others to do so.

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B. The Contractor may restrict the Authority's use of such matter to the extent provided herein; provided, that the Contractor labels such matter in a manner that clearly identifies the parts the use of which is to be so restricted, and clearly distinguishes them from the matter as to which the Authority's use is not restricted. In the case of such matter that is so labeled and identified, the Authority shall nevertheless have the right to use it for its own purposes within the Authority, and to provide, release, or disclose it to third parties for use as may be necessary in order to purchase repair parts or to perform overhaul, repair, or maintenance work that the Authority cannot perform by its own forces, or that its own forces cannot perform within the time required in order to sustain the Authority's operations. If the Authority discloses any such matter to any such third party, it will secure from such third party an undertaking to hold such matter in confidence and to make no further disclosure thereof. Subject to the foregoing, the Authority will not, without the prior permission of the Contractor or other person or party furnishing such matter, disclose or release, in whole or in part, matter that has properly been identified and labeled as hereinabove provided outside the Authority, unless required to do so by law or legal process. Nothing herein shall impair the Authority's right to use the same or similar data acquired from sources other than the Contractor or his sub‐contractors or suppliers.

C. No matter subject to copyright under the laws of the United States, or to copyright or similar rights under the laws of any other government and valid or enforceable in the United States, shall be included in the aforesaid data, drawings, or documents without the written permission of the owner of such copyright or other right for the Authority to use such matter in the manner provided herein. The Contractor shall report to the Authority promptly and in reasonable written detail each notice or claim of copyright infringement received by the Contractor with respect to any data, drawings, or documents delivered hereunder.

D. Nothing in this Article shall imply a license to the Authority under any patent, or be construed as affecting the scope of any license or other right otherwise granted to the Authority under any patent.

9. Joint Release and Delivery Inspections The Contractor shall meet the joint release, delivery and inspection requirements outlined in Exhibit A, Section 14.

10. Inspection during Manufacture The Contractor shall establish and carry out a system of inspection satisfactory to the Authority to ensure that the life extension of the rail cars and all parts, components, systems, and equipment incorporated into or installed in them, and all other work performed, conform to the requirements of the Contract. This system shall include adequate records of these inspections, which shall be available to the Authority and shall be kept in accordance with MARTA’s record retention procedures.

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A. The Authority shall have the right, but no obligation, to inspect the performance of the work, and all parts, components, and equipment to be incorporated into or installed in the rail cars while they are being manufactured, at the Contractor's facility or at those of all sub‐contractors and suppliers of any tier.

B. The Authority will have a full‐time on‐site representative at the Contractor’s facility after work begins for a minimum of six (6) months. The representative will help make Authority related decisions and report to the Authority the progress made by the Contractor.

C. If any inspection or test is made by the Authority on the premises of the Contractor or of a sub‐contractor, the Contractor, without additional charge to MARTA, shall provide all reasonable facilities and assistance for the safety and convenience of the Authority's inspectors in the performance of their duties. All inspections and tests by the Authority shall be performed in a manner that will not unduly delay performance. The Authority reserves the right to charge the Contractor additional costs of the Authority's inspection or test when rail cars or supplies are not ready at the time such inspection or test is requested by the Contractor or when re‐inspection or retest is necessitated by prior rejection.

D. The inspection and test by the Authority of any work, parts, equipment, components, or systems shall not relieve the Contractor from any responsibility for defects or other failures to meet the Contract requirements that may be discovered prior to acceptance.

11. Tests, Delivery, and Acceptance The Contractor shall complete, test, and deliver the rail cars in accordance with this section, and with the Contract Schedule. When all work on each pair of rail cars is completed, the Authority shall inspect them at the Contractor's facility, and if it appears from such inspection that the work is satisfactory, then the rail car(s) shall be tested at Contractor’s facility in accordance with the Technical Requirements. When the pair of rail cars has successfully completed all factory tests, the Contractor shall deliver the rail car pair to the Authority. The rail cars shall be subject to inbound inspection by the Authority when delivered, and the Contractor shall repair any damage or other defects that are found. When all such damage or defects have been repaired satisfactorily, the rail cars have successfully passed all acceptance tests, and all documentation related to the rail cars have been provided to and approved by MARTA, the Authority shall accept the rail cars (“Final Acceptance”). The parties anticipate a delivered rail car not requiring any remedial work to have all post‐delivery testing completed and the rail car presented for acceptance within one (1) week of delivery to the Authority. In the event that an inspection or test of any rail car, either before or after delivery, discloses defects, deficiencies, or other failure to conform to the Technical Requirements, the Authority may elect to accept the rail car upon condition that the Contractor correct all such defects, deficiencies, and nonconformities, by giving written notice of the defects, deficiencies, and nonconformities to be cured, and the

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time within which such cure is to be accomplished (“Conditional Acceptance”). The Contractor shall establish a schedule of work to be performed to accomplish such cure on the Authority's premises at reasonable times acceptable to the Authority. Conditional Acceptance of any rail car subject to cure of such defects, deficiencies, or nonconformities shall be treated as acceptance for purposes of payment, except that ten (10%) percent of the payment shall be withheld until all such corrective work has been completed. Conditional Acceptance and associated payments shall be subject to revocation if all defects, deficiencies, and nonconformities identified in the document creating the Conditional Acceptance are not cured within the time stipulated (or any extension thereof that the Authority has agreed to in writing).

The Contractor assumes risk of loss or damage to the any of MARTA’s property (including, without limitation newly installed work) until the rail car(s) have been properly delivered to and accepted by MARTA regardless of whether such loss or damage arises from the acts or omissions of the Contractor or third parties, except loss or damage arising solely from negligent or willful acts of MARTA occurring prior to delivery. When risk of loss to the work (or a portion thereof) is transferred to the Authority, the Authority shall thereafter assume responsibility for the care, protection and ordinary upkeep (excluding, Contractor’s warranty or conditional acceptance obligations) for said rail cars.

12. Test Facilities When rail cars are delivered and are being inspected and tested for acceptance, the Authority shall provide the following:

A. Covered workshop and track space with full undercar pit access, lighting, and normal shop facilities for a maximum of one (1) married pair of rail cars for sixteen hours per day, seven days a week.

B. A storage track at the Authority's South Yard Rail Car Maintenance Facility sufficient for four (4) married pair of rail cars.

C. Space on a concrete apron, adjacent to a workshop and within a secure area, for one office trailer no more than 40 feet in length.

13. Warranty In addition to Sections 13 and 20 of the Contract, the parties acknowledge and agree that the following warranty obligations shall also apply to this Contract and the terms set forth in this Section shall survive the expiration or earlier termination of the Contract. The Contractor warrants each rail car and all other equipment delivered under this Contract in accordance with the following:

A. Except where longer periods of warranty are specified herein the Contractor warrants all equipment, materials, and labor furnished or performed under the Contract shall be satisfactory for their intended purposes and shall be free of all defects in the

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design, materials, and workmanship for a period of two (2) years after acceptance of each pair of rail cars, or in the case of rail cars Conditionally Accepted after all defects and nonconformities have been cured satisfactorily. Upon receipt of written notice from the Authority of any defect in any such equipment, materials, or labor during the applicable warranty period, due to defective design, equipment, materials, or workmanship, the Contractor shall redesign, repair, or replace the affected part/item within a time period and in a manner acceptable to the Authority.

B. The period of warranty for each married pair of rail cars shall begin upon Conditional Acceptance. In the event Final Acceptance of the rail cars not achieved within 90 days of Conditional Acceptance, the warranty period shall toll until such time as all defects, deficiencies and nonconformities identified during Conditional Acceptance are cured and the Authority has acknowledged in writing that such defects, deficiencies and nonconformities have been corrected to the Authority’s satisfaction. In other words, the warranty period tolls for the entire work scope and not just the component awaiting correction.

C. The Contractor shall perform such tests as the Authority may require verifying that such repairs and replacements comply with the requirements of the Contract Documents. All costs associated with such repair, replacement, and testing, including the removal, replacement, and reinstallation of equipment and materials necessary to gain access, and/or to effect the repairs and/or replacements, shall be borne by Contractor. The Contractor warrants such repaired or replaced work against defective design, materials, and workmanship for the remainder of the warranty period or a period of one (1) year from and after the date of acceptance thereof, whichever is greater in length. Should the Contractor fail to promptly make the necessary repair, replacement, and test, the Authority may perform or cause to be performed the same at the Contractor’s expense.

D. Authority‐owned spare parts shall not be used for warranty purposes. The Contractor shall maintain a sufficient quantity of replacement parts on hand at or near the Authority maintenance facilities to repair warrantable failures and defects. The security, control, shipping, and disposition of Contractor‐owned parts shall be the responsibility of the Contractor.

E. Contractor personnel will be entitled to use Authority facilities and special equipment to perform warranty work, provided that such work does not interfere with other Authority activities, and is performed in accordance with Authority policies and directions. Damages to the Authority property caused by Contractor representatives shall be the sole responsibility of the Contractor, and shall be corrected at the Contractor’s expense.

F. In addition to the above warranty if any single failure mode on a single component of any subsystem reaches 15 percent of the population of the components, the

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Contractor shall provide, at the Authority’s option, approved repairs, adjustments, and replacement, at no cost to the Authority. Such correction shall be to the Authority’s satisfaction and shall include correction to all rail cars, including rail cars for which the warranty period has expired.

G. The Authority will give the Contractor written notice of observed defects or failures with reasonable promptness. The Contractor shall commence corrective work at the time specified by the Authority, but in no event later than 24 hours after notification of the defect or failure. The Contractor shall diligently pursue such corrective work to completion.

H. Replacement parts and repairs provided pursuant to corrective work hereunder shall be subject to prior Authority approval and shall be tendered and performed in the same manner and extent as items originally delivered.

I. To prevent delays and disruption to the Authority’s operations, the Authority shall have the right, when practical and feasible, in its sole discretion, to the continued use of any such goods, equipment, systems, and work deemed defective or unsatisfactory, until they can be taken out of service for the corrective work to be undertaken by the Contractor.

J. If a defect or failure, in the opinion of the Authority constitutes an emergency that will jeopardize or impair the operations and schedules of revenue service of MARTA’s transit system, the Authority will provide the Contractor both verbal and written notice thereof and the Contractor shall commence corrective work within eight hours after receiving verbal notice.

K. Nothing herein shall be construed as preventing the Authority from immediately commencing corrective work. Should the work be warranty related the Contractor shall reimburse the Authority or make replacement (at the option of the Authority) for any spare parts or materials required to perform any corrective work and reimburse the Authority for its burdened labor cost. Such corrective work shall not be construed to invalidate Contractor’s warranties.

L. Under such emergency conditions, the Contractor, with the Authority’s approval may utilize spare parts from the Authority’s spare parts inventory, provided that the Contractor agrees to replace each borrowed part with a new or like‐new part within 30 days. All costs associated with replacing or refurbishing the spare parts shall be borne by the Contractor.

M. Contractor shall submit a warranty administration procedure for Authority review and approval within 90 days after the ANTP. The warranty administration procedure shall address the administration of the warranty requirements herein.

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N. During the entire warranty period for the rail cars, the Contractor shall provide a Warranty Coordinator responsible for the management, coordination and performance of the warranty work. The Warranty Coordinator shall keep records of all failures, how they were corrected, parts replaced and probable cause of the failure. The Warranty Coordinator shall work with the Authority to resolve which failures are warranty‐related. The Warranty Coordinator shall be responsible for developing periodic reports ‐ daily, weekly and monthly or as requested by the Authority.

O. It is understood and agreed that time is of the essence with respect to all corrective work to be undertaken pursuant to the warranty herein contained, expressed or implied.

P. If a rail car is removed from revenue service for more than three days for warranty/repair/retrofit work, then the warranty period will be extended for the entire period the rail car is out of service.

14. Performance and Payment Bonds The Contractor shall provide a payment and performance bond in an amount equal to Forty‐ Five Million and 00/100 U.S. Dollars ($45,000,000.00). The performance bond shall secure to the Authority the Contractor’s full and faithful performance of the Contract. The payment bond shall secure to all persons who, by Contract or otherwise, furnish labor or materials to be incorporated into the equipment to be installed, or to be used in the manufacture, delivery, installation or testing of the equipment. These bonds shall expire no earlier than the date of Final Acceptance of all work to be completed on all rail cars pursuant to this Contract. These bonds shall be in form, and issued by sureties, acceptable to the Authority. The surety company shall comply with US Department of Treasury Circular C570 and be authorized to do business in the State of Georgia. The Authority, by exercising its rights under these bonds, shall not waive any other rights or remedies under the Contract or to which it is otherwise entitled, nor shall damages to which the Authority is entitled be limited to the amount of the bonds. The bonds are subject to MARTA’s prior written acceptance and must be submitted within ten (10) calendar days after receipt of the Administrative Notice to Proceed. The NTP shall not be issued until the properly executed bonds are received and accepted by the Authority.

15. Office Space The Contractor shall provide office space and a parking area for the exclusive use of the Authority's representatives at the Contractor’s facility at which the life extension work is performed. The office accommodations shall be at least equivalent to those used by the Contractor's staff, and should be adjacent to the Contractor's engineering and assembly areas. The Contractor shall provide access cards for the Authority’s representatives for security access to the Contractor’s facility at which the work is being performed. The office area shall contain at least 200 square feet of usable space, and shall accommodate up to three persons. The Contractor shall provide the furnishings and equipment listed in the attached schedule at this office. Parking spaces for at least three automobiles shall be

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provided. The Contractor shall provide maintenance and services for the Authority's offices throughout the duration of the Contract. These services shall include janitorial services for cleaning the offices and the parking areas, and all utilities, except that the Authority will reimburse the Contractor for the cost of long distance telephone services.

16. Subcontract Agreements After Contract award, the Contractor is required to submit copies of signed subcontract agreements with all subcontractors, they will use on the Contract. The subcontract agreements must denote the signature of the persons authorized to sign for the subcontractor; the date on which the subcontract agreement was signed; the names of any witnesses required, if any; the Scope of Work compensated for services rendered; and the beginning and ending date for the tasks assigned to the subcontractors. The Authority will not allow any subcontractor to perform any work under the Contract unless its subcontract agreement has been received at least ten (10) days prior to commencement of the subcontractor’s work.

A. The subcontract agreements shall contain language that should the Authority suspend all or any part of the Work during alerts under the National Terrorism Advisory Service (NTAS), as specified in Exhibit B, Section 17, the subcontractor shall be compensated for any and all expenses the subcontractor may have experienced as a result of the suspension of work.

B. The subcontract agreements shall contain language requiring the subcontractor to comply with the Authority’s Distraction Avoidance Policy, as specified in Exhibit B, Section 18.

D. The subcontract agreements shall contain language requiring the subcontractor to fully comply with all applicable requirements of the “Illegal Immigration Reform and Enforcement Act of 2011”, including but not limited to O.C.G.A. §13‐10‐91(b)(3) and (4).

17. Disposal of Removed Parts and Materials When applicable, the proper disposal of parts and/or materials shall be handled by the Contractor in accordance with the laws, regulations, restrictions, and/or requirements of all relevant local/State/Federal governmental authorities; including those laws, regulations, restrictions and/or requirements established, regulated, and enforced by the State of Georgia and Federal Environmental Protection Agencies, at no additional cost to the Authority.

18. Distraction Avoidance Policy To lessen the potential for occurrence of accidents, the Authority has instituted a Distraction Avoidance Policy; Authority Policy 10.1.69, effective February 1, 2010.

A. Contractors and subcontractors must comply with the following:

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1. Any operator of a vehicle or equipment on MARTA property, including motor vehicles, on‐track vehicles (locomotives, rail cars, high‐rail vehicles, rail‐bound maintenance equipment, contractor test vehicles and other similar vehicles) and construction equipment, must refrain from engaging in activities that distract from the safe operation of vehicles and equipment. Distractions include, but are not limited to, use of electronic devices, eating, drinking, smoking, reading, reaching for fallen items, and other activities that take attention away from driving or operating vehicles or equipment. Use of an electronic device includes, but is not limited to, making or receiving telephone calls, texting, playing games, reading, e‐mailing, internet browsing, or listening to music or other audio content.

2. The use of electronic devices on the rail wayside is prohibited under this policy. Electronic devices are wireless and/or portable electronic handheld equipment that may be hands‐free or not. This includes, but is not limited to, cellular phones, smart phones (including Blackberry and iPhone), two‐way pagers, portable internet devices, MP3 players, iPods, Bluetooth devices or any headphones or ear buds of any type, and any other portable electronic devices). Use of an electronic device includes, but is not limited to, making or receiving telephone calls, texting, playing games, reading, e‐mailing, internet browsing, or listening to music or other audio content.

3. Business communications during transit operations is an essential safety and operational function. Two‐way radios and Push‐To‐Talk‐only (PTT) cellular phones are permissible for vital business communications inherent to the Work. Accordingly, these devices are to be used exclusively for business communication. Use of a two‐way radio or PTT cellular phone for communication necessary for the operation of transit vehicles or equipment, or the performance of a safety‐sensitive function is excluded from this prohibition. Personnel that have been issued two‐way radios and personnel operating a vehicle equipped with a two‐way radio must always use the radio as the primary business communications system.

4. In case of an emergency, if radio communications fail then a personal cellular phone may be used as back‐up only if the equipment is safely parked and/or secured and the operator is outside of the equipment cab, off the equipment, and has moved away from the controls.

B. The Contractor is responsible for notifying all personnel of this policy, enforcing this policy with regards to it workforce, and including this requirement in all subcontracts.

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19. Furniture Schedule The Contractor shall provide the following furnishings and equipment at the offices provided for the Authority’s use at the Contractor site:

A. Three double pedestal desks

B. Three swivel chairs

C. Six side chairs

D. Three tables, 30 inches by 60 inches

E. Three five‐drawer filing cabinets

F. One drawing filing cabinet

G. One coat rack

H. Three waste baskets

I. Three three‐shelf bookcases

J. One telephone with a dedicated line and one extension

K. One high speed internet connection

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20. Contract Schedule

Contract B40294 CQ311/310 Life 1.0 Mobilization and Extension Pro Forma Schedule Contract Submittals Life Extension Production Pro Forma Schedule Milestone Categories NTP Material Float

Months after NTP 1 2 34567891011121314151617181920212223242526272829303132333435363738394041424344454647484950515253

CQ310/CQ311 Life Extension "CARS" in Program

Number of Cars ‐ Outbound 6 6 8 22246666666666666666666666666666662 Shipments

Number of Cars ‐ Base Order 2246666666666666666662 118 CQ311 Rail Car Deliveries

Number of Cars ‐ CQ310 Delivery Option Orders: Option 1 (32 4666666666666666 Cars); Option 2 (32 Cars) and Option 3 (30 Cars)

Number of Cars ‐ Base Order 2246666666666666666662 118 CQ311 Rail Car Acceptance

MARTA Exercises MARTA Exercises MARTA Exercises Number of Cars ‐ CQ310 Option 1 Option 2 Option 3 Acceptance Option Orders: 4666666666666666 Option 1 (32 Cars); Option 2 (32 Cars) and Option 3 (30 Cars)

Number of Rail Cars "Out of Service" In Life Extension 6 122020202020202020202020202222222222222222222222222222222222222222222222222222222222222222222218126 0 0 Program

Number of Rail Cars Available for 212 206 200 192 192 192 192 192 192 192 192 192 192 192 192 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 190 194 200 206 212 212 MARTA Revenue Service

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EXHIBIT C PAYMENT TERMS

Upon contract award, Form 3, Bid Form, shall become Exhibit C, Payment Terms of the Contract.

A. Payment Schedule Requests for payment will be received for verification, approval, and payment in accordance with the following details:

1. Mobilization (Bid Form, line item 1.0) The Authority will pay this line item when the Contractor has furnished copies of signed subcontract agreements, and MARTA has approved the Contract Schedule, Project Management Plan, Quality Assurance Plan, Warranty Administration Procedure, Joint Release and Delivery Procedure and any other item required by the ANTP. The total payment will be 20% of the CQ311 Base Total Price on Form 2.0 of Form 3, Bid Form, upon satisfaction of the required deliverables.

2. CQ311 Base Car Life Extension Work (Bid Form, line items 2.0.1 through 2.0.3) This payment category includes the work, materials and deliverables associated with the life extension of 118 CQ311 cars (59 married pair).

a. Rail Car Life Extension Transport and Production (delivery) will be payable upon MARTA approved Joint Release and Delivery Inspection Report on a married pair basis.

b. Rail Car Life Extension On‐site Testing and Acceptance will be payable upon MARTA granting acceptance on a married pair basis.

c. Should the Authority conditionally accept an item of equipment or hardware, the Authority will only pay the Contractor 90% of the payment otherwise due, until the conditions of acceptance are reconciled/corrected. To obtain the outstanding portion of such payments, the Contractor will have to issue an invoice accompanied with supporting documentation that demonstrates that the outstanding condition(s) has/have been reconciled to the satisfaction of the Authority.

d. The payment for the warranty bid lines will be paid upon expiration of each married pair of rail car warranty.

3. Allowances (Bid Form, line items 3.0 and 4.0) This category includes the Carbody Repairs Allowance and Unanticipated Repairs Allowance listed in the Bid Form, line items 3.0 and 4.0, respectively. The Authority will pay for carbody and unanticipated repairs, when invoiced by the Contractor, provided the Authority has previously authorized the work. The carbody repairs will

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be priced in accordance with the Itemized Carbody Repair Prices on Form 4.0 of the Bid Form. Invoices for Allowance repairs will be payable with the next completed Payment Milestone.

In order to satisfy a payment, the subject item must have been approved by the Authority; it would not be sufficient for the item to have been merely submitted by the Contractor. In addition, the Contractor must have satisfied requirements for all periodic/repeated items such as updates to schedules, monthly reports, etc.

4. CQ310 Car Life Extension Work (Bid Form, line items 5.0.1 through 5.0.3, 5.1.1 through 5.1.3, and 5.2.1 through 5.2.3) This payment category includes the work, materials and deliverables associated with the life extension of up to 94 CQ310 cars which will be exercised as Options 1 (32 cars), 2 (32 cars) and 3 (30 cars). Should the Authority elect to exercise any of these options, payment shall follow the same structure identified above in section 2. CQ311 Base Car Life Extension Work.

5. Optional Work The following categories of work represent optional items that may be elected by the Authority, at its sole discretion: a. Exterior Livery Option (Bid Form, line items 6.0, and 8.1 through 8.3) b. LED Lighting Upgrade Option (Bid Form, line items 7.0 and 9.1 through 9.3) c. Carbody Structural Inspection (Bid Form, line items 10.1 and 10.2) d. CQ310 Truck Fatigue Test (Bid Form, line item 11.0)

Payment for this optional work will be made at the line item unit prices identified on the Bid Form Summary of the Bid Form. Invoices for this work will be paid upon completion and acceptance of the work in accordance with Exhibit A.

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EXHIBIT D INSURANCE AND BONDING REQUIREMENTS A. Preamble

The following requirements apply to all work under the Contract. Compliance is required by the Contractor. To the extent permitted by applicable law, MARTA reserves the right to adjust or waive any insurance or bonding requirements contained in this Exhibit D.

1. Evidence of Insurance Required Before Work Begins

No work under the Contract may be commenced until all insurance and bonding requirements contained in this Exhibit D, or required by applicable law, have been complied with and evidence of such compliance satisfactory to MARTA as to form and content has been filed with MARTA. Contractor must provide MARTA with a Certificate of Insurance that clearly and unconditionally indicates that Contractor has complied with all insurance and bonding requirements set forth in this Exhibit D. If the Contractor is a joint venture, the insurance certificate should name the joint venture, rather than the joint venture partners individually, as the primary insured.

2. Minimum Financial Security Requirements

All companies providing insurance required by this Exhibit D must meet certain minimum financial security requirements. These requirements must conform to the ratings published by A.M. Best & Co. in the current Best's Key Rating Guide. The ratings for each company must be indicated on the documentation provided by Contractor to MARTA certifying that all insurance and bonding requirements set forth in this Exhibit D and applicable to the Contract have been unconditionally satisfied.

For all agreements, regardless of size, companies providing insurance or bonds under the Contract must meet the following requirements:

(a) Best's Rating not less than A‐; (b) Best's Financial Size Category not less than Class IX; (c) Companies must be authorized to conduct and transact insurance contracts by the Insurance Commissioner of the State of Georgia; and (d) All bid, performance and payment bonds must be underwritten by a U.S. Treasury Circular 570 listed company.

If the issuing company does not meet these minimum requirements, or for any other reason is or becomes unsatisfactory to MARTA, MARTA will notify Contractor in writing. Contractor must promptly obtain a new policy or bond issued by an insurer acceptable to MARTA and submit to MARTA evidence of its compliance with these conditions.

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Contractor’s failure to comply with all insurance and bonding requirements set forth in this Exhibit D and applicable to the agreement will not relieve Contractor from any liability under the agreement. Contractor’s obligations to comply with all insurance and bonding requirements set forth in Exhibit D and applicable to the agreement will not be construed to conflict with or limit Contractor’s indemnification obligations under the Contract.

3. Insurance Required for Duration of Contract

All insurance and bonds required by this Exhibit D must be maintained during the entire term of the Contract, including any renewal or extension terms, and until all work has been completed to the satisfaction of MARTA.

4. Notices of Cancellation & Renewal

Contractor must, notify MARTA in writing at the address listed below by mail, hand‐ delivery or facsimile transmission, within 2 days of any notices received from any insurance carriers providing insurance coverage under this Contract and Exhibit D that concern the proposed cancellation, or termination of coverage.

Risk Management Department 2424 Piedmont Road, N.E. Atlanta, GA 30324‐3330 Facsimile No. (404) 848‐4549

Confirmation of any mailed notices must be evidenced by return receipts of registered or certified mail. Contractor shall provide MARTA with evidence of required insurance prior to the commencement of the Contract, and, thereafter, with a certificate evidencing renewals or changes to required policies of insurance at least fifteen (15) days prior to the expiration of previously provided certificates.

5. Agent Acting as Authorized Representative

Each and every agent acting as authorized representative on behalf of a company affording coverage under this contract shall warrant when signing the Acord Certificate of Insurance that specific authorization has been granted by the Companies for the Agent to bind coverage as required and to execute the Acord Certificates of Insurance as evidence of such coverage. MARTA coverage requirements may be broader than the original policies; these requirements have been conveyed to the Companies for these terms and conditions. In addition, each and every agent shall warrant when signing the Acord Certificate of Insurance that the Agent is licensed to do business in the State of Georgia and that the company or companies are currently in good standing in the State of Georgia.

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6. Certificate Holder

MARTA must be named as certificate holder. All notices must be mailed to the attention of Risk Management Department at 2424 Piedmont Road, N.E., Atlanta, Georgia 30324‐3330.

7. Contract Number & Name

The contract number and name must be referenced in the description section of the insurance certificate.

8. Additional Insured Endorsements – Form CG 20 26 07 04 or their carrier equivalent

MARTA shall be covered as an Additional Insured, as its interest may appear, under any and all insurance required pursuant to this Contract, and such insurance shall be primary and non‐contributory with respect to the Additional Insured. However, this requirement does not apply to Workers’ Compensation or Professional Liability Insurance. Additional insured status extending to ongoing and completed operations per CG 20 26 07 04, CG 20 26 04 13 or their carrier equivalent shall be provided. Additional insured status shall be maintained following project completion equivalent to the statute of repose in the State of Georgia. A copy of the Additional Insured Endorsement or its equivalent must be forwarded to the Risk Management Department as soon as practicable but in no event more than ten (10) days after the execution date of the Contract.

9. Mandatory Sub‐Contractor Compliance

Contractor must require and ensure that all sub‐Contractors at all tiers to be sufficiently insured/bonded.

10. Self‐Insured Retentions, Deductibles or Similar Obligations

Any self‐insured retention, deductible or similar obligation will be the sole responsibility of the Contractor.

11. Task Order

Evidence of compliance with insurance requirements must be provided on a Task Order basis prior to the issuance of any Notice to Proceed.

B. Workers' Compensation and Employer's Liability Insurance

Contractor must procure and maintain Workers' Compensation and Employer's Liability Insurance in the following limits to cover each employee who is or may be engaged in work under the Contract:

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Workers' Compensation State of Georgia Statutory Coverage Employer's Liability: Bodily Injury by Accident/Disease $1,000,000 each accident Bodily Injury by Accident/Disease $1,000,000 each employee Bodily Injury by Accident/Disease $1,000,000 policy limit

C. Commercial General Liability Insurance

Contractor must procure and maintain Commercial General Liability Insurance on form (CG 00 00 01 or equivalent) in an amount not less than $5,000,000 per occurrence. The following indicated extensions of coverage must be provided:

Contractual Liability Broad Form Property Damage Premises Operations Medical Expense Independent Contractor/Sub‐Contractor Additional Insured Endorsement* (primary& non‐contributing in favor of MARTA) Waiver of Subrogation in favor of MARTA

D. Commercial Automobile Liability Insurance

Contractor must procure and maintain Automobile Liability Insurance in an amount not less than $5,000,000 Bodily Injury and Property Damage combined single limit. The following indicated extensions of coverage must be provided:

Owned, Non‐owned & Hired Rail cars Waiver of Subrogation in favor of MARTA

If Contractor does not own any automobiles in the corporate name, non‐owned rail car coverage will apply and must be endorsed on either Contractor’s personal automobile policy or the Commercial General Liability coverage required under this Exhibit D.

E. Excess or Umbrella Liability Insurance Contractor must procure and maintain Excess or Umbrella Liability Insurance in amount of not less than 5,000,000.

The following indicated extensions of coverage must be provided (only if the box is checked):

Coverage must follow form with primary policy May be used to achieve minimum general and auto liability limits

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Coverage must be as broad as primary policy F. Property Coverage/Inland Marine

Contractor shall procure and maintain all risk property coverage in an amount equal to replacement value for all of Contractor’s equipment, furniture, fixtures, machinery and/ or personal property. The policy or policies shall include a waiver of subrogation against MARTA and its officers, employees, agents, and servants.

G. Pollution Liability

Liability Contractor must procure and maintain Pollution Liability with not less than $1,000,000

H. Performance and Payment Bonds

If required under the terms of the Contract, Contractor must, prior to or simultaneously with the Effective Date of the Contract, at its own expense, deliver to MARTA a Performance and a Payment Bond each in an amount equal to Forty‐Five Million and 00/100 U.S. Dollars ($45,000,000.00) (see Section 5 of the Contract) payable under the Contract, naming MARTA as co‐obligee and issued by a surety company or companies in such form either attached hereto (or as otherwise approved by MARTA’s Chief Counsel). The bonds must be kept in full force and effect during the term of the Contract and any renewals or extensions thereof.

(a) In addition, prior to the commencement of any work by or at the instance of Contractor, it must provide to MARTA a fixed price contract or contracts for all work to be performed, which contract(s) shall be insured by, and Contractor shall provide to MARTA, a Payment Bond (and Performance Bond, if applicable) in an amount equal to Forty‐Five Million and 00/100 U.S. Dollars ($45,000,000.00) and acceptable to MARTA’s Chief Financial Officer and in such form as approved by MARTA’s Chief Counsel.

(b) The Payment Bond (and Performance Bond, if applicable) shall name MARTA as the obligee, shall meet the other requirements of the Contract, and shall remain in full force and effect until: (i) all work under the Contract is completed and fully paid for, (ii) certificates of occupancy, acceptance or completion (if required) have been issued, (iii) final lien waivers have been obtained from all contractors and subcontractors; (iv) MARTA has finally approved and accepted the rail cars; and (v) the applicable limitations period under Georgia law for the commencement of a suit against the Payment Bond (and Performance Bond, if applicable) has lapsed.

(c) The Payment Bond (and Performance Bond, if applicable) may be reduced to the amounts set forth in and in accordance with the following schedule:

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i. The Payment Bond (and Performance Bond, if applicable) may be reduced to Forty Million and 00/100 U.S. Dollars ($40,000,000.00) each thirty (30) days after Contractor gives MARTA written notice and 20 rail cars have received Final Acceptance;

ii. The Payment Bond (and Performance Bond, if applicable) may be reduced to Thirty‐Five Million and 00/100 U.S. Dollars ($35,000,000.00) each thirty (30) days after Contractor gives MARTA written notice and 40 rail cars have received Final Acceptance;

iii. The Payment Bond (and Performance Bond, if applicable) may be reduced to Thirty Million and 00/100 U.S. Dollars ($30,000,000.00) each thirty (30) days after Contractor gives MARTA written notice and 60 rail cars have received Final Acceptance ;

iv. The Payment Bond (and Performance Bond, if applicable) may be reduced to Twenty Five Million and 00/100 U.S. Dollars ($25,000,000.00) each thirty (30) days after Contractor gives MARTA written notice and 80 rail cars have received Final Acceptance; and

v. The Payment Bond (and Performance Bond, if applicable) may be reduced to Twenty Million and 00/100 U.S. Dollars ($20,000,000.00) each thirty (30) days after Contractor gives MARTA written notice and 100 rail cars have received Final Acceptance.

(d) The bonds must be issued as security for the full and faithful performance of this Contract, including, its covenants, stipulations and agreements of the Contractor, the payment of all bills and obligations arising out of the performance its obligations under the Contract, which bills and obligations might or would in any manner become a claim against MARTA, and guaranteeing all services and work set forth in the Contract against faulty materials or poor workmanship, or both, in accordance with any warranty provisions of the Contract, if any.

(e) The surety company issuing the bonds must give the MARTA notice in writing by registered mail at least thirty (30) days prior to an anniversary date of the bonds of its intention not to renew or to terminate the bonds.

(f) A Corporate Surety that is satisfactory to MARTA, authorized to do business in the State of Georgia, and listed in the latest issue of U.S. Treasury Circular 570 must execute the bonds.

(g) The date of the Bonds must be the same as the date of execution of the Contract by MARTA. The Surety must appoint an agent for service in Atlanta, Georgia upon whom all notices must be shown on each Bond. The person executing the Bonds on

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behalf of the Surety must file with the Bonds a general power of attorney unlimited as to amount and type of Bonds covered by such power of attorney, and certified to by an official of said Surety. The Bonds must be on forms provided by MARTA. The Contract will not be executed by MARTA until after the approval of the Bonds by MARTA's Chief Counsel.

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EXHIBIT E NO CONFLICT OF INTEREST

Upon contract award, Form 4, No Conflict of Interest, shall become Exhibit E, No Conflict of Interest of the Contract.

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APPENDIX A OFFICE OF DIVERSITY AND INCLUSION REQUIREMENTS

Upon contract award, Appendix A, Office of Diversity and Inclusion Requirements shall become Appendix A, Office of Diversity and Inclusion Requirements of the Contract.

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APPENDIX B ILLEGAL IMMIGRATION REFORM AND ENFORCEMENT ACT AFFIDAVITS

Upon contract award, Appendix B, Illegal Immigration Reform and Enforcement Act Affidavits, shall become Appendix B, Illegal Immigration Reform and Enforcement Act Affidavits of the Contract.

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APPENDIX C CONTRACT SCHEDULE

Upon contract award, Exhibit B, Section 20, Contract Schedule shall become Exhibit B, Section 20, Contract Schedule of the Contract.

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