Southeastern Pennsylvania Transportation Authority (SEPTA)

Request for Proposal

25-00293-AMUD

for

Alternative Energy Credit Aggregator/Broker

January 2026

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Contents

Part I – Instructions & Information

Part II – Contract

Attachments

1. Technical Proposal

2. Scope of Services

3. Price Proposal

4. Federal Transit Administration (FTA) Provisions for Contracts –

NOT USED

5. Certification Regarding Lobbying – NOT USED

6. Disadvantaged Business Enterprise (DBE) Requirements – NOT

USED

7. SEPTA Solicitation Statistics

8. Project Progress and Performance Evaluation

9. Certification Regarding Compliance with Immigration Reform and Control Act of 1986 – NOT USED

10. Commonwealth of Pennsylvania Contract Requirements

11. SEPTA EEO/AA Contractual Requirements

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Southeastern Pennsylvania Transportation Authority

Part I

Instructions and Information

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SECTION 1 – INSTRUCTIONS AND INFORMATION FOR PROPOSERS

I. You (hereinafter referred to as “Proposer”) are requested to submit a formal proposal

(hereinafter referred to as “Proposal”) for the required services detailed in Attachment 2 (hereinafter referred to as “Scope of Services) in accordance with this Request for Proposal (RFP). Any Proposal submitted must comply with the requirements of this RFP as herein stated including all applicable Federal, State and Local laws, and is to be signed by an officer legally authorized to bind Proposer to a Contract (hereinafter referred to as “Contract”) and shall be submitted to SEPTA in writing, in the time and in the manner described herein.

II. FORM OF PROPOSAL

The Proposal must address all items set forth in Attachment 2, “Scope of Services.”

A. Technical Proposal: This shall include but not be limited to the following information:

1. A statement concerning the Proposer’s interpretation of the Project objectives, and a description of the services as understood by the Proposer.

The services described by Proposer must be fully responsive to this RFP. Eliminations or qualifications by Proposer of performance of services required by this RFP may result in a Proposal being judged non-responsive.

2. A Project organization chart identifying Proposer’s manager of the Project and all other “key” personnel. SEPTA retains the right to reject or accept proposed Project personnel. Resumes shall be provided identifying the qualifications and experience of the manager of the Project and all key personnel. Except as specified in Paragraph 6 of the attached Contract, SEPTA will not permit a change in the manager of the Project or key personnel after award, if any, to the successful proposing firm.

3. Proposer shall state the full name of the entity as it will appear on all final contract documents. If the Proposer is a joint venture, then a copy of any written agreement that exists between the members of each party to the joint venture shall be included as part of the Technical Proposal. Such agreement shall fully discuss and identify the responsibility of the joint venture for performing the services, provided, however, the joint venture must comply with Section 37 of the contract.

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B. Price Proposal: The price to SEPTA for performing all the SEPTA required scope of services must be detailed in the Price Proposal. The Price Proposal will be submitted to SEPTA as a SEPARATE DOCUMENT IN A SEALED ENVELOPE. Price Proposals which exclude or restrict cost items necessary for a Proposer to perform the SEPTA required scope of services are not acceptable and may be considered by SEPTA as non-responsive to the RFP.

1. The Price Proposal shall be submitted using the form included in

Attachment 3 along with any other additional information required to make it complete.

2. The requirements of this RFP should be carefully reviewed by

Proposer prior to preparation of its Price Proposal. In preparation of its Price Proposal, Proposer must assume that SEPTA will not make modifications to the terms of the Contract as attached.

III. RESPONSIBILITY OF PROPOSER

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

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

2. Debarment and Suspension – Is neither debarred nor suspended from Federal programs under DOT regulations, “Non procurement Suspension and Debarment,” 2CFR Parts 180 and 1200, or under FAR at 48CFR, Chapter 1 Part 9.4 or any Commonwealth of Pennsylvania funded programs. This contract will also be governed by the Contractor’s/Consultant’s responsibilities under 49 CFR, Part 29, regarding debarment, suspension, and other responsibility matters of any lower tier covered transactions, as applicable.

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

4. Public Policy – Is in compliance with the public policies of the Federal

Government, as required by 49 U.S.C. Section 5325 (j) (2) (B) and Commonwealth of Pennsylvania public policies;

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

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

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

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

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

10. Performance Record provides a satisfactory current and past performance record.

IV. GENERAL REQUIREMENTS:

A. SUBMISSION OF PROPOSALS

One (1) original copy of the Technical Proposal, plus 1 thumb drive in “PDF” format and One (1) original copy of the Price Proposal, in separate envelopes (clearly marked) shall be submitted to SEPTA’s Contract Administrator:

Attn: Matthew Dooner Manager – Asset Recovery Program Procurement & Supply Chain Management 1234 Market Street, 11th Floor Philadelphia, PA 19107-3780

B. DISADVANTAGED BUSINESS ENTERPRISE (DBE) GOAL

No Goal(s) Established – No Goal has been established for this procurement. If the successful Proposer will be using a DBE subcontractor/subconsultant in conjunction with the contract, the Proposer must include the properly executed DBE Participation Schedule with their Technical Proposal. Please refer to the DBE section, Attachment #6.

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C. SEPTA SOLICITATION STATISTICS SURVEY FOR DBE and NON-DBE

CONTRACTOR/CONSULTANT AND SUB-

CONTRACTOR/SUBCONSULTANT FORM

All Proposers are required to complete a SEPTA Solicitation Statistics Survey (See Attachment 7) for themselves and each of their DBE and non-DBE subcontractors/subconsultants in accordance with 49 CFR part 26.11. The form is to be signed by an officer legally authorized to bind the Proposer to a Contract and shall be submitted to SEPTA as part of their proposal.

D. RIGHTS RESERVED BY SEPTA

In submitting the proposal, the Proposer understands that the right is reserved by SEPTA to reject any and all proposals and/or to negotiate separately with any firm in any manner deemed appropriate to serve its best interest. If any award of Contract is made as a result of these Proposals, it will be made on the basis of the Proposal(s) which best satisfied the intent of the RFP and other factors considered in the best interest of SEPTA. SEPTA is not liable for any expenses incurred by Proposers in the development of its Proposal, or any subsequent activity related to the Proposal.

Each BAFO submitted shall remain firm for at least one-hundred and twenty (120) days from the date of BAFO submittal and may not be withdrawn in whole or in part during that time.

It is also understood and agreed that if the Proposer should withdraw any part or all of its proposal within this one-hundred and twenty (120) calendar days after the Best and Final Offer (BAFO) without the consent of SEPTA, or shall refuse or be unable to enter into the Contract as provided with these documents, it shall be liable to SEPTA to the extent of SEPTA’s damages occasioned by such withdrawal, or refusal, or inability to enter to a contract.

E. MODIFICATIONS TO SEPTA'S FORM OF CONTRACT

If an award of Contract is made because of this RFP, the proposed form of Contract which the Proposer will be required to execute is attached to this RFP, and as such the Proposers are urged to review the Contract carefully. SEPTA may, at its sole discretion consider minor modifications to the terms of the proposed Contract. The Proposer must specifically request such modifications by providing the proposed language within the Questions & Answers phase. Any minor modifications submitted will be reviewed and either denied or accepted by SEPTA. Any subsequent requests for modifications may result in the proposal being deemed non-responsive and may lead to canceling any recommendation to a Proposer that makes such a request outside of the allotted period.

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The Contract requires that all tasks described in the RFP and/or Proposal shall be the Proposer's sole responsibility and shall be performed by the Proposer and its subcontractors/subconsultants. Due to the negotiation process (see RFP Section 2, "Selection Process"), SEPTA may elect to revise the services described in the RFP and the Proposal. The single document as amended through Addenda and negotiations shall then become an Attachment to the Contract instead of the RFP and Proposal. SEPTA expressly reserves the right to approve and/or modify, at its sole discretion, both form and substance of any written Contract entered into pursuant to this RFP.

F. INSURANCE

Proposer and its subcontractor(s)/subconsultant(s) shall be required to provide, at their own cost and expense the insurance required in the Contract.

G. PERFORMANCE EVALUATION

During the performance of the work, SEPTA will conduct at a minimum annually, a formal performance evaluation of the Contract (See Attachment 8).

H. TAXES

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

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

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

I. PROPOSAL SECURITY – NOT USED

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J. DISCREPANCIES – DUTY OF PROPOSER TO CLARIFY AMBIGUITIES

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

K. ADDENDA

The contents of all addenda to Proposers are to be incorporated in the proposal and will become part of the RFP and/or Contract Documents.

L. CERTIFICATION REGARDING LOBBYING – NOT USED

M. CERTIFICATION REGARDING COMPLIANCE WITH IMMIGRATION

REFORM AND CONTROL ACT OF 1986 – NOT USED

N. NON-COLLUSION REQUIREMENT

In the event Proposer is recommended to the SEPTA Board for award, the Proposer hereby agrees to sign an Affidavit of Non-Collusion, if requested by SEPTA, in a form acceptable to SEPTA prior to the award, if any, of the contract.

O. SEPTA’s RFP PROTEST PROCEDURE

The definitions, policies and procedures cited below are applicable to this section only.

1.0 PURPOSE

1.1 This section describes the policies and procedures governing the receipt and resolution of protests in connection with a Request for Proposal (RFP). This procedure is applicable to all RFP’s more than $25,000. Proposal protests for RFP’s less than $25,000 shall be informally handled by the Assistant General Manager of Procurement & Supply Chain Management or his/her designee.

2.0 DEFINITIONS

2.1 "Interested Party" means any proposer.

2.2 "days" means business days.

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2.3 “Filed” means the date of receipt by The Office of SEPTA’s Assistant General Manager of Procurement & Supply Chain Management or his/her designee (hereinafter Assistant General Manager of Procurement & Supply Chain Management).

2.4 “Federal/State Law or Regulation” means any valid requirement imposed by

Federal, State, or other Statute or regulation.

2.5 “Presumptive Contractor/Consultant” means the proposer that is in line for award of the contract if the protest is denied.

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

3.0 TYPES OF PROTESTS/ TIME LIMITS

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

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

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

4.0 CONTENTS OF PROTEST

4.1 Protests must be in writing, and filed directly with SEPTA’s Office of the

Assistant General Manager of Procurement & Supply Chain Management, at the address indicated in the solicitation, and must contain the following information:

a. The name, address, and telephone number of the Protestant; and

b. Identity of the RFP (by number and description); and

c. A detailed factual statement of the grounds for protest; and

d. The desired relief, action or ruling.

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5.0 ACTION BY SEPTA

5.1 Procurement Process Status

Upon timely receipt of a protest, SEPTA will delay the evaluation process of the proposals until after resolution of the protest for protests filed prior to the receipt of proposals or withhold award until after resolution of the protest for protests filed after an award recommendation is announced. However, SEPTA may receive or evaluate proposals or award a contract whenever SEPTA, at its sole discretion, determines that:

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

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

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

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

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

5.3 Response to the Protest

SEPTA’s Assistant General Manager of Procurement & Supply Chain Management will respond in detail to each substantive issue raised in the protest within a reasonable time after the protest is filed. SEPTA’s response shall address only the issues raised originally by the Protestant within the filed protest.

When, on its face, a protest does not state a valid basis for protest or is untimely, the Assistant General Manager of Procurement & Supply Chain Management may summarily dismiss the protest without providing a detailed response.

5.4 Rebuttal to SEPTA Response

The Protestant may submit a written rebuttal to SEPTA’s response, addressed to the Assistant General Manager of Procurement & Supply Chain Management, but must do so within five (5) days after receipt of the original SEPTA response.

SEPTA will not address new issues raised in the rebuttal. After receipt of the Protestant’s rebuttal, the Assistant General Manager of Procurement & Supply Chain Management will review the protest and notify the Protestant of his/her final decision.

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5.5 Request for Additional Information

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

5.6 Request for Reconsideration

If data becomes available that was not previously known, or there has been an error of law, a Protestant may submit a request for reconsideration of the protest.

SEPTA’s Assistant General Manager of Procurement & Supply Chain Management will again review the protest considering all currently available information. The Assistant General Manager of Procurement & Supply Chain Management’s determination will be made within a reasonable period of time, and his/her decision will be considered final.

5.7 Decision

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

6.0 CONFIDENTIALITY OF PROTEST

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

[END OF SECTION]

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SECTION 2 – SELECTION PROCESS

I. TECHNICAL EVALUATION CRITERIA

The following criteria in descending order of importance will be used for the evaluation of Proposals according to SEPTA Procedures:

a. Professional Qualifications - As part of their proposals, bidders must document the specialized experience and technical competence of their companies relevant to these specifications. This contract requires that the proposed Project Manager (PM), supervisory team and any sub-contractors possess the appropriate professional qualifications and past technical and administrative experience necessary to fulfill the requirements of the scope of services.

b. Project Approach - Bidders must clearly exhibit their companies’ understanding of SEPTA’s objectives and requirements via a detailed description of services they will provide if awarded this contract. Bidders must demonstrate a clear understanding of the scope of services by providing staffing and work schedules that exhibit a logical and complete approach to the performance of required tasks. Bidders must convey their commitment to completing all tasks listed in the scope of services.

c. Project Team & Organization - Bidders must document their capacity to accomplish the scope of services in the required time frames. Their project team, organization and staffing must ensure efficiency and control of the required work. Bidders must clearly outline and define the division of work tasks between the contractor and any sub-contractors. The firm must describe similar successful work on past projects with proposed sub-contractors. Bidders must satisfactorily describe their method of project control including budgeting, scheduling, reporting and progress meetings.

II. SELECTION

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

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

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

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

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

Unacceptable: Responses and solutions fail to meet the minimum requirements of the RFP. The information provided is insufficient to evaluate the response. Major revisions are required to cure deficiencies.

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

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

C. After all Proposals have been evaluated in accordance with the criteria set forth above, the Price Proposals will be reviewed, and price will be considered in the overall evaluation. If any Proposal is determined to be acceptable based on the Technical Evaluation, interviews (if conducted), and Price, SEPTA may, without discussion or negotiation, proceed to award the Contract to that firm.

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

E. No information, financial or otherwise, will be provided to any Proposer about any

Proposals from other Proposers.

F. After all negotiations and discussions have been completed, each of the Proposers within the competitive range with whom negotiations have been conducted will be afforded the opportunity to submit a BEST AND FINAL OFFER (BAFO) (including Options). The BAFO shall be each Proposer’s most favorable Price Proposal for the Technical Proposal and business/contractual terms which have been clarified and agreed upon during discussions and negotiations. The request for BAFOs will set forth the specific time and date for the submission of the BAFO. The BAFO (including Options) will be evaluated by SEPTA. Each BAFO submitted shall remain firm for at least one-hundred and twenty (120) days from the date of BAFO submittal and may not be withdrawn in whole or in part during that time.

III. AWARD

A. As stated in Section I, Paragraph IV (General Requirements), E (Modifications to SEPTA’s Form of Contract) if any Proposer fails to submit minor modifications during the Questions & Answers phase and attempts to submit them subsequently may result in the proposal being deemed non-responsive. SEPTA may cancel a recommendation to award to a firm that makes such requests outside the allotted period.

B. SEPTA will make an award, if any, only to a firm that has been determined by SEPTA to be fully responsive and responsible to the RFP requirements, while taking into consideration the staff’s evaluation of the Technical Proposals, interviews (if conducted), and the BAFO. A recommendation to the SEPTA Board will be made of the firm that is the most advantageous to SEPTA.

C. If applicable, in accordance with SEPTA's Procurement Manual, Chapter V – 10.2, SEPTA's Board Committee, with staff support as appropriate, may interview, and receive a presentation (if desired) from all Proposers in the competitive range. Based upon presentations and, taking into consideration the staff's evaluation of the written proposals submitted to SEPTA and the Best and Final Offer, the Board Committee will make a recommendation to the full Board of the firm(s) that are the most advantageous to SEPTA should be awarded the contract.

D. Septa is prohibited from entering into a Cost-Plus Percentage of Cost (CPPC) contract under its Procurement Manual and applicable state and federal regulations. A CPPC contract reimburses a Proposer for actual project expenses, plus a fixed percentage as

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profit. CPPC contracts can have the undesirable effect of incentivizing Proposers to increase project expenses thus maximizing their profit. These contracts have potential for cost overruns because the greater the project cost, the higher the Proposer’s profit margin.

[END OF SECTION]

Part II

Contract

Contract for (Insert RFP Title)

Table of Contents

1. Incorporation of Recitals

2. Contract Documents

4. Time of Performance

5. Data Available to Contractor/Consultant

6. Personnel To Be Used in Providing Services

7. Contractor/Consultant to Cooperate with SEPTA's Designated Project Representatives

8. Total Contract Price

9. Method of Payment

10. Audit and Inspection of Books and Records

11. Overpayments

12. All Information and Findings to Remain Confidential

13. Data to Become Property of SEPTA

14. Interest of Contractor/Consultant

15. Assignment of Rights, Delegation of Duties Restricted

16. Subcontracting

17. Interpretation of Scope

18. Changes

19. Infringement of Patents, Trademarks and Copyrights

20. Covenant Against Contingent Fees

21. Termination for Convenience of SEPTA

22. Termination of Contract for Cause

23. Indemnification

24. Insurance

25. Personnel Security Measures

26. Notices

27. Compliance with Federal, State and Local Laws and Contract Requirements

28. Governing Law, Forum Selection, and Consent to Jurisdiction

29. Waiver of Breach of Contract

30. SEPTA Equal Employment Opportunity/Affirmative Action Contractual Requirements .. 17

31. Disputes

32. Third Party Contract Rights

33. Prohibited Interest

34. Integration

35. Severability

36. Disadvantaged Business Enterprise (DBE) Requirements

37. Joint and Several Liability

38. Warranties- Not Used

39. Performance Bond- Not Used

40. Liquidated Damages- Not Used

41. Delivery

42. Inspection

43. Seat Belt Use

44. Distracted Driving, Including Text Messaging While Driving

45. Buy America Buy American

46. City and Minimum Wage and Benefits

47. Prohibition on Contracting for Certain Telecommunications and Video Surveillance

Services or Equipment

48. ESMS Contractor Training

Attach. 1-Technical Proposal Attach. 2 - Scope of Services Attach. 3 - Price Proposal Attach. 4 - Federal Transit Administration (FTA) Provisions for Contracts Attach. 5 - Certification Regarding Lobbying Attach. 6 - Disadvantaged Business Enterprise (DBE) Requirements Attach. 7 - SEPTA Solicitation Statistics Attach. 8 -Project Progress and Performance Evaluation Form Attach. 9 - Certification Regarding Compliance With Immigration Reform and Control Act of

Attach. 10 - Commonwealth of Pennsylvania Contract Requirements Attach. 11 - SEPTA EEO Contractual Requirements

Contract

Alternative Energy Credit Aggregator/Broker

THIS CONTRACT, entered into this day of , 20 , by and between the Southeastern Pennsylvania Transportation Authority (hereinafter called "SEPTA"), a body corporate and politic exercising the powers of the Commonwealth of Pennsylvania as an agency and instrumentality thereof, with offices located at 1234 Market Street, Philadelphia, Pennsylvania, and (hereinafter called "CONTRACTOR"), a organized under the laws of , with principal offices located at .

W I T N E S S E T H:

WHEREAS, SEPTA is involved in an undertaking known as 25-00293-AMUD Alternative Energy Credit Aggregator/Broker (hereinafter known as the "Project"); and

WHEREAS, SEPTA desires to engage Contractor to perform certain technical and professional services in connection with the Project as more fully set forth hereinafter; and

WHEREAS, Contractor has agreed to comply with all requirements of the Contract as set forth in the accompanying Attachments 1 through 11 attached hereto and made part hereof.

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

1. Incorporation of Recitals

The recitals above are hereby incorporated into the Body of the Contract.

2. Contract Documents

Attachments 1 through 11, inclusive, are hereby incorporated into this document, and the Attachments are deemed a part thereof.

Attachments 4 and 10 are a notice and a summary of notices by SEPTA of the requirements that the Federal Government and Commonwealth of Pennsylvania impose on contracts which they fund in whole or in part. Contractor acknowledges that Attachments 4 and 10 do not constitute legal advice by SEPTA thereon. Hence, Contractor, to whatever extent Contractor deems necessary, must obtain its own legal advice on these requirements.

3. Engaging of Contractor/Consultant

SEPTA hereby agrees to engage Contractor to perform, and Contractor hereby agrees to perform, all the services hereinabove referenced and hereinafter described and more fully set forth in Attachments 1 through 11.

4. Time of Performance

a. Contractor shall perform all the services required under the Contract for a total of Three Years with Two One-Year Extension Options from the effective date stated in SEPTA's written Notice to Proceed.

b. Contractor shall commence performance promptly upon the effective date stated in

SEPTA's Notice to Proceed. Time is of the essence in the performance of services under the Contract.

c. Contractor understands and agrees that any costs incurred prior to the effective date stated in a Notice to Proceed are not allowable costs and Contractor/Consultant will not be reimbursed by SEPTA for any such costs.

d. Contractor shall meet all other time limits set forth in Attachments 1 through 11.

5. Data Available to Contractor/Consultant

All SEPTA maintained information, reasonably available and necessary for carrying out the services required to be performed under the Contract, shall be furnished to Contractor.

Contractor shall familiarize itself with SEPTA operations and with the Project to the extent necessary to furnish the services required under the Contract.

6. Personnel To Be Used in Providing Services

a. Responsibility for Personnel

Contractor agrees that all personnel used in performance of the Contract shall be considered employees of Contractor or its subcontractors/subconsultants and in no event shall any of the personnel employed in the performance of the Contract be considered employees of SEPTA.

b. Only Certain Employees to Perform Services

Contractor shall provide SEPTA with a list of all Proposer’s (and/or subcontractor’s) managers and field representatives who will perform services under the Contract.

Contractor shall furnish a resume, brief biographical sketch and services history of each person involved with performing services required under the Contract.

Personnel designated within the proposal as "Key Personnel" for the performance of the required services, shall not be removed nor have their level of participation reduced by the Contractor prior to the completion of their assignment under the Contract without the prior written approval of SEPTA.

Contractor agrees that it will perform all the services required under the Contract using employees of Contractor or its authorized subcontractors/subconsultants. Contractor further agrees that none of the personnel performing services under the Contract has or shall have any contractual, financial, or familial relationship with SEPTA or any of its officers, employees, or agents or with any agency providing funds to SEPTA at any time during the Contract.

c. Only Professionally Qualified Employees to Perform Services

All of Contractor personnel providing services under the Contract shall be technically qualified to perform the services required hereunder and, unless otherwise provided herein, as required by the nature of the services, will be fully licensed in the Commonwealth of Pennsylvania, and authorized in conformity with all state licensing requirements and all governmental statutes, ordinances, and other provisions dealing with the services provided by such personnel.

7. Contractor/Consultant to Cooperate with SEPTA's Designated Project Representatives

Contractor shall cooperate with and coordinate all the efforts of its personnel with SEPTA's Project Manager, who shall be responsible for technical direction provided by SEPTA, and SEPTA's Contract Administrator, who shall be responsible for the administration of the Contract on SEPTA's behalf (sometimes collectively referred to as "Project Representatives"). All changes in the services to be performed must receive the prior written authorization of SEPTA’s Contract Administrator. The Project Representatives shall also monitor and review the progress of the Proposer Services to aid in program coordination.

The participation by the Project Representatives shall not relieve the Contractor from its obligations under the terms of the Contract.

Contractor shall take direction, within the scope of services contemplated by the Contract, from SEPTA's Project Representatives in carrying out the Project but shall remain solely professionally responsible for the services.

8. Total Contract Price

Contractor agrees to complete performance of all services required by the Contract documents and pay to SEPTA the value of sold credits in accordance with pricing submitted in attachment #3 “Price Proposal” or Best & Final Offer (BAFO), if applicable, hereinafter referred to as "Total Contract Price."

9. Method of Payment to SEPTA

The Contractor will pay to SEPTA all proceeds from the sale of Alternative Energy Credits, minus the applicable contractor’s fee, as described in Scope of Work and Price Proposal. The Contractor assumes all risk and costs of marketing, sales, and administration.

Contractor will be invoiced by SEPTA on a quarterly basis in accordance with the reported sales and pricing as set forth in Price Proposal.

Payment to SEPTA is to be made in the form of ACH electronic bank-to-bank transfer of by Certified Check of a solvent bank payable to SEPTA.

10. Audit and Inspection of Books and Records

Contractor shall keep written records in reasonable detail of all services performed by it under the Contract. All written records, reports, work sheets, data, and information prepared, generated, or obtained in connection with Contractor performance of services for SEPTA shall be made available during the term of the Contract and for a period of five (5) years thereafter, together with all books and other data or information, in whatever form contained, relating to Contractor’s performance under the Contract. Contractor shall permit the audit and examination of the aforementioned material, including the making of excerpts and transcriptions, by appropriate officers or representatives of SEPTA and any governmental funding agency providing financial assistance for the Project, including the United States Department of Transportation, the Office of the Comptroller General of the United States, and the Pennsylvania Department of Transportation.

Contractor shall require its subcontractor to keep written records in reasonable detail of all services performed by them for Contractor under the Contract and to maintain all books, data, information, and records in a form that will support the invoice billed to Contractor.

Contractor shall further require that all written records, reports, work sheets, data, and information prepared, generated, or obtained in connection with such subcontractor’s/subconsultant’s performance of services for Contractor shall be made available during the term of the Contract and for a period of five (5) years thereafter to SEPTA, together with all books and other data or information, in whatever form contained, relating to such subcontractor’s/subconsultant’s performance for Contractor/Consultant.

11. Overpayments – NOT USED

12. All Information and Findings to Remain Confidential

Contractor agrees that all information relating to research investigations (patentable or unpatentable), specifications and other evaluations, drawings, tracings, plans, and other data which have been obtained by Contractor from SEPTA or are evolved or developed by Contractor (or by others under his direction or supervision) in connection with the performance of the Contract or the efforts in conjunction with employees of SEPTA shall be deemed to be confidential information belonging solely to SEPTA. Further, during the term of the Contract and thereafter for a minimum period of three (3) years after the services, Contractor shall not use or disclose such information for any purpose (or permit its usage or disclosure by others under Contractor’s supervision or direction) except to the extent necessary to perform services under the Contract, unless Contractor can demonstrate to the satisfaction of SEPTA that such information was actually known to Contractor prior to the Contract or was independently and properly obtained or developed by Contractor apart from any connection with SEPTA or its employees, directly or indirectly, without breach of any confidential relationship or was publicly available. Contractor, using employment contracts and other legally acceptable methods, shall ensure that during the term of the Contract and for three (3) years after the services, none of its employees or former employees accept any employment or assignment which uses any of the information developed in connection with this Project.

13. Data to Become Property of SEPTA

All data, notes and other works developed in the performance of the Contract shall become the sole property of SEPTA and may be used on any other Project without additional compensation to Contractor. Contractor agrees not to assert or authorize others to assert any rights nor establish any claim under the design patent or copyright laws. Contractor, for a period of three years after completion of the Project, agrees to furnish all retained works on the request of SEPTA's Project Representative. Unless otherwise provided in the Contract, Contractor shall have the right to retain copies of all works beyond such period.

14. Interest of Contractor/Consultant

Contractor agrees, for itself and its employees involved in this Project, that it has no interest and shall not acquire any interest, direct or indirect, including any business interest or other pecuniary or beneficial interest which would conflict in any way whatsoever with performance of services in connection with the Project. In addition, Contractor is hereby referred to the provisions of Paragraph 6 “Personnel to Be Used in Providing Services,” of the Contract.

15. Assignment of Rights, Delegation of Duties Restricted

Contractor shall not assign any rights arising under the Contract without the prior written consent of SEPTA. Contractor shall not delegate, without the prior written consent of SEPTA, any duties in performance of services under the Contract.

16. Subcontracting

a. Subcontracting Restricted

Beyond those subcontractors proposed by the Contractor and made part of the Contract, Contractor shall not subcontract any portion of the services which are the subject of the Contract without the prior written consent of SEPTA. Contractor agrees to be fully liable and responsible for the acts and omissions of subcontractors just as Contractor is for the acts and omissions of persons employed by Contractor.

b. Award of Subcontracts and Other Contracts for Portion of the Work

(1) Any new, additional, or substituted subcontractor proposed by Contractor after the award shall be subject to the prior written approval of SEPTA's Project Representative.

(2) Contractor shall not make any substitution of any subcontractor or for any person or organization that has been previously accepted by SEPTA as part of the Contract unless and until requested to do so by SEPTA and/or unless such substitution is expressly approved by SEPTA in writing. No increase in total contract price shall be allowed for any such substitution.

c. Subconsultant/Subcontractor Relations

The Contractor shall deal with each Subcontractor in accordance with the terms and conditions of a written Contract between the Contractor and such Subcontractor. Said written Contract shall not be inconsistent with any term or condition of the Contract, shall include all terms and conditions required by the Contract and shall in every respect protect SEPTA's interests in the Work and the conduct thereof.

In the absence of good and sufficient reasons, within twenty (20) business days of the receipt of payment from SEPTA by the Contractor, the Contractor shall pay each Subcontractor with whom it has contracted their earned share of the payment the Contractor received. In addition, Contractor shall pay its Subconsultant(s) any retainage Contractor/Consultant has withheld from its Subconsultant(s) within twenty

(20) business days after a Subconsultant’s work is satisfactorily completed.

With regard to any claim or dispute with respect to payment of a subconsultant or subcontractor, or supplier at any tier, Contractor expressly agrees to defend, indemnify and hold SEPTA harmless in the event any suit is brought on account of a dispute between any of the parties including but not limited to subconsultants, subcontractors, suppliers and materialmen and in particular, Contractor shall assume the defense affirmatively at its sole cost whenever such suit is brought in any jurisdiction.

The Contractor shall notify SEPTA of any current or prospective legal matters that may affect the Federal Government, including but not limited to fraud, waste, and abuse. When apprised, SEPTA shall promptly notify FTA Chief Counsel and FTA Counsel for Region 3. Contractor shall include an equivalent notification clause in its Third-Party Agreements and shall require each Third-Party Participant to include an equivalent notification clause in its sub-agreements, so that such third-party legal notice requirement will be binding on parties at every tier in all agreements deemed a “covered transaction” according to 2 C.F.R. §§180.220 and 1200.220.

17. Interpretation of Scope

SEPTA's Project Manager and/or Contact Administrator shall have the right to make, in writing, interpretations of the scope of services.

18. Changes

a. The services set forth in Attachments 1 through 11of the Contract may be reduced, modified, or expanded within or beyond the scope of the Contract by written modifications executed by SEPTA and Contractor.

Except as provided in paragraph "b" below, if SEPTA requires a reduction, expansion, or modification of the services, SEPTA shall issue to Contractor a written notification which specifies such reduction, expansion, or modification. Within fifteen (15) calendar days after receipt of the written notification, Contractor shall provide SEPTA's Contract Administrator with a detailed price and schedule proposal for the services to be performed or to be reduced. This proposal may be accepted or rejected by SEPTA or modified by negotiations between Contractor and SEPTA. A written Amendment to the Contract shall be executed by both parties.

b. Notwithstanding paragraph "a" above, SEPTA may at any time, by written order, make changes within the general scope of the Contract to the services to be performed by Contractor. If any such change causes an increase or decrease in the price of, or the time required for, the performance of any portion of the services under the Contract, SEPTA's Contract Administrator shall make equitable adjustment in any one or more of the following: price; completion schedule; or other affected terms; and shall modify the Contract in writing accordingly. Any claim by Contractor for adjustment under this paragraph must be asserted within thirty (30) calendar days from the date of receipt by Contractor of the notification of change; provided however that SEPTA's Contract Administrator, if the Contract Administrator decides that the facts justify such actions, may receive and act upon such claim at any time prior to final payment under the Contract. Failure to agree to any adjustment shall be a dispute within the meaning of Paragraph 31 Disputes. However, nothing in this paragraph shall excuse Contractor from proceeding with the Contract as changed.

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

19. Infringement of Patents, Trademarks and Copyrights

Contractor shall defend, indemnify and save harmless SEPTA, its Board Members, officers, agents, servants, workers, employees, subsidizers and indemnities from liability of any kind and will pay all costs and expenses, including consequential damages, for or on account of or existing from any infringement or violation or alleged violation of any patent, trademark and/or copyright or any right of any person, firm or corporation resulting from any act, omission or negligence on the part of Contractor in performance of the Contract.

20. Covenant Against Contingent Fees

Contractor hereby warrants that it has not employed or retained any company or person other than a bona fide employee working for Contractor solely to solicit or secure the Contract and that it has not paid or agreed to pay any person or company other than a bona fide employee working solely for Contractor, any fee, commission, percent or brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of the Contract. In the event of breach or violation of this warrant, SEPTA shall have the right to terminate the Contract without further liability to Contractor or to any third party.

21. Termination for Convenience of SEPTA

SEPTA shall have the right to terminate the Contract, in whole or in part, at any time by written notice to the Contractor. The Contractor shall be paid all reasonable costs as determined by SEPTA in accordance with 48 CFR Subpart 31.2, that specifies the special treatment of certain costs under Subpart 31.2, Section 31.205-42, “Termination Costs.”

Such costs will include contract work performed up to the date of termination; any actual costs associated with termination for convenience, as agreed to by SEPTA; and profit on Work performed up to the time of termination. However, the agreed amount may not exceed the Contract Sum. Furthermore, SEPTA will not pay any anticipatory profits and/or consequential damages claimed by the Contractor because of termination of the Contract.

The amount of profit paid shall be determined by the parties based on the amount of actual work completed. The Contractor shall submit promptly its termination claim to SEPTA and SEPTA shall determine the settlement amount to be paid the Contractor. If the Contractor has any property in its possession belonging to SEPTA, the Contractor shall account for same and dispose of it in the manner SEPTA directs.

22. Termination of Contract for Cause

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