Addendum-2-RFP-26-00159-ACAC-8-26-26.pdf

August 26, 2026

Hello:

Enclosed please find attached Addendum No. Two (2) for SEPTA RFP No. 26-00159-ACAC, Energy & Sustainability Support Services.

Addendum No. 2 must be acknowledged by signing the Addendum Acknowledgement Form and submitting it with your Technical Proposal.

The due date for the submission of Proposals has been changed from Wednesday, September 2, 2026 by 2:00PM to Wednesday, September 9, 2026 by 2:00PM.

This Addendum provides answers to the remaining questions received.

Any inquiries regarding this Addendum must be directed to Carolyn Cotton of the Procurement and Supply Chain Management Department at (215) 580-7599 or cCotton@SEPTA.org.

Thank you for your interest in SEPTA.

Sincerely, Carolyn Cotton

Carolyn Cotton Senior Contract Administrator Procurement & Supply Chain Management mailto:cCotton@SEPTA.org

Addendum No. 2, 26-00159-ACAC

Page 1 of 14 August 26, 2026

SEPTA’s RFP No. 26‐00159‐ACAC Energy & Sustainability Support Services

This addendum to the Contract Documents is hereby part of the same and is incorporated in full as part of the Project. Proposer shall acknowledge Addendum No. 2 by completing the lines below, and returning this Addendum Acknowledgement Form with your Technical Proposal.

FIRM NAME (typed or printed) ______________________________

AUTHORIZED SIGNATURE _______________________________

TITLE _________________________________

NAME (typed or printed) ___________________________________

DATE_____________________

This Addendum includes:

A. General

• The due date for the submission of Proposals has been changed from Wednesday, September

2, 2026 by 2:00PM to Wednesday, September 9, 2026 by 2:00PM.

• This Addendum provides answers to the remaining questions received.

B. Questions and Answers (79)

Q1: Beyond the published evaluation criteria, are there any particular capabilities or differentiators that SEPTA considers especially valuable?

A1: No Additional criteria to add. All requirements, functionality, and criteria included in the RFP are of value.

Q2: Has SEPTA established an expected implementation timeline following the contract award?

A2: No timeline expectations to communicate outside of information provided in the RFP.

Q3: What will define a successful implementation after the first year?

A3: Adherence to and execution of the responsibilities/requirements contained in the RFP.

Including but not limited to successful onboarding, historical data loads, required charts/reports/analytics, accuracy and functional as expected, bill and usage data loading as expected, platform functionality and data quality are at the highest levels, teams are able to gain the expected value from the platform without issues and downtime.

Page 2 of 14 August 26, 2026

Q4: The ITP letter dated July 24, 2026, specifies to send one copy of both Technical and Price Proposals, whereas RFP Part 1 mandates one original, one copy and a USB drive for each. Could SEPTA clarify the exact submission quantities and digital requirements?

A4: Please send one copy of the Technical Proposal and one copy of the Price Proposal.

Q5: Can SEPTA provide the anticipated date for the release of formal addenda addressing vendor inquiries?

A5: Addendum No. 1 was issued on August 18, 2026 and contained responses to some of the questions received; this Addendum No. 2 has responses to the remaining questions received.

Q6: What platform is currently in use? (i.e. existent incumbent) A6: Veolia’s EMSYS platform.

Q7: Are there any known pain points with the current solution that you most want the new platform to solve?

A7: No additional criteria to add. All requirements, functionality, and criteria included in the RFP should be considered.

Q8: What historical data exists from 2006 onward?

A8: Historical data is integrated into the current tool and will be made available within the data package in electronic format.

Q9: Is the data for the full 20 years historical data machine readable, and in what formats?

A9: See the response to Question No. 8.

Q10: Are there any known data quality challenges with the current environment that bidders should consider?

A10: See the response to Question No. 7.

Q11: Is the down-selected vendor expected to extract these files from the incumbent vendor? If so, what is the transition period?

A11: Data will be made available, potentially via multiple formats. See Section 1.8.1

Q12: In attachment 2 “Scope of Services” section 1.8.1 “Historical Data Aggregation” is required the migration of historical data ‘from January 1, 2006 onwards’ (-20 years), while in “Attachment 3 Prices” Implementation Year 1 – asks for a 10-year migration, and further down we also have the optional for 5-year and 20-year options. Could you please confirm that the expectation from SEPTA is that bidders provide a commercial proposals for all 5-10-20 year migration of data?

A12: Ideally, the chosen platform will be capable of ingesting and managing the full 20 years of data. Given that some SaaS models are priced based on volume of data, SEPTA has provided 5-, 10-, and 20-year tiers for pricing transparency and competitiveness across platforms.

Q13: What data retention policy does SEPTA expect going forward?

A13: SEPTA intends that all migrated data will be available for the duration of the contract, and accessible via the proposed platform solution.

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Q14: What does SEPTA intend to do with the historical data? Access to PDF invoices? Reports and dashboards from historical data?

A14: Historical data will be used for all purposes referenced in the RFP, including but not limited to usage and billing trends, detailed analysis, reporting, charting and aiding operational process and decisions.

Q15: Please confirm the approximate number of active accounts (-10,000 stated in the RFP) and if possible provide a breakdown by commodity type and by billing frequency, plus the approximate annual invoice volume, to allow accurate pricing of data services.

A15: Account numbers include both active and inactive accounts. Annual invoice volume estimates are based on 2025 data.

Energy Type Billing Frequency Accounts Annual Invoice Volume Antifreeze Monthly 1,743 1,387 DEF (Diesel Additive) Monthly 1,423 13,361 Diesel Monthly 2,879 19,180 Electric Monthly 1,873 14,807 Fuel Oil (No. 2) Irregular 84 162 Gasoline Monthly 989 5,358 Groundwater Monthly 12 144 Hydrogen Irregular 10 12 Vehicle Miles Travelled Monthly 4,145 26,153 Natural Gas Monthly 281 2,165 Non-Fuel Oil Monthly 1,592 257 Propane Irregular 7 9

Sewer

Irregular 1

Monthly 8 Bi-Monthly 1 Quarterly 15 Yearly 32

Rooftop Solar Monthly 3 36 Virtual Solar Monthly 2 24 Steam Monthly 4 36

Stormwater

Monthly 144

1,515 Bi-Monthly 1 Quarterly 12 Yearly 28

Waste (by volume) Irregular 53 225 Waste (by weight) Irregular 147 1,602

Water

Irregular 1

4,036 Monthly 390 Quarterly 6 Yearly 1

Grand Total 15,887 90,630

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Q16: Does SEPTA expect the selected vendor to perform ongoing utility bill acquisition and validation throughout the contract, or only provide the platform and supporting tools?

A16: SEPTA expects selected vendor to continue performing ongoing utility bill acquisition and validation.

Q17: Are utility invoices currently received centrally by SEPTA, or is the expectation that the vendor retrieves invoices directly from utility portals?

A17: The majority of the invoices will be pulled directly from utility portals by the selected vendor. SEPTA will provide the remaining invoices to the selected vendor via email or other established process.

Q18: The RFP states that the platform must connect to SEPTA’s Oracle financial system for bill payments. Could you describe how that connection is expected to work – which systems sends data to the other (or both), how the data is transferred, how often, and whether there’s an existing setup or documentation from the current systems we can follow?

A18: Requirements for interface to a financial system will be defined at a later time.

Q19: What SLA does SEPTA expect for platform uptime/availability, and are there penalty provisions ties to the SLAs?

A19: Please provide requested SLA related info with your Technical Proposal. Generally, Industry standard SLA’s for platform and services of similar scale and scope would be the minimum expectation.

Q20: Are there any PCI-DSS payment integration requirements?

A20: Out of scope and not applicable to this RFP.

Q21: Are there any PA state data security requirements?

A21: Please reference PA State resources for any details related to state regulations.

Q22: Are there any FedRAMP and/or StateRAMP or equivalent cloud security authorization requirements?

A22: SEPTA does not require compliance to frameworks like FedRAMP and StateRAMP.

Q23: Besides Energy Star Portfolio Manager and VMIS, are there any enterprise systems that will require integration?

A23: Not at this time.

Q24: The RFP states that the vendor is responsible for identifying and resolving missing utility data and invoice issues. Please clarify SEPTA's expectations when utility providers have not yet published invoices or interval data, or delays occur outside of the vendor's control. What actions constitute acceptable vendor performance in these situations?

A24: SEPTA expects vendor will notify SEPTA of the initial situation and provide updates.

Q25: Please confirm that SEPTA will be able to provide logins for all utility providers.

A25: SEPTA will provide logins for all utility providers.

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Q26: Does SEPTA expect the vendor to communicate directly with utility providers and suppliers (including phone, email, or portal interactions) to resolve billing and data issues, or will SEPTA facilitate utility communications when account ownership or authorization is required?

A26: SEPTA prefers to communicate directly with the various utility providers to resolve billing and data issues.

Q27: Will SEPTA provide the vendor with the necessary authorizations, utility portal credentials, and letters of authorization required to obtain billing and interval data directly from utilities and suppliers?

A27: Yes

Q28a: How many Utility Smart Meter Interval data meters are there?

A28a: 117.

Q28b: How many require manual submission?

A28b: Limited manual processing needed.

Q28c: How many are available through API/online access?

A28c: 107 available via API/online access; 10 available via Excel spreadsheet.

Q29a: How many Sub Meter Interval data meters are there?

A29a: SEPTA does not have sub meters at this time.

Q29b: How can the submeter data be made available to the SaaS platform?

A29b: N/A Q29c: Data Logger?

A29c: N/A Q29d: API Data Lake?

A29d: N/A Q29e: Recurring Flat File via SFTP?

A29e: N/A

Q30a: How many Generation Meters/Inverters need to be supported for rooftop solar/virtual solar farms?

A30a: N/A, solar data is provided via PDF invoices/email. Interval data is available on a monthly basis via spreadsheet for onsite solar.

Q30b: How will this data be made available to ingest into the platform?

A30b: See response to Question No. 30a A30a.

Q30c: Data Logger?

A30c: N/A Q30d: API Data Lake?

A30d: N/A Q30e: Recurring Flat File via SFTP?

A30e: N/A

Q31: SEPTA states that any new submeter must be added within 10 business days. Is the assumption that these new meters would have already been handled within the submeter platform before?

A31: While there is some variance in process based on utility vendor, meters would be operational with the utility vendor before being added to the platform.

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Q32: Does SEPTA’s VMIS system have an Open API to integrate fleet fuel data?

A32: Current manual file load process and workflow should be expected.

Q33: For each utility vendor in 1.5, can SEPTA provide a number of accounts with each? (i.e., PECO Natural Gas – 1000)?

A33: See table in A15. Utility vendor names are subject to change.

Q34: How is the Construction & Waste Data Collected and usage/weight collected? Is this being managed and uploaded by SEPTA or Waste Consultant?

A34: SEPTA sends invoices and internal tracking spreadsheets with waste generation totals and costs to current vendor for upload. Anticipate following a similar process in new platform.

Q35: Is Waste Management providing weights with their billing data, or does SEPTA have a Waste Consultant providing usage estimates converting yards to tons? Who will have responsibility for uploading this estimated data into the platform?

A35: See the response to Question No. 34.

Q36: How does historical interval data currently exist in SEPTA Archive?

A36: All data will come from existing vendor platform.

Q37: For how many years can SEPTA provide historical files that have already been collected?

And can you provide an example of what the invoice or file will be provided?

A37: All data will come from existing vendor platform, going back to 2006 for some energy types.

Q38: How many times a year are Supply Contracts renewed or new contracts entered with 3rd party retail suppliers? How many Supply Contract updates should the Vendor anticipate updating each month or year?

A38: Currently supply contracts are for 3-year terms and are typically staggered over different years.

Q39: The RFP requires supplier transitions and fee structure changes to be reflected within ten (10) business days. How will SEPTA provide this transition information to the vendor?

A39: Typically via Excel spreadsheet.

Q40: Please clarify the scope of invoice validation. Is SEPTA seeking validation of billing determinants and rates with exception reporting, or does the vendor serve as the formal approval step prior to Accounts Payable processing invoices?

A40: Vendor will flag outlying billing and consumption, but SEPTA will be responsible for all approvals that go to Accounts Payable.

Q41: What data may be required for the Vendor to send to Oracle for ease of billing payments?

A41: Requirements for interface to a financial system will be defined at a later time.

Q42: Does SEPTA's have expectations regarding recovery of historical billing errors or utility refunds identified by the vendor?

A42: Vendor will not be responsible for billing errors or refunds prior to contract start date.

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Q43: How many energy star portfolio IDs does SEPTA have?

A43: 14

Q44: For the VMIS integration, will SEPTA provide documented APIs or scheduled export files?

If APIs are not available, what export formats are currently supported?

A44: Current manual file load process and workflow should be expected.

Q45: How many fleet vehicles and fueling assets are expected to be included in the EEMS implementation?

A45: SEPTA has historical records for a total of 12,772 fleet vehicles/fueling assets, of which 6,997 are currently active, all of which are incorporated in the current platform and should be reflected in the EEMS solution.

Q46: Can SEPTA clarify what type of classification will be provided for internal and external benchmarking requirements?

A46: SEPTA establishes benchmarks to measure progress towards internal goals and targets around energy, water, and waste consumption. SEPTA also submits consumption data to the City of Philadelphia annually in accordance with external benchmarking requirements.

Q47: Where does the renewable solar data live today? Can SEPTA clarify what it means by sending electronically (API, Data file)?

A47: Solar energy data is processed similarly to other electricity accounts via monthly invoicing (sent via email). The data lives within the current EEMS platform.

Q48: How many hydrogen suppliers are there? and battery-electric bus charging stations should the Vendor expect data from?

A48: There is currently one hydrogen supplier for fuel cell buses. Electricity data used by battery electric bus charging stations is received similar to other electricity accounts.

Q49: How many scheduled reports and dashboard users are anticipated during the initial implementation?

A49: We expect approximately 5 dashboard users during initial implementation. The majority of SEPTA’s reporting is developed on an ad-hoc basis vs. fixed schedule.

Q50: Is there a preferred format of report that SEPTA is looking for (csv, pdf)?

A50: Refer to section “2.1.1 r” of the Scope of Services.

Q51: Is there a target implementation completion date or required go-live date that vendors should incorporate into their project schedules?

A51: No timeline expectations to communicate outside of information provided in the RFP.

Q52: Besides Oracle, VMIS, Power BI, Tableau, and Energy Star Portfolio Manager, are there any additional enterprise applications or data sources that vendors should assume will require integration during the base contract term?

A52: Nothing in addition to what is called out in the RFP.

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Q53: Beyond the response times identified in the RFP (e.g., utility updates within three business days and supplier transitions within ten business days), are there any required service level agreements (SLAs) for technical support, issue resolution, or system availability?

A53: Please provide requested SLA related info. Generally, Industry standard SLA’s for platform and services of similar scale and scope would be the minimum expectation.

Q54: Will SEPTA require submission of SOC 2 reports, penetration test reports, or other third-party security assessments as part of the proposal or prior to contract award?

A54: SOC 2 or equivalent. Other assessments of security posture could be conducted.

Q55: Will vendor demonstrations or interviews be required for all firms determined to be within the competitive range, and if so, will SEPTA provide a standardized demonstration script or use-case scenarios?

A55: Yes, Septa will require demonstration of specific use cases (to be provided).

Q56: (Ref: Scope 1.1, 1.5, 2.2.8): For hydrogen fueling and battery-electric bus charging data, please confirm: Can hydrogen supplier (e.g., Plug Power) data be provided to the EEMS as a scheduled file export (SFTP/FTP) or a periodic emailed report/invoice?

A56: Currently Plug Power provides data through a periodic emailed report/invoice for the pilot phase.

Q57: Same question for battery-electric bus charging station data, can it be delivered via scheduled file export (SFTP/FTP) or emailed attachment?

A57: SEPTA currently does not have any battery electric buses in operation. See Response to Question No. 48.

Q58: (Ref: Scope 1.4(g), 2.1): Can VMIS (Vehicle Maintenance Information System) fuel data be delivered to the EEMS as a scheduled file push via SFTP or emailed attachment?

A58: Current manual file load process and workflow should be expected.

Q59: (Ref: Scope 1.5): Please provide a breakdown of the approximately 10,000 active accounts by energy/commodity type (electricity, natural gas, steam, propane, fuel oil, gasoline/diesel, water, stormwater, waste, recycling, hydrogen, etc.), including how many of those accounts involve multi-commodity billing (e.g., water, sewer, and stormwater charges on a single bill) or summary billing (multiple sub-accounts or premises on a single bill).

A59: See response to Q15 for account breakdown. There are approximately 130 accounts involving multi-commodity billing, and approximately 690 accounts spread across 6 summary bills.

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Q60a: (Ref: Scope 1.5, 1.7(j), 2.2.1): Please clarify the scope of split and virtual billing scenarios: Beyond the named traction vs. non-traction split, how many total accounts require a percentage-based cost-center allocation split, and how many resulting child/allocated accounts does each split produce?

A60a: The natural gas consumed by SEPTA’s combined heat and power plant is split across 2 accounts based on end use. The natural gas consumed at SEPTA’s headquarters is split between primary boiler and backup generator.

Q60b: Are the rooftop solar (RWE) and virtual solar farm/offset (Lightsource BP) accounts included within the approximately 10,000 active accounts referenced in Scope 1.5, or are they separate? If separate, how many solar accounts/points exist?

A60b: Solar accounts are included in approximated total.

Q61: (Ref: Scope 1.2(b), functional requirement (l)): The RFP states the EEMS must have "measurement and verification (M&V) functionality that can directly compare actual energy usage and cost performance vs. pre-established targets" and separately lists "measurement and verification of project savings" as a required feature, but doesn't specify an M&V methodology. Please confirm: does SEPTA require M&V at the whole-facility/whole-account level (comparing an established baseline against actual usage, normalized for routine adjustments such as weather) for tracking savings against sustainability targets, or retrofit-isolation M&V for individual completed projects (metering specific equipment/systems pre-and post-installation to isolate that project's savings)?

A61: SEPTA would like to understand each platform’s M&V methodology/capabilities; please describe within your Technical Proposal.

Q62: (Ref: Scope 1.4(g), 2.1, 4.1.3, 4.2.3): Can SEPTA provide a sample export file of the format Oracle currently expects for billing-payment data, along with the required file format and field layout?

A62: Requirements for interface to a financial system will be defined at a later time.

Q63: (Ref: Scope 1.4(n)): The RFP lists "energy pricing" among the factors the EEMS must be able to pull in because they vary during the year. Please clarify: what is SEPTA's intended use for energy pricing data and where would that pricing data come from; a market/index price feed, published utility tariff schedules, an existing supply contract, or manual entry by SEPTA staff?

A63: Energy pricing is used as an indicator for interpreting and projecting energy costs.

Source data would be a market/index price feed or other publicly available information that could be integrated into the platform as a dashboard/widget.

Q64: (Ref: Scope 2.1.1(n), 2.2.11): How and how often does SEPTA plan to deliver vehicle-mile and passenger-mile data to the EEMS (e.g., file upload, email, manual entry), and on what cadence?

A64: SEPTA currently provides vehicle miles travelled on a monthly basis via Excel file for upload. Passenger-mile data is not currently captured in existing platform but would be available annually.

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Q65: Scope 2.1.1(n) states that GHG/carbon accounting per vehicle mile should be "reflected concurrently with energy invoice activity," while 2.2.11 states that vehicle miles and passenger miles for the scorecard are "provided by SEPTA on a quarterly basis" — please confirm which cadence governs, or whether both apply to different use cases.

Separately, is SEPTA looking for the EEMS to calculate GHG emissions from vehicle mileage itself (e.g., fleet/mobile-combustion emissions based on fuel efficiency assumptions), or only to report and normalize total mileage as a denominator (e.g., MT CO2e per vehicle mile).

A65: Vehicle fueling and mileage data are currently uploaded monthly and CO2e is calculated automatically in platform. For benchmarking and target-setting purposes, passenger mile data may be uploaded on an annual basis. Vehicle GHG emissions are currently estimated based on amounts of fuel consumed. SEPTA is interested in alternative methodologies for improved precision as well as normalized data using passenger miles travelled.

Q66: (Ref: Scope 1.2, 2.1.1(o)): The RFP references "goal setting to reduce consumption against SEPTA sustainability targets" and "goals set within the Sustainability Playbook," but doesn't state what those targets are. Can SEPTA share the specific sustainability/reduction targets the EEMS needs to track against — including the metric(s) being targeted (e.g., % reduction in energy use, GHG emissions, water use, stormwater fees), the baseline year, the target date(s), and whether targets are set Authority-wide, by facility, or by mode — or is defining those targets within the system part of what SEPTA expects the selected vendor to help configure?

A66: Please refer to SEPTA’s Sustainability Playbook, available here:

https://wwww.septa.org/wp-content/uploads/2024/04/septa-sustainability-playbook- 2024_final.pdf . SEPTA may work with vendor to determine how to calculate and reflect metrics within platform as needed.

Q67: For 2.1.1.c and 2.1.1.d (pgs. 39-40 of the RFP), SEPTA identifies requirements for “Internal benchmarking for comparison of similar SEPTA facilities” and “External benchmarking for industry comparison,” noting that these “*Will require classifications provided by SEPTA.” Can you clarify what you mean by these requirements?

A67: Refer to response to Q46 above.

Q68: In Section 1.2 of the RFP, SEPTA references their Sustainability Playbook. Can SEPTA share examples of their goals or share the sustainability playbook?

A68: Refer to response to Q66 above.

Q69: Can SEPTA explain how it would like the EEMS to run sequentially with Oracle?

A69: Requirements for interface to a financial system will be defined at a later time.

Q70: Can SEPTA provide examples of third-party reporting requirements they want the system to be compatible with?

A70: For example, the City of Philadelphia’s Building Energy Benchmarking program requires https://wwww.septa.org/wp-content/uploads/2024/04/septa-sustainability-playbook-2024_final.pdf https://wwww.septa.org/wp-content/uploads/2024/04/septa-sustainability-playbook-2024_final.pdf

Page 11 of 14 August 26, 2026

SEPTA to report energy consumption annually through Energy Star. See https://www.phila.gov/programs/building-energy-programs/building-energy-benchmarking-program

Q71: Limitation of Liability – Add the following language:

Notwithstanding anything to the contrary in this Contract, including Section 23 ("Indemnification"), the aggregate liability of either Party arising out of or related to this Contract, whether in contract, tort, or otherwise, shall not exceed the total Fees paid by SEPTA under this Contract in the twelve (12) months immediately preceding the event giving rise to the liability.

Neither Party shall have any liability for lost profits, revenue, or goodwill, or for any indirect, special, incidental, consequential, or punitive damages, whether in contract or tort, even if advised of the possibility of such damages. This limitation shall not apply to SEPTA's obligation to pay Fees due under Section 8 or Section 9.

A71: Denied.

Q72: Indemnification – In addition to all other obligations of Indemnification specified herein, Contractor/Consultant agrees to release and be liable for and to defend, indemnify and save harmless SEPTA, its Board members, officers, agents, servants, workers, employees, subsidizers and indemnities by the Pennsylvania Department of Transportation, the City of Philadelphia and any and all government funding agencies providing funds or services in connection with this Project (hereinafter collectively referred to as “SEPTA”), from and against any and all loss, cost, damage, liability and expense, including reasonable counsel fees, arising out of any claim, suit or action at law, in equity, or otherwise, to the extent caused by the negligence, willful misconduct, or breach of this Contract by Contractor, its employees, agents, subcontractors, or subconsultants, arising out of the performance of the work from and against any and all loss, cost, damage, liability and expense, including consequential damages, counsel fees, whether or not arising out of any claim, suit or action at law, in equity, or otherwise, of any kind or nature whatsoever, including negligence, arising out of the performance of the work by reason of any accident, loss or damage of property, including the work site, property of SEPTA and Contractor/Consultant, or injury, including death, to any person or persons, including employees of SEPTA, Contractor/Consultant, which may be sustained either during the term of the Contract, or upon or after completion of the Project, whether brought directly by these persons or by anyone claiming under or through them including heirs, dependents and estates. Where a loss, claim, or liability described in this Section 23 arises from the joint or concurrent negligence of both Contractor/Consultant and SEPTA, Contractor/Consultant's indemnification obligation shall be limited to the proportion of fault attributable to Contractor/Consultant, its employees, agents, subcontractors, or subconsultants, as determined by a court of competent jurisdiction, settlement, or mutual written agreement of the Parties.

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

Contractor/Consultant, for itself and its employees, Board members, officers, agents, servants, https://www.phila.gov/programs/building-energy-programs/building-energy-benchmarking-program https://www.phila.gov/programs/building-energy-programs/building-energy-benchmarking-program

Page 12 of 14 August 26, 2026 workers, contractors/consultants, subconsultants/subcontractors, licensees and invitees , or any other person working on Contractor/Consultant’s behalf, hereby releases and agrees to be liable for and to defend, indemnify and save harmless SEPTA, to the extent such claims arise from the negligence, willful misconduct, or breach of this Contract by Contractor/Consultant, for any claims made by an employee, hereby releases and agrees to be liable for and to defend, indemnify and save harmless SEPTA, even if SEPTA is negligent in whole or in part, for any claims made by an employee, Board member, officer, agent, workman or servant of the Contractor/Consultant’s or any other person working on Contractor/Consultant’s behalf, including claims for compensation or benefits payable to any extent by or for Contractor/Consultant under any workers’ or similar compensation acts or other employee benefit acts, and Contractor/Consultant expressly waives its statutory protection under §303, as amended, of The Pennsylvania Workers’ Compensation Act, 77 P.S. §481 (b).

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

a. Limitation of Liability

(1) Cap on Damages. Notwithstanding anything to the contrary in this Contract, including Section 23 ("Indemnification"), the aggregate liability of either Party arising out of or related to this Contract, whether in contract, tort, or otherwise, shall not exceed the total Fees paid by SEPTA under this Contract in the twelve

(12) months immediately preceding the event giving rise to the liability. Neither Party shall have any liability for lost profits, revenue, or goodwill, or for any indirect, special, incidental, consequential, or punitive damages, whether in contract or tort, even if advised of the possibility of such damages. This limitation shall not apply to SEPTA's obligation to pay Fees due under Section 8 or Section 9.

(2) Exclusion of Consequential Damages. Notwithstanding anything to the contrary in this Contract, in no event will either Party have any liability arising out of or related to this Contract for any lost profits, revenues, or goodwill, or any indirect, special, incidental, consequential, or punitive damages, or any business interruption or loss of data, whether an action is in contract or tort and regardless of the theory of liability, even if a Party has been advised of the possibility of such damages. The foregoing exclusion will not apply to the extent prohibited by applicable law.

A72: Denied.

Q73: Consequential Damages – Add the following language:

Notwithstanding anything to the contrary in this Contract, in no event will either Party have any liability arising out of or related to this Contract for any lost profits, revenues, or goodwill, or any indirect, special, incidental, consequential, or punitive damages, or any business interruption or loss of data, whether an action is in contract or tort and regardless of the theory of liability, even if a Party has been advised of the possibility of such damages. The foregoing exclusion will not apply to the extent prohibited by applicable law.

A73: Denied.

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Q74: Data to Become Property of SEPTA – Add the following language:

Notwithstanding anything to the contrary in Sections 12 and 13, Contractor may use data collected or generated in connection with the performance of this Contract in aggregated and de-identified form ("Aggregated Data") for any lawful business purpose, including without limitation: (i) training, developing, and improving Contractor's proprietary software, artificial intelligence, and analytics systems; (ii) enhancing and expanding the services provided under this Contract and to Contractor's other customers generally; and (iii) creating, publishing, licensing, or selling derivative data products, benchmarks, indices, or insights; provided that such Aggregated Data cannot reasonably be used to identify SEPTA or any individual.

Contractor shall not use data in a form that could reasonably be attributed to SEPTA for the benefit of any third party without SEPTA's prior written consent, except as required by law. Nothing in this provision shall limit Contractor's right to develop, train, improve, or commercialize its products and systems using Aggregated Data, provided the de-identification standard set forth above is maintained.

A74: Denied.

Q75: Method of Payment – Add the following language:

Notwithstanding Section 9, Contractor/Consultant shall invoice SEPTA for the subscription license fee in accordance with the billing frequency and terms set forth in the applicable Order, rather than monthly in arrears for hours worked, and the hours-worked, hourly-rate, and related invoice detail requirements in Section 9(a) shall not apply to the subscription license fee. Section 9(a)'s invoice detail requirements shall continue to apply to any Professional Services separately billed under this Contract on a time-and-materials basis.

A75: Denied.

Q76: Termination for Convenience – Add the following language:

Notwithstanding anything to the contrary in this Section 21, because the Subscription Services provided under this Contract are licensed on a prepaid, term-based subscription basis rather than delivered as discrete work product, Contractor shall be entitled to retain all Fees paid or invoiced for the then-current Subscription Term in the event SEPTA terminates this Contract for convenience under this Section 21. No refund, credit, or reimbursement shall be due to SEPTA for any unused portion of a Subscription Term already commenced. This subsection shall not affect SEPTA's right to terminate for convenience, nor Contractor's obligation to continue providing the Subscription Services through the effective date of termination.

A76: Denied.

Q77: Infringement of Patents, Trademarks and Copyrights:

Contractor will defend SEPTA against any claim, demand, suit, or proceeding made or brought against SEPTA by a third party alleging that use of the services or deliverables provided under this Contract, as permitted hereunder, infringes or misappropriates the intellectual property rights of such third party, and shall indemnify and hold harmless SEPTA from and against any damages finally awarded against, and reasonable attorney's fees incurred by, SEPTA in connection with any such claim.

Contractor shall have no obligation under this Section 19 for any claim to the extent arising out of or based upon: (i) SEPTA's use of the services or deliverables not in compliance with this Contract; (ii) SEPTA's combination of the services or deliverables with software, Page 14 of 14 August 26, 2026 hardware, systems, data, or other materials not supplied or authorized by Contractor; or (iii) Contractor/Consultant's adherence to SEPTA's written specifications or instructions. In the event such a claim is brought or reasonably anticipated, Contractor will, at its sole option and expense: (x) procure the right for SEPTA to continue using the affected services or deliverables, (y) modify the services or deliverables in a manner that does not materially degrade functionality, or (z) terminate the affected services and refund the unearned portion of any prepaid Fees. The foregoing states Contractor’s sole obligation and SEPTA's exclusive remedy for any infringement or misappropriation claim.

Contractor/Consultant 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/Consultant in performance of the Contract.

A77: Denied.

Q78: Insurance – Workers’ Compensation Insurance:

Workers' Compensation and Employer's Liability Insurance. ENC shall maintain statutory workers' compensation insurance as required by applicable laws. ENC shall also maintain employer's liability insurance. The limit for each policy shall not be less than $500,000 per occurrence.

Workers Compensation of not less than $ 1,000,000 and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. Must include a Waiver of Subrogation where permitted by state law, naming the Southeastern Pennsylvania Transportation Authority (SEPTA).

A78: Accepted.

Q79: Warranties – Add Language:

The warranties set forth in this Section 38 that reference 'Material and/or Equipment,' including but not limited to Sections 38(a) (Title), 38(b) (General), 38(d) (Material and Workmanship), and 38(e) (Additional Warranties), apply solely to tangible goods or equipment, if any, delivered by Contractor/Consultant under this Contract, and shall not apply to the Subscription Services, software, or any other intangible deliverables provided hereunder.

A79: Denied.