Addendum-3-RFP-26-00155-ACAC-7-22-26.pdf

July 22, 2026

Hello:

Enclosed please find attached Addendum No. Three (3) for SEPTA RFP No. 26-00155-ACAC, Compensation Consulting Services.

Addendum No. 3 must be acknowledged by signing the Addendum Acknowledgement Form and submitting it with your Technical Proposal.

The due date for the submission of Proposals remains unchanged as Tuesday, July 28, 2026, by

2:00PM.

This Addendum also provides the remaining responses to the 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. 3, 26-00155-ACAC

Page 1 of 28 July 22, 2026

SEPTA’s RFP No. 26‐00155‐ACAC Compensation Consulting 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. 3 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 remains unchanged as Tuesday, July 28, 2026, by

2:00PM.

This Addendum also provides the remaining responses to the questions received.

B. Questions and Answers (64)

Q1: Section 4. Time of Performance:

a. Contractor/Consultant will use reasonable endeavors to meet any agreed timetable. shall perform all the services required under the Contract within a total of 730 calendar days from the effective date stated in SEPTA's written Notice to Proceed.

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

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

A1: Denied.

Q2: Section 6. Personnel to be Used in Providing Services:

b. Only Certain Employees to Perform Services Contractor/Consultant shall provide SEPTA with a list of all Proposer’s (and/or subcontractor’s) managers and field representatives who will perform services under the

Page 2 of 28 July 22, 2026

Contract.

Contractor/Consultant 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/Consultant prior to the completion of their assignment under the Contract without the prior written approval of SEPTA (which consent shall not be unreasonably withheld or delayed), except in the case of long-term illness, career level change, resignation from or termination of employment or any other reason beyond the Contractor/Consultant 's reasonable control.

Contractor/Consultant agrees that it will perform all the services required under the Contract using employees of Contractor/Consultant or its authorized subcontractors/subconsultants. Contractor/Consultant 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/Consultant’s personnel providing services under the Contract shall be technically qualified to perform the services required hereunder and, shall possess the appropriate education, training and experience to perform the tasks assigned to them unless otherwise provided herin as required by the nature of the services, will be fully licensed in the Commonwealth of Pennsylvania, and authorized in conformity with all applicable state licensing requirements and all governmental statutes, ordinances, and other applicable provisions dealing with the services provided by such personnel.

A2: Section B changes are accepted. Section C changes are denied.

Q3: Section 8 – Total Contract Price – Add Language:

Contractor/Consultant may also charge a technical and administrative fee of 7% of the consulting fees.

Any fees or rates quoted or estimated shall be exclusive of income tax or of any sales, ad valorem, value added tax or any similar tax unless such tax is required to be included pursuant to a statutory requirement. If required, Consultant will add the relevant tax to the invoice, separately stated, and remit such tax to the appropriate authority.

A3: Denied.

Q4: Section 10 – Audit and Inspection of Books and Records:

Contractor/Consultant 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/Consultant’s 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/Consultant’s performance under the Contract. Upon no less than thirty (30) business days prior written notice to

Page 3 of 28 July 22, 2026

Contractor/Consultant, Contractor/Consultant shall permit the audit and examination of the aforementioned material, including the making of excerpts and transcriptions, by appropriate officers or representatives of SEPTA (who does not offer services or products that compete with Consultant’s own) 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. SEPTA agree to treat any findings or other information disclosed as a result of the review as Contractor/Consultant’s Confidential Information. SEPTA agree to compensate Contractor/Consultant for time expended by Contractor/Consultant’s staff to facilitate the review and to reimburse Contractor/Consultant for any expenses incurred in connection with the review. Any such review shall be conducted not more frequently than once per calendar year and shall be scheduled upon prior written request of SEPTA on a date and time to be mutually agreed upon by the parties and in a manner that does not disrupt Contractor/Consultant’s business operations. Notwithstanding anything to the contrary in this Section, SEPTA acknowledges that the reviewer will not be given access to any logs, records and other materials that contain information related to other clients of Contractor/Consultant. SEPTA also acknowledges that Contractor/Consultant may require that certain of the logs, policies, records, or other materials be reviewed on-site due to their confidential nature and that the reviewer will not be permitted to copy them.

A4: Denied.

Q5: Section 13. Data to Become Property of Contractor/Consultant SEPTA

All data, notes and other works developed in the performance of the Contract (Work Product) shall become the sole property of Contractor/Consultant. SEPTA and may be used on any other Project without additional compensation to Contractor/Consultant. SEPTA shall retain ownership of all original data and materials provided to Contractor/Consultant by SEPTA or its representatives, and the intellectual property rights in that data and materials. SEPTA will have the right to use, reproduce and adapt the copies of the Work Product for internal purposes within SEPTA’s organization.

Contractor/Consultant shall retain the intellectual property rights in the Work Product, and the skills, know-how, and methodologies used or acquired by Contractor/Consultant during the course of providing any of the Services. Contractor/Consultant agrees not to assert or authorize others to assert any rights nor establish any claim under the design patent or copyright laws. Contractor/Consultant, for a period of three years after completion of the Project, agrees to furnish all retained works at the request of SEPTA’s Project Representative. Unless otherwise provided in the Contract, Contractor/Consultant shall have the right to retain copies of all works beyond such period.

A5: Denied but SEPTA agrees to add the following at the end of this section: “Notwithstanding anything to the contrary in the Agreement, Contractor/Consultant shall retain all patent, copyright, and other intellectual property rights in the methodologies, methods of analysis, ideas, concepts, know-how models, tools, techniques, skills, knowledge and experience owned or possessed by Contractor/Consultant before the commencement of, or acquired by Contractor/Consultant during or after the performance of the services specified in this agreement.”

Q6: Section 15. Assignment of Rights, Delegation of Duties Restricted

Contractor/Consultant shall not assign any rights arising under the Contract without the prior written consent of SEPTA (which consent shall not be unreasonably withheld or delayed).

Contractor/Consultant shall not delegate, without the prior written consent of SEPTA, any duties in performance of services under the Contract which consent shall not be unreasonably withheld or delayed).

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A6: Accepted.

Q7: Section 16. Subcontracting c. Subcontracting/Subcontractor Relations

With regard to any claim or dispute with respect to payment of a subconsultant or subcontractor, or supplier at any tier, Contractor/Consultant 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/Consultant shall assume the defense affirmatively at its sole cost whenever such suit is brought in any jurisdiction.

A7: Denied.

Q8: Section 19. Infringement of Patents, Trademarks and Copyrights

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.

A8: Denied.

Q9: Section 21. Termination for Convenience of SEPTA

Either party SEPTA shall have the right to terminate the Contract, in whole or in part, at any time by on a 30 days’ written notice to the other party. Contractor/Consultant The Contractor/Consultant 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.”

A9: Denied but SEPTA agrees to add the following sentence at the end of the section: “In the event of a disagreement about the permitted costs, Contractor/Consultant may dispute the determination by SEPTA in accordance with Sections 28 and 31.”

Q10: Section 23. Indemnification – Remove Section:

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, he Pennsylvania Department of Transportation, the City of Philadelphia and any and all government funding agencies providing funds or services in connection with this Project (hereinafter collectively referred to as “SEPTA”), from and against any and all loss, cost, damage, liability and expense, including consequential damages, counsel fees, whether or not arising out of any claim, suit or action at law, in equity, or otherwise, of any kind or nature whatsoever, including negligence, arising out of the performance of the work by reason of any accident, loss or damage of property, including the work site, property of SEPTA and Contractor/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

Page 5 of 28 July 22, 2026 directly by these persons or by anyone claiming under or through them including heirs, dependents and estates.

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, 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, 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.

A10: Denied.

Q11: Insurance

1. Certificates of Insurance

Simultaneously with the execution of the Agreement, the Contractor shall furnish Southeastern Pennsylvania Transportation Authority (SEPTA) with CERTIFICATES OF INSURANCE and any other documents which SEPTA may require, such as copies of policies or endorsements as evidence of compliance with these Insurance Requirements which are an integral part of the Contract. In the Description of Operations section of the Insurance Certificate please include RFP No. 26-00155-ACAC, Compensation Consulting Services.

A11: Denied.

Q12: Insurance

2. Written Approval Required

Such Certificates or other documents must be approved in writing by the

SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY,

before a Notice to Proceed will be given.

A12: Denied.

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Q13: Insurance

c. ADDITIONAL INSUREDS REQUIRED The Contractor shall have all liability policies designated "Additional Insureds Required" endorsed to include the following as Additional Insureds: SOUTHEASTERN

PENNSYLVANIA TRANSPORTATION AUTHORITY.

ADDITIONAL INSURED LANGAUGE:

SEPTA must be provided with true copies of declaration pages and policies of insurance upon request.

SEPTA is to be listed as additional insured on all applicable liability policies excluding Workers Compensation and Professional Liability.

Workers' Compensation must provide a waiver of subrogation.

Each policy shall state that the insurance provided to the additional insureds is primary and non-contributory to any other insurance available to the additional insured.

SEPTA must be the certificate holder on all applicable liability coverage with respect to this project, and it should be noted on the insurance certificate and policies.

SEPTA must be provided with proof of insurance that demonstrates compliance with these requirements and all limits as and other mandated aspects of coverage.

A13: These changes have been made in order accept the removal of this language:

a. Minimum Limits of Liability

Products/Completed Operations Annual Aggregate Per Project $2,000,000 Personal and Advertising Injury Limit $1,000,000

b. Products Completed Operations This insurance must be maintained for at least 12 years after substantial completion and acceptance of the project, or to the applicable Statute of Repose in the jurisdiction where the Project is located, whichever is longer.

The policy shall be written or endorsed to include as additional Insureds those parties or persons designated and apply on a Primary/Non-Contributory basis.

c. Additional Insureds The policy shall be written or endorsed to include SEPTA as additional Insureds those parties or persons designated and apply on a Primary/Non-Contributory basis.

d. Coverage: Premises operation; blanket contractual liability; personal injury liability;

products and completed operations; independent contractors, employees, and volunteers as additional insureds; cross liability and broad form property damage (including completed operations), explosion, collapse, and underground damage

(XCU).

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Q14: Insurance

C. CONTRACTUAL LIABLITY (HOLD HARMLESS) COVERAGE

Policy shall be written or endorsed to include coverage for the liability assumed by the terms of the Contract and the Indemnification Agreement. Certificate or policy will state that the coverage applies to the Contract described as: Compensation Consulting Services.

A14: Accepted, per the changes added in Question No. 13.

Q15: Insurance

E. WAIVER OF LIABILITY FOR PREMIUMS

All policies wherein the parties designated in Paragraph C. above are included as additional insureds shall contain a Waiver of Liability for the payment of premiums covering those additional Insureds.

A15: Accepted, per the changes added in Question No. 13.

Q16: Insurance

F. SELF-INSURANCE RETENTION LANGUAGE

Self-Insurance Retention (SIR) is limited to $50,000 or less, subject to SEPTA’s approval.

All self-insured retention must be declared to SEPTA.

A16: Accepted, per the changes added in Question No. 13.

Q17: Section 25. Personnel Security Measures SEPTA reserves the right to impose personnel security measures upon the Contractor/Consultant and its employees as SEPTA reasonably deems necessary and appropriate to ensure the safety of its patrons, employees, and property. These measures may include, but are not limited to, registration of all employees of the Contractor/Consultants and its subcontractors/subconsultants who shall be working on SEPTA property, photo identification of all registered employees, and background investigations of all registered employees. In addition, SEPTA reserves the right to institute personnel security measures, which may be imposed with prior written notice at any time during the Work. SEPTA shall assume the costs of such security measures. The Contractor/Consultant and its employees shall cooperate fully with SEPTA in implementing and enforcing security measures on SEPTA property. The Contractor/Consultant shall be notified by SEPTA, in writing, about what is required by SEPTA to carry out any personnel security measures being imposed on the Contractor/Consultant.

A17: Accepted.

Q18: Governing Law, Forum Selection, and Consent to Jurisdiction All matters or claims arising out of, related to, or in connection with the Contract, the Project or the relationship between the parties shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the principles of conflicts of laws of such state. All matters, disputes, claims, litigation, or proceedings of any nature whatsoever based upon, arising out of, under or in connection with the Contract, the Project or relationship between the parties shall be solely and exclusively brought, maintained, resolved, and enforced in the state or federal courts located in the City of Philadelphia, Pennsylvania, irrespective of any procedural rules or laws related to venue and forum non convenes, including but not limited to any choices Contractor/Consultant may have under any such rules or law. Contractor/Consultant hereby expressly consents to the

Page 8 of 28 July 22, 2026 jurisdiction of the state and federal courts located in the City of Philadelphia and hereby expressly and irrevocably waives any objection which Contractor/Consultant may have or hereafter may have to jurisdiction or venue in the state and federal courts located in the City of Philadelphia and any claim that such court is inconvenient or lacks personal jurisdiction over Contractor/Consultant. Contractor/Consultant represents and acknowledges that the choice of jurisdiction and venue described above is reasonable and has been freely and voluntarily made by Contractor/Consultant. Further, the choice of jurisdiction and venue described above shall be mandatory and not permissive in nature, thereby precluding the possibility by Contractor/Consultant of litigation or trial in any other jurisdiction, court, or venue other than specified above, except that any final judgment may be enforced in other jurisdictions in any manner provided by law. The parties hereby irrevocably waive any right they may have to demand a jury trial.

A18: Denied.

Q19: Section 38. Warranties

a. Title: Contractor/Consultant covenants and warrants that good title to all the Material and/or Equipment furnished under the Contract shall vest in SEPTA immediately upon delivery and acceptance by SEPTA.

A19: Denied.

Q20: Section 38. Warranties

b. General: Contractor/Consultant warrants that all Material and/or Equipment meets all requirements and standards set by the Scope of Services. All Material and/or Equipment shall be new, the best of its kind or quality, reasonably fit acceptable for its intended use as set forth in the Scope of Services. and of safe, substantial, and durable construction.

Contractor/Consultant further warrants that any Material and/or Equipment, shall conform to representations and descriptions, either oral or written, made by the Contractor/Consultant and any literature, sample, or other vehicle of information supplied by Contractor/Consultant prior to the time of the proposal due date for the Contract.

Contractor/Consultant further warrants that any sample provided represents a minimum standard of quality for the Material and/or Equipment furnished hereunder.

A20: Denied.

Q21: Section 38 Warranties

d. Material and Workmanship. In addition to all warranties implied by law, Contractor/Consultant expressly warrants all Material and/or Equipment against any defect in design, material or workmanship which may be discovered during the term of the contract, plus at any time during the month run-out phase, after the completion of the . Contractor/Consultant shall make any necessary repairs to and any replacements of all or parts of the Material and/or Equipment during the period set forth above, at no additional cost to SEPTA.

In the event that the warranty work is to be completed after the expiration of the Contract, the Contractor/Consultant herby agrees to maintain in force and/or extend all of the insurance as originally required by the Contract when it was in force, with SEPTA and any other entity required by SEPTA named as additional insured. The Contractor/Consultant is to procure a Right of Entry Permit from Procurement & Supply Chain Management and may

Page 9 of 28 July 22, 2026 be required to submit proof of insurance before SEPTA will issue the permit.

e. Additional Warranties.

(1) If the customary standard warranties for the Material and/or Equipment exceed the period specified above, such warranties shall run to SEPTA.

(2) If separate or additional warranties covering the Material and/or Equipment are furnished by the manufacturer, supplier, or seller of component part or parts of any item of said Material and/or Equipment, SEPTA shall have the right, but not the duty, to benefit from these separate or additional warranties, along with the primary warranties set forth hereinabove. SEPTA shall look only to Contractor/Consultant for fulfillment of all warranty requirements expressed and implied by the making of the Contract.

(3) The existence of any separate or additional warranties which run to the

Contractor/Consultant from the manufacturer, supplier, or installer of a component part of an item of Material and/or Equipment shall not relieve Contractor/Consultant of its obligation to repair or replace any of the Material and/or Equipment on account of faulty design, manufacture, or workmanship during the warranty period. SEPTA shall not be required to look to any other party for fulfillment of warranty provisions.

A21: Denied.

Q22: Section 41 Delivery

a. Delivery shall be as required in the Scope of Services.

b. All items shall be delivered in good condition, complete, ready for operation or use, and in conformity with the Scope of Services and other terms and conditions of this Contract.

A22: Denied.

Q23: Section 42 Inspection Prior to the Shipment: If SEPTA so elects, the Project Manager may inspect the Material and/or Equipment prior to shipment or delivery. The Contractor/Consultant shall give the Project Manager sufficient advance notice of the date when the Material and/or Equipment will be completed and available for inspection. If the Project Manager has elected to inspect prior to shipment or delivery, Contractor/Consultant shall not ship or deliver Material and/or Equipment without such inspection being made unless Contractor/Consultant has a specific written Waiver of Inspection signed by the Project Manager.

A23: Denied.

Q24: Section 43. Seat Belt Use Contractor agrees to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles used while working on SEPTA projects, whether on SEPTA property or in transit to or from SEPTA property, at all times during the entire duration of the project. Contractor also agrees to include a "Seat Belt Use" provision in any and all of its third-party

Page 10 of 28 July 22, 2026 agreements related to the Contractor's performance under this Contract.

A24: Denied, but SEPTA agrees to add this disclaimer at the beginning: “While on SEPTA property, Q25: Section 44. Distracted Driving, Including Text Messaging While Driving The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by the Contractor or their own personal device, and driving a vehicle the driver owns or rents; a vehicle the Contractor owns, leases, or rents;

or a privately-owned vehicle when on official business in connection with this Contract, or when performing any work for or on behalf of this Contract. The Contractor agrees to conduct workplace safety initiatives, including establishing new rules and programs to prohibit text messaging while driving, re-evaluating existing programs to prohibit text messaging while driving, and providing education, awareness, and other outreach to employees about the safety risks associated with texting while driving. The Contractor also agrees to include the above-referenced provisions in any and all of its third-party agreements, all third parties of whom must comply with this Section.

A25: Denied, but SEPTA agrees to add this disclaimer at the beginning: “While on SEPTA property, Q26: Section 46. City and Minimum Wage and Benefits If applicable to the Work, the Contractor shall fully comply with Chapter 17-1300 of The Philadelphia Code establishing a minimum wage and minimum benefits that must be provided to employees of certain entities that have contracts with the City or that receive financial aid from the City. The minimum wage mandated by the city for employees of City contractors and subcontractors should be adjusted annually, to reflect the costs of inflation.

A26: Denied.

Q27: Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

Definitions. As used in this clause— Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People’s Republic of China.

Covered telecommunications equipment or services means– Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

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Telecommunications or video surveillance services provided by such entities or using such equipment; or Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means– Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or For reasons relating to regional stability or surreptitious listening;

Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations

(relating to assistance to foreign atomic energy activities);

Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 ( 50 U.S.C. 4817).

Interconnection arrangements mean arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

Prohibition.

http://uscode.house.gov/view.xhtml?req=granuleid%3AUSC-prelim-title50-section4817&num=0&edition=prelim

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Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.

Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a federal contract.

Exceptions. This clause does not prohibit contractors from providing— A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

Reporting requirements.

In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

The Contractor shall report the following information pursuant to paragraph (d)(1) of https://www.acquisition.gov/far/4.2104#FAR_4_2104 https://www.acquisition.gov/far/4.2104#FAR_4_2104 https://dibnet.dod.mil/ https://dibnet.dod.mil/

Page 13 of 28 July 22, 2026 this clause Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products or commercial services.

A27: Denied.

Q28: Section Data Privacy – Addition In the course of providing the Services, the parties acknowledge that SEPTA may provide Contractor/Consultant with information about an identifiable individual or information which relates to a natural person and allows that person to be identified, including SEPTA’s customer or employee information, or any personal information/personal data as defined in applicable data privacy laws (“Personal Data”). It is further acknowledged that Contractor/Consultant is a global business and that Contractor/Consultant may transmit SEPTA information, including Personal Data within its global network of offices to its affiliates and providers of IT outsourcing who will be subject to the safeguards required by the applicable laws. SEPTA represents that Contractor/Consultant is authorized to receive and process any such Personal Data and that SEPTA has provided any required notices to data subjects and obtained the necessary consents from third parties, including the individuals to whom such Personal Data relates, that may be required for Contractor/Consultant to process the Personal Data for the purpose of providing the Services. Contractor/Consultant will take appropriate technical, physical and organizational/administrative measures to protect Personal Data against accidental or unlawful destruction or accidental loss or unauthorized alteration, disclosure, or access. Each party shall comply with the provisions and obligations imposed on it by applicable data privacy legislation and regulations.

Where and to the extent that SEPTA acts as the “Business” or “Data Controller” and Contractor/Consultant acts as a “Service Provider” or “Data Processor”, as those terms are defined by applicable privacy law, Contractor/Consultant shall process Personal Data; (i) only at the direction and in accordance with the instructions of the Client as Data Controller;

(ii) only for the performance of this Contract and as set forth herein; and (iii) then only in accordance with Contractor/Consultant’s applicable Data Processing Protocols (“Protocols”) available at our website.

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In the event no such Protocols apply, Contractor/Consultant will process all such Personal Data in accordance with all applicable data protection laws. In the event of any conflict between the terms and conditions set out in this Contract or applicable statement of work (SOW) and the Protocols, the parties agree that the terms and conditions set out in this Contract or applicable SOW shall prevail. SEPTA represents and warrants that it shall provide to Contractor/Consultant only Personal Data which is adequate, relevant and limited to the minimum what is necessary for the purposes of this Contract and the provision of Services hereunder.

SEPTA agrees that Contractor/Consultant may maintain, process and transfer SEPTA’s Confidential Information in order to perform the Services, and for other reasonable ancillary purposes, unless SEPTA instructs otherwise, as well as for any additional purposes agreed in a SOW.

In addition, SEPTA hereby grants Contractor/Consultant permission to use data Contractor/Consultant receives from SEPTA or SEPTA’s representatives in the course of the Services in industry benchmarking studies, trend analyses and research unless otherwise specified under the applicable SOW. Contractor/Consultant may use the results of these studies, analyses and research for various purposes, including articles and studies for distribution to Contractor/Consultant’s other clients and prospects. Any such articles or studies will not disclose SEPTA’s participation or mention the inclusion of SEPTA’s information to any other party. Any findings from these studies that may show individual participant results will be on an anonymized and aggregated basis, and will not attribute any finding to a specific participant.

A28: Denied.

Q29: Limitation of Liability – Addition

If the Services do not conform to the requirements agreed between the parties, SEPTA shall notify Contractor/Consultant promptly and to the extent possible, Contractor/Consultant shall re-perform any non-conforming Services at no additional charge or, at its option, refund the portion of the fees paid with respect to such non-conforming Services. The re-performance of the Services or refund of the applicable fees is intended to provide an adequate remedy for any failure on Contractor/Consultant’s part to adhere to the requirements agreed between the parties for the performance of Services. Whether or not such re-performance or refund would provide an adequate remedy for any loss or damage suffered by SEPTA or any third party, the aggregate liability taken together of Contractor/Consultant, its affiliates, joint venture companies’ and Contractor/Consultant’s and its affiliates’ and joint venture companies’ respective employees, directors, officers, agents and subcontractors (the “Related Persons”) arising from or in any way connected with the Services under an applicable SOW, whether in contract, tort (including, without limitation, negligence), or for breach of statutory duty or otherwise, shall not exceed in aggregate the greater of (i) $250,000 or (ii) the total amount of the fees paid to Contractor/Consultant for the Services provided pursuant to that SOW during any 12-month period beginning with the commencement of that SOW, unless otherwise agreed in writing. Notwithstanding the above, the foregoing shall not limit the liability of Contractor/Consultant or its Related Persons in the case of: (i) death or personal injury resulting from Contractor/Consultant or the Related Persons’ negligence; (ii) willful misconduct; (iii) fraud; or (iv) other liability to the extent that the same may not be excluded or limited as a matter of law.

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(b) In no event shall Contractor/Consultant or any of the Related Persons or affiliates be liable for any incidental, special, punitive, or consequential damages of any kind (including, without limitation, loss of income, loss of profits, or other pecuniary loss), except to the extent such liability may not be excluded as a matter of law.

(c) Where Contractor/Consultant or any of the Related Persons are jointly liable to SEPTA with another party, Contractor/Consultant shall to the extent permitted by law only be liable for those losses that correspond directly with Contractor/Consultant’s or the Related Persons’ proportionate share of responsibility for the losses in question.

A29: Denied.

Q30: Audit and Inspection of Books and Records

Contractor/Consultant 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/Consultant’s performance of services for SEPTA shall be made available during the term of the Contract and for a period of five (5) years 18 months thereafter, together with all books and other data or information, in whatever form contained, relating to Contractor/Consultant’s performance under the Contract. Contractor/Consultant 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/Consultant shall require its subcontractor/subconsultants to keep written records in reasonable detail of all services performed by them for Contractor/Consultant under the Contract and to maintain all books, data, information, and records in a form that will support the invoice billed to Contractor/Consultant. Contractor/Consultant 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/Consultant shall be made available during the term of the Contract and for a period of five (5) years 18 months 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. Audit shall be at SEPTA’s sole expense. Contractor/Consultant must receive reasonable prior written notice of an audit. Any audit must be conducted during normal business hours and shall be subject to the execution of a confidentiality agreement reasonably satisfactory to Contractor/Consultant.

A30: Denied.

Q31: 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/Consultant. Contractor/Consultant agrees not to assert or authorize others to assert any rights nor establish any claim under the design patent or copyright laws. Contractor/Consultant, for a period of three years after completion of the

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Project, agrees to furnish all retained works at the request of SEPTA's Project Representative.

Unless otherwise provided in the Contract, Contractor/Consultant shall have the right to retain copies of all works beyond such period. Notwithstanding anything to the contrary in the Agreement, Contractor/Consultant shall retain all patent, copyright, and other intellectual property rights in the methodologies, methods of analysis, ideas, concepts, know-how models, tools, techniques, skills, knowledge and experience owned or possessed by Contractor/Consultant before the commencement of, or acquired by Contractor/Consultant during or after the performance of the services specified in this agreement.

A31: Accepted.

Q32: Indemnification – add language:

Contractor/Consultant’s indemnification obligations are contingent on: (a) Contractor/Consultant being notified in writing by SEPTA of any such action brought against it or any indemnified party; (b) Contractor/Consultant having sole and exclusive control of the defense and settlement of the claim; and (c) SEPTA reasonably cooperating with Contractor/Consultant to facilitate the defense and/or settlement of the claim; provided however, that SEPTA may participate at its expense in the defense of any such claim if such claim is against SEPTA.

Contractor/Consultant’s limitation of liability for any and all losses, liabilities or damages arising out of or relating to the provision of services by Contractor/Consultant shall not exceed the greater of one times the compensation paid to Contractor/Consultant giving rise to such loss and $100,000.

A32: Denied.

Q33: Insurance A Evidence of Compliance – Remove Section:

1. Certificates of Insurance Simultaneously with the execution of the Agreement, the Contractor shall furnish Southeastern Pennsylvania Transportation Authority (SEPTA) with CERTIFICATES OF INSURANCE and any other documents which SEPTA may require, such as copies of policies or endorsements, as evidence of compliance with these Insurance Requirements which are an integral part of the Contract. In the Description of Operations section of the Insurance Certificate please include RFP No. 26-00155ACAC, Compensation Consulting Services.

2. Written Approval Required Such Certificates or other documents must be approved in writing by the SOUTHEASTERN PENNSYLVANIA TRANSPORTATION AUTHORITY, before a Notice to Proceed will be given.

A33: SEPTA will only accept removal of language specific to full policies.

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Q34: Insurance C Additional Insureds Required The Contractor shall have all liability policies designated "Additional Insureds Required" endorsed to include the following as Additional Insureds: SOUTHEASTERN

PENNSYLVANIA TRANSPORTATION AUTHORITY.

ADDITIONAL INSURED LANGAUGE:

SEPTA must be provided with true copies of declaration pages and policies of insurance upon request.

SEPTA is to be listed as additional insured on all applicable liability policies excluding Workers…