ORT RTS Contract

Exhibit E

Statement of Work No. 05 –

I-405 Bellevue to Lynnwood Roadway Toll System (RTS)

Exhibit E – Statement of Work No. 05

State of Washington Department of Transportation E - 1 Contract No.____

STATEMENT OF WORK NO. 05

for

I-405 Bellevue to Lynnwood Roadway Toll System

Implementation, Operations, and Maintenance

This Statement of Work No. 05 (SOW) for the I-405 Bellevue to Lynnwood (BTL) Roadway Toll

System is made and entered into by and between the Washington State Department of

Transportation, an agency of the State of Washington (WSDOT), and Toll Vendor, licensed to do business in the State of Washington (Vendor).

SECTION 1. RECITALS

WSDOT and Vendor are parties to Contract No.___, dated Month Day, Year, for Roadway Toll

Systems Supply, Installation, and Maintenance (Contract). The Contract was assigned to and assumed by Vendor effective Month Day, Year.

1.1 The Contract allows WSDOT, at its discretion, to issue Statements of Work under which

Vendor shall supply, install and maintain a Roadway Toll System on a specified roadway.

1.2 The I-405 BTL corridor between the junctions of Interstate 5 and state route number 202, has been designated by the Washington State Legislature as a toll facility in RCW 47.56.880.

1.3 Pursuant to the terms of the Contract, WSDOT has elected to have Vendor provide the

Roadway Toll System for I-405 BTL, the terms of which are set forth in this SOW and the other

Contract Documents.

NOW, THEREFORE, Vendor and WSDOT agree to the following SOW for the Roadway Toll

System:

SECTION 2. DEFINITIONS; PURPOSE; TERM AND CONDITIONS

2.1 Definitions

All capitalized terms used herein but not defined herein have the respective meanings set forth in the Contract Documents or, if not defined in the Contract Documents or in this SOW, have their ordinary and usual meaning. All section and exhibit references herein are to the sections and exhibits of the Contract or if so designated, to the Appendices to the RFP, unless otherwise stated.

Department of Transportation E - 2 Contract No.____

2.2 Purpose

The purpose of this SOW No. 05 is to direct Vendor to complete all of the necessary design, supply, installation and maintenance of the I-405 BTL Roadway Toll System (RTS).

2.3 Terms and Conditions

The terms and conditions applicable to the Work performed under this SOW are set forth in the

Contract Documents and this SOW. In the event of a conflict in the provisions of the Contract

Documents and this SOW, the conflict will be resolved in accordance with the Order of

Precedence as set forth in Contract Section 21.13.

SECTION 3. TERM AND EXTENSIONS

3.1 The term of this SOW shall commence Month Day, Year, and terminate ten (10) years after the date of Substantial Completion is achieved. In addition, this term may be further extended upon the mutual written agreement of the parties as set forth in an Amendment to the

Contract.

3.2 Vendor shall not commence Work on the I-405 BTL Toll System until WSDOT has issued a written Notice to Proceed to Vendor.

3.3 In no event shall the term of this SOW exceed the term of the Contract, or any extensions thereto.

3.4 This SOW may be terminated in accordance with the termination provisions of the

Contract or as mutually agreed in writing between the parties. In any event, this SOW shall terminate concurrent with the termination of the Contract, and termination of the Contract shall automatically terminate this SOW.

SECTION 4. SCOPE OF WORK

4.1 Deliverables

4.1.1 Vendor shall furnish all Products, cables and connections, installation, integration, testing, labor, personnel, transportation, materials, storage, tools, supplies, permits, licenses, equipment, and other Services necessary to supply and install, on a turnkey basis, a fully functional RTS in accordance with the Contract. Vendor shall provide Services and staff, and otherwise do all things necessary for or incidental to the performance of the Work.

4.1.2 The RTS shall identify and classify vehicles traveling through the I-405 BTL Toll System to support revenue collection. The System will include electronic equipment for Transponder

Department of Transportation E - 3 Contract No.____ and Photo Tolling. The RTS will also include Digital Video Audit System (DVAS) to provide camera monitoring of the toll zones.

4.1.3 The specific scope, deliverables and requirements of the Work are set forth in the

Appendices and in the Attachments of this SOW.

4.1.3.1 Vendor shall perform the design, supply, installation, and testing Work for the RTS in accordance with the requirements in the Contract Documents, including but not limited to the

Contract, Appendices, and Attachments of this SOW.

4.1.3.2 Vendor shall deliver the System to meet the performance requirements set forth in

Exhibit J .

4.1.3.3 Vendor shall perform the Operations and Maintenance Work for the RTS in accordance with the requirements in the Contract Documents, including but not limited to the

Contract and Appendices.

4.2 Time Is of the Essence

Time is of the essence for this SOW. Failure to meet the Guaranteed Dates for the Milestones or perform the required operation and maintenance as set forth herein and in the Technical

Appendices may result in the assessment of liquidated damages as set forth in Contract Section

19.9, Section 5 herein, and Exhibit J, at WSDOT’s discretion.

SECTION 5. INCENTIVES AND LIQUIDATED DAMAGES

5.1 Toll Revenue Loss Incentive and Reimbursement

5.1.1 During the period between NTP and Substantial Completion, Vendor shall limit toll revenue losses to not more than $320,000.00 (Toll Revenue Loss Incentive Limit). Vendor will be responsible for any toll revenue loss incurred because of its activities, including any toll revenue loss that incumbent vendor incurs while in degraded mode caused by Vendor’s transition activities. If Vendor achieves Substantial Completion prior to reaching the Toll

Revenue Loss Incentive Limit, WSDOT will pay the Vendor the difference between the Toll

Revenue Loss Incentive Limit and the total toll revenue loss. Toll revenue losses shall be calculated by subtracting the Earned Revenue during the period of the impact from the average

Earned Revenue of the previous comparable four-week period from the same time of day and same day(s) of week.

In the event Vendor exceeds the Toll Revenue Loss Incentive Limit specified above leading up to Substantial Completion, Vendor shall reimburse WSDOT for all lost toll revenue in excess of the Toll Revenue Loss Incentive Limit up to a cap of $1,800,000.00. Lost revenue shall be determined by the methodology described above.

Department of Transportation E - 4 Contract No.____

5.2 Implementation

5.2.1 Pursuant to Contract Section 19.9 and as provided herein, any delay by Vendor in meeting the Guaranteed Date for Installation Readiness and Testing Completion in this SOW will interfere with the proper implementation of the I-405 BTL RTS and will result in losses and damage to WSDOT. As it would be difficult and impracticable to fix the actual damage sustained in the event of any such failure(s) to perform, WSDOT and Vendor agree that in the event of any such failure(s) to perform, that the amounts stated herein are a reasonable approximation of actual damages and Vendor shall pay such amounts as liquidated damages and not as a penalty.

5.2.2 Any delay by Vendor in meeting the Guaranteed Date for Installation Readiness in this

SOW will be assessed on a per day basis and will not be prorated.

5.2.3 Vendor shall pay liquated damages for delay in meeting the Guaranteed Date for

Installation Readiness for the I-405 BTL RTS. The liquidated damages shall be in the amount of

One Thousand, Three Hundred and 00/100 dollars ($1,300.00) for each day of delay and shall not exceed 5% of the Total Price for Implementation as set forth in this SOW.

5.2.4 Any delay by Vendor in meeting the Guaranteed Date for Testing Completion in this

SOW will be assessed on a per day basis and will not be prorated.

5.2.5 Vendor shall pay liquated damages for delay in meeting the Guaranteed Date for Toll

Readiness for the I-405 BTL RTS. The liquidated damages shall be in the amount of Four

Thousand, One Hundred and 00/100 dollars ($4,100.00) for each day of delay and shall not exceed 25% of the Total Price for Implementation as set forth in this SOW.

5.2.6 Cumulative liquidated damages assessed by WSDOT for the combination of Installation

Readiness and Testing Completion for I-405 BTL RTS shall not exceed 25% of the Total

Implementation Price as set forth in this SOW.

5.3 Operations and Maintenance

5.3.1 If the System does not meet the operational and maintenance performance requirements of the Contract, this will interfere with the proper implementation of the I-405 BTL

RTS and will result in losses and damage to WSDOT. As it would be difficult and impracticable to fix the actual damage sustained in the event of any such failure(s) to perform, WSDOT and

Vendor agree that in the event of any such failure(s) to perform, that the amounts stated in

Contract Section 19.9 and Exhibit J are a reasonable approximation of actual damages and

Vendor shall pay such amounts as liquidated damages and not as a penalty.

5.3.2 Total liquidated damages assessed by WSDOT for failure to meet the operational performance requirements of the Contract or compensation for revenue loss in any one year

Department of Transportation E - 5 Contract No.____ shall not exceed the total annual price for Operations and Maintenance of the RTS for that year as set forth in this SOW.

5.3.3 Any other Liquidated Damages assessed will be as stated in Contract Section 19.9 and

Exhibit J.

5.4 Failure to Open Lanes

5.4.1 Vendor agrees to pay WSDOT liquidated damages for failing to open lanes and/or ramps at or before required times as identified in Attachment 1 of this SOW and Appendix 5. In the event traffic control is provided by WSDOT's contractors for Vendor Work and lane and/or ramp closure times are in excess of those as allowed, WSDOT, at its sole discretion, may determine if

Vendor's actions or inactions resulted in failure(s) to perform by WSDOT's contractors. In the event WSDOT determines Vendor's actions or inactions resulted in said failure(s) to perform, Vendor agrees to pay the amount of liquidated damages herein. As it would be difficult and impracticable to fix the actual damage sustained in the event of any such failure(s), WSDOT and Vendor agree that in the event of any such failure(s), that the amounts stated herein are a reasonable approximation of actual damages and Vendor shall pay such amounts as liquidated damages and not as a penalty.

5.4.2 Vendor agrees to pay WSDOT liquidated damages for lane and/or ramp closure times that exceed those under Attachment 1 of this SOW and Appendix 5. For purposes of calculating liquidated damages under this Section 5.4.2, the total time beyond the required opening time will be rounded up to the next five (5) minutes (“Rounded Delay Time”), where 1-5 minutes rounds to 5, 6-10 rounds to 10, and so on. Liquidated Damages will be calculated as the applicable per-15 min rate multiplied by (Rounded Delay Time in minutes ÷ 15), with the resulting amount rounded to the nearest cent.

5.4.2.1 Failure to Open Lanes Price table:

Failure to Open Lanes

Closure Type $/15 min

Single Lane $3,000

Two or More Lanes $6,000

5.4.3 In the event Vendor impacts WSDOT provided traffic control, Vendor will pay damages in the amount of the cost incurred by WSDOT or WSDOT's contractor in providing said traffic control for the period of time beyond the scheduled opening time.

5.5 Liquidated Damages for Intelligent Transportation Systems and Signal Disruptions

5.5.1 Planned and unplanned disruptions to the ITS and traffic signals will result in impacts to the traveling public, increased fuel consumption, vehicle operating costs, pollution, and other

Department of Transportation E - 6 Contract No.____ inconveniences and harm. As it would be difficult and impracticable to fix the actual damage sustained in the event of any such disruption(s), WSDOT and Vendor agree that in the event of any such disruption(s), that the amounts stated herein are a reasonable approximation of actual damages and Vendor shall pay such amounts as liquidated damages and not as a penalty.

5.5.2 The Vendor shall pay WSDOT liquidated damages in the following amounts if the Vendor fails to restore the proper operation of a signal or existing ITS element following an unplanned disruption. For purposes of calculating liquidated damages under Section 5.5.2 herein, the total time beyond the allowed time will be rounded up to the next five (5) minutes (“Rounded Delay

Time”), where 1-5 minutes rounds to 5, 6-10 rounds to 10, and so on. Liquidated Damages will be calculated as the applicable per-15 min rate multiplied by (Rounded Delay Time in minutes ÷

15), with the resulting amount rounded to the nearest cent.

5.5.2.1 Intelligent Transportation Systems and Signal Disruptions LD Price table:

System / Element

Trigger Liquidated Damages

Escalation

CCTV not fully operational due to an unplanned disruption or not restored to full operation following a planned disruption at the time specified

$2,000 / 15 min Increases to $8,000 if two or more cameras are affected

VMS not fully operational due to an unplanned disruption or not restored to full operation following a planned disruption at the time specified

$2,000 / 15 min

Increases to $8,000 if two or more VMS are affected

Data Station not fully operational due to an unplanned disruption or not restored to full operation following a planned disruption at the time specified

$2,000 / 15 min

Increases to $8,000 if two or more data stations are affected

SECTION 6. SOFTWARE LICENSE

6.1 The intellectual property provisions set forth in Contract Section 15 apply to this SOW except as expressly modified herein.

SECTION 7. COORDINATION

7.1 Vendor acknowledges that WSDOT has contractors working on I-405 BTL and Vendor agrees to coordinate and cooperate with WSDOT, WSDOT contractors, consultants, and other

Department of Transportation E - 7 Contract No.____ vendors, if any, in performing the Work under this SOW and attempt to see that the Work is properly performed on schedule in accordance with this SOW.

SECTION 8. BONDS

8.1 Vendor shall provide to WSDOT an executed Implementation Bond for Implementation

Work covered by this SOW in accordance with the requirements in Contract Section 8.

8.2 The Implementation Bond for Implementation Work shall be in the amount of eighty percent (80%) of the total Implementation Price, which amount is Written Out Contract Amount dollars and The Amount cents ($). WSDOT to release and return the Contract Bond to Vendor upon System Acceptance.

8.3 Vendor shall provide the Implementation Bond for this SOW to WSDOT prior to the issuance of the Notice to Proceed with this SOW. In no event shall the Notice to Proceed with any of the Work covered by this SOW be issued prior to the receipt of the required Contract

Bond.

8.4 Vendor shall provide to WSDOT an executed Operations and Maintenance Bond for the

Operations and Maintenance Work covered by this SOW in accordance with the requirements in

Contract Section 8.

8.5 The Operations and Maintenance Bond shall be in the amount of one hundred percent

(100%) of the total annual Price for the initial Operations and Maintenance Term, which amount is Written Out Contract Amount dollars and The Amount cents ($).

8.6 Vendor shall provide the Operations and Maintenance Bond as a condition to obtaining

Substantial Completion.

8.7 Vendor shall renew the Operations and Maintenance Bond each year on the anniversary date of the Operations and Maintenance Term commencement in the amount of the upcoming year’s respective total annual Price for Operations and Maintenance.

SECTION 9. INSURANCE

9.1 Vendor shall acquire and maintain in full force and effect the insurance required in

Contract Section 17.2 for the RTS covered by this SOW.

9.2 Vendor shall provide copies of certificates of all insurance required for this SOW to

WSDOT prior to the issuance of this SOW. In no event shall the Notice to Proceed with any of

Department of Transportation E - 8 Contract No.____ the Work covered by this SOW be issued prior to WSDOT’s receipt of the required certificates of insurance.

SECTION 10. PRICE AND PAYMENT TERMS

10.1 Work under this SOW shall not exceed the lump sum Price amount of Written Out

Contract Amount dollars and The Amount cents ($).

10.2 The pricing for the RTS shall be determined in accordance with the Price tables set forth herein.

10.3 WSDOT shall pay Vendor in accordance with the Price tables herein for the Work actually performed by Vendor and for which WSDOT has Approved.

10.4 WSDOT shall retain 5% of the Price for each Milestone for Implementation Work performed under this SOW. Upon System Acceptance, Vendor shall submit a final invoice for the retained amount.

10.5 Prices for Implementation Work

10.5.1 Total Implementation Price table:

Total Price for Implementation

Total Implementation Price: $XX

10.5.2 Payment and Milestone Schedule and Price table for Implementation Work:

Milestone Qualifying Event Guaranteed

Date Payment Amount*

E01. Project

Management – I-

405 BTL System

WSDOT approval of the following:

1.01 Project Management Plan–

Facility Addenda

1.02 Quality Management Plan –

Facility Addenda

1.03 Baseline Project Schedule

Month Day, Year

Within 45 days from NTP

$XX

E02. Preliminary

Toll Infrastructure

Design – I-405 BTL

System

WSDOT approval of the following:

2.01 Preliminary Toll Infrastructure

Design Memo

Within 90 days

$XX

Department of Transportation E - 9 Contract No.____

Milestone Qualifying Event Guaranteed

Date Payment Amount*

E03. Preliminary

Design – I-405 BTL

System

WSDOT approval of the following:

3.01 Preliminary Design

Document– Facility Addenda

3.02 Software Development Plan–

Facility Addenda

3.03 Preliminary Installation

Drawings

3.04 Noise Permit

3.05 Draft Transition Plan

Within 120 days

E04. Final Design –

I-405 BTL System

WSDOT approval of the following:

4.01 System Design Document -

Facility Addendum

4.02 Master Test Plan

4.03 IT Security Plan– Facility

Addenda

4.04 Final Material Test Plan

4.05 Final Transition Plan

Within 180 days

$XX

E05. Factory

Acceptance Test –

I-405 BTL System

WSDOT approval of the following:

5.01 Factory Acceptance Test

Procedures - ETL

5.02 Factory Acceptance Test

Report - ETL

Within 240 days

$XX

E06. Installation

Readiness – I-405

BTL System

WSDOT approval of the following:

6.01 Installation Plan

6.02 Released for Installation

Drawings

6.03 Working Drawings

6.04 Environmental Compliance

Plan - Facility Addenda

6.05 Worker Health and Safety

Plan– Facility Addenda

6.06 Traffic Management Plan

(TMP)

6.07 Traffic Incident Management

Plan (TIMP)

6.08 Maintenance of Traffic

Drawings

At least 210 days before Full

Revenue

Collection

Department of Transportation E - 10 Contract No.____

Milestone Qualifying Event Guaranteed

Date Payment Amount*

E07. Testing

Readiness – I-405

BTL System

WSDOT Approval of the following:

7.01 Site Acceptance Test

Procedures

7.02 Commissioning Test

Procedures

7.03 Operational Test Procedures

At least 180 days

Revenue

Collection

$XX

E08. Operations

Readiness – I-405

BTL System

WSDOT Approval of the following:

8.01 Operational Verification Test

Procedures

8.02 Operations Manual- Facility

Addenda

8.03 Maintenance Plan - Facility

Addenda

8.04 Go-Live Cutover Plan

8.05 Site Acceptance Test

Completion Letter

At least 90 days

Revenue

Collection

$XX

E09. Testing

Completion – I-405

BTL System

WSDOT Approval of the following:

9.01 Commissioning Test

Completion Letter

9.02 Operational Test Completion

Letter

9.03 Operational Verification Test

Completion Letter

Within 45 days after Full

Revenue

Collection

$XX

E10. Full Revenue

Collection – I-405

BTL System

Full Revenue Collection

Summer 2030

N/A

E11. Substantial

Completion – I-405

BTL System

WSDOT Approval of the following:

11.01 Site Acceptance Test Report

11.02 Commissioning Test Report

11.03 Operational Test Report

11.04 Operational Verification Test

Report

11.05 Performance Audit

Procedures

11.06 Transition Closeout Letter

Within two months after Full

N/A

Department of Transportation E - 11 Contract No.____

Milestone Qualifying Event Guaranteed

Date Payment Amount*

E12. System

Acceptance – I-405

BTL System

WSDOT Approval of the following:

12.01 As-Built Installation Drawings

12.02 As-Built SDD

12.03 Final Records

Within three months after Full

*Implementation Milestone amounts shall be subject to the following requirements relative to the total Implementation Price: each Milestone payment must be at least five percent. Milestone E01 shall be capped at 10 percent. Milestones E01 through E05 collectively shall not exceed 40 percent. Milestones E06 through E09 collectively shall not exceed 40 percent. Milestone E12 shall be fixed at 20 percent.

These parameters apply to all Milestones up to and including System Acceptance.

10.6 Prices for Operations and Maintenance Work

10.6.1 Operations and Maintenance Price table:

Monthly Pricing by Year for Operations and Maintenance

Monthly Price Months Annual Price

Year 1: $XX 12 $XX

Year 2: $XX 12 $XX

Year 3: $XX 12 $XX

Year 4: $XX 12 $XX

Year 5: $XX 12 $XX

Year 6: $XX 12 $XX

Year 7: $XX 12 $XX

Year 8: $XX 12 $XX

Year 9: $XX 12 $XX

Year 10: $XX 12 $XX

Total Price for 10 years of O&M $XX

10.6.2 Performance Audit Price table:

Annual Pricing for Performance Audit Annual Price

End of Year 1: $XX

End of Year 2: $XX

End of Year 3: $XX

End of Year 4: $XX

End of Year 5: $XX

End of Year 6: $XX

Department of Transportation E - 12 Contract No.____

Annual Pricing for Performance Audit Annual Price

End of Year 7: $XX

End of Year 8: $XX

End of Year 9: $XX

Total Price for 9 years of annual Performance Audit

10.7 Modification to Price tables and to Payment and Milestone Schedule.

Any modification to the Price tables and Payment and Milestone Schedule shall be done by written amendment executed by WSDOT and Vendor.

SECTION 11. STAFFING

11.1 Vendor Personnel

11.1.1 WSDOT hereby approves the individuals listed in Section 11.1.2 herein to fulfill the Key

Personnel Roles for the RTS covered by this SOW. This approval is given on the express

Vendor commitment that said individuals currently report directly to the person filling the respective Key Personnel Role and will continue to do so for the duration of this SOW.

11.1.2 The contact information for the Vendor Key Personnel for this SOW are:

Key Project Role Contact Information

Project Manager First Last

Systems Engineer First Last

Network Design and Integration Manager First Last

System Test Manager First Last

Operations & Maintenance Manager First Last

Project Quality Manager First Last

Installation Manager First Last

Coordination Manager First Last

Technical Delivery/Software Design Manager First Last

Operations Liaison First Last

Safety Manager First Last

Traffic Management Supervisor First Last

11.1.3 Vendor may replace the individuals designated as the Key Personnel Roles for this

SOW upon prior written approval of the WSDOT Contract Manager as detailed in this Section

11. At least thirty (30) Calendar Days in advance of a proposed replacement, Vendor shall

Department of Transportation E - 13 Contract No.____ provide to WSDOT written notification of its proposed replacement, including the name and qualifications of the proposed replacement. All proposed replacements must have equal or better qualifications than the personnel being replaced. WSDOT shall be allowed to interview replacements, if WSDOT so desires. WSDOT may, in its sole discretion, accept or reject any proposed replacement. Upon WSDOT’s approval of a Key Personnel Roles replacement for this

SOW, the change in the contact information and the effective date of such personnel replacement shall be memorialized by written amendment to this SOW.

11.1.4 It is expressly understood and agreed that nothing herein does or is intended to relieve the persons filling the Key Personnel Roles listed herein from direct responsibility for the fulfillment of the terms and conditions of this SOW and the other Contract Documents.

11.2 WSDOT Personnel

The contact information for WSDOT Key Personnel for this SOW are:

Key Personnel Role Contact Information

Implementation Project Manager Melissa Garr

Operations & Maintenance Project Manager Michael Severance

Contracts Manager Rick Naten

Department of Transportation E - 14 Contract No.____

In Witness Whereof, the parties hereto, having read this Contract in its entirety, including all attachments, do agree in each and every particular and have thus set their hands hereunto.

Department of Transportation

Signature

Print or Type Name Date

Title

Toll Vendor

ATTACHMENTS

Attachment 1 – I-405 BTL Project Specific Elements

Attachment 2 – I-405 BTL Infrastructure Background

Attachment 3 – I-405 BTL Toll Infrastructure Demarcation

Exhibit E – SOW 5 – Attachment 1

Department of Transportation E1 - 1 Contract No.____

ORT RTS Exhibit E, Attachment 1

I-405 BTL RTS PROJECT SPECIFIC ELEMENTS

SECTION 1. PROJECT BACKGROUND

The I-405 BTL RTS Project comprises the design, installation, integration, testing, transition, operation, and maintenance of an open, multi-point, dynamically priced Express Toll Lane

System spanning from Bellevue to Lynnwood.

The Vendor shall provide Toll Equipment and multi-point Trip assembly in two directions for a maximum of 32 Toll Points. The pricing approach for the I-405 BTL System calls for three toll fare-zones in each direction. Customers using the I-405 BTL System will be detected at one or more Toll Points and, depending on the length of their Trip, be charged a toll rate displayed in advance of entering the I-405 BTL RTS.

This system will replace the legacy I-405 BTL RTS, which has been in operation since 2015.

Continuous operation is desired during the transition from the legacy RTS to the new RTS.

Figure 1 below illustrates the limits of the I-405 BTL RTS Project corridor.

Department of Transportation E1 - 2 Contract No.____

Figure 1. I-405 BTL RTS Map

Figure 2 below illustrates the I-405 Toll Zones.

Department of Transportation E1 - 3 Contract No.____

Figure 2. I-405 Toll and Fare Zones

Figure 3 illustrates an example of how the access to the Express Toll Lanes could be laid out. There may or may not be a buffer between the Express Toll Lanes and adjacent general purpose lanes. There will not be any fixed barriers (such as guardrails or concrete barriers) between the Express Toll Lanes and general purpose lanes.

Department of Transportation E1 - 4 Contract No.____

Figure 3. Express Toll Lanes Access Types

The I-405 corridor is an important regional facility which carries high volumes of commuter and general purpose traffic. The System shall accommodate the traffic volumes traveling in the I-405

Express Toll Lanes. WSDOT logs of recently collected volumes are available online in the NW

Region Annual Ramp and Roadway Report:

http://www.wsdot.wa.gov/Northwest/TrafficVolume/

As of 2025, there were 9.8 million toll trips annually on the Bellevue to Lynnwood ETL.

1.1 Projects in the Vicinity

It is anticipated that different local and regional agency projects could occur within the immediate vicinity of, or at the same time, as the Roadway Toll System project implementation.

http://www.wsdot.wa.gov/Northwest/TrafficVolume/

Department of Transportation E1 - 5 Contract No.____

SECTION 2. INFRASTRUCTURE, EQUIPMENT, AND SERVICES

WSDOT will provide the infrastructure, equipment, and services described in this Section 2 to enable implementation of the Project. The Vendor shall be responsible for providing all other

Equipment and Services necessary to provide a functioning and compliant System unless overwise noted. Please refer to Attachment 2 of this SOW for Supplemental Information, like As-

Builts, Inspection Reports. Attachment 3 of this SOW illustrates demarcation points among the existing infrastructure. See Appendix 3, Appendix 4, and Appendix 5 for more information.

2.1 Existing Infrastructure

The following existing civil Toll Infrastructure will be available at each toll point:

• Monotube toll gantry(s)

• Roadside cabinets

• AVI reader cabinets

• Electrical service

• Fiber connection to WSDOT’s Northwest Region Transportation Management Center (NWR

TMC) through managed WSDOT Layer 3 network switch

• Conduit system

The Vendor shall be responsible for determining functionality or desired replacement of existing equipment. The Vendor may replace the roadside cabinets and/or reader cabinets at their own expense.

2.2 Existing Equipment

The following equipment will be already in place on the ETL:

• Signage

− TRS

− Illegal to Cross Double Lines

− Vehicles Prohibited from ETL

• WSDOT Layer 3 network switch: Managed by WSDOT to transport data over WSDOT fiber to a regional hub or Traffic Management Center.

• WSDOT portable generators: Intended for power outages on ETL facilities only. Managed and deployed by WSDOT.

2.3 Provided Services

WSDOT will furnish the following services:

Department of Transportation E1 - 6 Contract No.____

• Communications network for data exchange with WSDOT’s BOS/back-office provider and

WSDOT’s Northwest Region Transportation Management Center (NWR TMC)

• Customer Service Center and back office

• Interface documentation for BOS

• FCC License for AVI Equipment, in coordination with the Vendor

SECTION 3. TOLL RATE ASSIGNMENT

Toll rates will be calculated dynamically based on current traffic conditions. Traffic conditions will be monitored by the Washington State TMC, and a WSDOT-generated dynamic pricing algorithm will calculate a variable toll rate. The TMC will monitor and maintain data collection points. Reference Business Rules.

Table 1. Northbound Fare Zone Destinations

Northbound Trips Toll Points

NE 124th St NB01, NB02, NB03, NB04, NB05

SR-522 NB06, NB07, NB08, NB09, NB10

I-5 NB11, NB12, NB13, NB14, NB15, NB16

Table 2. Southbound Fare Zone Destinations

Southbound Trips Toll Points

SR-522 SB01, SB02, SB03, SB04, SB05, SB06

NE 85th St SB07, SB08, SB09, SB10, SB12

Ne 6th St SB11, SB13, SB14, SB15, SB16

SECTION 4. MAINTENANCE OF TRAFFIC ALLOWANCES

The allowable closure hours listed below are typical for projects along the I-405 corridor and are to be used for a general understanding of when lanes can be closed for work. Ultimately, the

Region Traffic Control Office will approve requested closures and hours once MOT plans have been submitted.

Table 3. I-405 Allowable Closures

Closure Type Weekday Weekend

Shoulder Off Peak Off Peak As needed As Needed

Single or dual ETL lane 2100 0500 2100 0500

Single GP lane 2100 0500 2200 0500

Ramp 2200 0500 2200 0500

Full closure 2200 0500 2200 0500

Department of Transportation E1 - 7 Contract No.____

SECTION 5. INSTALLATION AND TESTING PERIOD

The Vendor shall install the Toll Equipment in a way that minimizes disruptions and is in alignment with the MOT Allowances.

The Vendor shall demonstrate through the process of testing that the System provided by the

Vendor complies with the requirements set forth in this Section 5 and its functionality complies with the project requirements and the SDD. Where possible, testing shall be conducted in an

“end-to-end” manner so that results may be tracked through each possible level of the System.

For example, the impact of parameter changes observed in the behavior of the lane systems or results of tests that are conducted in the lanes shall be tracked at the Roadside Management

Host. Testing shall only occur when all aspects of the testing environment are stable.

The Vendor shall provide WSDOT access to test data during all testing activity. This may include transaction data, MOMS output, reports, logs, and/or screenshots. This may also include raw and processed transaction data, MOMS outputs, and reports. WSDOT will arrange for reports of any transmitted test data and images to be processed by the CSC and provide to the Vendor.

See Appendix 3, Appendix 4, and Appendix 5 for more information.

SECTION 6. TRANSITION

See Appendix 3, Appendix 4, and Appendix 5 for more information.

SECTION 7. DECOMISSIONING LEGACY EQUIPMENT

There will be 32 existing Toll Points that will be decommissioned. There will be a blend of single and dual gantry configurations and ages of materials.

The Vendor is responsible for removal, inventory, and disposal of legacy toll equipment and materials in the Toll Zone. Raw materials shall be disposed of. Equipment shall initially be taken to Vendor warehouse and inventoried for WSDOT determination of surplus eligibility. Surplus eligible equipment shall be returned to WSDOT in accordance with Appendix 5, Section 5.3.1.

SECTION 8. OPERATIONS AND MAINTENANCE

After a toll point is installed, the Toll Vendor is responsible for maintaining the equipment. Once the Project reaches Substantial Completion, the Operations and Maintenance phase of the project begins.

Department of Transportation E1 - 8 Contract No.____

The Toll Vendor shall comply with all the maintenance and operations requirements called for the Toll System in accordance with this Section 8 and Appendix 3, Appendix 4, and Appendix 5.

SECTION 9. PROJECT DELIVERABLES

The Toll Vendor shall comply with all the project deliverable requirements called for the Toll

System in accordance with Appendix 3, Appendix 4, and Appendix 5.

End of Document

Exhibit E – SOW 5 – Attachment 2

Department of Transportation E2 - 1 Contract KXXX

SECTION 1. I-405 BTL INFRASTRUCTURE BACKGROUND

1.1 Introduction

The existing toll gantries (monotube structures) and associated infrastructure have been reviewed to determine if they can accommodate additional equipment during the transition to a new toll vendor. The new toll vendor will initially collocate new equipment alongside existing equipment and may eventually utilize existing conduits and cabinets as part of their permanent solution implementation.

1.2 Structural Review

The WSDOT Bridge Inspection Team reviewed the following structures:

Gantry ID Structure Type Length / Span Associated Toll Point(s)

405/13.76HOV RAMPS XDAM014 Bridge 78.83' SB10, SB11, NB01, NB02

405/13.77HOV RAMPS XDAM015 Bridge 79.75' SB10, SB11, NB01, NB02

405/15.59SHOV XDAM009 Cantilever 32.5' SB09

405/15.60NSHOV XJAR014 Bridge 122.5' SB09

405/16.71SNHOV XDAM008 Bridge 146.5' NB03

405/16.70NHOV XJAR049 Cantilever 30.67' NB03

405/17.65SHOV XDAM007 Cantilever 35.17' SB08

405/17.66SHOV XDAM006 Cantilever 34.33' SB08

405/19.73NHOV XJAR056 Cantilever 37.58' NB04

405/19.74N HOV XJAR057 Cantilever 37.5' NB04

405/20.47HOV RAMPS XDAM013 Butterfly 50.25' SB07, NB05

405/20.48HOV RAMPS XDAM012 Butterfly 50.42' SB07, NB05

405/20.79HOV RAMPS XDAM011 Butterfly 50.42' NB06, SB06

405/20.80HOV RAMPS XDAM010 Butterfly 50.25' NB06, SB06

405/21.17SHOV XJAR110 Cantilever 39.5' SB05

405/21.18SHOV XJAR109 Cantilever 39.5' SB05

405/22.12NHOVSHOV XJAR063 Bridge 60' SB04, NB07

405/22.13NSHOV XJAR062 Butterfly 127.5' SB04, NB07

405/25.55SHOV XJAR100 Cantilever 28.33' SB03

405/25.56SHOV XJAR099 Cantilever 26.33' SB03

405/25.92NHOV XJAR072 Cantilever 29.83' NB08

405/25.93NHOV XJAR073 Cantilever 29.75' NB08

405/27.09SHOV XJAR095 Cantilever 26.33' SB02

405/27.10SHOV XJAR094 Cantilever 26.33' SB02

405/28.05NHOV XJAR079 Cantilever 27.5' NB09

Department of Transportation E2 - 2 Contract KXXX

Gantry ID Structure Type Length / Span Associated Toll Point(s)

405/28.06N XJAR080 Bridge 100' NB09

405/28.66SHOV XJAR089 Cantilever 32.33' SB01

405/28.67SHOV XJAR088 Cantilever 32.5' SB01

405/29.18NHOV XJAR083 Cantilever 32.33' NB10

405/29.18SNHOV XJAR086 Bridge 133.17' NB10

The sign bridge inspection reports (dated November 2025) indicate that all structures are in good condition without any notable deterioration or structural concerns identified. Based on the review, all structures appear capable of supporting additional tolling equipment, subject to the following conditions:

• Equipment Size and Weight: The proposed tolling equipment must be similar in size and weight as the existing equipment, and there must be adequate space available to install new equipment.

• Structural Modifications: If there is not enough space on the existing gantry, the toll system vendor may propose adding structural members to support additional equipment. The proposal must include \structural analysis, calculations, and design plans to demonstrate the structural adequacy of both the existing sign bridge and the proposed support system.

• Engineering Requirements: Structural analysis, calculations, and design plans for the proposed tolling support system, including any temporary conditions (e.g. when the new equipment is collocated with the existing one) shall be prepared and stamped by a

Professional Engineer licensed in the State of Washington.

1.3 System Review

Each toll point includes:

• A concrete foundation pad where the toll cabinet and transformer are located.

• Additional reader cabinets attached to the monotube pole.

• Conduit and junction boxes connecting gantries and cabinets as shown in the as-built plans.

Some toll points include additional cabinets for signage systems.

The vendor should protect in place both the toll transformer cabinet and any other cabinets located on the same foundation pad.

The main power supply system (25 kVA transformer) has been inspected by the WSDOT in

November 2025 without significant concerns.

Department of Transportation E2 - 3 Contract KXXX

1.4 Equipment Reuse

Any equipment that has the possibility of reuse will require the new Vendor to inspect and decide if reuse is feasible as part of their solution implementation. The Vendor shall then re-certify the equipment as part of their solution implementation and accept responsibility for integration into their solution.

The following table provides details on the equipment and infrastructure available for the possible reuse or replacement:

Toll Point

MP Toll Cabinet Gantries Gantry type Location of associated cabinets

As-Built ITS Drawings

As-Built Gantry Drawings

SB01 28.51 405tl02868 XJAR089 XJAR088 Cantilever Median TS58 - ST87 ST88

SB02 27.09 405tl02707 XJAR095 XJAR094 Cantilever Median TS52 TSD73 ST77 ST78

SB03 25.48 405tl02551 XJAR100 XJAR099 Cantilever SB, left shldr. TS46 - ST69 ST70

SB04 22.14 405tl02211 XJAR063 XJAR062 Butterfly /

Bridge NB, right shldr. TS33

TSD55

TSD72 ST55 ST56

SB05 21.09 405tl02117 XJAR110 XJAR109 Cantilever SB, left shldr. TS30 - ST45 ST46

SB06 20.81 405tl02079 XDAM011 XDAM010 Butterfly SB, right shldr. TS28 TSD54 ST41 ST42

SB07 20.45 405tl02048 XDAM013 XDAM012 Butterfly SB, right shldr. TS27 TSD54 ST39 ST40

SB08 17.83 405tl01765 XDAM007 XDAM006 Cantilever Median

TS16 &

TS17 ST22 ST23

SB09 15.71 405tl01560 XDAM009 XJAR014 Cantilever /

Bridge SB, right shldr. TS9 TSD52 ST8 ST9

SB10 13.85 405tl01379 XDAM014 XDAM015 Bridge

SB I-405 to EB NE 8th Street loop ramp right shldr. TS2 TSD70 ST3 ST4

SB11 13.85 405tl01380 XDAM014 XDAM015 Bridge

SB I-405 to EB NE 8th Street loop ramp right shldr. TS2 TSD70 ST3 ST4

NB01 13.85 405tl01378 XDAM014 XDAM015 Bridge EB NE 8th Street to NB I- 405 loop ramp right shldr. TS2 TSD70 ST3 ST4

NB02 13.85 405tl01377 XDAM014 XDAM015 Bridge EB NE 8th Street to NB I- 405 loop ramp right shldr. TS2 TSD70 ST3 ST4

NB03 16.56 405tl01671 XDAM008 XJAR049 Cantilever /

Bridge SB, right shldr. TS13 TSD71 ST18 ST19

NB04 19.74 405tl01973 XJAR056 XJAR057 Cantilever Median TS24 ST35 ST36A

NB05 20.45 405tl02047 XDAM013 XDAM012 Butterfly SB, right shldr. TS27 TSD54 ST39 ST40

NB06 20.81 405tl02078 XDAM011 XDAM010 Butterfly SB, right shldr. TS28 TSD54 ST41 ST42

NB07 22.14 405tl02210 XJAR063 XJAR062 Butterfly /

Bridge NB, right shldr. TS33

TSD55

TSD72 ST55 ST56

NB08 25.83 405tl02593 XJAR072 XJAR073 Cantilever Median TS48 - ST72 ST73

NB09 28.05 405tl02804 XJAR080 XJAR079 Cantilever /

Bridge NB, left shldr. TS56 - ST84 ST85

NB10 29.23 405tl02919 XJAR083 XJAR086 Cantilever/

Bridge Median TS60 TSD74 ST91 ST92

Department of Transportation E2 - 4 Contract KXXX

In general, for the gantries Vendor needs to inspect and design any mounting assemblies as per their solution in advance of transition and final placement of equipment. For conduits and junction boxes, Vendor needs to inspect and identify fill factor. For toll cabinets, environmental controls may need replacement.

1.5 Reference Documents >link to be provided<

1.6 As-Built Drawings >link to be provided<

1.7 Structural Reports >link to be provided<

1.8 Electrical Report >link to be provided<

Exhibit E – SOW 5 – Attachment 3

Department of Transportation E3 - 1 Contract No.__

ORT RTS Exhibit E, Attachment 3

I-405 BTL RTS TOLL INFRASTRUCTURE DEMARCATION

Exhibit E – SOW 5 – Attachment 3

Department of Transportation E3 - 2 Contract No.__

Exhibit F

Labor Rates

Exhibit F – Labor Rates

Department of Transportation F -1

Contract No.____

SECTION 1. Labor Rates Table

Ref No.

Position Rate, $/Hour Remarks

1 Project Executive $XX

2 Program Manager $XX

3 Project Manager $XX

4 Coordination Manager $XX

5 Program Quality Manager $XX

6 Design Quality Assurance Manager $XX

Construction Quality Assurance Manager

$XX

8 Materials Approval Engineer $XX

9 Installation Manager $XX

10 Environmental Compliance Manager $XX

11 Software Design Manager $XX

12 Software Engineer $XX

13 Business Analyst $XX

14 Systems Engineer $XX

Network Design and Integration Manager

$XX

16 Electrical Systems Engineer $XX

17 Lead Structural Engineer $XX

18 O&M Manager $XX

19 Senior Maintenance Technician $XX

20 Maintenance Technician $XX

Notes:

• All rates will be fully burdened (reflecting the raw rate, overhead, and mark up). That shall reflect the rate intended for invoicing.

• Annual escalation will be applied separately at a CPI-U variable rate not to exceed 5%.

• These Rates will be used to propose Prices for work packages and other directed work.

• Vendor may use different names for Positions in its internal planning and estimating, as may be noted in the Remarks column.

Exhibit G

Preliminary Coordination for Future Systems

Statement of Work XX

Exhibit G – Preliminary Coordination for Future Systems

Department of Transportation G-1 Contract No.____

STATEMENT OF WORK NO. #

for

Preliminary Coordination for Future Systems

This Statement of Work No. # (SOW) for the Roadway Toll System is made and entered into by and between the Washington State Department of Transportation, an agency of the State of

Washington (WSDOT), and Toll Vendor, licensed to do business in the State of Washington

(Vendor).

SECTION 1. RECITALS

1.1 WSDOT and Vendor are parties to Contract No.____ dated Month Day, Year, for

Roadway Toll Systems Supply, Installation, and Maintenance (Contract).

1.2 The Contract allows WSDOT, at its discretion, to issue Statements of Work under which

Vendor shall supply, install and maintain a Roadway Toll System on a specified roadway.

NOW, THEREFORE, Vendor and WSDOT agree to the following SOW for the Roadway Toll

System:

SECTION 2. DEFINITIONS; PURPOSE; TERM AND CONDITIONS

2.1 Definitions.

All capitalized terms used herein but not defined herein have the respective meanings set forth in the Contract Documents or, if not defined in the Contract Documents or in this SOW, have their ordinary and usual meaning. All section and exhibit references herein are to the sections and exhibits of the Contract, unless otherwise stated.

2.2 Purpose.

The purpose of this SOW No. # is to direct Vendor to conduct preliminary coordination for future systems for the Roadway Toll System (RTS).

2.3 Terms and Conditions.

The terms and conditions applicable to the Work performed under this SOW are set forth in the

Contract Documents and this SOW. In the event of a conflict in the provisions of the Contract

Documents and this SOW, the conflict will be resolved in accordance with the Order of

Precedence as set forth in Contract Section 21.13.

Department of Transportation G-2 Contract No.____

SECTION 3. TERM AND EXTENSIONS

3.1 The term of this SOW shall commence upon signature and end when the contract is terminated.

3.2 Vendor shall not commence Work on the Preliminary Coordination for Future Systems until WSDOT has issued a written Notice to Proceed to Vendor.

3.3 In no event shall the term of this SOW exceed the term of the Contract, or any extensions thereto.

3.4 This SOW may be terminated in accordance with the termination provisions of the

Contract or as mutually agreed in writing between the parties. In any event, this SOW shall terminate concurrently with the termination of the Contract.

SECTION 4. SCOPE OF WORK

4.1 Deliverables

4.1.1 Vendor shall perform preliminary coordination and furnish deliverables as described below, upon WSDOT request, for future roadside toll systems.

4.1.2 Deliverables specifications may be included in the individual Notice to Proceed for each individual Work Package. Deliverables may include, but not limited to, the following:

• Attend meetings/workshops with WSDOT and representatives of the Future Systems projects. Vendor attendance may be in person or on the phone, as approved by WSDOT.

Provide meeting notes with action items identified.

• Conceptual design plans and calculations.

• White papers to evaluate approaches to the system operation, equipment selection, or installation approach.

• Infrastructure requirements for Future Systems (power, comm, conduit, equipment weight, and other factors).

• Provide review comments for meeting notes, reports, plans, or other project related documents provided by others. Including a summary of what aspects were reviewed by each resource (MOT tables, power, conduit, etc.).

4.1.3 Vendor shall provide monthly progress reports to include:

• Summary description of work completed, work planned, and budget remaining.

Department of Transportation G-3 Contract No.____

4.1.4 In addition to the itemized invoice described in Contract Section 4.3.3, Vendor shall provide:

• Description of and supporting documentation, including timesheets, for any work on a time and materials basis.

4.2 Staff Availability

4.2.1 Vendor shall make staff available to perform work directed by this SOW without compromising staff availability required on other SOW’s under this contract.

SECTION 5. COORDINATION

Vendor acknowledges that WSDOT has contractors working on the Preliminary Coordination and Vendor agrees to coordinate and cooperate with WSDOT, WSDOT contractors, consultants, and other vendors, if any, in performing the Work under this SOW and attempt to see that the Work is properly performed on schedule in accordance with Appendix 3.

SECTION 6. INSURANCE

6.1 Vendor shall maintain in full force and effect the insurance required in Contract Section

17.2 for the RTS covered by this SOW.

SECTION 7. PRICE AND PAYMENT TERMS

7.1 Work under this SOW shall not exceed the Price amount of one million dollars and no cents ($1,000,000.00).

7.2 WSDOT shall pay Vendor as identified herein for the Work actually performed by Vendor and for which WSDOT has Approved.

7.3 WSDOT shall pay Vendor for costs incurred for the Preliminary Coordination for Future

Systems in accordance with the unit pricing provided in Exhibit F, Pricing Table for Hourly

Rates, and not to exceed Effort Estimates associated with each Notice to Proceed. The unit pricing in effect at the time the Work Package is issued will remain effective for that Work

Package. Vendor invoices will include broken-down cost detail, separately for individual Notices to Proceed. WSDOT will notify Vendor in writing in advance of Work with a limited Notice to

Proceed associated with each package of upcoming coordination needs. Payment of invoices will indicate successful completion and WSDOT acceptance of deliverables for each Work

Package.

Department of Transportation G-4 Contract No.____

In Witness Whereof, the parties hereto, having read this Contract in its entirety, including all attachments, do agree in each and every particular and have thus set their hands hereunto.

Attachment 1 – Sample Notice to Proceed Letter

Department of Transportation G1-1 Contract No.____

ATTACHMENT 1 – SAMPLE NOTICE TO PROCEED

Vendor Name

Attn: Vendor Staff Name

Vendor Address

RE: Roadway Toll System

WSDOT Contract No. ____

Notice to Proceed – Future Systems Preliminary Coordination Package 1, System X

This letter is Vendor Name official notice to proceed on Contract No.___, the Future

Systems Preliminary Coordination Package 1, System X Work for the Roadway Toll

System, effective Month Day, Year.

The total not-to-exceed amount authorized for the Future Systems Preliminary Coordination Package 1, System X Work is $X,XXX, as detailed in the attached Effort Estimate.

Deliverables specification (Section 4. Deliverables of Exhibit G, Statement of Work No. # –

Future Systems Preliminary Coordination)

Vendor will attend 1-day meeting in-person on Month Day, Year to discuss __________.

Deliverables required for payment of costs incurred for this work include:

• Meeting notes with action items identified

• Draft conceptual designs and calculations

• Monthly Progress reports

• Monthly Invoices

We look forward to working with Vendor Name on this very important Project for Washington

State. Please feel free to contact me at melissa.garr@wsdot.wa.gov if you have any questions or concerns.

Sincerely, Melissa Garr, P.E.

Toll Systems Development Manager Washington State Department of Transportation mailto:melissa.garr@wsdot.wa.gov

Department of Transportation G1-2 Contract No.____

Vendor Name Acknowledgment

Signature Date

(The person signing to acknowledge this letter has accepted responsibility for completion of the work described herein and has the authority to do so.)

MG; mg

CC: Contract No.____

WSDOT Roadway Toll System Preliminary Coordination for Future Systems - NTP Effort Estimate

SAMPLE

Task No. Description Qty Unit

Hourly Rate

Price Subtotal

1-Day Meeting and Meeting Minutes

Project Manager X Hrs $XX $XX

Systems Engineer X Hrs $XX $XX

Software Engineer X Hrs $XX $XX

Conceptual Design and Calcs

Project Manager X Hrs $XX $XX

Invoice and Progress Report

Taxes $XX

Total $XX

Exhibit H

Hypothetical Future Systems

Exhibit H – Hypothetical Future Systems

Department of Transportation H - 1 Contract No.____

Hypothetical Future Systems

SECTION 1. OVERVIEW

Future Systems may later be added to the Project based on future legislative direction and WSDOT toll program development. The Contract will be amended if future Systems are added to the Project.

Vendors agrees to install, operate and maintain RTS on future Toll facilities at Prices determined in negotiation with WSDOT based on this exhibit. If future Systems are added to the Project, the price provided by the Vendor in response to this RFP will be considered a price proposal for purposes to support…