Silverliner-VI-RFP-Change-Matrix-Contract-Addendum-12.pdf

SEPTA Silverliner VI Railcars RFP August 2026

Section November 2025 Version August 2026 Version

Contract WHEREAS, SEPTA needs to acquire, and, if required by the Specifications, have installed, certain equipment hereinafter more fully described and set forth in the Specifications attached hereto and incorporated herein, in connection with an undertaking known as SILVERLINER VI RAIL CARS as set forth in the SCHEDULE A (hereinafter called the "Project");

WHEREAS, SEPTA needs to acquire, and, if required by the Specifications, have installed, certain equipment hereinafter more fully described and set forth in the Specifications attached hereto and incorporated herein, in connection with an undertaking known as SILVERLINER VI RAIL CARS as set forth in the SCHEDULE A Exhibit I (hereinafter called the "Project");

III. The Contract

A. The Contract Documents form the Contract and represent the entire and integrated Contract between the parties and, except for substantial representations made by the Contractor upon which SEPTA was entitled to rely in making the decision to award the Contract to the Contractor, supersede all prior negotiations, representations, or Contracts, either written or oral. The Contract Documents which form the Contract consist of the following:

1. This Contract, including any amendment, modification or change order (as defined in Section XIX) to this Contract mutually agreed to in writing and signed by proper officials of both parties;

2. Section 1 – Instructions and Information for Proposers RFP 25-00300-AMJP

3. Performance Bond, and Maintenance (or Guarantee) Bond;

4. Technical Specification, including any drawings (collectively referred to as the "Specification");

5. Any other attachment or exhibit attached hereto, including but not limited to: Exhibit A – Federal Contract Requirements; Exhibit B – State and Local Contract Requirements; Exhibit C – SEPTA EEO/AA Equal Employment Opportunity Contractual Requirements; and Exhibit D – Certifications;

6. Proposal Documents as follows:

a. Addenda

b. Technical Proposal

A. The Contract Documents form the Contract and represent the entire and integrated Contract between the parties and, except for substantial representations made by the Contractor upon which SEPTA was entitled to rely in making the decision to award the Contract to the Contractor, supersede all prior negotiations, representations, or Contracts, either written or oral. The Contract Documents which form the Contract consist of the following:

1. This Contract, including any amendment, modification or change order (as defined in Section Article XIX) to this Contract mutually agreed to in writing and signed by proper officials of both parties;

2. RFP 25-00300-AMJP Request for Proposal for the Purchase of Silverliner VI Rail Cars , Section 12 – Instructions and Information forto Proposers RFP 25-00300-AMJP

3. Performance Bond, and Maintenance (or Guarantee) Bond;

4. Technical Specification, including any drawings (collectively referred to as the "Specification");

5. Any other attachment or exhibit attached hereto, including but not limited to: Exhibit A – Federal Contract Requirements; Exhibit B – State and Local Contract Requirements; Exhibit C – SEPTA EEO/AA Equal Employment Opportunity Contractual Requirements; and Exhibit D – Buy AmericaCertifications ;

6. Proposal Documents as follows:

a. Addenda

b. Technical Proposal

c. Price Proposal

IV. Contract Standard The term "heavy duty" where used in the Specification to describe a part or component shall be defined to mean "in excess of the usual or normal quantity, quality, or capacity that is supplied or manufactured."

The term "heavy duty" where used in the Specification to describe a part or component shall be defined to mean "in excess of the usual or normal quantity, quality, or capacity that is supplied or manufactured."

IV. Contract Standar N/A The term “days” where used in this Contract shall be defined to mean “calendar days” unless otherwise specified.

VI. Liquidated Damages

A.1. In the event that the Cars to be furnished under the Contract are not furnished and delivered in accordance with the Specifications, on the dateswithin the month identified as set forth in the attached Exhibit II, values per the following Liquidated Damages table shall be paid to SEPTA by the Contractor, or shall be deducted from any amount due to the Contractor by SEPTA, as liquidated damages for every day or part thereof that the performance of the Contract shall remain uncompleted in accordance with the delivery requirements (delivery schedule) as set forth in Exhibit II. The total amount of liquidated damages due to time delay only payable under Articles VI.A and XVII.G shall not exceed 10% of the Contract Sum (“Delay LD Cap”).

A.1. In the event that the Cars to be furnished under the Contract are not furnished and delivered in accordance with the Specifications, on the dateswithin the month identified as set forth in the attached Exhibit II, values per the following Liquidated Damages table shall be paid to SEPTA by the Contractor, or shall be deducted from any amount due to the Contractor by SEPTA, as liquidated damages for every day or part thereof that the performance of the Contract shall remain uncompleted in accordance with the delivery requirements (delivery schedule) as set forth in Exhibit II. The total amount of liquidated damages due to time delay only payable under Articles VI.A and XVII.G shall not exceed 10% of the Contract Sum (“Delay LD Cap”).

Section November 2025 Version August 2026 Version

VI. Liquidated Damages

A.3. In the event of delays which are not subject to Paragraph VII, Delay in Completion Beyond Contractor's Control, in delivery of certain items other than the railcars, namely: both the approved drafts and the final completed versions of the Operator’s Manual, Running Maintenance Manual, Heavy Repair Manual, Engineering Data Book, Illustrated Parts Catalog, Maintenance Parts Price List, the completion of the Education Program (other than the overhaul modules), Spare Parts, and Portable Test Equipment, all Bench Test Equipment, the Air Brake Test Rack, and all computer Software and Special Test Equipment Manuals beyond the dates and schedule specified in the Contract Documents, SEPTA shall assess liquidated damages in the amount of $ 100.00 per calendar day for each of the above listed item or service not delivered or accomplished.

A.3. In the event of delays which are not subject to Paragraph Article VII, Delay in Completion Beyond Contractor's Control, in delivery of certain items other than the railcars, namely:

a. Milestone 6.0 Delivery and Approval of Draft Technical Manuals

b. Milestone 11.0 Completion of Delivery of Capital Spare Parts

c. Milestone 12.0 Delivery and Approval of Final Manuals

d. Milestone 13.0 Completion of Delivery of Special Tools

e. Milestone 16.0 Completion of Delivery of Bench Test Equipment

f. Milestone 18.0 Successful Fulfillment and Completion of All Training Classes both the approved drafts and the final completed versions of the Operator’s Manual, Running Maintenance Manual, Heavy Repair Manual, Engineering Data Book, Illustrated Parts Catalog, Maintenance Parts Price List, the completion of the Education Program (other than the overhaul modules), Spare Parts, and Portable Test Equipment, all Bench Test Equipment, the Air Brake Test Rack, and all computer Software and Special Test Equipment Manuals beyond the dates and schedule specified in the Contract Documents, A. 4. SEPTA shall assess liquidated damages in the amount of $ 100.00 per calendar day for each of the above listed item or service not delivered or accomplished.

VI. Liquidated Damages

B.1 Married Pair Weight in excess of the AW0 target, 1 to 1000 lbs overweight Married Pair Weight in excess of the AW0 target, 1001+ lbs overweight, applied marginally (ex: the 1001st pound per car incurs $26, not $39)

B.1 Married Pair Weight in excess of the AW0 target, 1 up to 1000 lbs overweight Married Pair Weight in excess of the AW0 target, greater than 1000 1+ lbs overweight, applied marginally (ex: the 1001st pound per car incurs $26, not $39)

VI. Liquidated Damages C.2 Net Wh consumed while operating in excess 3.1125 kWh/mile averaged per car Net kW consumed by auxiliary loads in excess of 45.895 kW per car

C.2 Net Wh consumed while operating in excess of the proposed energy consumption prediction 3.1125 kWh/mile averaged per car Net kW consumed by auxiliary loads in excess of 45.895 kW per car the proposed energy consumption prediction per car

VI. Liquidated Damages

D. Reliability, Availability, and Maintainability In the event that the Cars to be furnished under the Contract are not furnished and delivered in accordance with the Specifications and fail to meet reliability, availability, and maintainability requirements identified in Exhibit IV, values per the following Liquidated Damages table shall be paid to SEPTA by the Contractor, or shall be deducted from any amount due to the Contractor by SEPTA, as liquidated damages for failure to meet reliability, availability, and maintainability requirements.

D. Reliability, Availability, and Maintainability In the event that the Cars to be furnished under the Contract are not furnished and delivered in accordance with the Specifications and fail to meet reliability, availability, and maintainability requirements identified in Exhibit IV, values per the following Liquidated Damages table shall be paid to SEPTA by the Contractor, or shall be deducted from any amount due to the Contractor by SEPTA, as liquidated damages for failure to meet reliability, availability, and maintainability requirements.

VI. Liquidated Damages E. Limitation on Liquidated Damages The total amount of liquidated damages payable under Articles VI subparagraphs B through D shall not exceed 10% of the Contract Sum (“Functional LD Cap”).

E. Limitation on Liquidated Damages

1. The total amount of liquidated damages due to time delay only payable under Paragraph VI.A and Paragraph XVII.G shall not exceed 10% of the Contract Sum (“Delay LD Cap”).

2. The total amount of liquidated damages payable under Articles Paragraph VIsubparagraphs B through D and VI.C shall not exceed 10% of the Contract Sum (“Delay Functional LD Cap”).

VIII. Extension of Time, Not Waiver of Timely Performance

A. Any extension of time granted by SEPTA pursuant to Paragraph VII above shall operate only to mitigate liquidated damages contained in Paragraph VI, no such extension of time shall be deemed a waiver by SEPTA of its right to terminate the Contract for delay by the Contractor, nor shall such extension relieve the Contractor from full responsibility for performance of its obligations hereunder.

B. If the Contractor desires to apply for an extension of time pursuant to Paragraph VII above, the Contractor shall notify SEPTA in writing within fourteen (14) days after becoming aware of the possibility of delay and any reasons for the delay and its estimated duration.

A. Any extension of time granted by SEPTA pursuant to Paragraph Article VII above shall operate only to mitigate liquidated damages contained in Paragraph Article VI, no such extension of time shall be deemed a waiver by SEPTA of its right to terminate the Contract for delay by the Contractor, nor shall such extension relieve the Contractor from full responsibility for performance of its obligations hereunder.

B. If the Contractor desires to apply for an extension of time pursuant to Paragraph Article VII above, the Contractor shall notify SEPTA in writing within fourteen (14) days after becoming aware of the possibility of delay and include any reasons for the delay, and its estimated duration, the effect or the anticipated effect of such delay on the Contractor’s obligations herein, and a description of the steps that the Contractor has taken and proposes to take in order to mitigate the effects of the delay.

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IX. Inspection

A. Definition. “Material and/or Equipment” or “Cars” as used in this paragraph, includes but is not limited to raw materials, components, intermediate assemblies, end products and supplies.

B. The Contractor shall provide and maintain an inspection system acceptable to SEPTA covering Material and/or Equipment under the Contract and shall tender to SEPTA for acceptance only Material and/or Equipment that has been inspected in accordance with the inspection system and has been found by the Contractor to be in conformity with Contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to SEPTA. SEPTA, or its agents, may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragraph. These reviews and evaluations shall be conducted in a manner that will not unduly delay the Contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the Contract.

A. Definition. “Material and/or Equipment” or “Cars” as used in this paragrapharticle , includes but is not limited to raw materials, components, intermediate assemblies, end products and supplies.

B. The Contractor shall provide and maintain an inspection system acceptable to SEPTA covering Material and/or Equipment under the Contract and shall tender to SEPTA for acceptance only Material and/or Equipment that has been inspected in accordance with the inspection system and has been found by the Contractor to be in conformity with Contract requirements. As part of the system, the Contractor shall prepare records evidencing all inspections made under the system and the outcome. These records shall be kept complete and made available to SEPTA.

SEPTA, or its agents, may perform reviews and evaluations as reasonably necessary to ascertain compliance with this paragrapharticle. These reviews and evaluations shall be conducted in a manner that will not unduly delay the Contract work. The right of review, whether exercised or not, does not relieve the Contractor of the obligations under the Contract.

IX. Inspection

H. In the event the Contractor fails to promptly remove, replace, or correct rejected Material and/or Equipment that is required to be removed or to be replaced or corrected, SEPTA may either (1) by contract or otherwise, remove, replace, or correct the Material and/or Equipment and charge the cost to the Contractor; or (2) terminate the Contract for default. Unless the Contractor corrects or replaces the Material and/or Equipment within the delivery schedule SEPTA may require their delivery and make an equitable price reduction in accordance with Paragraph XIX, Changes.

H. In the event the Contractor fails to promptly remove, replace, or correct rejected Material and/or Equipment that is required to be removed or to be replaced or corrected, SEPTA may either (1) by contract or otherwise, remove, replace, or correct the Material and/or Equipment and charge the cost to the Contractor; or (2) terminate the Contract for default. Unless the Contractor corrects or replaces the Material and/or Equipment within the delivery schedule SEPTA may require their delivery and make an equitable price reduction in accordance with Paragraph Article XIX, Changes.

IX. Inspection

I. In the event the Contract provides for the performance of SEPTA quality assurance at the source, and if requested by SEPTA, the Contractor shall furnish advance notification of the time (i) when Contractor inspection or tests will be performed in accordance with the terms and conditions of the Contract and (ii) when the Material and/or Equipment will be ready for SEPTA inspection. SEPTA's request shall specify the period and method of the advance notification and the SEPTA representative to whom it shall be furnished. Requests shall not require more than two (2) workdays of advance notification if a SEPTA representative is in residence in the Contractor's plant, nor more than seven (7) workdays in other instances.

I. In the event the Contract provides for the performance of SEPTA quality assurance at the source, and if requested by SEPTA, the Contractor shall furnish advance notification of the time (i) when Contractor inspection or tests will be performed in accordance with the terms and conditions of the Contract and (ii) when the Material and/or Equipment will be ready for SEPTA inspection. SEPTA's request shall specify the period and method of the advance notification and the SEPTA representative to whom it shall be furnished. Requests shall not require more than two

(2) workdays of advance notification if a SEPTA representative is in residence in the Contractor's plant, nor more than seven (7) workdays in other instances.

IX. Inspection

A. If acceptance is not conclusive for any of the reasons in Paragraph K above, SEPTA, in addition to any other rights and remedies provided by law, or under other provisions of the Contract, shall have the right to require the Contractor (1) at no increase in Contract Sum, to correct or replace the defective or nonconforming Material and/or Equipment at the original point of delivery or at the Contractor's plant at SEPTA's election, and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and SEPTA; provided, that SEPTA may require a reduction in the contract price if the Contractor fails to meet such delivery schedule, or (2) within a reasonable time after receipt by the Contractor of notice of defects or nonconformance, to repay such portion of the Contract as is equitable under the circumstances if the Contract Administrator elects not to require correction or replacement.

A. If acceptance is not conclusive for any of the reasons in Paragraph IX. K above, SEPTA, in addition to any other rights and remedies provided by law, or under other provisions of the Contract, shall have the right to require the Contractor (1) at no increase in Contract Sum, to correct or replace the defective or nonconforming Material and/or Equipment at the original point of delivery or at the Contractor's plant at SEPTA's election, and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and SEPTA; provided, that SEPTA may require a reduction in the contract price if the Contractor fails to meet such delivery schedule, or (2) within a reasonable time after receipt by the Contractor of notice of defects or nonconformance, to repay such portion of the Contract as is equitable under the circumstances if the Contract Administrator elects not to require correction or replacement.

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X. Delivery

B.1. Contractor Certification that it has found the car to be in conformity with Contract requirements except:

a. Requirements evaluated by testing after Delivery

b. Specific open items identified on the Certificate of In-Plant Inspection and Release for Shipment

c. Specific open items identified through Inspection and recorded via the system maintained by the Contractor as described in Paragraph IX B.2. Contractor’s plan for remedying open items that prevent acceptance testing within the time limit for beginning testing identified in Paragraph XII B.3. Car History Book travelling with the car as required by Exhibit IV TS 25.18

B.1. Contractor Certification that it has found the car to be in conformity with Contract requirements except:

a. Requirements evaluated by testing after Delivery

b. Specific open items identified on the Certificate of In-Plant Inspection and Release for Shipment

c. Specific open items identified through Inspection and recorded via the system maintained by the Contractor as described in Paragraph Article IX B.2. Contractor’s plan for remedying open items that prevent acceptance testing within the time limit for beginning testing identified in Paragraph Article XII B.3. Car History Book travelling with the car as required by Exhibit IV TS 25.18Section 25

XI. Risk of Loss

A. All risk of loss or damage to the Cars or any part thereof, prior to delivery and acceptance by SEPTA shall be borne by the Contractor. The Contractor shall pay all transportation and unloading costs to the designated delivery site and shall provide and pay for all insurance as outlined in Paragraph XXII "Insurance" of the Contract. Risk of loss will be passed to SEPTA at the time of delivery and acceptance of each Rail Car by SEPTA.

A. All risk of loss or damage to the Cars or any part thereof, prior to delivery and acceptance by SEPTA shall be borne by the Contractor. The Contractor shall pay all transportation and unloading costs to the designated delivery site and shall provide and pay for all insurance as outlined in Paragraph Article XXII "Insurance" of the Contract.

Risk of loss will be passed to SEPTA at the time of delivery and acceptance of each Rail Car by SEPTA.

XII. Acceptance

A. Within fifteen (15) calendar days after arrival at the designated point of delivery and being placed by the Contractor in a ready-to-run condition, the Cars shall undergo tests as defined in the Specifications. If a Car passes these tests, the Car shall receive final written acceptance by SEPTA on the fifteenth calendar day after completion of testing, except that SEPTA reserves the right to accept the Car earlier if SEPTA notifies the Contractor in writing of early acceptance or places the Car in revenue service. If a Car fails these tests, SEPTA shall notify the Contractor that the Car shall not be accepted until the repair procedures defined in Paragraph XII.B have been carried out and the Car has been retested and subsequently passes all required tests to SEPTA's satisfaction. Similar procedures shall be followed for items of non-acceptance for Material and/or Equipment other than the Cars.

A. Within fifteen (15) calendar days after arrival at the designated point of delivery and being placed by the Contractor in a ready-to-run condition, the Cars shall undergo tests as defined in the Specifications. If a Car passes these tests, the Car shall receive final written acceptance by SEPTA on the fifteenth calendar day after completion of testing, except that SEPTA reserves the right to accept the Car earlier if SEPTA notifies the Contractor in writing of early acceptance or places the Car in revenue service. If a Car fails these tests, SEPTA shall notify the Contractor that the Car shall not be accepted until the repair procedures defined in Paragraph XII.B.D have been carried out and the Car has been retested and subsequently passes all required tests to SEPTA's satisfaction.

Similar procedures shall be followed for items of non-acceptance for Material and/or Equipment other than the Cars.

XIII. Payment

B. Unless otherwise agreed, the Contractor shall submit only one invoice per month, excluding any corrected invoices. All payments require written approval of the Project Manager, and in addition any progress payments involving Car assembly at the Contractor’s plant require written approval by the SEPTA Resident Inspector. All invoices shall be accompanied with appropriate back-up material to document the discrete deliverables and to substantiate the work for which progress payment is requested have been achieved and document that costs have been incurred. The Contractor shall submit invoices within 30 days of the completion of the deliverable associated with the progress payment. In the event that an invoice is submitted late, SEPTA reserves the right to consider the invoice date as the date of deliverable completion with respect to Economic Price Adjustment in

XIII.B.

B. Unless otherwise agreed, the Contractor shall submit only one invoice per month, excluding any corrected invoices. Multiple payment milestones are permitted within the same invoice provided each is itemized. All payments require written approval of the Project Manager, and in addition any progress payments involving Car assembly at the Contractor’s plant require written approval by the SEPTA Resident Inspector. All invoices shall be accompanied with appropriate back-up material to document the discrete deliverables and to substantiate the work for which progress payment is requested have been achieved and document that costs have been incurred.

The Contractor shall submit invoices within 30 days of the completion of the deliverable associated with the progress payment. In the event that an invoice is submitted late, SEPTA reserves the right to consider the invoice date as the date of deliverable completion with respect to Economic Price Adjustment in Paragraph XIII.BE .

XIII. Payment

C. The unit price for the base order married pair purchased, as set forth in Exhibit I, shall be adjusted as outlined in XIII.B.

D. Refer to XX.C regarding additional payment security, if required, and XXX.B regarding SEPTA Audit Rights.

C. The unit price for the base order married pair purchased, as set forth in Exhibit I, shall be adjusted as outlined in Paragraph XIII.E B.

D. Refer to Paragraph XX.C regarding additional payment security, if required, and Paragraph XXX.B regarding SEPTA Audit Rights.

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XIII. Payment

E. Economic Price Adjustment

1. Definitions:

a. Base Month as used in this section means the month prior to the submission of the later of Contractor’s Proposal or Contractor’s BAFO.

b. Escalated Month used in this section means:

i. For progress payments related to release of shipment of each production car/pair, the month three months prior to the release for shipment of each production cars/pair.

ii. For all other progress payments, the month three months prior to the invoice date.

c. Base Price as used in this section means payment in the progress payment schedule, specifically the amount as of Notice to Proceed.

d. Adjusted Price as used in this section means Base Price with the Economic Adjustment included via addition or subtraction.

E. Economic Price Adjustment

1. Definitions:

a. Base Month as used in this section article means the month prior to the submission of the later of Contractor’s Proposal or Contractor’s BAFO.

b. Escalated Month used in this section means:

i. For progress payments related to release of shipment of each production car/pair, the month three months prior to the release for shipment of each production cars/pair.

ii. For all other progress payments, the month three months prior to the invoice date.

c. Base Price as used in this section article means payment in the progress payment schedule, specifically the amount as of Notice to Proceed.

d. Adjusted Price as used in this section article means Base Price with the Economic Adjustment included via addition or subtraction.

XIII. Payment

2. The Base Price for each progress payment related to line 1A through 1C of the price form shall be escalated or deescalated as follows:

a. Only progress payments associated with material delivery to SEPTA are subject to Economic Price Adjustment. As identified in Exhibit II, the following progress payments are applicable: 8.1, 9.1, 9.2, 19.3, and all progress payments beginning with 10, 11, 13, and 16.

b. Change Orders are not subject to Economic Price Adjustment.

2. The Base Price for each progress payment related to line 1A through 1C of the price form shall be escalated or deescalated as follows:

a. Only progress payments associated with material delivery to SEPTA are subject to Economic Price Adjustment.

As identified in Exhibit II, the following progress payments are applicable: 8.1.1 , 9.1.1 , 9.2, 19.3.1 , and all progress payments beginning with 10, 11, 13, and 16.

b. Change Orders are not subject to Economic Price Adjustment; however, the cost of the Change Order may include costs associated with projected escalation .

XIII. Payment

I. SEPTA shall have the right to withhold all or part of a payment to the extent deemed necessary by SEPTA to protect SEPTA from loss because of:

1. Nonconforming Material and/or Equipment not corrected as required by Paragraph IX;

2. Inconclusive Acceptance as stated in Paragraph IX;

I. SEPTA shall have the right to withhold all or part of a payment to the extent deemed necessary by SEPTA to protect SEPTA from loss because of:

1. Nonconforming Material and/or Equipment not corrected as required by Paragraph Article IX;

2. Inconclusive Acceptance as stated in Paragraph Article IX;

XIII. Payment

J. SEPTA shall have the right to withhold all or part of a payment to the extent deemed necessary by SEPTA due to failure of the Contractor to comply with the requirements of Exhibit II TS 25.5.2, Master Program Schedule. Failure to provide baseline, monthly updates, or revised schedules in accordance with that section shall be sufficient cause to withhold payments until such delinquent submittal is made and accepted by SEPTA.

J. SEPTA shall have the right to withhold all or part of a payment to the extent deemed necessary by SEPTA due to failure of the Contractor to comply with the requirements of Exhibit IV I TS Section 25.5.2, Master Program Schedule. Failure to provide baseline, monthly updates, or revised schedules in accordance with that section shall be sufficient cause to withhold payments until such delinquent submittal is made and accepted by SEPTA.

XIV. Assignment of Rights:

Delegation of Duties

E. For purposes of Paragraph XIV, a change in control of Contractor, however effected, including by operation of law, shall be deemed to be a transfer or delegation of this Contract. For the purposes of this Paragraph, the term “control” shall mean the possession of the power to direct or cause the direction of the management and policies of Contractor, whether through ownership of voting securities, by contract or otherwise. The change in control provisions of this Paragraph, however, shall not apply if the Contractor is a corporation, the outstanding voting stock of which is listed on a national securities exchange or actively over-the-counter.

E. For purposes of Paragraph Article XIV, a change in control of Contractor, however effected, including by operation of law, shall be deemed to be a transfer or delegation of this Contract. For the purposes of this Article XIV Paragraph, the term “control” shall mean the possession of the power to direct or cause the direction of the management and policies of Contractor, whether through ownership of voting securities, by contract or otherwise.

The change in control provisions of this Article XIV Paragraph, however, shall not apply if the Contractor is a corporation, the outstanding voting stock of which is listed on a national securities exchange or actively over-the-counter.

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XV. Termination For Cause

A. If the Contractor fails to make delivery of acceptable Material and/or Equipment or to perform the services within the time specified or any extension thereof and/or fails to remedy or does not take reasonable diligent steps towards remedy, to SEPTA’s satisfaction, the material breach or default of any of the terms, covenants, or conditions of this Contract within thirty (30) calendar days after receipt by Contractor of written notice from SEPTA setting forth the nature of said material breach or default, SEPTA shall have the right to terminate the Contract without any further obligation to Contractor other than payment for work satisfactorily performed. Any termination for cause shall not in any way operate to preclude SEPTA from also pursuing all available remedies against Contractor and its guarantors and/or sureties for said material breach or default, including recovery of any additional costs incurred by SEPTA in obtaining replacement Material and/or Equipment and services.

A. If the Contractor fails to make delivery of acceptable Material and/or Equipment or to perform the services within the time specified or any extension thereof and/or fails to remedy or does not take reasonable diligent steps towards remedy, to SEPTA’s satisfaction, the material breach or default of any of the terms, covenants, or conditions of this Contract within thirty (30) calendar days after receipt by Contractor of written notice from SEPTA setting forth the nature of said material breach or default, SEPTA shall have the right to terminate the Contract without any further obligation to Contractor other than payment for work satisfactorily performed. Any termination for cause shall not in any way operate to preclude SEPTA from also pursuing all available remedies against Contractor and its guarantors and/or sureties for said material breach or default, including recovery of any additional costs incurred by SEPTA in obtaining replacement Material and/or Equipment and services.

A. Default Event. A "Default Event" means the Contractor's material breach of any requirement herein. In addition to any event that the Project Manager determines to be a material breach of this Contract, the following events constitute a material breach of this Contract: (i) the Contractor has failed to begin the Work, the Contractor's performance of any Work has been unnecessarily or unreasonably delayed, or the Contractor has abandoned the Work; (ii) the Contractor has willfully violated any requirement herein or has not executed the same in good faith; (iii) the Contractor or the Guarantor has become insolvent (other than by reason of bankruptcy), or has assigned the proceeds of this Contract for the benefit of creditors, or taken advantage of any insolvency statute or debtor or creditor law or if its property or affairs have been put in the hands of a receiver; (iv) the Contractor has failed to obtain an approval required herein; (v) the Contractor has failed to provide the Authority the required insurances; (vi) either (a) the Contractor, a Contractor director, officer, principal, managerial employee, or owner of a ten percent (10%) or more interest in the Contractor, is convicted of a crime involving a public contract; or (b) significant concerns about the Contractor's integrity are raised based upon an evaluation of the events underlying any other determination, or an indictment or other allegation, that the Contractor or the Contractor's director, officer, principal, managerial employee, or owner of a ten percent (10%) or more interest in the Contractor, is involved in a criminal or other unlawful activity; or

(vii) any event identified herein as a Default Event.

XV. Termination For Cause N/A

B. Notice of Default; Opportunity to Cure. If a Default Event occurs, then the Authority shall have the right to notify the Contractor of the Default Event (each, a "Default Notice"). The Default Notice shall specify the basis for such default. The Contractor shall submit to the Authority a written plan to remedy such Default Event (each, a "Remedial Plan") within fourteen (14) days of the Contractor receiving the Default Notice. If the Contractor fails to timely submit a Remedial Plan to the Authority, then the Authority shall have the right to immediately terminate the Contract for cause by providing the Contractor with written notice of such termination.

1. Remedial Plan Content. The Remedial Plan shall include: (i) an explanation of the reasons for the Default Event; (ii) the remedial steps the Contractor proposes to cure such Default Event; and (iii) the schedule within which the Contractor shall implement such remedial steps. The Remedial Plan must take into consideration all of the Authority's operational needs, including preserving the Delivery Schedule to the greatest extent possible, completing the Work, and avoiding unnecessary delays.

2. Authority Review of Remedial Plan. The Authority shall review the submitted Remedial Plan within a reasonable time after receipt, and notify the Contractor whether the Authority accepts or rejects the Remedial Plan. If the Authority accepts the Remedial Plan, then it shall notify the Contractor of such acceptance in writing (each, a "Remedial Plan Acceptance Notice"), and the Contractor shall immediately implement the accepted Remedial Plan. If the Authority rejects the Remedial Plan, then the Authority shall have the right to either: (i) terminate the Contract for cause by providing the Contractor with written notice of such termination;

or (ii) notify the Contractor of its rejection, identify deficiencies in the Remedial Plan, and provide a time limit within which the Contractor can submit a revised Remedial Plan to the Authority for further review pursuant to this Paragraph XV.B.2.

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XV. Termination For Cause N/A

B.3. Effect of Remedial Plan Completion. If the Contractor completes the Remedial Plan requirements and the Authority determines that the Default Event identified in the Default Notice has been sufficiently cured, then the Authority shall rescind the Default Notice in writing. The Authority shall have the right to terminate the Contract for cause by providing the Contractor with written notice of termination if: (i) the Authority determines that the Contractor is failing to diligently perform the requirements included in the Authority-accepted Remedial Plan; (ii) the Authority determines that the Default Event has not been sufficiently cured after the Contractor has completed the Remedial Plan requirements; or (iii) the Contractor has failed to complete the Remedial Plan within the schedule set out in the Authority-accepted Remedial Plan.

B.4. Obligation to Perform Pending Termination. The Authority's notice of termination of the Contract shall specify the date of termination and the Contractor shall immediately discontinue all Work upon receipt of such notice, unless otherwise the Authority directs otherwise in writing.

XV. Termination For Cause N/A

C. Default Event Remedies. In addition to the Authority's rights available at law, in equity, or as otherwise set out herein, upon the Contractor's default, the Authority shall have the right, at the Contractor's sole cost and expense, to either complete the Work with its own forces or those of a third party.

1. Contractor Liability for Default Event. The Contractor acknowledges and agrees that: (i) the Contractor shall be liable for all damages resulting from any Default Event, including the difference between the Gross Contract Price and the amount that the Authority actually expends to complete the Work; (ii) the Contractor shall also remain liable for any other liabilities and claims related to the Contract; and (iii) the Authority shall have the right to deduct all such damages from monies due to the Contractor.

2. Retroactive Determination of Default Event. If the Authority terminates this Contract due to a Default Event that is subsequently determined not to be a Default Event, then both: (i) any such termination shall be deemed for all purposes to have been a Termination for Convenience; and (ii) the Contractor agrees that it shall not be entitled to any consideration, damages, or expenses of any kind other those expressly permitted pursuant to Article XVI in connection with any such termination.

XV. Termination For Cause B. In the event that SEPTA elects to waive its remedies for any breach by the Contractor of any covenant, term or condition of the Contract, such waiver by SEPTA shall not limit SEPTA's remedies for any succeeding breach of that or of any other term, covenant, or condition of the Contract.

BD . In the event that SEPTA elects to waive its remedies for any breach by the Contractor of any covenant, term or condition of the Contract, such waiver by SEPTA shall not limit SEPTA's remedies for any succeeding breach of that or of any other term, covenant, or condition of the Contract.

XVII. Warranties

A. Definitions:

1. "Acceptance" as used in this Paragraph XVII, means the act of an authorized representative of SEPTA by which SEPTA assumes ownership of existing and identified Material and/or Equipment, or approves specific services rendered, as partial or complete performance of the Contract.

2. "Correction" as used in this paragraph, means the elimination of a defect.

3. "Defect" as used in this paragraph, means any condition or characteristic in any Material and/or Equipment or services furnished by the Contractor under the Contract that is not in compliance with the requirements of the Contract.

A. Definitions:

1. "Acceptance" as used in this Paragraph Article XVII, means the act of an authorized representative of SEPTA by which SEPTA assumes ownership of existing and identified Material and/or Equipment, or approves specific services rendered, as partial or complete performance of the Contract.

2. "Correction" as used in this Article XVII paragraph, means the elimination of a defect.

3. "Defect" as used in this Article XVII paragraph, means any condition or characteristic in any Material and/or Equipment or services furnished by the Contractor under the Contract that is not in compliance with the requirements of the Contract.

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XVII. Warranties

E. Material and/or Workmanship: In addition to all warranties implied by law or required by the Specifications, the Contractor expressly warrants all Material and/or Equipment, and installation thereof, against any defect in design, material or workmanship which may be discovered by SEPTA within the periods specified below from the date of the Certificate of Acceptance, or Conditional Acceptance for each individual Car or item of Material and/or Equipment. The Contractor shall make any necessary repairs to and any replacements of all or parts of the Cars, and installation thereof, including the cost of all labor and materials, during the periods specified below, and in the Specification at no additional cost to SEPTA. Acceptance of repair or replacement is conditioned upon SEPTA’s final determination that said Material and/or Equipment, as installed if required by the Contract Documents, conforms to the requirements of the Contract and Contractor’s submittals and designs.

Refer to Paragraph XX Contract Security for requirements for furnishing the Maintenance (or Warranty)Bond. The warranty periods shall be as follows:

E. Material and/or Workmanship: In addition to all warranties implied by law or required by the Specifications, the Contractor expressly warrants all Material and/or Equipment, and installation thereof, against any defect in design, material or workmanship which may be discovered by SEPTA within the periods specified below from the date of the Certificate of Acceptance, or Conditional Acceptance for each individual Car or item of Material and/or Equipment. The Contractor shall make any necessary repairs to and any replacements of all or parts of the Cars, and installation thereof, including the cost of all labor and materials, during the periods specified below, and in the Specification at no additional cost to SEPTA. Acceptance of repair or replacement is conditioned upon SEPTA’s final determination that said Material and/or Equipment, as installed if required by the Contract Documents, conforms to the requirements of the Contract and Contractor’s submittals and designs.

Refer to Paragraph Article XX Contract Security for requirements for furnishing the Maintenance (or Warranty)Bond. The warranty periods shall be as follows:

XVII. Warranties

E. 8. Reliability: Certain rail vehicle components have reliability requirements which must be achieved, or component redesign is required, in accordance with Specification Section 21; However, in no case shall the warranty expire for any subsystem of the Cars prior to the successful completion of Reliability Demonstration Testing for that major subsystem, as described in the Specification.

E. 8. Reliability: Certain rail vehicle components have reliability requirements which must be achieved, or component redesign is required, in accordance with Exhibit IV Specification Section 21; h However, in no case shall the warranty expire for any subsystem of the Cars prior to the successful completion of Reliability Demonstration Testing for that major subsystem, as described in the Specification.

XVII. Warranties

G. Excessive Numbers of Operational Failures (Fleet Defects): In the event that, after 10 Married Pairs are accepted, during the warranty period specific repairs, replacements or modifications necessitated by defects in design, material or workmanship of the same kind or type are required, SEPTA may declare a fleet defect if any of the following occur: (a) failures of the same component in the same application exceeds a failure rate of twenty (20) percent during any period of twelve (12) consecutive months based on the average number of such components in service during such twelve month period or (b) major systems of the Cars have failed the Reliability requirements of Specification Section 21, or (c) a failure analysis of a component, system or subsystem defines a systemic and/or manufacturing problem, the Contractor shall develop a plan to rectify regardless of the failure rate percentage or Reliability Requirements of Specification Section 21, except if the failure is caused by acts of neglect by SEPTA or any third party subcontractor by SEPTA.

G. Excessive Numbers of Operational Failures (Fleet Defects): In the event that, after 10 Married Pairs are accepted, during the warranty period specific repairs, replacements or modifications necessitated by defects in design, material or workmanship of the same kind or type are required, SEPTA may declare a fleet defect if any of the following occur: (a) failures of the same component in the same application exceeds a failure rate of twenty

(20) percent during any period of twelve (12) consecutive months based on the average number of such components in service during such twelve month period or (b) major systems of the Cars have failed the Reliability requirements of Exhibit IV Specification Section 21, or (c) a failure analysis of a component, system or subsystem defines a systemic and/or manufacturing problem, the Contractor shall develop a plan to rectify regardless of the failure rate percentage or Reliability Requirements of Exhibit IV Specification Section 21, except if the failure is caused by acts of neglect by SEPTA or any third party subcontractor by SEPTA.

XVII. Warranties

H. Warranty Extension: In the event during the warranty period that repairs and/or modifications on all or any Car, made necessary by defective design, material or workmanship, are not permanent or completed due to lack of material or inability to provide the proper repair by the Contractor, the warranty period for all parts and materials on such Car or Material and/or Equipment will be extended by the amount of time the Cars or Material and/or Equipment are not in operation in regular service due to lack of Contractor material or inability to provide the proper repair, as determined by SEPTA.

In the event a fleet wide retrofit is required due to defects in design, material or workmanship of a component or an assembly under warranty, or of failure to achieve the reliability requirements of Specification Section 21, the warranty on such a component or an assembly after completion of retrofit shall be extended a 1 year on a per unit or assembly basis beyond the limits specified in this Contract.

H. Warranty Extension: In the event during the warranty period that repairs and/or modifications on all or any Car, made necessary by defective design, material or workmanship, are not permanent or completed due to lack of material or inability to provide the proper repair by the Contractor, the warranty period for all parts and materials on such Car or Material and/or Equipment will be extended by the amount of time the Cars or Material and/or Equipment are not in operation in regular service due to lack of Contractor material or inability to provide the proper repair, as determined by SEPTA.

In the event a fleet wide retrofit is required due to defects in design, material or workmanship of a component or an assembly under warranty, or of failure to achieve the reliability requirements of Exhibit IV Specification Section 21, the warranty on such a component or an assembly after completion of retrofit shall be extended a 1 year on a per unit or assembly basis beyond the limits specified in this Contract.

XVII. Warranties

K. The Contractor shall promptly comply with any timely written reasonable direction from SEPTA to correct a defect, at no increase in the Contract Sum. The Contractor shall also prepare and furnish to SEPTA any data and reports applicable to any correction required under this Paragraph (including revision and updating of all other affected data called for under the Contract) at no increase in the Contract Sum.

K. The Contractor shall promptly comply with any timely written reasonable direction from SEPTA to correct a defect, at no increase in the Contract Sum. The Contractor shall also prepare and furnish to SEPTA any data and reports applicable to any correction required under this Paragraph Article (including revision and updating of all other affected data called for under the Contract) at no increase in the Contract Sum.

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XVII. Warranties

L. Remedies Available to SEPTA: The rights and remedies of SEPTA provided in this Paragraph shall not be affected in any way by any terms or conditions of the Contract concerning the conclusiveness of inspection and acceptance; and are in addition to and do not limit any rights afforded to SEPTA by any other Paragraph of the Contract.

Within 30 calendar days after receipt of the Contractor's recommendations, including a schedule, for corrective action and adequate supporting information, SEPTA, at its sole discretion, shall give the Contractor written notice not to correct any defect, or to correct or partially correct any defect within a reasonable time at either Contractor's facility or at a SEPTA provided location, as determined by

SEPTA.

In no event…