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Rhode Island Turnpike and Bridge Authority Request for Proposal ­ Version 2.0

TABLE OF CONTENTS

TABLE OF CONTENTS ................................................................................................. ii TABLE OF FIGURES..................................................................................................... xi TABLE OF TABLES....................................................................................................... xi 1. 2. DEFINITIONS AND TERMS................................................................................ 12 1.1 Abbreviations .................................................................................................. 12 INSTRUCTIONS TO PROPOSERS..................................................................... 17 2.1 Submission of Proposal................................................................................... 17 2.2 Preparation Costs............................................................................................ 18 2.3 Plans, Specifications, Special Provisions, and Site of Work ....................... 18 2.4 Contact Details ................................................................................................ 18 2.5 Questions Concerning RFP............................................................................ 19 2.6 Written Proposals ........................................................................................... 19 2.7 Right to Acceptance ........................................................................................ 19 2.8 Irregular Proposals......................................................................................... 20 2.9 Revision/Withdrawal Of Proposals ............................................................... 20 2.10 Authority Policy .............................................................................................. 21 2.11 Pricing Conditions .......................................................................................... 21 2.12 Insurance ......................................................................................................... 22 2.13 Exceptions And Deviations............................................................................. 22 2.14 Pre-Proposal and Jobsite Inspection............................................................. 22 2.15 Discrepancy, Omission, And Addenda.......................................................... 23 2.16 Signature Requirement .................................................................................. 23 2.17 Bonding ............................................................................................................ 23 2.18 Validity Of Proposal ....................................................................................... 24 2.19 Additional Information .................................................................................. 24 2.20 Capability Requirements................................................................................ 24 2.21 Contractor/Engineer Meeting........................................................................ 25 2.22 Contents Of Submittal.................................................................................... 25 2.22.1 Letter of Submittal .................................................................................... 25 2.22.2 Proposer Identification.............................................................................. 25 2.22.3 Executive Summary .................................................................................. 26 2.22.4 Capability and References ........................................................................ 26 2.22.5 Proprietary Equipment .............................................................................. 26 2.22.6 Local Knowledge ...................................................................................... 26 2.22.7 Approach To Work ................................................................................... 26 2.22.7.1 Project Management Plan (PMP)...................................................... 26 2.22.7.2 Project Schedule................................................................................ 27 2.22.7.3 Quality Assurance............................................................................. 27 2.22.8 Technical Proposal.................................................................................... 28 2.22.9 Price Proposal ........................................................................................... 28 2.22.10 IRS Form W-9....................................................................................... 29

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2.23 Addenda To RFP............................................................................................. 29 2.24 Contractor Selection ....................................................................................... 29 2.24.1 Evaluation Criteria .................................................................................... 29 2.24.2 Project Experience .................................................................................... 30 2.24.3 RFP Compliance ....................................................................................... 30 2.24.4 Approach to Work and Technical Adequacy............................................ 30 2.24.5 Price .......................................................................................................... 30 2.24.6 Interview ................................................................................................... 30 2.25 Award and Execution of the Contract .......................................................... 31 2.25.1 Consideration of Proposals ....................................................................... 31 2.25.2 Post-Qualification Requirements and Award of Contract ........................ 31 2.25.3 Cancellation of Award .............................................................................. 31 2.25.4 Return of Proposal Guaranty .................................................................... 31 2.25.5 Performance Bond .................................................................................... 31 2.25.6 Execution and Approval of the Contract .................................................. 32 2.25.7 Notice to Award........................................................................................ 32 2.25.8 Failure to Execute Contract ...................................................................... 32 2.26 Submittal Documents...................................................................................... 33 2.27 Schedule For Submittals................................................................................. 34 3. SYSTEM CONCEPT .............................................................................................. 35 3.1 Introduction..................................................................................................... 35 3.2 Description of the Facility .............................................................................. 35 3.3 Current Toll Rate Schedule ........................................................................... 36 3.4 Ticket and Token Phase Out.......................................................................... 37 3.5 Toll Collection Lane Types ............................................................................ 37 3.6 Plaza Functionality ......................................................................................... 37 3.7 Toll System Concept ....................................................................................... 38 3.7.1 Description of Toll Lane Types ................................................................ 40 3.7.1.1 M/ETC Lanes........................................................................................ 41 3.7.1.2 D/ETC Lanes ........................................................................................ 41 3.7.1.3 Bypass Lanes ........................................................................................ 41 3.7.2 Description of Lane Level Subsystems..................................................... 41 3.7.2.1 Electronic Toll Collection..................................................................... 41 3.7.2.2 Automatic Vehicle Classification Subsystem....................................... 42 3.7.2.3 Video Surveillance System ................................................................... 42 3.7.3 Host Level System .................................................................................... 42 3.7.4 E-ZPass Customer Service Center ............................................................ 43 3.7.5 Communication System ............................................................................ 44 4. SYSTEM FUNCTIONAL SPECIFICATIONS.................................................... 45 4.1 System Overview............................................................................................. 45 4.2 Lane Level Requirements............................................................................... 46 4.2.1 Lane Functional Requirements ................................................................. 46 4.2.1.1 Manual/ETC Lane Functionality .......................................................... 46 4.2.1.1.1 Lane Opening.................................................................................. 46 4.2.1.1.2 Vehicle Classification ..................................................................... 48 March 3, 2008 Page iii

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4.2.1.1.3 Method of Payment......................................................................... 48 4.2.1.1.4 Receipts........................................................................................... 49 4.2.1.1.5 Lane Closing ................................................................................... 49 4.2.1.2 Dedicated ETC Lane Functionality ...................................................... 50 4.2.1.3 Bypass Lane Functionality.................................................................... 52 4.2.2 Use of Existing Equipment ....................................................................... 52 4.2.3 New Lane Equipment Requirements ........................................................ 53 4.2.3.1 Lane Controller ..................................................................................... 53 4.2.3.1.1 Operating Systems and Software .................................................... 54 4.2.3.1.2 Installation Requirements ............................................................... 55 4.2.3.1.3 Service and Maintenance ................................................................ 56 4.2.3.2 Point-of-Collection Equipment............................................................. 56 4.2.3.2.1 Toll Collector Terminal and Related Equipment............................ 57 4.2.3.2.1.1 Toll Manual Lane Terminal (MLT)......................................... 57 4.2.3.2.1.2 Proximity Card Reader ............................................................ 59 4.2.3.2.1.3 Receipt Printer ......................................................................... 60 4.2.3.2.1.4 Intercom ................................................................................... 61 4.2.3.2.2 ETC Subsystem............................................................................... 62 4.2.3.2.3 ETC Readers ................................................................................... 63 4.2.3.2.4 ETC Antenna Units ......................................................................... 63 4.2.3.2.5 ETC Transponders .......................................................................... 63 4.2.3.2.5.1 Transponder Coding ................................................................ 63 4.2.3.3 Vehicle Detection and Classification.................................................... 64 4.2.3.4 Automatic Vehicle Classification System (Low Speed)....................... 65 4.2.3.5 Patron Fare Display (PFD).................................................................... 65 4.2.3.6 Lane Traffic Signal ............................................................................... 66 4.2.3.7 Canopy Lights....................................................................................... 66 4.2.3.8 Traffic Control Gates ............................................................................ 67 4.3 Host Level Requirements ............................................................................... 69 4.3.1 Host Functional Requirements.................................................................. 69 4.3.1.1 EZ-Pass Processing............................................................................... 69 4.3.1.2 General Reports .................................................................................... 69 4.3.1.2.1 Collector Reports ............................................................................ 69 4.3.1.2.1.1 Collector Segment of Duty (SOD) Report................................ 69 4.3.1.2.1.2 Collector Tour of Duty (TOD) Report ..................................... 70 4.3.1.2.1.3 Collector Exception Report...................................................... 70 4.3.1.2.1.4 Daily Collector Standby Report............................................... 70 4.3.1.2.1.5 Collector Identification Report ................................................ 70 4.3.1.2.2 Revenue Reports ............................................................................. 71 4.3.1.2.2.1 Violations Report ..................................................................... 71 4.3.1.2.2.2 Daily Bank Reconciliation by Process Date............................ 71 4.3.1.2.2.3 Daily Bank Reconciliation by Business Date........................... 71 4.3.1.2.2.4 Periodic Revenue by Lane ....................................................... 71 4.3.1.2.2.5 Daily Revenue by Plaza Report ............................................... 71 4.3.1.2.2.6 Periodic Revenue by Plaza Report .......................................... 71 4.3.1.2.2.7 Year-to-Date Revenue by Plaza Report ................................... 72 March 3, 2008 Page iv

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4.3.1.2.2.8 Revenue for the System Report ................................................ 72 4.3.1.2.2.9 Daily Non-Revenue Report ...................................................... 72 4.3.1.2.2.10 Unpaid Toll/Violation Detail Report ..................................... 72 4.3.1.2.3 ETC Reports.................................................................................... 72 4.3.1.2.3.1 ETC Revenue by Plaza Report................................................. 72 4.3.1.2.3.2 ETC Usage Report (single transponder) ................................. 72 4.3.1.2.3.3 ETC Usage Report (single lane).............................................. 72 4.3.1.2.3.4 Monthly ETC Report ................................................................ 72 4.3.1.2.3.5 Non-Revenue ETC Usage Report............................................. 73 4.3.1.2.3.6 Daily Lane Operations Report................................................. 73 4.3.1.2.4 Audit Reports .................................................................................. 73 4.3.1.2.4.1 Axle Dollar Variance ............................................................... 73 4.3.1.2.4.2 Audit Log.................................................................................. 73 4.3.1.2.4.3 Audit Entry Log........................................................................ 73 4.3.1.2.4.4 Change Fund Audit .................................................................. 73 4.3.1.2.4.5 Detailed Audit .......................................................................... 74 4.3.1.2.4.6 Daily System Adjustment Report.............................................. 74 4.3.1.2.4.7 Detailed Audit Report .............................................................. 74 4.3.1.2.4.8 Transponder Inventory Report................................................. 74 4.3.1.2.4.9 E-ZPass Class Mismatch Report ............................................. 74 4.3.1.2.5 Traffic Reports ................................................................................ 74 4.3.1.2.5.1 Hourly Lane Traffic Report ..................................................... 74 4.3.1.2.5.2 Daily Multiple Lane Traffic Report ......................................... 74 4.3.1.2.5.3 Plaza Traffic Report................................................................. 75 4.3.1.2.5.4 Year-to-Date Plaza Traffic Report........................................... 75 4.3.1.2.5.5 System Traffic Report............................................................... 75 4.3.1.2.5.6 Unusual Occurrence Report .................................................... 75 4.3.1.2.6 Revenue and Traffic Comparisons and Projections........................ 75 4.3.1.2.6.1 System Revenue Comparison Report ....................................... 75 4.3.1.2.6.2 Statement of Revenue and Transactions .................................. 75 4.3.1.2.6.3 Plaza Traffic Comparison Report............................................ 75 4.3.1.2.6.4 Data and Anti-Virus Protection ............................................... 76 4.3.1.2.7 Daily Plaza Report .......................................................................... 76 4.3.1.2.7.1 Lane Operations History.......................................................... 76 4.3.1.2.7.2 Monthly Revenue...................................................................... 76 4.3.1.2.7.3 Monthly Fiscal YTD Comparison ............................................ 76 4.3.1.2.7.4 Non-Revenue Transaction........................................................ 77 4.3.1.2.7.5 Upload Verification of Transaction Records........................... 77 4.3.1.2.7.6 Download Account Status Data, Toll Rate Table, and Time Synchronization............................................................................................. 78 4.3.1.2.7.7 Audit and Reconciliation.......................................................... 78 4.3.1.3 Plaza Functions ..................................................................................... 79 4.3.1.4 Real-time Lane Activity Status Display ............................................... 79 4.3.1.5 Toll Collector Deposit and Daily Activity Reports .............................. 79 4.3.1.6 Maintenance and Plaza Statistics Reports............................................. 79 4.3.1.6.1 Cash Deposit Information ............................................................... 80 March 3, 2008 Page v

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4.3.1.7 Connection to the Partnering CSC........................................................ 80 4.4 Host Equipment Requirements ..................................................................... 80 4.4.1 Host Computer and Equipment................................................................. 80 4.4.1.1 Servers................................................................................................... 80 4.4.1.2 Workstations ......................................................................................... 81 4.4.1.3 Printers .................................................................................................. 81 4.5 Video Surveillance System Equipment ......................................................... 82 4.5.1 Camera Assembly ..................................................................................... 83 4.5.2 Camera Housings ...................................................................................... 83 4.5.3 Camera Image Quality .............................................................................. 84 4.5.4 Video Switching and Recording ............................................................... 85 4.5.5 Digital Video Recorder (DVR)................................................................. 85 4.6 Data Management........................................................................................... 86 4.6.1 System Capacity........................................................................................ 86 4.6.2 Data Storage.............................................................................................. 86 4.6.2.1 Toll Transaction Records...................................................................... 87 4.6.2.2 Traffic and Indicated Revenue Data ..................................................... 87 4.7 Maintenance On-Line Management System (MOMS)................................ 87 4.7.1 Maintenance On-line Management System (MOMS) Administration..... 87 4.7.2 Failure/Malfunction Reporting ................................................................. 88 4.7.3 Performance and Status Monitoring - Real Time Display........................ 89 4.7.4 Remote Access/Dial-Up Networking ....................................................... 90 4.7.5 Inventory/Spare Parts Control................................................................... 90 4.8 Electrical Requirements ................................................................................. 90 4.9 Communications Requirements .................................................................... 93 4.9.1 Lane/Plaza Communications .................................................................... 93 4.9.2 Plaza and Host Communications .............................................................. 93 4.9.3 Maintenance / Service............................................................................... 94 4.10 Environmental Requirements........................................................................ 94 4.10.1 Lightning Protection ................................................................................. 95 4.11 System Security ............................................................................................... 95 4.11.1 Data Security and Integrity ....................................................................... 95 4.11.2 Computer Access Security........................................................................ 95 4.11.3 Physical Security....................................................................................... 96 4.12 Interoperability ............................................................................................... 96 5. GENERAL CONDITIONS .................................................................................... 97 5.1 Quality Of Services ......................................................................................... 97 5.2 Permits And Licenses ..................................................................................... 97 5.3 Precedence Of Documents.............................................................................. 97 5.4 Rhode Island Sales Tax .................................................................................. 97 5.5 Federal Excise Taxes....................................................................................... 97 5.6 Scope Of Work ................................................................................................ 97 5.6.1 Changes in the Contract ............................................................................ 98 5.6.2 Extra Work................................................................................................ 98

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5.6.2.1 Differing Site Conditions, Changes, Extra Work And Force Account Work 99 5.6.3 Significant Changes in the Character of the Work ................................. 102 5.7 Maintenance of Public Access...................................................................... 102 5.8 Proprietary Rights ........................................................................................ 103 5.9 Schedule, Coordination, And Reporting..................................................... 103 5.10 Minority/Diversified Business Enterprise Goals........................................ 103 5.11 Suspension Of Work ..................................................................................... 103 5.12 Termination At The Owner's Option.......................................................... 104 5.13 Termination For Default .............................................................................. 104 5.14 Stop Work Orders......................................................................................... 105 5.15 Delay............................................................................................................... 105 5.16 Documentation And Right Of Audit ........................................................... 106 5.17 Claims............................................................................................................. 106 5.18 Liens ............................................................................................................... 107 5.19 Inspection And Access .................................................................................. 107 5.20 Conditions And Risks Of Work................................................................... 107 5.21 Environmental Protection ............................................................................ 108 5.22 Safety And Health Laws And Regulations ................................................. 108 5.23 Confidential Information ............................................................................. 108 5.24 Independent Contractor............................................................................... 109 5.25 Employment Practices .................................................................................. 109 5.26 Cleanup .......................................................................................................... 109 5.27 Publicity ......................................................................................................... 110 5.28 Arbitration Option........................................................................................ 110 5.29 Validity Of Provisions................................................................................... 110 5.30 Waiver............................................................................................................ 110 5.31 Gratuities ....................................................................................................... 110 5.32 Survival .......................................................................................................... 110 5.33 Resolution Of Claims And Disputes............................................................ 111 5.34 Legal Relations and Responsibility to Public ............................................. 111 5.34.1 Laws to be Observed............................................................................... 111 5.34.2 Patented Devices, Materials and Processes ............................................ 112 5.34.3 Responsibility for Damage Claims ......................................................... 112 6. SPECIAL PROVISIONS...................................................................................... 116 6.1 Project Management..................................................................................... 116 6.1.1 Schedules ................................................................................................ 116 6.1.2 Reports .................................................................................................... 116 6.2 Contractor's Site Office................................................................................ 117 6.3 Field Records................................................................................................. 117 6.4 Contractor's Supervision At The Site ......................................................... 117 6.4.1 Contractor's Personnel ............................................................................ 117 6.4.2 Labor Harmony....................................................................................... 118 6.5 Removal and Disposal of Existing Equipment ........................................... 118 6.6 Preservation Of Monuments And Stakes ................................................... 118

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6.7 Protection Of Property And Public Liability ............................................. 118 6.8 Emergency Protection .................................................................................. 119 6.9 Character Of Workers ................................................................................. 119 6.10 Project Work Hours ..................................................................................... 119 6.11 Unfavorable Construction Conditions ........................................................ 119 6.12 Rejected Work And Materials..................................................................... 120 6.13 Placing Work In Service............................................................................... 120 6.14 Cleanliness ..................................................................................................... 120 6.15 Construction Area Limits............................................................................. 120 6.16 Protection Of Concrete Surfaces ................................................................. 120 6.17 Cutting And Patching Under Separate Contracts ..................................... 121 6.18 Repair Of Damages....................................................................................... 121 6.19 Temporary Structures .................................................................................. 121 6.19.1 Telephone................................................................................................ 121 6.19.2 Compressed Air ...................................................................................... 121 6.19.3 Temporary Lighting ................................................................................ 121 6.19.4 Coverings ................................................................................................ 121 6.20 Right Of Way................................................................................................. 121 6.21 Safety And Security ...................................................................................... 122 6.22 Protection Of Public And Private Property ............................................... 122 6.23 Maintenance Of Traffic................................................................................ 122 6.24 Barricades And Lights.................................................................................. 123 6.25 Underground Installations ........................................................................... 123 6.26 Land For Construction Purposes/Storage .................................................. 123 6.27 Environmental Control Program ................................................................ 124 6.28 Inspections ..................................................................................................... 124 6.29 Hazardous And/Or Toxic Wastes Or Substances ...................................... 124 6.30 Withholding Of Payments............................................................................ 124 6.31 Design Considerations .................................................................................. 124 6.31.1 New Equipment ...................................................................................... 125 6.31.2 Quality of Materials ................................................................................ 125 6.31.3 Inspection of Materials ........................................................................... 125 6.31.4 Defectiveness and Non-Conformity ....................................................... 125 6.31.5 Substitution of Parts................................................................................ 125 6.31.6 Proprietary Items..................................................................................... 126 6.32 DOCUMENTATION.................................................................................... 126 6.32.1 Design Review ........................................................................................ 127 6.32.1.1 Detailed Design Review ................................................................. 127 6.32.1.2 Detailed Design Document ............................................................. 128 6.32.2 Project Management Plan ....................................................................... 128 6.32.3 Conduit.................................................................................................... 129 6.32.4 Shop Drawings........................................................................................ 129 6.32.5 Wiring Diagrams..................................................................................... 130 6.32.6 Test Plan.................................................................................................. 130 6.32.7 Training Plan........................................................................................... 131 6.32.8 Installation 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6.32.9 Maintenance Plan.................................................................................... 132 6.32.10 Software Documentation .................................................................... 132 6.32.10.1 Software Development Plan Review - (SDP)................................. 132 6.32.10.2 Software Detailed Design Review - (SDDR) ................................. 133 6.32.10.3 Software Documentation Review ................................................... 133 6.32.10.4 Software Documentation Updates .................................................. 134 6.32.10.5 Software Reviews ........................................................................... 134 6.32.11 Manuals............................................................................................... 135 6.32.11.1 Toll Collector Manual..................................................................... 135 6.32.11.2 Toll Supervisor Manual .................................................................. 136 6.32.11.3 Administration/Audit User's Manual .............................................. 136 6.32.11.4 Maintenance and Service Manual................................................... 136 6.32.11.5 Auditor's Workstation Manual ....................................................... 137 6.32.12 Quality Assurance Plan....................................................................... 137 6.32.13 Parts Lists and Catalogues .................................................................. 138 6.32.14 As-Built Drawings .............................................................................. 138 6.33 Training Requirements ................................................................................ 139 6.34 Approvals, Warranty, And Acceptance...................................................... 139 6.34.1 Phase I Approval..................................................................................... 140 6.34.2 Phase II Approval ................................................................................... 140 6.34.3 Phase III Approval .................................................................................. 140 6.34.4 Warranty and Maintenance ..................................................................... 140 6.34.5 Final System Acceptance........................................................................ 141 6.34.6 Contractor's Responsibility for Work..................................................... 141 7. PROJECT PHASES, SCHEDULES, AND TESTING ...................................... 143 7.1 Project Phases................................................................................................ 143 7.2 Project Schedule............................................................................................ 144 7.3 Work Progress............................................................................................... 144 7.4 Phase I ............................................................................................................ 145 7.5 Phase II .......................................................................................................... 147 7.6 Phase III......................................................................................................... 149 7.7 Phase IV ......................................................................................................... 149 7.8 Summary Of Delivery Deadlines And Contract Milestones ..................... 150 7.9 Summary Of Testing Requirements............................................................ 150 7.9.1 Factory Acceptance Test......................................................................... 150 7.9.2 Field Tests............................................................................................... 151 8. MAINTENANCE PROVISIONS ........................................................................ 153 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 System Support ............................................................................................. 153 Spare Components ........................................................................................ 153 Spare Parts .................................................................................................... 153 Maintenance Equipment .............................................................................. 154 Maintenance Workshop ............................................................................... 154 Training ......................................................................................................... 155 Maintenance Option Provisions................................................................... 155 Preventive Maintenance ............................................................................... 155 Page ix

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8.9 Corrective Maintenance ............................................................................... 156 8.10 MTBF and MTTR Tracking........................................................................ 156 8.11 Maintenance Personnel ................................................................................ 156 8.12 Liquidated Damages For Maintenance....................................................... 157 9. PAYMENT PROVISIONS ................................................................................... 159 9.1 Taxes, Duties, And Fees................................................................................ 159 9.2 Invoicing And Payments............................................................................... 159 9.3 Payment for Mobilization, Performance Bond and Insurance................. 160 9.4 Payments For System Hardware................................................................. 160 9.5 Installation Payment..................................................................................... 160 9.6 Payment for Professional Services, Software and Documentation .......... 160 9.7 Payment For Warranty Period Maintenance............................................. 161 9.8 Payment Of Retainage.................................................................................. 161 9.9 Maintenance Option Payments.................................................................... 162 9.10 Failure to Complete on Time ....................................................................... 162 9.11 Maintenance Damages.................................................................................. 163 9.12 Final Payment Certification And Release................................................... 163 10. BID ALTERNATIVES AND OPTIONS............................................................. 164 10.1 E-ZPass Enhancements ................................................................................ 164 APPENDIX A ................................................................................................................ 165 APPENDIX B ................................................................................................................ 166 APPENDIX C ................................................................................................................ 167 APPENDIX D ................................................................................................................ 168 APPENDIX E ................................................................................................................ 169

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Rhode Island Turnpike and Bridge Authority Request for Proposal ­ Version 2.0

TABLE OF FIGURES

Figure 3-1 Current Plaza Layout...................................................................................... 36 Figure 3-2 New Toll Plaza Layout................................................................................... 38 Figure 3-3 Conceptual Toll System Overview ................................................................ 40

TABLE OF TABLES

Table 3-1 Table 4-1 Table 4-2 Table 4-3 Table 4-4 Table 7-1 Table 7-2 Table 8-1 Current Toll Rate Schedule ............................................................................. 36 Payment Method/Transponder Status/Lane Device Display........................... 52 Vehicle Classification...................................................................................... 64 Lane Design Transaction Processing/Capacity/Speed Requirements ............. 86 Summary Of Environmental Requirements .....Error! Bookmark not defined. Project Phase ................................................................................................. 144 Submittal Schedule........................................................................................ 146 Repair Times ................................................................................................. 158

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1. DEFINITIONS AND TERMS

Wherever the following abbreviations, terms or pronouns are used in the Contract, the intent and meaning shall be interpreted as follows:

1.1

ABBREVIATIONS

Wherever the following abbreviations are used in the Contract, they mean: ACM Automatic Coin Machine AMS Account Management System CAD Customer Account Database CCTV Closed Circuit Television CPI Customer Price Index CPU Central Processing Unit COTS Consumer Off The Shelf CSC Customer Service Center CSR Customer Service Representative D/ETC Dedicated Electronic Toll Collection DSRC Dedicated Short Range Communication ETC Electronic Toll Collection FAQ Frequency Asked Questions GUI Graphical User Interface HTML Hypertext Markup Language IAG Interagency Group ID Identification IVR Interactive Voice Response LC Lane Controller M/ETC Manual and Electronic Toll Collection MOMS Maintenance Online Management System MUTCD Manual on Uniform Traffic Control Devices NTP Notice To Proceed ORT Open Road Tolling PFD Patron Fare Display PMP Project Management Plan POS Point of Sale PCIP Project Controlled Insurance Program RFID Radio Frequency Identification RITBA Rhode Island Turnpike and Bridge Authority TCS Toll Collection System TP Transaction Processor TPS Transaction Processor System TZ Tolling Zone TZC Tolling Zone Controller UPS Uninterruptible Power Supply VES Violation Enforcement System VIS/VSS Violation Identification System/Video Surveillance System March 3, 2008 Page 12

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Actual Cost - The cost actually incurred by the CONTRACTOR or subcontractor in the performance of work. Actual costs will include labor, material, actual ownership cost of equipment or invoiced rental rates, verified payroll burdens, verified general and administrative overhead, and profit. While the CONTRACTOR is required to establish such costs with competent documentation (i.e., invoices, certified payrolls, financial statements) the Authority may rely upon an audit of the Contractor's financial records by an AUTHORITY appointed auditor. Authority - The Rhode Island Turnpike and Bridge Authority Award - The written acceptance by the AUTHORITY of the successful Proposal consisting of the executed Contract Agreement and Purchase Order. Bid Documentation - The term "bid documentation" as used in this clause means all writings, working papers, computer printouts, charts, computer data files associated with the preparation and/or submittal of a bid proposal, and all other data compilation which contains or reflects information, data or calculations used by the CONTRACTOR to determine its bid submitted for a project. The term "bid documentation" includes material relating to the determination and application of equipment rates, overhead rates, labor rates, efficiency or productivity factors, arithmetic extensions, schedules for time or any determination of time related to project overhead, as well as quotations from subcontractors and material suppliers to the extent that such rates and quotations were used by the CONTRACTOR in formulating and determining the amount of the bid. The term "bid documentation" also includes any manuals which are standard to the industry used by the CONTRACTOR in determining the bid for a project. These manuals may be included in the bid documentation by reference, and will show the name and date of the Publication and the Publisher. The term does not include bid documents provided by the AUTHORITY for use by the CONTRACTOR in bidding on a project. Completion - Completion of the project occurs when; 1) The work has been satisfactorily completed in all respects in full accordance with the Contract, and; 2) the CONTRACTOR has satisfactorily executed and delivered to the Engineer all documents, certificates, and proofs of compliance as required by the Contract. Contract - The agreement between the AUTHORITY and the CONTRACTOR for the performance of the prescribed work and consisting of the following: a. Contract Agreement. The written statement, executed by the AUTHORITY and the CONTRACTOR; and approved by the Executive Director of the Rhode Island Turnpike and Bridge Authority, setting forth the obligations of the parties for the performance of the work. b. Contract Documents. All the documents and forms for this contract contained herein, consisting of the Notice to Contractors, Proposal, Statement of Qualifications, Proposal Bond, Contract Agreement, Wage Rates, Contract Performance Bond, Payment Bond, Standard Specifications, Supplemental Specifications, Special Provisions, General and March 3, 2008 Page 13

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Detailed Plans, Notice of Award, Notice to Proceed, and any subsequently executed Contract Addenda, that are required to complete the work in an acceptable manner, including authorized Contract Time Extensions. c. One Instrument. The executed Contract Agreement and the Contract Documents constitute one instrument; i.e., the Contract. Contract Addendum - Any change to the Contract made after its initial execution, which change shall become part of the Contract Agreement. Contract Addenda shall be set forth in writing and executed by the original signatories, or their successors in interest, or their designees. Each Contract Addendum shall be preceded and documented by a corresponding Report of Change. Contract Items (Pay Items) - A specific item of work for which a price is provided in the Bid Schedule. Contract Time - The number of work days or calendar days allowed for completion of the Contract including authorized time extensions. When a calendar date of completion is specified in the Proposal, the Contract shall be substantially completed on or before that date. Contractor - The individual, partnership, corporation, or any combination thereof, or joint venture contracting with the AUTHORITY for performance of the prescribed work. (The terms "CONTRACTOR" and "PROPOSER" are frequently used synonymously.) Daily Charge - The per diem rate for liquidated damages specified in the Contract and soestablished in accordance with the "Schedule of Liquidated Damages." Engineer - RITBA ENGINEER who is responsible for engineering and administrative supervision of the Contract. Excusable Delay - A delay to the Contract or Milestone/phase completion date which was unforeseeable and beyond the Contractor's control and not caused by the Contractor's fault or negligence and for which a Contract or Milestone time extension may be granted by the AUTHORITY. Extra Work - Work not provided for in the Contract as awarded but considered essential to the satisfactory completion of the Contract. Liquidated Damages - Deductions from monies due the CONTRACTOR, assessed on a daily basis, to compensate the AUTHORITY for losses incurred because of the failure of the CONTRACTOR to complete the work within the time established by the Contract. Notice To Proceed - Written notice from the ENGINEER to the CONTRACTOR to commence the Contract work and which designates the date of beginning of Contract time. Notice of Tentative Award - This communication instructs the successful PROPOSER to submit within two (2) business days of the receipt of this Notice of Intent to Award the duly March 3, 2008 Page 14

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executed Contract Agreement and Performance Bonds, and for the delivery of the required Certificates of Insurance. Performance Bonds - The approved form of securities, executed by the CONTRACTOR and its Surety or Sureties, guaranteeing complete execution of the Contract and all supplemental agreements pertaining thereto, and the payment of all legal debts pertaining to the construction of the project. Project - The specific section of the highway or other specific property on which construction is to be performed as described in the Contract. Proposal - The written offer of a PROPOSER, on prescribed forms generated by the AUTHORITY approved proposal preparation computer software, to perform the stated work at the prices quoted. As used herein, "Proposal" is synonymous with "bid." Proposal Form - The prescribed form on which the offer of a PROPOSER is to be prepared and submitted. Proposer - An individual, partnership, corporation or joint venture submitting a Proposal for the advertised work. (The terms "PROPOSER" and "CONTRACTOR" are frequently used synonymously.) Representative - Wilbur Smith Associates, acting directly with or through the AUTHORITY'S ENGINEER, who is responsible for engineering and administrative supervision of the Contract. Specifications - The compilation of provisions and requirements for the performance of the prescribed work and consisting of the following: a. Standard Specifications; a book of specifications approved for general application and repetitive use. Specifically, the Rhode Island Standard Specifications for Road and Bridge Construction of latest revision. b. Supplemental Specifications; approved additions and revisions to the Standard Specifications. c. Special Provisions; additions and revisions to the Standard and Supplemental Specifications applicable for an individual project. d. The Required Contract Provisions for Federal-Aid Projects, when applicable. e. Federal Wage Rates; a schedule of prevailing rates of wages of labor for the geographical area in which the work of the Contract is to be performed; compiled by, and issued from time to time by the Secretary of the United States Department of Labor. Subcontractor - An individual or legal entity with whom the CONTRACTOR sublets part of the work. March 3, 2008 Page 15

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Work - The furnishing of all labor, materials, equipment, and other incidentals necessary for the successful completion of the project in accordance with the Contract. Work Day - A calendar day during which normal construction operations could proceed for a major part of a shift, normally excluding Saturdays, Sundays and holidays.

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2. INSTRUCTIONS TO PROPOSERS

PROPOSERS are required to fully comply with these instructions when preparing their Proposals. PROPOSERS' particular attention should be focused on the fact that noncompliance with such instructions may, and in stated circumstances shall, invalidate their Proposals.

2.1

SUBMISSION OF PROPOSAL

The Rhode Island Turnpike and Bridge Authority, is pleased to invite qualified PROPOSERS to submit competitive Proposals to perform toll system engineering design, development, fabrication, integration, delivery, and "Turn Key Installation" of a Cash and Electronic Toll Collection System (the Work) for the Newport/Pell Bridge located in Jamestown, Rhode Island. The PROPOSERS shall submit their Proposals based on the Instruction to PROPOSERS and other terms and conditions contained throughout this RFP. Please submit the completed Proposal of one (1) original and six (6) copies and also an electronic copy, capable of reproduction, be submitted to the AUTHORITY at the mailing address identified below. The Proposal shall be received at the address shown below on or before the closing date and time indicated in SECTION 2.27 - Schedule For Submittal. Any Proposals not complying with this condition shall not be considered and shall be returned unopened. PROPOSALS SHALL BE SENT TO: Rhode Island Turnpike and Bridge Authority One East Shore Road Jamestown, RI. 02835 Attention: Mr. Buddy Croft, Executive Director The original Proposal shall be clearly marked "Original". All copies shall be identical to the original and may be photocopied from the original after signature. Each package containing material that the PROPOSER wishes to be considered as part of the Proposal shall be sealed. The requirements in SECTION 4 - SYSTEM FUNCTIONAL SPECIFICATIONS of this RFP are intended to give PROPOSERS a description of the functions that shall be provided with the system. The successful PROPOSER (CONTRACTOR) shall meet, at a minimum, the functional requirements of the Contract documents and the standards described in the functional and operational requirements throughout this RFP. Meeting the details of the specifications of an individual subsystem and/or component alone will not be satisfactory unless all subsystems and the entire tolling system are functioning properly. During the "Detailed Design Document" review phase of this project, the CONTRACTOR shall satisfy the AUTHORITY and its representatives that all of the system functionality has been met.

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2.2

PREPARATION COSTS

This RFP does not commit the AUTHORITY to award a contract, to defray any costs incurred in the preparation of a Proposal pursuant to this RFP including, but not limited to, Site Visits and Presentations, or other effort prior to contract execution, or to procure, or contract for work.

2.3

PLANS, SPECIFICATIONS, SPECIAL PROVISIONS, AND SITE OF WORK

The PROPOSER is expected to carefully examine the site of the proposed work, the RFP, Plans, the Rhode Island Standard Specifications for Road and Bridge Construction, Supplemental Specifications, Special Provisions, and Contract Forms before submitting a Proposal. The submission of a Proposal will be considered conclusive evidence that the PROPOSER has made such an examination and is satisfied as to the conditions to be encountered in performing the work and as to the required system requirements as defined in the RFP, and the Contract Documents. The documentation is being made available to PROPOSERS so all have access to identical subsurface information available to the AUTHORITY. Furthermore, this information is not intended as a substitute for personal investigation, interpretations, and judgment of the PROPOSERS. The locations of all utilities as shown on the Plans are approximate. The CONTRACTOR shall seek to determine the exact location of all existing utilities, both underground and overhead, by notifying Dig Safe in accordance with State law. Damage to utilities which are shown on the Plans or located by the respective utilities in accordance with the Dig Safe process shall be the responsibility of the CONTRACTOR.

2.4

CONTACT DETAILS

For all purposes of this RFP document, except as otherwise expressly provided herein, the terms defined shall have the meanings assigned in this Paragraph. AUTHORITY means Rhode Island Turnpike and Bridge Authority. The contact details are: Mr. Buddy Croft Executive Director Rhode Island Turnpike and Bridge Authority (RITBA) One East Shore Road P.O. Box 437 Jamestown, RI. 02835 USA The ENGINEER means the AUTHORITY'S ENGINEER. The contact details are: Mr. Peter M. Janaros, P.E. Rhode Island Turnpike and Bridge Authority (RITBA) One East Shore Road P.O. Box 437 Jamestown, RI. 02835 USA

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The REPRESENTATIVE means Wilbur Smith Associates (WSA). The contact details are: Mr. James M. Johns III Wilbur Smith Associates (WSA) 900 Chapel Street Suite 1400 New Haven, CT 06510 USA The CONTRACTOR means successful PROPOSER.

2.5

QUESTIONS CONCERNING RFP

Questions shall be accepted concerning this RFP on or before February 18, 2008 at 3:00pm eastern standard time (EST). Questions may be submitted in writing via mail, fax and/or email to the AUTHORITY. Responses to all questions will be issued as an addendum to all parties that have attended the mandatory Pre-Proposal meeting. Mailing Address: Rhode Island Turnpike and Bridge Authority One East Shore Road P.O. Box 437 Jamestown, RI. 02835 USA Fax Number: 401-423-0830 Email Addresses: (Please send emails to ALL email addresses listed below. (For the submittal of questions ONLY.) ): [email protected] [email protected] Email correspondence will only be accepted for the submittal of questions during the Question and Answer period. Neither the AUTHORITY nor its REPRESENTATIVE shall be held responsible for any delay in receiving submission via email due to such issues as firewalls, spam filtering, etc. Confirmation of receipt of an email submittal will be returned to the sender.

2.6

WRITTEN PROPOSALS

All Proposals shall be submitted in writing. Proposals submitted by Email or facsimile will not be accepted. The Proposal and all correspondence in relation to this RFP and the contract when placed shall be in the English language.

2.7

RIGHT TO ACCEPTANCE

The AUTHORITY reserves the right to accept other than the Proposal with the lowest cost and to accept or reject any Proposal in whole or in part, or to reject all Proposals with or without March 3, 2008 Page 19

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notice or reasons, and if no Proposal is accepted, to abandon the Work or to have the Work performed in such other manner as the AUTHORITY may select. Partial or incomplete Proposals may not be accepted. Contract award will be made to the PROPOSER whose Proposal best serves the interests of the AUTHORITY and provides the best value as determined solely by the AUTHORITY. PROPOSERS will be informed whether or not their Proposal was successful.

2.8

IRREGULAR PROPOSALS

a. Reasons for Disqualification. The AUTHORITY reserves the right to declare a proposal non-responsive and may disqualify a PROPOSER for any of the following irregularities: 1. If there are unauthorized additions, unauthorized conditional or alternate bids, or irregularities of any kind which may tend to make the Proposal incomplete, indefinite, or ambiguous as to its meaning; 2. If the PROPOSER adds any provisions reserving the right to accept or reject an award; 3. If the AUTHORITY determines that the Proposal is both mathematically and materially unbalanced; 4. If the Proposal is received after the time designated for the opening of bids; 5. If the PROPOSER fails to submit an original Proposal Bond, properly executed; 6. If the hard copy submission and it corresponding digital copy do not match. 7. If the Proposal is not properly signed; 8. If the PROPOSER fails to comply with the instructions provided in SECTION 2 INSTRUCTIONS TO PROPOSERS; 9. If the Cost Proposal and Technical Proposal are not sealed in separate envelopes and clearly labeled as to its contents;

2.9

REVISION/WITHDRAWAL OF PROPOSALS

A PROPOSER may withdraw or revise a Proposal after it has been deposited with the AUTHORITY, provided the request for such withdrawal or revision is received by the AUTHORITY, in writing, not later than two (2) hours before the time set for opening proposals. Upon presentation of its written request at the proper time, a PROPOSER'S Proposal will be returned unopened. If a Proposal is withdrawn in accordance with this provision, the proposal guaranty shall be returned to the PROPOSER. Whether or not Proposals are opened exactly at the time set for such opening, a Proposal will not be received, nor may any be withdrawn, after the time set for the opening of proposals. March 3, 2008 Page 20

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The AUTHORITY reserves the right to revise the Plans, Specifications, other Contract Documents, the RFP, and bid opening date for any project at any time prior to the time set for opening of Proposals. Such revisions will be made by addendum, duly numbered and dated, and/or Notices.

2.10 AUTHORITY POLICY

In accordance with the AUTHORITY'S policy, all qualified PROPOSERS are entitled to receive equal opportunities. The offering or receiving of gifts, entertainment, payments, loans or other favors for the purpose of being placed on the PROPOSER'S list, obtaining a contract, or favorable treatment under a contract, is prohibited. Furthermore, it is the AUTHORITY'S policy that in the event a PROPOSER or CONTRACTOR is found to have offered or given a gratuity to obtain a contract or favorable treatment thereunder, the PROPOSER involved will be refused further Proposal considerations by the AUTHORITY. The AUTHORITY may also obtain those remedies available under law and the contract, including, but not limited to, termination for default. The PROPOSER'S attention is invited specifically to those sections in SECTION 5 GENERAL CONDITIONS relating to Termination for Default and Gratuities.

2.11 PRICING CONDITIONS

All pricing, stated in U.S. dollars, shall be firm for the duration of this Contract. The quoted price(s) shall include all costs to the PROPOSER for materials, labor, equipment, testing and any and all items of expenses, fees, taxes, duties, overhead and profit for his/her full and complete performance of the Work as set forth herein. All pricing information requested in this RFP shall be provided. Failure to comply with this request may result in a rejection of the Proposal. The AUTHORITY reserves the right, to request that the PROPOSER furnish any accounting breakdown of all contract prices. This request may be made after contract price has been finalized with the successful PROPOSER. The CONTRACTOR shall be responsible for acquiring any and all licenses (applicable contractor's licenses, business licenses, etc.) and permits, required to perform the Work. In the case of any discrepancy between words and figures, the words shall prevail. In the case of errors in addition or extension, the unit rates quoted shall prevail. Only unified sums, rates, prices, or conditions will be accepted. Sums, rates, prices or any conditions which differ between individual parties of a partnership or joint venture will not be accepted. The PROPOSERS are advised that the successful PROPOSER shall conduct a safety orientation meeting for all personnel including subcontractor personnel, to conduct weekly gang box meetings and to adopt a safety program. All costs are to be included in the quoted prices.

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2.12 INSURANCE

The CONTRACTOR shall provide, at a minimum, the insurance coverage listed under the insurance provisions as described in SECTION 5 - GENERAL CONDITIONS. The CONTRACTOR shall name the AUTHORITY as additional insured and furnish a waiver of subrogation in favor of the AUTHORITY.

2.13 EXCEPTIONS AND DEVIATIONS

Except as provided in the following paragraph no qualifications to any requirement, provision, specification or stipulation of this RFP document shall be made by the PROPOSERS. Failure to comply with this condition may result in a rejection of any Proposal. If the PROPOSER feels it would be advantageous to the AUTHORITY to deviate from the requirements, conditions and provisions set forth in the RFP, the PROPOSER may present such departures as an alternative, marked as such and presented with the principal Proposal, explaining in full detail the nature and extent of the proposed departure and the subsequent impact on the prices, schedules or any other aspect of the Proposal. Such departures, shall be clearly identified and listed in a separate section of the Proposal devoted explicitly to that purpose. Considerations of any alternate Proposal shall be at the sole discretion of the AUTHORITY. Alternates based on the PROPOSER'S trade secrets will be considered confidential only if so noted on the alternate submitted. Alternates not involving trade secrets may be proposed. During the Proposal review process, the AUTHORITY shall not be responsible for identifying or resolving any deviations that may be contained in the Proposal. If a PROPOSER is awarded the Contract, the only deviations recognized will be those mutually agreed upon and incorporated into the Contract in writing.

2.14 PRE-PROPOSAL AND JOBSITE INSPECTION

The PROPOSERS shall inspect the site for familiarization with every phase of the Work and all existing and controlling conditions and limitations. The submittal of a Proposal shall be considered evidence that the PROPOSER has inspected the site and the plans for the site and is aware of all the conditions which may affect the Work and the Proposal, whether or not such conditions are referred to in the RFP. Arrangements for access to the site will be provided during the Pre-Proposal meeting. The PROPOSERS are required to attend the mandatory Pre-Proposal meeting and Jobsite Inspection in order to become fully acquainted with the scope of Work prior to submitting the Proposal. Due to limited space at the administration building the Pre-Proposal meeting will be held at the Jamestown Library on the date and time indicated in SECTION 2.27 - Schedule For Submittal. Immediately following the Pre-Proposal meeting access to the jobsite will be provided for inspection by potential bidders. Questions presented during the Pre-Proposal meeting will be recorded and a formal response will be provided as an addendum to this RFP. It should be noted that during the job site inspection March 3, 2008 Page 22

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that any questions raised should also be formally submitted in writing to guarantee a proper response. Pre-Proposal Location: Jamestown Library 26 North Main Rd Jamestown, RI 02835 (401) 423-7280

2.15 DISCREPANCY, OMISSION, AND ADDENDA

Should the PROPOSER find discrepancies in or omissions from the RFP documents, or should their intent or meaning appear unclear or ambiguous, the PROPOSER shall notify the ENGINEER for resolution. Replies to such notices will be made in the form of an Addendum to the RFP documents issued simultaneously to all PROPOSERS. The PROPOSER shall acknowledge receipt of all Addenda in the Proposal transmittal letter. The AUTHORITY will not be bound by, and the PROPOSER shall not rely on, any oral interpretations or clarifications of the RFP documents.

2.16 SIGNATURE REQUIREMENT

The Proposal shall be signed by a duly authorized officer or representative of the company. If the PROPOSER'S company is a corporation, the Proposal shall be signed in its name and on its behalf and under seal by a duly authorized signing officer of the corporation and shall be accompanied by a certified copy of a resolution of the corporation's Board of Directors authorizing such execution. The office held by the signing officer shall be shown. If the PROPOSER submits a Proposal as a partnership or joint venture, a "Power of Attorney" shall be submitted with the Proposal, executed by all of the general partners or members of the joint venture designating and appointing one of the general partners or members of the joint venture as a "Management Sponsor," and authorizing the Management Sponsor to sign the Proposal on the PROPOSER'S behalf, to act for the PROPOSER in all matters relating to the Proposal and, in particular, to agree that each partner or member of the joint venture are jointly and severally liable for any and all of the duties and obligations assumed by the PROPOSER under the Proposal and the Contract, if awarded. The Proposal shall be signed on behalf of the partnership or joint venture in its legal name by the Management Sponsor. If requested by the AUTHORITY, satisfactory evidence of the authority of any signatory to sign on behalf your company shall be furnished.

2.17 BONDING

The Proposal shall be accompanied by a Proposal Bond as guarantee in the amount of five percent (5%) of the total contract value and issued by a qualified surety company. Failure to provide such a bond at the time specified may result in the Proposal not being considered. The bond shall be valid for a minimum of 90 days from the Proposal due date. A certified check or a cash escrow in favor of the AUTHORITY in the amount noted shall be acceptable for fulfillment of this requirement. Withdrawal of the Proposal without authorization or failure to successfully March 3, 2008 Page 23

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execute a contract within 30 days of the Notice to Proceed will result in forfeiture of the Proposal Bond. The Proposal shall be accompanied by evidence in writing from a recognized insurance, bank or bonding company (not agents) that if the Proposal is successful, a Performance Bond and Payment Bond as required by the Proposal documentation will be made available within 30 days from the date on which the PROPOSER is offered the Contract. Failure to submit evidence may cause the Proposal to be rejected. The Performance and Payment Bond shall be in the penal sum of one hundred percent (100%) of the Contract price. The insurance company and/or sureties referred to above will be required to enter into a Bond jointly with the PROPOSER in the sum provided in the Proposal for the due performance of the Contract. The Surety selected by the PROPOSER shall be acceptable to the AUTHORITY. Minimum requirements are: · · Licensed to conduct business in the State of Rhode Island; and Name in the current list of "Companies Holding Certificates of Authority as Acceptable Sureties on Federal bonds and as Acceptable Reinsuring Companies" as published annually by the Department of Treasury.

All of the Proposal Bond, certified checks or cash escrows submitted as Proposal guarantees will be returned immediately after execution of the Contract.

2.18 VALIDITY OF PROPOSAL

It is expected that a Proposal shall be accepted, or all Proposals rejected, within ninety (90) days after the Proposal due date. The Proposals submitted shall be valid for a period of ninety (90) days after Proposal due date. No work shall be performed until the contract has been fully executed, delivered, and a Notice to Proceed issued.

2.19 ADDITIONAL INFORMATION

Should the AUTHORITY seek clarification or further information from the PROPOSER during the Proposal evaluation period the PROPOSER will be expected to provide all assistance to the AUTHORITY during this period, free of charge, to enable the AUTHORITY to assess the Proposal fully.

2.20 CAPABILITY REQUIREMENTS

The PROPOSER is required to demonstrate capability of designing, manufacturing, installing, testing, and implementing a completely integrated and operational Electronic Toll and Traffic Management system, as fully described in SECTION 4 - SYSTEM FUNCTIONAL SPECIFICATIONS of this RFP, through the use of the PROPOSER'S personnel and resources or subcontractors, as necessary.

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The PROPOSER shall be able to demonstrate experience with traditional toll collection systems and electronic toll collection (ETC), specifically E-ZPass. Computer network engineering and communication development skills shall also be demonstrated.

2.21 CONTRACTOR/ENGINEER MEETING

As soon as practicable after an award of the Contract, the CONTRACTOR shall meet with the ENGINEER to explore procedures of reporting, monitoring, recording, and assessing any changes or impediments to the Works or their progress that may arise. All agreements shall be recorded in writing and the agreed procedures shall be implemented by the CONTRACTOR, his/her subcontractors, and the ENGINEER throughout the Contract.

2.22 CONTENTS OF SUBMITTAL

The technical section of the Proposal shall be limited to not more than 250 pages, exclusive of drawings, illustrations, graphics, product data sheets, pictures, photographs, dividers, and other supplementary technical data. Type size and margins for text pages should be in keeping with accepted standard formats for desktop publishing and processing and should result in no more than 500 words per page. It is important that the technical section clearly sets out the details of the system concepts, operational parameters, functional and operational requirements, and various procedures for the design, development, fabrication, programming, integration, testing, installation, implementation, maintenance and field evaluation of the toll system. To ensure completeness and to facilitate Proposal evaluation, the structure of the Proposal shall follow exactly what is set out below. The items below shall be included in the Proposal. disqualification from the selection process. 2.22.1 Letter of Submittal The cover letter from the PROPOSER shall be from a person in the firm authorized to submit the Proposal and legally bind the CONTRACTOR. 2.22.2 Proposer Identification Legal name and address of company responsible for the execution of the contract. Legal form of the company (partnership, corporation, joint venture, etc.). If joint venture, identify the members of the joint venture and provide all information required within this section for each member and briefly identify their respective contribution to the overall project. "Parent company" if company is a wholly owned subsidiary. Address(es) of office(s) and other facilities working on this project. Failure to comply may result in

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Name, title, address, telephone number, fax number, and e-mail address of the person to contact concerning the Proposal. Names of all subcontractors providing the necessary experience and expertise to perform the required services and descriptions of the roles for each such organization in the project. 2.22.3 Executive Summary The PROPOSER shall submit a brief and concise executive summary of their Proposal. The Executive Summary shall be no more than five (5) pages in length. 2.22.4 Capability and References The PROPOSER shall complete a Contractor Qualification Statement form, attached as APPENDIX A, describing the PROPOSER'S experience with executing contracts relating to ETC systems and traditional cash toll collection systems. This submission shall include details of the PROPOSER'S technical, management, and financial resources in relation to the contracts described. If the PROPOSER is using subcontractor(s) to provide any of the required experience, the Contractor Qualification Statement form shall also be completed by the subcontractor(s) and the PROPOSER shall identify any of the requirements being met by the sub-contractor(s). 2.22.5 Proprietary Equipment The PROPOSER shall submit a listing of all proprietary items related to the work under this Contract. 2.22.6 Local Knowledge The PROPOSER shall demonstrate knowledge of the local environment and understanding of the configuration of the toll plazas and surrounding areas. The PROPOSER shall also demonstrate knowledge of the physical environment in which the toll system shall operate. 2.22.7 Approach To Work The PROPOSER shall describe the proposed approach to the work as outlined below. 2.22.7.1 Project Management Plan (PMP) The PROPOSER shall provide an organization chart indicating management's project structure. Indicate how the project organization and personnel shall carry out the planning, implementation, and execution of the project according to the detailed schedule of activities. The PROPOSER shall describe the proposed communication procedures for controlling all correspondence, submittals and other communications between the PROPOSER and the ENGINEER. If selected the CONTRACTOR'S PMP shall be approved by the ENGINEER and subject to modifications per the ENGINEER'S review. The PROPOSER shall fully describe the project team. following: March 3, 2008 Page 26 That description shall include the

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· · ·

All organizations and individuals, clearly indicating the precise role that each organization and individual will have within the project; The Project Manager to be assigned for the duration of the project; Key personnel to be assigned to the project. Resumes for all personnel indicating their education, current and past experience in fulfilling the specific requirements of this Proposal shall be attached. Resumes shall be limited to not more than 2 pages. Type size and margins for text pages should be in keeping with accepted standard formats for desktop publishing and processing and should result in no more than 500 words per page; and The PROPOSER'S experience of working in the local environment and proposed local presence for interfacing with the ENGINEER and the AUTHORITY. The environment includes, but is not limited to federal and state agencies' regulations and policies; local environmental documentation requirements; local building codes; and other local design criteria.

·

The Proposal shall identify any subcontractors the PROPOSER proposes to employ and the parts of the Work to be subcontracted. The AUTHORITY plans to award a single contract to a main contractor (the CONTRACTOR) who shall be responsible for the design, development, fabrication, installation, successful testing, and maintenance of the Toll Collection System. Any subcontractors proposed shall be specified in the Proposal and supporting information on company and individual qualifications of those people who will perform the work shall be included in the Proposal. Nothing in the Proposal, including the use of subcontractors, shall relieve the CONTRACTOR of its prime and sole responsibility for the performance of the work under the contract. 2.22.7.2 Project Schedule The PROPOSER shall provide a Project Schedule, which identifies all key milestones and events and reflects the urgency for completion expressed by the AUTHORITY. The Project Schedule shall clearly describe each activity with a beginning date and duration. 2.22.7.3 Quality Assurance The PROPOSER shall describe their approach in developing an effective quality assurance program to ensure full compliance with the requirements of the RFP and all contract documents. The Proposal shall describe the approach in maintaining records and/or data essential to providing objective evidence of quality, training, reports, project monitoring, etc. The Proposer shall describe the approach to be implemented to ensure that all supplies, components, systems, subsystems and services procured from subcontractors and vendors conform to the contract requirements.

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2.22.8 Technical Proposal The PROPOSER shall prepare a technical section in response to each of the sections and subsections in SECTION 4 - SYSTEM FUNCTIONAL SPECIFICATIONS of this RFP. Evaluation will be based most heavily on how well the needs of the AUTHORITY are met rather than the method of achieving them, as long as all of the requirements are met in the RFP. The elements of this section shall be numbered to correspond with the numbering in SECTION 4 - SYSTEM FUNCTIONAL SPECIFICATIONS of this RFP to facilitate an efficient and effective review. The technical statements shall demonstrate the PROPOSER'S abilities to select the proper hardware and software, integrate various modules of the system, install and test all aspects of the system, prepare documentation, prepare/conduct training programs, and provide adequate maintenance. The PROPOSER shall include a complete list of hardware to be supplied for this project. This list shall include the manufacturer's name, model number, and manufacturer's detailed specification sheets (cut sheets) for every component of the new equipment provided for this project. These sheets shall be provided at the end of the technical section. 2.22.9 Price Proposal The AUTHORITY intends to issue a fixed price contract based on submitted prices for the System, which are fair and accurate. Although price will be a factor in selection, it will be balanced by the other important selection criteria as described in this RFP. Price sheets for all equipment, system design, fabrication, installation, integration, testing, etc., shall be submitted by the PROPOSER using the format given in the Price Sheets, which is included in APPENDIX B. If elements required in the PROPOSER'S response are not on the Price Sheet, the PROPOSER shall add them, using additional lines as needed. The cost of items not on the list shall not be spread over items already on the list. The cost and quantity of each item and the extension (cost x quantity) shall be clearly shown on the Price Sheet. In the event of calculation errors on the Price Sheet, the unit cost shall prevail. The quantities shown for each item are estimates and may be changed by the AUTHORITY, if necessary, to reflect the toll and ETC system being proposed. A spare parts list shall be included along with individual cost for each spare item. Test equipment shall also be listed along with related cost. All installation related cost (labor, equipment, etc.) may be summarized as simply installation cost. All costs necessary to provide a complete operating system shall be identified on the Price Sheet by the PROPOSER. The PROPOSER shall not assume that cost left off the Price Sheet, by accident or otherwise, will be added to the Contract price.

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All costs listed on the Price Sheet shall be summarized into one cost for the Project and a cost for any alternative proposals. All costs listed on the Price Sheet shall be fixed for one year following Final System Acceptance of the Work and shall not be subject to any price or currency fluctuations. After the one year, the AUTHORITY shall have the right to order additional units of any item on the Price Sheet list at the cost submitted adjusted in accordance with Consumer Price Index (CPI) (United States City Average), published monthly in the Monthly Labor Review by the U.S. Department of Labor, Bureau of Labor Statistics. The method of calculating the reimbursable cost of items on the Price Sheet list ordered by the AUTHORITY one year after Final System Acceptance will be according to the following formula: · Reimbursable Cost = Proposal Price multiplied by CPI for Purchase Month divided by CPI for month of Final System Acceptance

Should the method of computing the CPI be revised by the Bureau of Labor Statistics between the base CPI and any given year in which a computation is being made, the base CPI shall be adjusted accordingly. The rates and extensions in the Price Sheet and all other sums leading to and including the Proposal Total shall be completed to two decimal places. 2.22.10 IRS Form W-9

The IRS Form W-9 attached as APPENDIX shall be completed and submitted with the proposal if the bidder falls under IRS requirements to file this form.

2.23 ADDENDA TO RFP

Revisions and Clarifications to this RFP shall be issued in the form of addenda by the AUTHORITY in a timely manner to all known holders of the Request for Proposal. All PROPOSERS shall acknowledge receipt of any such addenda in their Proposals.

2.24 CONTRACTOR SELECTION

Each Proposal shall be evaluated based on the criteria outlined below. Proposals containing errors may, at the sole discretion of the AUTHORITY, be considered or rejected. Proposals with errors that are to be considered shall be corrected by the PROPOSER in concert with the ENGINEER. 2.24.1 Evaluation Criteria PROPOSER'S Proposals shall be evaluated based on the following criteria: Previous Related Project Experience and Qualification; RFP Compliance; March 3, 2008 Page 29

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Interview (if shortlisted); Approach to Work and Technical Adequacy; Proposed Project Implementation Schedule; and Price 2.24.2 Project Experience The PROPOSER shall demonstrate prior experience in the design, fabrication, installation, integration, testing, and successful implementation of toll collection and ETC systems. Key areas include experience with different situations/facilities, ability to complete work on time and in budget, functionality of previous systems. The PROPOSER shall provide the qualifications of key staff members that will be assigned to the project including the project manager. In addition to representation of qualifications for similar project experience the PROPOSER shall also provide previous project qualifications and experience in implementing multi-lane open road tolling (ORT) systems. 2.24.3 RFP Compliance The PROPOSER shall demonstrate that the proposed toll system meets all of the functional specifications of the RFP. Furthermore, the PROPOSER shall demonstrate thorough understanding of the needs and goals of the project. 2.24.4 Approach to Work and Technical Adequacy Each Proposal will be assessed for strength or weakness regarding the proposed Toll Collection System and methodology to complete the work as specified in this RFP. Each design consideration will be appropriately assessed in conformance with the RFP requirements and the acceptability of the technical design of the toll system. 2.24.5 Price Although price will be a factor in selection, it will be balanced by other criteria given here. The ultimate contract may or may not be awarded to the PROPOSER with the lowest price. Best value will be an important consideration to the AUTHORITY on this procurement. 2.24.6 Interview Short Listed PROPOSERS shall be interviewed by the AUTHORITY and the ENGINEER. Presentation format, time limits, materials requested, etc. shall be sent to all PROPOSERS with whom interviews are deemed appropriate. The PROPOSER'S nominated project manager and other key members of the PROPOSER'S team shall be the presenters at the interview. The AUTHORITY reserves the right to select a preferred PROPOSER without conducting interviews.

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2.25 AWARD AND EXECUTION OF THE CONTRACT

2.25.1 Consideration of Proposals The AUTHORITY reserves the right to correct arithmetic errors in the Proposals prior to comparison of said Proposals. In the event of a discrepancy between unit bid prices and extensions, the unit bid price shall govern. The AUTHORITY reserves the right to reject any or all Proposals, to waive technicalities or to advertise for new Proposals. 2.25.2 Post-Qualification Requirements and Award of Contract The successful PROPOSER will first receive a Notice of Intent to Award. This written communication will indicate the conditional intention of the AUTHORITY to award the Contract and instruct the successful PROPOSER to arrange for the execution of the Contract Agreement and Performance Bond and for the delivery of the Certificates of Insurance, all as hereinafter provided. On Contracts jointly bid, Contractors will be held jointly and severally liable for the entire Contract. Corporate PROPOSERS shall furnish documentary evidence that they have met all legal requirements to transact business in the State of Rhode Island as a condition precedent to approval of the Contract. 2.25.3 Cancellation of Award The AUTHORITY reserves the right to cancel the award of any Contract before the execution thereof by all parties without any liability against the AUTHORITY. 2.25.4 Return of Proposal Guaranty The AUTHORITY reserves the right to retain the surety of all PROPOSERS until either the successful PROPOSER enters into the Contract or until such time as the award or cancellation of the Contract is announced. At this point sureties will be returned to all PROPOSERS. 2.25.5 Performance Bond The successful PROPOSER shall provide an executed Performance Bond and Payment Bond within five (5) business days of the date of Notice of Intent to Award, for sum not less than the full contract amount. These bonds shall: 1. Be Signed by Surety (or Sureties) that is (ara) listed in the current U.S. Treasury circular 570 and authorized to do business in the State of Rhode Island and Providence Plantations and accompanied by a certification as to authorization of the attorney-in-fact to commit the Surety company (or companies) and a true and correct statement of the financial condition of the said surety company (or companies).

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2. Be conditioned upon the faithful performance of the contract by the CONTRACTOR within the prescribed time. 3. Guarantee that the surety shall indemnify, defend and protect the AUTHROITY, its representatives, agents and Engineer against any claim of direct or indirect loss resulting from the failure: a. Of the CONTRACTOR (or any of the employees, subcontractors, or agents of the CONTRACTOR) to faithfully perform the contract, or b. Of the CONTRACTOR (of the subcontractors, or agents of the CONTRACTOR) to pay all laborers, mechanics, sub contractors, agents, material man, or provisions for carrying out the work. The AUTHORITY may require sureties or surety companies on the contract band to appear and qualify themselves. Whenever the AUTHORITY deems the surety or sureties to be inadequate, it may, upon written demand, require the CONTRACTOR to furnish additional surety to cover any remaining work. Until the added surety is furnished, payments on the contract will stop. In the event of insolvency of the surety, the CONTRACTOR shall forthwith furnish and maintain, as above provided, other surety satisfactory to the AUTHORITY. All alterations, extensions of time, extra and additional work, and other changes authorized by the Contract Documents may be made without securing the consent of the surety or sureties of the bond. 2.25.6 Execution and Approval of the Contract The Contract shall be executed by the successful PROPOSER, hereinafter referred to as the CONTRACTOR, and submitted along with the required Certification of Insurance, and Payment and Performance Bonds in the form satisfactory to the AUTHORITY within five (5) business days of the Notice of Intent to Award. Receipt by the CONTRACTOR of the fully executed Contract Agreement will constitute the AWARD of the Contract. 2.25.7 Notice to Award Within one (1) month of interviews, a preferred PROPOSER shall be selected. Discussions with the preferred PROPOSER shall begin immediately upon selection and may culminate in an executed contract. Unsuccessful PROPOSERS shall be notified the results of the Contract award. 2.25.8 Failure to Execute Contract a. Failure of the AUTHORITY to Execute Contract If the Contract is not executed by the AUTHORITY within forty five (45) calendar days following execution of the Contract Agreement and Bond by the Page 32

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CONTRACTOR, said contractor shall have the right to withdraw its Proposal without penalty. b. Failure of the PROPOSER to Execute Contract Failure of the successful PROPOSER to execute the Contract Agreement and Performance Bond, deliver the required Certificates of Insurance; and comply with other stipulations within five (5) business days of the Notice of Intent to Award shall be considered revocation of said Notice and require forfeiture of the Proposal Bond to the AUTHORITY. Such forfeiture shall not be considered a penalty, but rather a liquidation of damages sustained by the AUTHORITY.

Furthermore, the AUTHORITY will not issue or receive subsequent proposals for construction work from a PROPOSER who fails to execute a Contract until said PROPOSER demonstrates its ability to obtain the necessary bonding and insurance coverage to the complete satisfaction of the AUTHORITY. In the event the contract is not executed with the first-designated responsible PROPOSER, the AUTHORITY may either award the Contract to the next preferred PROPOSER or reject all bids and re-advertise the Project for the purpose of soliciting new Proposals.

2.26 SUBMITTAL DOCUMENTS

Submittals for the Technical and Price Proposals should be in separate envelopes. They should be sealed and clearly labeled on the outside of the package "SEALED TECHNICAL PROPOSAL ­ RITBA TOLL SYSTEM" and "SEALED PRICE PROPOSAL ­ RITBA TOLL SYSTEM" together with the name of the PROPOSER. The contents should be in the following order: Technical Proposal Format 1. Letter of Submittal 2. PROPOSER Identification 3. Authorization of Signature Authority 4. Executive Summary 5. Capability and References 6. Local Knowledge 7. Approach to the Work 8. Project Management Plan 9. Project Schedule 10. Quality Assurance 11. Technical Specifications Cost Proposal and Forms 1. Price Sheets 2. Spare Parts List (Incorporated in Price Sheets) 3. Proposal Bond 4. Maintenance Bond 5. Alternative(s) Pricing March 3, 2008 Page 33

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2.27 SCHEDULE FOR SUBMITTALS

ISSUE RFP MANDATORY PRE-PROPOSAL MEETING DEADLINE FOR QUESTIONS REGARDING RFP PROPOSAL DUE DATE INTERVIEWS Note: All times are Eastern Standard Time February 5, 2008 February 14, 2008 at 9:00 am February 22, 2008 at 3:00 pm March 18, 2008 at 3:00pm April 7 and 8, 2008

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3. SYSTEM CONCEPT

3.1 INTRODUCTION

This section of the RFP provides a conceptual description of the expected new toll collection system including E-ZPass for the Rhode Island Turnpike and Bridge Authority at the Newport/Pell Bridge toll facility in Jamestown, Rhode Island. The new toll collection system will include both electronic toll collection and manual cash toll collection. The system integrator selected (The CONTRACTOR) shall be responsible for all aspects related to the design, development, integration, factory testing, installation, deployment, field testing and maintenance of all software, hardware and other equipment comprising the toll collection described in this RFP.

3.2

DESCRIPTION OF THE FACILITY

The Newport/Pell Bridge toll plaza itself consists of twelve lanes, six in each direction, providing several methods of payment to passing patrons. The current system consists of four lane types accommodating various methods of payment including Cash, Token, Ticket, Voucher and Requisitions (for use with Jamestown ambulances). The plaza's physical layout will remain the same; the functionality of particular toll lanes will however change to accommodate the introduction of E-ZPass and eventual phase out of tokens and tickets. Figure 3-1 provides an overview of the current plaza layout. The Newport/Pell Bridge toll facility also has a Plaza/Administration Building where toll operations are supported. The Plaza portion of the building is where all day-to-day toll collection activities are performed such as supervisor tasks, collector bank-outs and deposits, ticket sales, patron violation payments and vault collection. Other sections of the building are dedicated to the overall day-to-day administration of the facility where management and administrative offices are housed. General bridge management, collector auditing, bank deposit preparation, token sorting and packaging (only for the phase out period), and tickets sales are carried out within the Plaza Building.

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1

2

3

4

5

6

Legend Token Toll Booth

Over wide Tokens Cash Cash/ Cash/ Tokens & Only Only Tokens Token Only Overweight

Light Curtain Loop Treadle

Canopy

Traffic Cones VIS/VSS Camera Violation Signal

Tokens Cash/ Cash/ Only Tokens Tokens

Over wide Cash Tokens & Only Only Overweight

Plaza/ Operations

7

8

9

10

11

12

Figure 3-1 Current Plaza Layout

3.3

CURRENT TOLL RATE SCHEDULE

The current toll rate schedule in effect at the Newport/Pell Bridge is based on the following table.

Vehicle Classification Two-axle automobiles, pickups and vans up to 8,000 lbs Gross Vehicle Weight (GVW), cars, self-contained campers & motorcycles 11 crossings/10 tokens Two-axle vehicles over 8,000 lbs (GVW), trucks & buses Three-axle trucks, buses & combinations Four-axle trucks & combinations Five-axle trucks & combinations

One Way Toll Booth $2

Bulk Purchases 60 tokens for $50* 11 tokens for $10

$10 $2 $3 $4 $5 5 tickets**/$10.00 5 tickets/$15 5 tickets/$20 5 tickets/$25

* Must be purchased in increments of $50; ** The prepaid ticket is the same as cash- $1 per axle.

Table 3-1 Current Toll Rate Schedule

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The purchases of axle tickets are currently made available via cash or check at the Administration Building Office. Tickets are primarily sold for use with commercial customers where tickets can be distributed by fleet managers to drivers for use during passage over the bridge. Tickets are sold in strips of five for each commercial vehicle class. In addition to the standard ticket sales the AUTHORITY also provides ticket sales for use with overweight vehicles.

3.4

TICKET AND TOKEN PHASE OUT

Currently tokens sales are provided for 2-axle vehicles restricted to passenger vehicles only. Ticket sales are provided for all other vehicles based on axle count as well as oversized vehicles. With the introduction of E-ZPass it is the AUTHORITY"S intention that both token and ticket sale programs will be eliminated. Based on discussions and knowledge of similar systems it is expected that there will be a 3-6 month token/ticket phase out period. During this period it is expected that patrons will have the opportunity to participate in an "E-ZPass Credit Program". Under this program patrons will be able to open an E-ZPass account and a credit will be applied for any tokens or tickets redeemed at that time. After the phase out period has expired, the AUTHORITY will no longer accept tokens or tickets as a form of payment in the lanes, or as a credit. There is also a current voucher program which is expected to be retained for use with the new system. Under this program vouchers are provided for unpaid tolls and U-Turns. In the event when a patron cannot pay a fare an Unpaid Toll voucher is completed by the collector and one portion is given to the patron for future payment and another portion is retained by the collector to be included during their cash out. For U-Turns patrons are required to pay the initial fare and a voucher is provided to the patron to render upon return in the opposite direction within a set time limit.

3.5

TOLL COLLECTION LANE TYPES

· M/ETC - lanes equipped for a toll collector to accept cash payment and to accept electronic payment. · D/ETC - lanes equipped to accept electronic payment only. · Bypass Lane ­ lanes used for overweight and over-width vehicles. Vehicles using the bypass lanes, such as overweight, other permit or any other vehicle not able to use standard toll lanes will be processed via a supervisor and corresponding workstation.

The following types of toll lanes are to be provided at the Toll Plaza:

3.6

PLAZA FUNCTIONALITY

The new plaza configuration allows for continuous toll collection and operations even during the system transitioning period. The plaza configuration will remain the same as it relates to the

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infrastructure. Only the functionality of particular lanes shall change according to the following directions (refer to Figure 3-2 for details): · Lanes 1 and 12 shall continue to be Bypass lanes used for oversized vehicles (no toll collection or ETC equipment will be installed in these lanes); · Lanes 2, 6, 7 & 11 will be D/ETC lanes; and · Lanes 3, 4, 5, 8, 9 & 10 will become M/ETC full service lanes Transitioning from automatic coin machines (ACMs) to ETC shall have a minimal impact on toll collection process. Since there are more than enough lanes to accommodate daily traffic, closing down one lane at a time to install equipment will not effect daily operations. During the transition period and when the new system comes online both ACM and ETC will be functioning simultaneously. After the transition period has expired the ACMs will be removed by the CONTRACTOR from the lanes, closing down one lane at a time. After the transition period is over, M/ETC lanes will become full service lanes providing both cash and ETC functionality.

Legend

1

2

3

Cash/ EZ Pass

4

Cash/ EZ Pass

5

Cash/ EZ Pass

6

EZ Pass Only

Token Toll Booth

EZ Over wide Pass & Overweight Only

Lane Control Gate Loop Treadle

Canopy

Traffic Cones

EZ Pass Antenna (Mounted to existing Canopy) VIS/VSS Camera

Violation Signal

EZ Pass Only

Cash/ Cash/ EZ EZ Pass Pass

Cash/ EZ Pass

Over wide EZ & Pass Only Overweight

Plaza/ Operations

7

8

9

10

11

12

Figure 3-2 New Toll Plaza Layout

3.7

TOLL SYSTEM CONCEPT

The Toll System Concept shall include the day-to-day tolling activities being supported by the new toll collection system locally at the toll plaza with the exception of the E-ZPass account

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management back office processing which will be outsourced to a partnering E-ZPass Customer Service Center agency. The AUTHORITY is currently engaged in the process of joining the E-ZPass Interagency Group (IAG) as an associate member. The AUTHORITY is also in the process of establishing an agreement with a regional toll agency for them to provide back office E-ZPass account processing and operational support to the AUTHORITY. The system itself shall be comprised of typical lane level components and software required to accurately and efficiently process vehicles as they traverse the toll plaza taking into account the various payment methods, vehicle classification, toll rates and any other occurrences typically encountered in the lane. Beyond the lane level, the system shall be configured on a local area network (LAN) type configuration connected to a Host system. The Host machine shall serve as the primary point for all toll data processing and management, system maintenance, network administration, etc.. It is also planned that the Host would support the required plaza functionality. The system shall include the addition of desktop workstations networked with the toll collection system and located throughout the plaza administration building. These workstations shall provide access to the toll collection system for the purpose of supporting day to day tolling functions as well as general administrative usage. A Video Surveillance System (VSS) shall be provided for added security where cameras will be located to monitor and record the overall operation of the plaza/lanes. Monitors shall be located in the plaza supervisor's office and in the administration office to allow AUTHORITY staff to observe plaza activities. It is not anticipated that the VSS need to be integrated with the toll collection system at this point. A conceptual overview of the system is presented in Figure 3-3 Conceptual Toll System Overview.

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Partnering Customer Service Center (CSC) E-ZPass Back Office

Build & Maintain Accounts Transaction Processing Transaction Reconciliation

Customer Service

· Account Application & Fulfillment · Account Management ·Customer Communications -Web -Customer Service Center -Call Center

Host System Transaction Processing Lane Config Toll Rate Table Settings Audit & Reconciliation Tag Inventory MOMS

Lane Controller Transaction Processing

Figure 3-3 Conceptual Toll System Overview

3.7.1 Description of Toll Lane Types The toll lane arrangement and layout at the plaza will be identical for both directions of travel. Each direction of traffic will include two Dedicated ETC (D/ETC) only lanes, three Manual ETC (M/ETC) lanes, and one Bypass lane for oversized vehicles. The following is a description of the various lane types.

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3.7.1.1

M/ETC Lanes

There are three M/ETC lanes in each direction at the mainline plaza for a total of six M/ETC lanes. Equipment in these lanes shall include a lane controller, ETC antenna, ETC reader, overhead canopy lane status light, patron fare display (PFD), lane traffic signal, a manual lane terminal (MLT), an Automatic Vehicle Classification system (AVC), a traffic gate, receipt printer, and identification card reader. It is expected that these lanes will be capable of operating in a Manual, D/ETC or mixed M/ETC mode. 3.7.1.2 D/ETC Lanes

There will be two D/ETC lanes in either direction at the plaza for a total of four D/ETC only lanes. D/ETC lanes shall include a lane controller, ETC antenna, PFD, ETC reader, island traffic light, canopy lane status light, lane traffic signal, (AVC and a traffic gate. 3.7.1.3 Bypass Lanes

There is one lane in either direction at the toll plaza for a total of two Bypass lanes. These lanes are typically used to accommodate the processing of various oversized vehicles. It is currently not planned to provide toll collection equipment within these lanes with the exception of a traffic gate. Processing of these vehicles is expected to be conducted manually by the toll supervisor. 3.7.2 Description of Lane Level Subsystems Each lane type shall require a unique configuration of its subsystems. By using independent subsystems, which shall be managed by a lane controller, system development, maintenance and operations can be simplified. The following discussion begins with lane subsystems, then progresses into the Host level functions. Typical subsystem requirements are identified in SECTION 4 - SYSTEM FUNCTIONAL SPECIFICATIONS of this document. 3.7.2.1 Electronic Toll Collection

An ETC subsystem will be installed in each toll lane with the exception of the bypass lanes. The subsystem equipment is expected to include an antenna and reader that will be integrated with the lane controller. Dependant upon the employed ETC technology a reader may be shared by multiple antennas. The ETC subsystem shall provide the communication link between the toll lane and the vehicle transponder. The subsystem shall communicate via RFID with the transponder to obtain its specific transponder ID number and pass along this information for validation and processing by the lane controller.

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3.7.2.2

Automatic Vehicle Classification Subsystem

An Automatic Vehicle Classification (AVC) subsystem shall be required for all lane types with exception of the Bypass Lanes. Comprised of various vehicle detection components and software the AVC subsystem shall be capable of detecting and classifying vehicles as they traverse the toll lane. Once a vehicles classification has been determined the AVC subsystem shall forward this information to the lane controller for transaction processing. 3.7.2.3 Video Surveillance System

A Video Surveillance System (VSS) shall be installed with a view of all lanes and the grounds surrounding the toll plaza areas. This subsystem shall consist of CCTV cameras, monitors and a Digital Video Recording (DVR) unit(s). Cameras shall be placed at strategic locations around the mainline toll lanes and the building for security observation purposes. A series of monitors are located in the Supervisor's room to allow toll lane and plaza activities to be observed. CCTV cameras shall constantly monitor and record the viewable field. The monitor shall be able to automatically or manually switch the viewing camera. The camera shall have the capability of pan, tilt, zoom (PTZ) to allow the viewing of different areas of the lanes and the plaza or building. 3.7.3 Host Level System The toll system Host shall serve as the primary point for communications and data processing of all of the toll transactions that are received from the lane level, supporting plaza functions, interface with the partnering E-ZPass agency, system maintenance management, typical network administration, management, etc.. The Host shall be located within the current toll plaza building in an environmentally controlled area. Transaction records for each toll lane shall be uploaded into the Host machine. Each lane controller shall be connected, via a LAN to the Host. The connection shall use a fiber-optic cable at the plaza building. The Host shall be responsible for storing transaction records, performing data security checks, support the data transmission to/from the lanes, data communication to/from the Partnering Agency Customer Service Center (CSC), and support the local customer service center subsystem. The Host shall also provide all local toll system related processing. Workstations for Supervisors, maintenance management staff, audit and toll collector cash out terminal shall be connected to the Host. The Host shall include a program that monitors lane and associated plaza equipment status, assigning a collector to a lane, recording end-of-shift collections, and maintenance equipment diagnostics software. As described above the toll collection plan is based on a combination of types of lanes. Cash is collected in manual/ETC lanes only and electronic tolls are collected in dedicated ETC lanes as well as in the M/ETC lanes. Full service lanes may receive revenue from both sources. Normal

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internal controls over the collection, safeguarding, and depositing collected funds shall be a primary requirement of the local CSC. Revenue from ETC transactions is electronic not cash. Controls shall be implemented to assure that transaction data are properly recorded, no transactions are "lost" and that all transactions are accurately and completely transferred to the Host and, in the case of E-ZPass records, passed along to the partnering agency CSC. At the E-ZPass account management system, transactions will be posted to E-ZPass customer accounts, and ETC revenue collections will be transferred into an AUTHORITY revenue account. The inability to reconcile a transaction could result in a loss of revenue. Reconciliation is the key to assuring all data is recorded, revenue accounted for, and reporting is accurate. The number and classification of all transactions for each lane shall be compared to the revenue collection. In M/ETC lanes the toll collector transactions and the ETC transactions shall be carefully reconciled against the AVC data for each specific toll transaction. The Host shall provide, at a minimum, the following major functions: · Toll Audit and Reports; · Cash Counting/Collector Cash Out; and · Financial Accounting and Reporting. The new plaza configuration shall allow for continuous toll collection and operations even during the system transitioning period. The plaza configuration shall remain the same as it relates to the infrastructure. Only the functionality of particular lanes shall change according to the following: · Lanes 1 and 12 shall continue to be Bypass lanes used for over wide and overweight vehicles (no ETC equipment will be installed in these lanes); · Lanes 2, 6, 7 & 11 will be dedicated ETC lanes; and · Lanes 3, 4, 5, 8, 9 & 10 will become M/ETC full service lanes Transitioning from ACMs to ETC shall have a minimal impact on toll collection process. With the expectation that there are adequate lanes to accommodate daily traffic levels, closing down one lane at a time to install equipment is not expected to affect daily operations. During the transition period and when the new system comes online both ACM and ETC will be functioning simultaneously. After the 6 month transition period has expired the ACMs shall be removed from the lanes, closing down one lane at a time. After the transition period is over, M/ETC lanes shall become full service lanes providing both cash and ETC functionality. 3.7.4 E-ZPass Customer Service Center As mentioned previously in this RFP, the AUTHORITY intends to outsource its E-ZPass customer service center and account management processing to a regional toll agency under a partnering arrangement. Under this arrangement the partnering agency will receive all E-ZPass March 3, 2008 Page 43

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transactions from the RITBA system for processing and reconciliation with the AUTHORITY. Tag status files shall be received by the Host from the partnering agency on a period basis (assumed to be daily). The E-ZPass tag status files shall be automatically received by the Host and propagated out to each lane controller within the plaza for in lane verification when E-ZPass transponders are detected to ensure that the patron is an account holder in good standing. To accommodate local patron account setup and management during the initial startup period, a temporary structure (to be provided by the AUTHORITY) will established on-site at the toll plaza. This structure will serve as a walk-in CSC store front type location for anyone wishing to establish an E-ZPass account, including token or ticket sale redemption and general account maintenance. During the initial startup period this location may also serve as a supplemental call center for E-ZPass account management. Although the services and operations within the temporary store front will be provided under the partnering agreement the CONTRACTOR shall also be required to extend the toll system network into the structure including any network cabling, drops, etc. that may be required to adequately connect service center workstations to the toll system. 3.7.5 Communication System The communication infrastructure shall link all lanes, plaza, host and store-front subsystems together via a LAN. Communications between the lane and the plaza building shall be via fiber optic cable. Within the plaza/administration building any new communication lines shall be at a minimum CAT 6 cabling. Use of existing network wiring within the plaza/administration building may be utilized provided it shall support the required data bandwidth, system functionality and operating requirement of the toll collection system, as identified herein. The overall communication network shall also include any and all necessary hardware such as hubs, switches, routers, firewalls, etc. The AUTHORITY will work with the CONTRACTOR and its partnering E-ZPass agency to determine the best solution in configuring and establishing a dedicated communication link and/or internet connection with the partnering agency.

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4. SYSTEM FUNCTIONAL SPECIFICATIONS

This section identifies the functional and operational requirements of the toll system from activities in the toll lanes through to the Host. The PROPOSER is urged to read this part very carefully and submit questions through the RFP process if additional explanation and/or clarification is needed. Comprised of various vehicle detection components and software the AVC subsystem shall be capable of detecting and classifying vehicles as they traverse the toll lane. Once a vehicles classification has been determined the AVC subsystem shall forward this information to the lane controller for transaction processing. If any information is found to be in contradiction to that presented in SECTION 3 - SYSTEM CONCEPT, this section shall take precedence. The PROPOSER/CONTRACTOR shall be responsible for the successful design, development and implementation of the software and hardware comprising the toll collection system as per the requirements of this Section. As a major condition of Final Acceptance, the system shall be measured, among other things, by full compliance with the SECTION 4 - SYSTEM FUNCTIONAL SPECIFICATIONS of this RFP.

4.1

SYSTEM OVERVIEW

The CONTRACTOR shall provide a new Toll Collection System which provides all system functions as described in this RFP. It shall be the CONTRACTOR'S responsibility to ensure that all necessary functions are implemented within the new Toll Collection System in order to provide the AUTHORITY with a fully functioning, auditable, cash and ETC. The overall System shall be comprised of two major levels, the Lane and the Host. The Lane level section below is intended to address those requirements both functional and technical that relate to the processing of toll transactions within the lane(s). The Host level section describes the functional and technical requirements as they relate to all plaza and other system administrative functions. As part of the Host requirements Plaza functionality has also been included. These requirements have been included under the Host section as it is expected that a separate Plaza server shall not be required. The CONTRACTOR may, however, at their own discretion propose the use of a separate plaza server if it is deemed necessary. As is described previously, the following lane designations shall be used in this project: · Manual Lanes with ETC (M/ETC) · Dedicated ETC (D/ETC) · Bypass Lanes

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4.2

LANE LEVEL REQUIREMENTS

4.2.1 Lane Functional Requirements 4.2.1.1 Manual/ETC Lane Functionality

Manual/ETC lane functionality, where vehicles stop or at least slow down shall be the following: · · Capable of operating where a toll collector accepts cash, vouchers and the system reads ETC tags (E-ZPass); and Capable of operating as a dedicated ETC unattended lane.

All M/ETC lanes shall be designed and equipped to read IAG/E-ZPass Tags. Each lane shall have a micro-processor based lane controller utilizing a multitasking operating platform. 4.2.1.1.1 Lane Opening The system design shall allow lanes to be opened either in the lane or from the Plaza Supervisor Workstation. The system design shall provide for lanes to be opened either in dedicated ETC mode or in mixed Manual/ETC mode. The toll terminal shall be a touch screen device whereon "soft" keys are displayed. Touching buttons on the screen shall allow the collector to classify vehicles, request receipts and accomplish the other tasks necessary to operate a toll lane. As the collector passes from one series of steps to another the screen shall be refreshed to customize the buttons and their layout to the new step series. In a lane operating in attended mode, a collector shall first log in to open the lane to traffic. Security shall be provided to assure the AUTHORITY that only authorized toll collectors can use the system and that a collector can be logged onto only one lane at any given time. The instructions and keypad, or similar, shall be shown on the touch screen for the toll collector login function. The collector ID shall be validated by the lane controller software application in order to succeed in logging in. Collector ID numbers shall be unique. The lane controller shall receive all changes to the valid collector table as they occur. When the toll collector's proximity card is unavailable or not working, the collector shall be able to manually key in his/her ID number.

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When manual keying is used to log in, it shall result in an alert message at the toll supervisor's workstation. The toll supervisor shall be able to either deny or confirm the manual log-in. If the toll supervisor takes no action, the system shall permit the log-in by the collector after a period of approximately 60 seconds (user defined parameter) has elapsed. Once logged in, the collector ID numbers shall be distributed, in real time, to all lanes in the system to prevent a collector being simultaneously logged on in multiple lanes. If the log-in is for a collector that is already logged in to another lane, the system shall behave similarly to a manual key in of the badge number, alerting the toll supervisor and giving the supervisor approximately 60 second to deny or confirm the log-in, before allowing it by default (but only if the other lane that the collector is logged into has been logged out). When log in has been accepted, the collector shall be presented with a screen that allows selection from among the following options: · · · · Open the lane; Close the lane out of standby mode; Close the lane to normal traffic and open it for convoy operations; or Enter standby mode.

If convoy or funeral procession operations are selected the following shall occur: · · · · · · The canopy traffic light shall be green while the traffic light goes blank (all lights off); The toll supervisor shall be notified through the Host on the Supervisor Workstation Vehicle classifications shall not be recorded; All transactions shall be recorded in a "convoy" or "funeral procession" segment of duty and a corresponding indicator shall appear in the transaction record for each vehicle passage during these modes; For any vehicle that is part of the procession and equipped with a transponder shall not be assessed a toll; and The AVC class and the ETC class if available is included in the transaction.

The toll supervisor shall also be able to remotely place a lane in convoy or funeral operations from the plaza building through the Host computer. The toll supervisor shall also have the ability to remotely open a Manual/ETC lane in dedicated mode. The supervisor will NOT be able to remotely open a Manual/ETC lane in attended (or Mixed) mode. The toll supervisor will have remote ability to close any lane regardless of type or mode of operation.

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4.2.1.1.2 Vehicle Classification Vehicle classification in the Manual/ETC lanes at the toll plaza shall be conducted in the same manner as it is currently accomplished. The toll collector shall assign tolls based on visual inspection (axle count). This collector classification will be used as the basis for determining the fare due for cash paying patrons. The AVC classification will be used to determine the accuracy of the collector's classification. When the lane operates in dedicated ETC mode (or when a valid E-ZPass transponder used by patron during attended mode), the vehicle class shall be determined by the AVC subsystem and will be used as the basis for determining the fare due. The classification derived by the E-ZPass transponder mounted in the vehicle will be used to verify that the correct vehicle class is using the transponder. The system will place both classifications in the transaction to the Host computer. The toll collector will have the ability to reclassify a vehicle as long as the vehicle has not exited the lane. The system must retain all classifications (transponder class (ETC only), Collector class (Cash only) and AVC class (always)) during a vehicles passage through a lane and place those classifications in the transaction record to the Host computer. While in Manual/ETC mode the toll collector will not be required to classify vehicles that are using ETC as the method of payment (provided the E-ZPass tag is valid). Only cash patrons will require a classification by the toll collector. 4.2.1.1.3 Method of Payment When the vehicle classification process is complete the patron fare display reflects the amount of the toll due if paid in cash. The traffic light remains red. Having completed the classification portion of the procedure, the collector shall make a payment entry. The following are the available forms of payment (after the token and ticket phase out period is over). · · · ETC CASH VOUCHER

ETC- When a vehicle enters a lane carrying an E-ZPass tag, either the dynamic area of the touch screen shall display a large inactive VALID E-ZPass button accompanied by a high pulse audible tone (valid tag) and the patron fare is blank or the dynamic area of the touch screen displays a large inactive INVALID E-ZPass button accompanied by a low continuous audible tone (invalid tag). For a valid tag the collector need not classify the vehicle or take any other action. For an invalid tag the motorist may pay cash and the collector uses the normal procedures for cash transactions.

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Additionally, the collector will permit an ETC override when a patron wishes to pay by cash instead. This override capability will NOT require the collector to confirm a regular E-ZPass (non-override) patron with the use of a button on the collector interface. The override would only be permitted as long as the vehicle in question has not exited the lane. CASH ­ When a vehicle enters the lane and reaches the collector the patron renders the fare and the collector indicates that the full cash fare has been paid on the collector interface. No partial payment of cash fare will be accepted. Patrons that cannot pay the full fare will be issued a voucher. VOUCHER ­ Vouchers may be received by the collector as a form of payment under two circumstances; either when a patron cannot pay a toll or when a patron wishes to make a U-Turn. Under the unpaid toll scenario the collector will complete a voucher with the patron's information and include this with their cash out for reconciliation. Under the U-Turn a patron would pay for the initial passage across the bridge and the collector would issue a U-Turn voucher which in turn would be rendered when the patrons returns in the opposite direction within a configurable time limit. Format of the vouchers shall be subject to review and approval by the AUTHORITY. 4.2.1.1.4 Receipts The toll collector can request a receipt for the customer (only one receipt per transaction). Receipts can be issued for any type of payment, but only after the collector indicates the payment has been tendered (cash patron). The receipt header contains the name of the AUTHORITY (RITBA) below which is the name of the facility, both of which appear centered, on separate lines with an intervening blank line. Below the header appear labels for the collector ID, the lane number, the date and the time and on the line beneath the labels appears the corresponding data for the transaction. Then the vehicle type (e.g. 2-AXLE VEHICLE) and below that the amount paid (e.g. AMOUNT PAID $2.00), an intervening blank line and the method of payment (e.g. PAID BY CASH) appear after another intervening blank line. Last is a trailer consisting of a blank line and the words **THANK YOU** plus three lines for a RITBA definable message. Note that on receipts for payment by ETC the vehicle type is omitted. In all cases the receipt can only be printed when the vehicle in question has not exited the lane. 4.2.1.1.5 Lane Closing When the collector is ready to close the lane the Standby button is touched. This action causes the canopy light to turn red so the collector can process the remaining traffic already queued in front of the lane without attracting additional vehicles. This action also re-paints the screen so that the LANE STATE button is relabeled from "STANDBY" to "CLOSE." When the collector has emptied the queue, touching this button can then close the lane. When the lane is thus closed the canopy light remains red, the traffic light and patron fare display screen go blank and the toll terminal screen returns to the log on screen. The toll terminal screen has a screensaver feature that blanks the screen after a short period of inactivity. The screen refreshes when touched.

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4.2.1.2

Dedicated ETC Lane Functionality

Dedicated ETC lanes shall operate only in the ETC mode, which requires a patron to have an EZPass transponder mounted in the vehicle in order to use these lanes.. As vehicles pass through the lane the E-ZPass transponder will be read and the AVC subsystem will capture the axles to determine the classification. Dedicated ETC lanes shall provide the following functionality: 1. Vehicle Classification - The AVC subsystem will capture the number of axles of the all vehicles traveling through the lane. This classification will be included in the transaction sent to the Host computer. The fare due will be based on this AVC class in a dedicated ETC lane. The classification obtained from an E-ZPass transponder will be captured in the transaction and used to determine if a correct vehicle class is using a transponder. 2. Unreadable Transponder - If the vehicle has a transponder, but it cannot be read, the traffic gate will not rise and the traffic signal will remain red. At this point someone from the AUTHORITY will assist the patron in issuing an unpaid toll voucher and the vehicle will be permitted to travel through the lane once the gate is manually opened. The system will then create a violation transaction with the determined AVC classification for the vehicle passing through the lane without a valid E-ZPass transponder. 3. Valid ETC Status - If the vehicle is equipped with a valid E-ZPass transponder, the gate will rise and the traffic light will turn to green. In addition, the PFD will indicate that a valid E-ZPass tag has been read. When the vehicle exits the lane the system will format a transaction, which includes among other data elements, the transponder id, AVC classification and the E-ZPass transponder class. 4. Valid Account Status, Low Balance ­ If the vehicle is equipped with a low balance E-ZPass transponder, the system will behave as it would for a valid E-ZPass transponder with the exception that the PFD will indicate a low balance message to the patron. 5. Invalid Account Status, ETC Negative Balance If the vehicle is equipped with a negative balance E-ZPass transponder, the system will behave as it would for an unreadable transponder. 6. Invalid Account Status, ETC transponder Lost or Stolen - If the vehicle is equipped with a lost or stolen E-ZPass transponder, the system will behave as it would for an unreadable transponder. 8. Unusual Occurrence - If the vehicle is an emergency vehicle, an authorized non-revenue vehicle whose driver does not have the non-revenue transponder, the system will behave as it would for an unreadable transponder with the exception that no voucher will be issued.

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9. Vehicle Class Discrepancy ­ In the dedicated ETC lane the system will use the AVC classification as the basis for determining the fare due. The E-ZPass transponder classification will be used as verification that the transponder is in the correct vehicle class. 10. End of Transaction ­ As the vehicle exits the lane (the traffic gate opens and the exit is detected by the vehicle crossing the exit loop) the lane display devices change in accordance with the pre-transaction condition line shown in Table 4-1 Payment Method/Transponder Status/Lane Device Display The traffic gate arm moves down, the lane controller composes a transaction message and forwards it to the Host. The Host will then send the toll transaction data to the Partnering Agency CSC for processing. At the end of the business day, transaction records for all dedicated ETC lanes shall be available for audit and reconciliation.

PAYMENT 1 2 ETC ETC CONDITION Pre-Transaction Class Entered PFD TEXT Blank TOLL DUE $xx.xx Toll Due $xx.xx EZPASS PAID $xx.xx LOW BAL LOW BAL TOLL DUE(4) $xx.xx TOLL DUE(4) $xx.xx TBD TBD TBD CASH PAID $xx.xx TBD TBD TBD TBD TERMINAL TEXT ENTER CLASSIFICATION Toll $xx.xx Enter Method of Payment UNISSUED TAG SIGNAL Red Red

3

ETC

Unissued

Red

4

ETC

Normal Balance

VALID TAG

Green

5 6 7

ETC ETC ETC

Low Balance Negative Balance Invalid

LOW BALANCE NO FUNDS INVALID TAG

Yellow Red Red

8

ETC

Lost/Stolen

LOST/STOLEN TAG

Red

9 10 11 12

ETC ETC ETC CASH

Reserved Reserved Reserved Cash

TBD TBD TBD ENTER CLASSIFICATION

TBD TBD TBD Green

13 14 15 16

U/O U/O U/O U/O

No Funds(1) Emergency Vehicle(2) Non-Revenue/No Tag(3) Non-Revenue/Others

ENTER CLASSIFICATION ENTER CLASSIFICATION ENTER CLASSIFICATION TBD

Green Green Green Green

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17

RUN THRU

Run Through(4)

TBD

ENTER CLASSIFICATION

Red

Table 4-1 Payment Method/Transponder Status/Lane Device Display

Notes: 1. 2. 3. 4. 4.2.1.3

Either No Money or Short Money Fire Department, Ambulance, Police, and Military Staff, Disabled, AUTHORITY, CONTRACTOR, and Visitor Alternates with 'PAY CASH' Bypass Lane Functionality

Bypass lanes are used for the overweight, other permit and any other vehicle not able to utilize standard toll collection lanes. No lane equipment other than Traffic gates, along with any corresponding equipment shall be installed in the bypass lanes. Toll collection will be conducted as it is currently. The toll supervisor or regular collector will visually inspect the vehicle and will assign an appropriate toll rate. The only form of accepted payment will be either cash (after the ticket phase out period expires) or E-ZPass. In the event the vehicle/patron has an E-ZPass the supervisor shall be capable of manually processing the transaction by scanning the transponder via barcode reader or manually entry of the transponders ID number along with the additional vehicle information such as class, fare and any additional fees. As part of the Plaza Supervisor's workstation the CONTRACTOR shall provide a barcode scanner for use in processing bypass lane vehicles equipped with E-ZPass transponders. 4.2.2 Use of Existing Equipment Due to the fairly recent life cycle of the current toll collection system it is suggested that where ever possible the CONTRACTOR take into consideration the use of existing lane hardware in their system design and deployment. The PROPOSER is highly encouraged to examine during the Pre-Proposal and Jobsite Inspection existing lane hardware that may have potential for re-use as part of the new toll collection system to be provided in accordance with this RFP. The following are lane devices the AUTHORITY anticipates the ability for re-use. · · · · · · · Loops; Treadles; Lane Traffic Signal; Patron Fare Display; Canopy Light; Variable Message Sign; and Video Surveillance Poles/locations (including cabling);

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The re-use of any existing equipment shall be subject to the performance requirements set forth in this RFP. Additionally these items shall also be subject to the maintenance terms indicated in SECTION 8 - MAINTENANCE PROVISIONS as well. 4.2.3 New Lane Equipment Requirements This section describes the toll collection lane equipment to be provided by the CONTRACTOR. The lane equipment described in this section shall include, but not be limited to, the following components and/or lane subsystems: · · · · · · · · Lane Controller Point of Collection Equipment ETC Subsystem Automatic Vehicle Classification System Patron Fare Display Lane Traffic Signal Canopy Lights Exit Gates Lane Controller

4.2.3.1

The lane controller is the foundation of the data collection system, and shall be extremely reliable and robust, and easily kept in operation. The lane controller shall provide diagnostics on its performance and capacities, as tracked by MOMS, and it shall be possible to remotely reset the lane controller in the event of a malfunction or partial shutdown. The CONTRACTOR shall furnish and install a lane controller for each toll lane as described in this RFP. The lane controller shall be capable of controlling all lane equipment, components, and subsystems. The lane controller shall also be capable of real-time data communications with the toll supervisor's monitor, the VSS, and the host computer. Communications shall be established by utilizing a Local Area Network (LAN) between the lane controller and the host computer via fiber optic cable. The lane controller shall be a PC-based system utilizing a multitasking platform. Processor performance shall be ample to handle all lane processes as designed at a rate of 2,500 transactions or events per hour. The processor shall be a current-generation chip available at the time of Detail Design Document (DDD) review submittal. The lane controller shall be designed to control and communicate with, at a minimum, the following components and/or subsystems: · ETC subsystem;

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· Receipt printer; · Toll collector terminal; · Proximity Reader; · Patron Fare Display · Lane Traffic Signal; · Gates; · Lane Canopy Traffic Lights; · VSS subsystem; · Automatic Vehicle Classification (AVC) subsystem. The lane controllers shall perform diagnostic testing on lane devices and subsystems and report failures and status to the host computer. The host computer will communicate this equipment status to the MOMS for maintenance reporting. Lane equipment status shall be a part of each transaction record. Lane controllers shall be installed either in the lanes utilizing NEMA 4X dust-tight and watertight enclosures or rack mounted in the toll plaza building in the computer and communications room. See also SECTION 4.2.3.1.2 - Installation Requirements for alternative lane controller installation location. Any installation outside of the office environment shall utilize NEMA dust tight and watertight enclosures. All lane controller installation locations and installation methods shall be included in the Installation Plan that shall be submitted for review and approval by the ATHORITY. Each lane controller shall be interchangeable with all other lane controllers in the system. Each shall be able to accommodate a transponder account status database of at least 30,000,000 transponders. The lane controller shall be able to operate the toll lane without any degradation in performance and data retention on a stand-alone basis (i.e. without communication to any device outside of lane equipment) for at least fourteen (14) days assuming 20,000 transactions per lane per day. When communications are restored, the system shall automatically upload all stored transactions to the Host computer, and verify that all transactions were transferred. In the event of a communication failure, the lane controller shall be designed such that stored data, which would usually be sent to the host computer, can be copied to or from removable media or laptop computer. This shall include all lane information and transaction data from the lane controller, and transponder status files and related ETC operational data can be transferred to the lane controller. The lane controller shall be able to continue to operate indefinitely in a stand-a-lone mode. Auxiliary power (UPS) will be provided to the lane controller in case of a general power failure. 4.2.3.1.1 Operating Systems and Software Each lane controller shall use a multi-tasking operating system. It shall provide: March 3, 2008 Page 54

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· · · · · ·

Security for control of file access and user login/password protection; File integrity in case of power loss; An audit trail of user login, logout, and system shutdown; Automatic restart in the event of interruption of power; Task monitoring, providing auto-detection of looped or frozen tasks; and Capability to restart individual tasks without rebooting the entire operating system.

Each lane controller shall contain a real-time clock-calendar with battery backup which shall maintain date and time for at least seventy two (72) hours. The clock shall be synchronized by the Host System clock synchronization upon re-start as well as at least once every 24-hours. Each lane controller shall function on-line in real-time with the host system. To enable the realtime display of lane transactions on the toll supervisor's workstation as the transaction is compiled, it shall be required that each transaction be transmitted to the host as it occurs. Block transmissions requiring a delay in the transmission of data shall not be allowed. It shall be possible to reset/restart the lane controller from within the secured access to the controller and through software control. It shall not be possible to operate lane peripheral equipment without proper operation of the lane controller to a degree adequate to compile transactions and report on lane occurrences. It shall be possible to perform or override selected individual functions in the lane from the host, including: · · · Manual lane logon and logoff; Automatic gate overrides (both up and down); and Automatic and ETC Only lane open and close.

4.2.3.1.2 Installation Requirements The CONTRACTOR shall have the option of installing lane controllers in the lane, rackmounted in the computer and communications room, or in a prefabricated type communication structure. In Lane Installation - The housing shall include heating and cooling equipment as required to ensure proper operation. All cable access holes, and other required openings shall be gasketed or otherwise sealed to form a watertight seal. The housing shall be equipped with appropriate locking devices meeting the requirements of the RFP. It shall be possible for an individual to access the lane controller without standing in traffic. In any location, the lane controller and cabinet shall be offset from the booth or cabinet wall.

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Installation of the lane controller shall not interfere with access to any other equipment in the lane booth, unless the CONTRACTOR provides alternate access to that other equipment. The lane controller, cabinet, and any related conduit shall be rigidly fastened in all planes with material which does not form a dielectric with the cabinet or the mounting structure. Each lane controller housing shall be labeled with a permanent label (plastic or metal, not paper) clearly visible on the exterior of the cabinet, housing or rack, near the keyed or access-control point. Rack Mounted Installation ­ If the lane controllers are rack mounted in the existing computer and communications room the CONTRACTOR shall be responsible for ensuring that all environmental requirements are met with regard to electrical, heating and cooling conditions. Independent Communications Shelter ­ The CONTRACTOR may also elect to provide a stand-alone communication equipment shelter to house the lane controllers and host level equipment. The CONTRACTOR shall be responsible to provide all necessary cabling, wiring, HVAC and any other services to fully support the operation of any such structure. Additionally the CONTRACTOR shall be required to provide any aesthetic treatments such that the structure is consistent in appearance with the other buildings on-site. The precise location of the structure shall be presented to and approved by the AUTHORITY. Each lane controller shall contain all electrical wiring and cabling terminations, and communications cables, associated with the respective lane, within the locked enclosure. All data connections will have no stress or stress relief and will have cables manufactured for the appropriate data ports without gender changers. The circuits on which the lane controllers are powered shall be labeled on the panel charts. 4.2.3.1.3 Service and Maintenance It shall be possible to access, remove, and replace all component boards and connections within the lane controller without disassembly of other boards and connections. If located in a tight area, the lane controller shall be mounted on a sliding mechanism for easy withdrawal, and subsequent access to all components. The only tool required for access to the lane controller shall be the access key. The boards and connectors shall be removable with simple standard tools such as a screwdriver, by a single individual working alone. Repair and service should be limited to component change-out, testing via the LAN or a laptop. Remote diagnostics, rebooting, and troubleshooting to the greatest extent possible is encouraged. 4.2.3.2 Point-of-Collection Equipment

Point-of-collection equipment is the primary device to record vehicle classifications and revenue collections. This equipment is installed in a toll lane and provides the initial input data to create

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a transaction record. Point-of-collection equipment can either be Manual lane equipment or Electronic Toll Collection equipment. 4.2.3.2.1 Toll Collector Terminal and Related Equipment This section describes the components and/or equipment utilized by toll collection staff during the operation of a manual toll lane. The components described in this section shall be provided for each toll lane designated for either manual or manual mixed toll collection. All components described in this section shall be powered via UPS. 4.2.3.2.1.1 Toll Manual Lane Terminal (MLT) The MLT shall utilize touch screen terminal type, which shall utilize an active matrix LED touch-sensitive display screen with a series of prompts and screens displays designed to fulfill all functional requirements of this document. Touch screens shall be integral with displays and shall be designed to operate in the harsh environmental climate existing at the toll plaza meeting at least NEMA 4/12 (IP65) standard to be water/oil and dust proof. Touch screens shall be of a type such that toll collectors either wearing gloves or not wearing gloves shall be able to activate the screen. The MLT shall be the interface device between the toll collectors and the lane controller. All manual toll transaction processing shall be achieved through the toll collector terminal with the exception of receipts and toll collector ID and system activation devices. The MLT shall be designed to fit on the toll booth counter. It shall be designed in a manner to allow a nontechnical user to adjust the height, tilt and pivot based on individual user preferences. All displays shall be specially treated to eliminate glare. The color and brightness of the display shall be adjustable and permit viewing under high and low ambient light conditions. If necessary, the CONTRACTOR shall provide a shade for the top of the touch screen. The screen shall be adjustable for a forward-rearward sweep of at least 120 degrees, in at least 60 degrees from the flat vertical position in each direction. The screen shall be adjustable for a left-to-right sweep of at least 60 degrees, in at least 30 degrees from the plane facing traffic in each direction. The screen shall be adjustable up and down at least 6 inches, measured from the toll booth shelf up. All buttons shall be sized at least one (1) inch square. Touch screens and displays as well as display-generated menus shall be subject to review and written approval. Each toll collector terminal shall be capable of properly classifying all classes of vehicle listed in the RFP, including listed revisions. Provisions for increasing the number of classes by a minimum of ten (10) classes, changing axle value per class and/or toll charge per

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class shall be included. The following categories of information shall be displayed on the toll collector terminal: · · · · · · · · Lane status window; Keypad window; ETC account status window; Exception window; Mode selection window; Information printout window; Directions and information; and Other.

1. Lane Status Window. This window shall always be displayed, and show the following information: · · · Canopy signal display; Lane operation status (including, but not limited to, open, closed, Manual Only, ETC Only, standby, maintenance, audit); and Patron Fare Display status.

The Lane Status Window shall also function as the screen saver when the lane is either in an inactive mode such as closed or ETC Only. 2. Keypad Window. This window shall be displayed in the base condition and shall display the following information: · · · Keys 0 through 9 in the numerical keypad arrangement; "Clear" and "Enter" in the "*" (lower left) and "#" (lower right) positions on a numeric keypad; and Buttons for "Class", "Extra Axles", and "Exception".

3. Exception Window. This window shall list all the approved exceptions based on the final system design (as well as "other"). This window shall only appear, like a pull-down menu, when the Exception button is pushed on the Keypad window. 4. Mode Selection Window. This window shall be displayed in the base condition, and shall display all the options for lane status (including open, closed, standby, maintenance, end of tour, ETC Only mode, etc.). 5. Information Printout Window. This will include: · · A large "Print Receipt" button (easily pressed with the thumb when fingers are used for the numeric keypad); and An "information" button which will lead to the Directions and Information Window.

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6. The Directions and Information Window shall contain twenty preprogrammed destinations and directions (each up to 512 characters in length and definable via the Supervisor's Workstation). When the toll collector presses the numerical button to respond to the query ("How do I get to the nearest gas station?") and the Print Receipt button, the information will be printed from the receipt printer and handed to the motorist. 7. The scope of work for this contract shall include development of at least two other windows to be determined later. Terminal connections shall include a quick-change device so that a toll collector terminal may be easily switched. The CONTRACTOR shall provide a toll collector terminal in each manual lane. The toll collector terminal shall provide transaction data directly to the lane controller. The toll collector terminal shall be designed to meet all functional requirements specified in SECTION 4.2 - Lane Level Requirements. The toll collector terminal shall be active (power on) at all times even when the lane is in the "Closed Lane" mode. Upon initial connection or reset of the toll collector terminal, selfdiagnostic tests shall automatically be performed in order to ensure that the toll collector terminal is functioning properly. If a malfunction is detected during the self-diagnostic test, the toll collector terminal shall transmit a message to the lane controller indicating that a malfunction has occurred. The equipment shall also attempt to identify the extent of the failure. A malfunction message shall be displayed on the toll collector terminal to inform the toll collector or maintenance personnel that the unit is inoperable. A message will be sent to the maintenance monitoring system. If during the course of the self-diagnostic test no malfunctions are encountered, the toll collector terminal shall send a message to the lane controller indicating that the toll collector terminal has been successfully interfaced. 4.2.3.2.1.2 Proximity Card Reader A Proximity Card Reader subsystem shall be installed in each toll lane. The system shall consist of a proximity reader connected to the system and identification cards. ID cards shall be issued to each toll collector, supervisor, maintenance technician, etc. The Proximity Card Reader shall be used for authorized personnel to log-on, log-off, change the configuration of the lane, or perform maintenance checks of the equipment. The proximity reader shall be designed so that a unit may be replaced with minimal effort. The proximity card will contain the ID number of the user, which will relate to personnel level of security and access rights.

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The Proximity Card Reader subsystem shall be integrated with the lane controller via RS-232 or RS-422 communications. The radio frequency utilized by the Proximity Card Reader subsystem shall comply with all FCC regulations and shall not require any FCC licensing. Additionally, the Proximity Card Reader subsystem shall utilize a radio frequency, which will not interfere with or cause malfunction to the ETC subsystem. The Proximity Card Reader subsystem shall not be negatively affected by CB Radios, other ETC transponders, cellular phones, or any other twoway radio devices typically encountered in a toll lane environment. The CONTRACTOR shall also provide a proximity card encoding and labeling station plus a supply of Proximity Cards as shown in the project quantities, as part of this Contract. The cards shall be designed similar in size to a credit card as to allow easy storage and retrieval by the user. The cards to be used shall also have the capability of being printed with the user's picture on one side of the card without damage to the card. The CONTRACTOR shall provide equipment to mount the photos on the Proximity Cards. The same proximity card shall be able to access various facilities of the toll system with different security levels including, but not limited to, lane operation and Plaza Building Security System. 4.2.3.2.1.3 Receipt Printer The CONTRACTOR shall provide receipt printers for each toll collector terminal. Each toll collector terminal shall be equipped with an industrial-quality, thermal receipt printer, which shall be a separate unit from the toll collector terminal. A receipt printer test routine shall be available from the toll collector terminal. The printer shall print a receipt only at the request of the toll collector after any valid transaction. Only one receipt shall be provided for each successfully completed transaction. Receipts shall not be provided, even upon request of the toll collector, for ETC transactions. Receipts shall be printed in 2 seconds or less after the appropriate button is pushed. Receipts for Insufficient Funds, U-turns, Directions and other Unusual Occurrences may take longer to print. Basic data will be included on the receipt, such as toll road name, lane number, date, time and amount of toll due and the toll was paid. Insufficient Funds receipts shall also indicate the amount paid and the amount due. A U-turn receipt shall identify a `U-TURN". (Patrons will be required to surrender U-turn receipts when completing the turn around movement.) Upon completion of printing, a receipt shall be cut but held in place until the toll collector removes the receipt, to avoid having the receipt being blown away by the wind. Receipt printers shall also meet any operational requirements in SECTION 4 - SYSTEM FUNCTIONAL SPECIFICATIONS. The freestanding receipt printer unit shall be located on the counter of the tollbooth, next to the toll collector terminal, and designed to fit such space. It shall be designed in such a manner as to allow nontechnical personnel to physically exchange the entire unit within three minutes in case of failure. All receipt printers shall be identical and interchangeable.

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The receipt printer shall also be designed to allow the toll collectors to easily replace receipt printer paper without affecting normal operation in the toll lane, and without the use of tools. Access to change paper shall not permit access to electronics. The electronics section of the printer shall require a key for access. The units shall be designed to prevent an electrical shock to toll collectors. Receipt design shall be submitted by the CONTRACTOR for the review and approval of the ENGINEER. The receipt paper shall be high quality, as well as a standard item, easily obtainable from office supply houses. The printers shall have a capacity of no less than 1,000 receipts per roll of paper. The CONTRACTOR shall supply the number of rolls shown in the quantities. The printer electronics shall include the drive electronics, interfaces to lane controller and/or toll collector terminal, and associated circuitry. The printer shall include receipt transport device, driver logic, paper roll assembly, power supply, and other necessary parts to meet operational requirements. Printers shall have status lights for power on, paper jam, paper low, and communications lost (communications feed to lane controller and/or toll collector terminal lost.) A low paper indicator light is displayed and an audible tone is sounded when a supply of approximately 25 receipts is left on a roll. The audible beep shall have an option available to the toll collector to turn it off after acknowledging the receipt paper low condition. Printers shall be housed in stainless steel or equally corrosion resistant material. Housing shall meet environmental requirements defined in SECTION 4.10 - Environmental Requirements. Connection point(s) to receipt printer shall be clearly labeled by permanent printing or etching. Connection point(s) to the receipt printer shall be unique and shall be keyed to avoid misalignment of printer cable(s). The receipt printers shall operate on power as described in SECTION 4.8 - Electrical Requirements. 4.2.3.2.1.4 Intercom The CONTRACTOR shall provide an intercom system for communication between each toll booth, plaza supervisor, administrative office, front and rear building entrances and the maintenance building office and garage. The supplied system shall include all equipment, software, electronics, power supplies, receptacles, mounting fixtures, speakers, microphones, cables, connectors, master control stations and substations necessary for a fully functioning intercom system. The intercom equipment shall provide duplex hands-free (no handsets) clear undistorted voice communication capability for communications between the toll supervisor and the toll collectors in the manual lanes. The master station shall be a desk-mounted unit installed at the plaza toll

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supervisor's desk in the plaza building. Intercom substations shall be installed for the toll collector's use in each the toll booth. Substations in the toll booth shall be surface mounted positioned at a location convenient for the toll collector's use. The CONTRACTOR shall provide installation drawings for the intercom stations for the ENGINEER'S review and approval. The toll supervisor shall be able to use the master intercom to call any substation at the plaza or a preselected group of these substations by pressing a direct access button assigned to it or by dialing a station number on a keypad. When the connection is made, a connection tone shall be heard by both parties. The master intercom stations shall have an adjustable slide-switch or rotary switch volume control. The substation in the toll booth shall be similar to the master station with a single digit key to call the master station. It shall also have a cancel button, volume control and a LED to signal that a call is in progress. The unit shall be suitable for the harsh toll booth environment, with moisture-resistant microphone and speaker, a weatherproof front panel, and the faceplate fitted with a rubberized gasket. The speaker and microphone shall be protected from damage from foreign material and water. 4.2.3.2.2 ETC Subsystem An ETC Subsystem shall be installed in each toll lane as described in this RFP. The ETC Subsystem shall provide communications contact from vehicle-mounted transponders to the corresponding ETC Subsystem and/or lane controller. The ETC subsystem shall be E-ZPass type equipment procured from the current IAG technology provider pursuant to the AUTHORITY'S IAG membership agreement. The ETC Subsystem shall be capable of communicating all information necessary to complete an ETC transaction as outlined in SECTION 4.2 - Lane Level Requirements. ETC transactions shall have an accuracy of no more than one failed read in 10,000 when failed transactions are measured at the lane level. More precisely, each time an ETC equipped vehicle passes through a toll lane, no more than one out of every 10,000 of these vehicles shall show as a "no tag" violation in the system at the lane and Host level. Also, ETC transactions shall have an accuracy of no more than one incorrect account number read in 10,000,000 ETC transactions when errors are measured at the Customer Service Center (CSC) level. The ETC Subsystem shall be designed to avoid, at a minimum, the following errors: · · · · · Vehicle shadowing; Cross lane reads of other transponders or reads by ETC subsystems in adjacent lanes; Multiple transponders in vehicle - only record one transaction per vehicle in lane; Multiple or missed ETC transactions due to bumper-to-bumper plaza traffic; and Duplicate transactions (charges) to a single transponder.

All components in all lanes (and spares) shall be of the same model and revision level.

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4.2.3.2.3 ETC Readers The readers, integrated with the ETC lane kits and the lane controller shall be able to perform a read/write function. The read/write function shall be capable of high-speed communications, enough to prevent any loss of tag reads as vehicles pass through the lanes at speed rates from stop and go and up to 100 mph and prevent any degradation in the toll collector's ability to process vehicles in the manual lanes. The CONTRACTOR shall demonstrate proper functional operation of the integrated units at the Factory Acceptance Test, in Field Acceptance Test and during the Final Acceptance Test. 4.2.3.2.4 ETC Antenna Units The CONTRACTOR shall provide lane kits for the ETC reader equipment described above. An antenna unit will be installed for each ETC-equipped toll lane This work shall include all cables, mountings, connectors, cabinets, labor, materials, firmware, and services necessary to accomplish the design, fabrication, integration, testing, installation, and acceptance of the electronic toll collection system. The lane kits, at the time of installation, shall be the latest version of the model specified. The lane kits shall include a radio frequency (RF) module, an antenna, adapter cables, and all necessary connectors. The RF module shall slide into one of the eight slots on the RF rack located within the ETC reader unit. The antenna units shall integrate with the readers and the lane controller. The system shall be able to perform a read/write function to a transponder in a lane at speeds high enough to prevent any loss of reads as vehicles pass through the express lanes at speeds of stop and go to 100 mph. In manual lanes, the system shall be designed to prevent any degradation in the toll collector's ability to process vehicles. Antenna units shall be installed and aligned in such a manner as to prevent cross reads between adjacent lanes, prevent reads from trailing vehicles (tailgating), and to read vehicles straddling adjacent lanes. The CONTRACTOR shall design the system to assure accurate correlation between the transponder reads and vehicle detection and classification. The CONTRACTOR shall demonstrate proper functional operation of the integrated units at the Factory Acceptance Test, in Field Acceptance Test and during the Final Acceptance Test. 4.2.3.2.5 ETC Transponders The CONTRACTOR will NOT be responsible for supplying read-write ETC transponders for use with the toll collection system. 4.2.3.2.5.1 Transponder Coding Transponders shall use the IAG transponder data format.

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The Agency code to be used is not yet determined. 4.2.3.3 Vehicle Detection and Classification

Sensors and other equipment shall be installed in toll lanes to automatically verify and confirm toll collector and ETC transactions. The toll rate schedule is based on the classification of a vehicle. Each class of vehicle is charged a separate toll amount. In this system, the number of vehicle-axles determines the vehicle classification. This equipment shall also enable the system to associate payment with the correct vehicle so as to distinguish properly paying vehicles from violators. The toll rate schedule by vehicle classification and location is shown in Table 4-2 Vehicle Classification. Toll Plaza All Lanes One Way

*

2 Current Rate1

Vehicle Class * 3 4 1 Current Rate Current Rate1

5 Current Rate1

Table 4-2 Vehicle Classification

Vehicle Classifications: Class 2 - Automobiles, sports utility vehicles, station wagons, motorcycles, any two-axle bus or truck Class 3 - Class 2 vehicle with one axle trailer, three-axle truck, single or combination, and threeaxle bus Class 4 ­ Class 2 vehicle with double axle trailer, Class 3 vehicle with single axle trailer, fouraxle combination truck Class 5 - Five-axle combination truck In order to verify a transaction, independent lane equipment shall be able to detect a single vehicle and classify that vehicle. Classification is determined by the number of vehicle-axles touching the pavement. All independent lane equipment is connected to the lane controller. Data from these devices is included in a transaction record. This data is necessary to reconcile traffic and revenue. The lane controller will periodically poll each device to determine its operational status. A device which has failed or is failing shall indicate to the lane controller the status and nature of the failure, if known. The lane controller will periodically send messages to the plaza computer of lane equipment operational status to be included in the maintenance monitoring system. The low-speed AVC shall operate with an accuracy of 99.5 percent (percent correct classifications).

1

Current Rate means the rate at the time of implementation.

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4.2.3.4

Automatic Vehicle Classification System (Low Speed)

The CONTRACTOR shall provide an Automatic Vehicle Classification system (low speed) in each M/ETC and D/ETC lanes. The system shall accurately classify vehicles passing through the Tolling Zone, according to the number of axles on the vehicle and or according to vehicle shape (height, width and length) as approved by RITBA. Sensors and other necessary equipment shall be installed in the pavement or above all toll lanes to automatically measure vehicle classification for assessment of the proper toll. This equipment shall also enable the system to correctly associate payment and AVC class with the vehicle transaction so as to process properly paid vehicles and violators and avoid over or under charging vehicles because of an incorrect association of AVC classification. The AVC classification data shall be used to assign the correct toll for that particular transaction. If the AVC equipment experiences failure that prevents the vehicle classification data from being used for toll rate assignment, the Tolling System shall so indicate in the transaction record. In-pavement devices comprising the AVC subsystem shall not experience any change or degradation of performance from temperature variations, wet conditions and/or from water collecting on the roadway surface. The AVC subsystem shall accurately classify vehicles at speeds ranging from 0 mph up to and including 25 mph. The Tolling Zone controllers shall periodically determine the operational status of the AVC subsystem and if a device has failed, is failing or is degrading in its expected performance level, the controller shall report the status and nature of the failure. 4.2.3.5 Patron Fare Display (PFD)

The CONTRACTOR shall supply and install a PFD in each toll lane at the toll plaza with the exception of the Bypass Lanes. The PFD shall contain three lines minimal of text capable of providing messages to motorists. The AUTHORITY shall be able to modify the messages according to the lane status, transaction status, and ETC tag status. Table 4-1 Payment Method/Transponder Status/Lane Device Display provides an indicative range of required messages and transaction situations which shall be programmed by the CONTRACTOR for the initial system. Later changes to these functions shall be easy to accomplish by the AUTHORITY'S personnel without software changes being required. The PFD shall have LED driven light sources and sufficient character size to be viewed by motorists in vehicles in the toll lane at a distance of five (5) meters from the sign location. The number of characters shall be determined by the lettering size along with the number of lines of text with a minimal of three lines. The sign shall be bright enough to be viewed during the full range of weather and lighting conditions at the plaza. The variable message sign shall be visible

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both to stop and go queued plaza traffic as well as vehicles moving through lanes operating at or near highway speeds. 4.2.3.6 Lane Traffic Signal

The CONTRACTOR shall supply and install a Lane Traffic Signal in each toll lane at the toll plaza. The signal section shall be a single, multicolored LED driven light section capable of showing a red, yellow, or green control signal to vehicle operators in each toll lane. Alternatively, a standard three head red-yellow-green LED driven signal head may be substituted. The signal section light(s) shall be sufficiently bright and sized for viewing by the motorist of all classes of vehicles at a distance of five (5) meters while the vehicle is passing through toll lanes during the full range of weather and lighting conditions at the plaza. Signal section light(s) shall be visible both to stop and go queued plaza traffic as well as vehicles moving through lanes operating at or near highway speeds. The signal section shall also contain a flashing light and buzzer or bell or other audible warning device to signal lane "run through" to collection personnel in the area (a disabling switch shall also be provided to turn off the signal). The Lane Traffic Signal section and Patron Fare Display section need not be housed in the same cabinet structure or on the same mounting structure. However, they shall appear in the same location in the motorist's field of view such that the motorist shall view both sections simultaneously. Equipment, design, placement, etc., of all aspects of the units shall be subject to review and approval by the ENGINEER. The Lane Traffic Signal unit shall meet with environmental requirements defined in SECTION 4.10 - Environmental Requirements. All Lane Traffic Signal units shall be identical and interchangeable. The CONTRACTOR shall provide all mounting brackets and posts necessary for installation of the Lane Traffic Signal unit. The Lane Traffic Signal shall operate on power from the UPS as described in SECTION 4.8 Electrical Requirements. 4.2.3.7 Canopy Lights

Canopy lane status indicators shall be provided and installed by the CONTRACTOR in each toll lane including the bypass lanse. The canopy light shall be fiber-backlit with green arrows and red Xs over lanes as shown below. The lane status indicators shall be clearly visible to approaching vehicles from a distance of at least one half (1/2) mile in clear weather conditions, night or day. The lane controller of each corresponding lane shall control the lane status indicators. The lane controller shall control the two types of lane status indicators shown below: March 3, 2008 Page 66

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Lane Controller Lane Closed Lane Open Lane Open ­ Standby Mode Maintenance Mode

Canopy Light Red "X" Green "" Red "X" Red "X"

If communication with the lane controller is lost, the default setting shall be set to red "X". Once communication has been restored, the lane controller shall reset the lane status indicator according the lane controllers mode operation. Each lane shall also have a manual override switche mounted within the booth. 4.2.3.8 Traffic Control Gates

The CONTRACTOR shall supply and install a Traffic Control Gate in each toll lane at the toll plaza. The relative positions of the gate, the AVI reader, and the ETC antenna shall be chosen so that a vehicle does not receive a fare paid indication and raised gate arm because of payment by the following vehicle. The relative spacing shall be designed to ensure that every vehicle pays the toll while permitting ETC equipped vehicles to proceed through the lane at a rolling speed of approximately 5 miles per hour. The overall operation of the gate, when incorporated in the toll lane equipment shall support the design goal of processing up to 1,200 vehicles per hour. The gate shall be designed to operate without material degradation for the design life of the system The gate shall be capable of opening or moving the arm from the down (approximately horizontal) position to the up (approximately vertical) position in one (1) second or less. The gate shall be capable of closing or moving the arm from the up (approximately vertical) to the down position (approximately horizontal) position in 1.5 seconds or less. The drive unit shall be equipped with up limit and down limit switches for setting the horizontal and vertical positions of the gate arm. The gate arm shall be raised automatically to the up position in the event of a power failure. When a toll payment is registered, the gate moves the arm to the up position. The gate arm remains in the up position until the departure of the vehicle is sensed. In the event that a toll is paid while the gate is moving from the up to the down position, the gate shall immediately reverse and move to the up position. In the event that a vehicle is detected by the "exit" loop while the gate is moving down, even if no toll has been paid, the gate shall immediately reverse and move to the up position. The gate shall be equipped with lane sensors, logic circuitry, and supporting software or firmware to properly implement the following capabilities: · The gate arm shall raise when a toll paid signal is received from other lane equipment;

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· · · · · ·

·

The gate arm shall lower when the vehicle is detected as having passed by and cleared the gate area; The gate arm shall not lower or if in the process of lowering shall reverse direction if a vehicle or person is detected in the vicinity of the gate; The gate arm shall not lower or if in the process of lowering shall reverse direction a toll paid signal is received from other lane equipment; If when the gate arm is being lowered, the arm strikes an obstacle it shall reverse direction; An in-lane control panel shall be provided in the gate housing to lock the gate in the up position or to set automatic operation; The gate shall be capable of remote operation from Supervisor's workstation at the mainline plaza or from the toll terminal in the toll booth closest to the plaza building, to set gate operation (lock up, lock down, automatic) or to command gate movement (once up, once down); and An appropriate system status message shall be recorded when a gate status message is effected either through the in-lane control panel or through a remote command.

The CONTRACTOR shall provide a traffic gate in each of the planned M/ETC plaza. This work item shall include the provision of the gate, twelve gate arms and the loop detector to enable closing of the gate after the vehicle has passed through and left the lane. It further includes all labor material and services necessary to accomplish the design, development, fabrication, integration, testing, installation, and acceptance of the gate in accordance with these specifications. The gate housing shall be a self supporting structure designed and manufactured to withstand the environmental and operational conditions in a toll collection lane. The gate arms shall be approximately 8 feet long and shall be attached to the gate mechanism by a breakaway flange. The gate arms shall be an aluminum tube approximately three inches in diameter. The gate arms shall be covered by a shock absorbing plastic material at least one inch thick. The plastic shall be coated with red and white diagonal stripes approximately two inches in width to produce a highly visible gate arm. The gate shall operate on 115 VAC 60 HZ power and shall be equipped with an electrical panel containing functional and operational status indicators, circuit breakers, power on/off switch, a maintenance light and dual convenience power outlet with ground fault detectors. All electrical interconnects shall be achieved by connectors which shall be keyed to ensure correct orientation. All conduit and cables for the gate, for communications, and for connection to lane sensors associated with the gate shall be provided and installed by the CONTRACTOR. The CONTRACTOR shall supply replacement gate arms for the gates throughout the term warranty and maintenance terms of the contract.

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4.3

HOST LEVEL REQUIREMENTS

The Host system includes the procedures, software, computer, and communication hardware resources required to meet the host functionality and performance requirements described in this section and throughout this RFP. The host computer system shall include, but not be limited to: · · · · · · Local Area Network (LAN) operating within the Central Processing System Wide Area Network (WAN), with its associated hubs, bridges, switches, routers, etc.; File Servers; Application Servers; Operating Systems (OS), Network Operating Systems (NOS), and Network Management software; Plaza application system software; and Peripherals such as printers, scanners, video switches and monitors, DVRs, related racks and/or furniture, etc. Host Functional Requirements EZ-Pass Processing

4.3.1 4.3.1.1

As mentioned earlier in this RFP, E-ZPass back office account management processing shall be performed by a partnering agency. E-ZPass transactions from the lanes shall be stored at the Host for forwarding to the partnering agency. The data file format shall be in accordance with IAG specifications. 4.3.1.2 General Reports

The Host software shall include a report writer function allowing the AUTHORITY to generate ad hoc reports. In addition to this capability, a number of pre-programmed reports shall be available. All report layouts and formats shall be provided for review and approval by the AUTHORITY. For these pre-programmed reports, the CONTRACTOR shall provide the necessary applications which will enable the AUTHORITY to input report-filtering criteria including but not limited to date ranges, time ranges, specific collector ID, specific lane ID, etc. The CONTRACTOR shall provide the ability to view reports on screen as well as the ability to optionally send reports to a system printer. 4.3.1.2.1 Collector Reports

4.3.1.2.1.1 Collector Segment of Duty (SOD) Report The SOD Report shall present a summary of collector activity during a single SOD. Each SOD Report shall include collector name, collector ID, plaza, lane, SOD start time, SOD end time and

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report generation time and date. Each SOD Report shall include the following summary of activities. · Transaction summary by class by method of payment including totals, adjusted transactions and adjusted total; · · · · · Axle summary by class by method of payment including totals, adjusted axles and adjusted total; Expected revenue summary categorized by class by method of payment including totals, adjusted revenue and adjusted total; Transaction adjustments (in-lane reclassifications); and In-lane alarms (equipment failure). Only one collector SOD Report shall be generated per page.

4.3.1.2.1.2 Collector Tour of Duty (TOD) Report The TOD Report shall present a summary of collector activity during a single TOD. Each TOD Report shall include collector name, collector ID, TOD start time, TOD end time and report generation time and date. Each TOD Report shall include the following summary of activities: · · · · Transaction summary by class by method of payment including totals, adjusted transactions and adjusted total; Axle summary by class by method of payment including totals, adjusted axles and adjusted total; Expected revenue summary categorized by class by method of payment including totals, adjusted revenue and adjusted total; and Transaction adjustments (in-lane reclassifications).

Only one collector TOD Report shall be generated per page. 4.3.1.2.1.3 Collector Exception Report The Collector Exception Report shall present a summary of all collectors which have a variance exceeding an amount entered in the generation criteria. Each Exception Report shall list collectors in alphabetical order. Each collector listed shall include name, ID, TOD start time, TOD end time, cash deposit date and time, expected deposit, actual deposit, deposit adjustment, actual adjusted deposit and variance. 4.3.1.2.1.4 Daily Collector Standby Report The Daily Collector Standby Report shall present a summary of all collectors which have exceeded the time allotted to be in standby mode. The listing should be in order based on the time standby made was entered into. 4.3.1.2.1.5 Collector Identification Report March 3, 2008 Page 70

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The Collector Identification Report shall present a list of all collectors and supervisors either active or inactive. 4.3.1.2.2 Revenue Reports

4.3.1.2.2.1 Violations Report The Violations Report shall present a summary of the expected and adjusted violations for a specific time frame. Each Violations Report shall include lane, plaza, expected revenue, actual revenue and variance, violation count by lane. Only one report shall be generated for each plaza.

4.3.1.2.2.2 Daily Bank Reconciliation by Process Date The Daily Bank Reconciliation by Process Date Report shall present a reconciliation of all appropriate deposits for a specific revenue day based on the date in which reconciliation processing took place. Report generation shall be defined based on revenue day, collector, lane, plaza. 4.3.1.2.2.3 Daily Bank Reconciliation by Business Date The Daily Bank Reconciliation by Business Date Report shall present a reconciliation report of all appropriate deposits for a specific revenue day based on the date in which the revenue was collected. Report generation shall be defined based on one or more of the following criteria: · · · · Revenue day; Collector; Lane; and Plaza.

4.3.1.2.2.4 Periodic Revenue by Lane The Periodic Revenue by Lane Report shall present a summary of the expected and adjusted revenue for a specified time frame. Each Periodic Revenue by Lane Report shall include lane, plaza, deposit date/time, expected revenue, total deposit, variance, adjusted revenue, adjusted total and ETC-expected revenue. Only one report shall be generated for each lane. 4.3.1.2.2.5 Daily Revenue by Plaza Report The Daily Revenue by Plaza Report shall present a summary of all TODs on a daily basis for a single plaza. Each Daily Revenue by Plaza report shall include plaza, revenue day, TOD and collector ID, TOD expected revenue, actual deposit, adjusted revenue, adjusted total and variance. 4.3.1.2.2.6 Periodic Revenue by Plaza Report The Periodic Revenue by Plaza Report shall summarize the revenue collected at a particular plaza based on a specific time frame. Each Periodic Revenue by Plaza Report shall include daily revenue consisting of expected revenue, total cash, total deposit, variance, revenue adjustment, adjusted total and expected ETC revenue. Each plaza shall be presented on a separate page. March 3, 2008 Page 71

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4.3.1.2.2.7 Year-to-Date Revenue by Plaza Report The Year-to-Date Revenue by Plaza Report shall present a summary of the revenue collected between a given start date and a given end date. Each Year-to-Date Revenue by Plaza Report shall be broken into monthly totals each including expected revenue, total deposit, variance adjustments, adjusted revenue and expected ETC revenue. 4.3.1.2.2.8 Revenue for the System Report The Revenue for the System Report shall present a summary of all revenue collected by the system for a given time period. Each revenue for the System Report shall be broken out by plaza location including, expected revenue, total deposit, variance, variance adjustments, adjusted revenue and expected ETC revenue. 4.3.1.2.2.9 Daily Non-Revenue Report The Daily Non-Revenue Report shall present a summary list of all non-revenue transactions for any specified day. Each Daily Non-Revenue report shall include ETC transponder number, date/time of transaction, lane, plaza and vehicle class. 4.3.1.2.2.10 Unpaid Toll/Violation Detail Report The Unpaid Toll/Violation Detailed Report shall present a summary of all unpaid or partial payment transactions for a specified time frame. Each Unpaid Toll/Violation Detailed Report shall include date/time of transaction, lane, plaza, patron license number, patron name, amount paid (if applicable), amount due and verification of payment. 4.3.1.2.3 ETC Reports

4.3.1.2.3.1 ETC Revenue by Plaza Report The ETC Revenue by Plaza Report shall present a summary of all ETC transactions and expected ETC revenue at all plazas or a specific location for a specific time frame. Each ETC Revenue by Plaza Report shall include total transactions by class by month or by week (dependent on time frame criteria), total for all classes and expected revenue. 4.3.1.2.3.2 ETC Usage Report (single transponder) The ETC Usage Report (single transponder) shall present the total transaction usage for a specific transponder. Each ETC Usage Report (single transponder) shall include transponder number, plaza, lane, transaction date/time, collector/vault number, transaction transponder status and expected revenue for each transaction. 4.3.1.2.3.3 ETC Usage Report (single lane) The ETC Usage Report (single lane) shall present the total transaction usage in a specific lane. Each ETC Usage Report (single lane) shall include transponder number, plaza, lane, transaction date/time, collector/vault number, transaction transponder status and expected revenue for each transaction. 4.3.1.2.3.4 Monthly ETC Report

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The Monthly ETC Report shall present a summary of all ETC transactions on a monthly basis by vehicle class by lane. Each Monthly ETC Report shall include plaza, lane, transaction by vehicle class for each lane, total transaction for each lane and total ETC transactions. 4.3.1.2.3.5 Non-Revenue ETC Usage Report The Non-Revenue ETC Usage Report shall present a summary of non-revenue ETC usage based on a specific transponder and/or specific time frame. Each Non-revenue ETC Usage Report shall include transponder number, plaza, lane, and transaction date/time. 4.3.1.2.3.6 Daily Lane Operations Report The Daily Lane Operations Report shall present a summary of lane openings and closings for a given time frame. Each Daily Lane Operations Report shall include plaza, lane, date/time opened, mode of operation, date/time closed, collector ID and name, and vault number if applicable. 4.3.1.2.4 Audit Reports

4.3.1.2.4.1 Axle Dollar Variance The Axle Dollar Variance Report shows the variances for axles and deposits for a collector's tour of duty. The axle variance is the difference between the actual axles counted by the treadle and the expected axles based on the collector's classifications. The dollar variance is the difference between the collector's deposit and the expected revenue based on the classifications. The report provides insight into the performance of the collectors. 4.3.1.2.4.2 Audit Log The Audit Log shall present a summary of adjustments made to vault or collector SOD's by an auditor for a given time frame. Each Audit Log shall include SOD open date/time, SOD close date/time, collector ID, Vault ID, total SOD transactions and indicated revenue. All entries shall be presented for both before adjustment and after adjustment. Additionally, the Audit Log shall include adjusters number, amount adjusted, date/time of adjustment and any comment by adjuster. 4.3.1.2.4.3 Audit Entry Log The Audit Entry Log Report displays manually entered data, such as collector deposits, vault deposits, adjustment entries, collector deposit corrections and vault deposit corrections. The report lists each deposit and adjustment/correction record for a specified date/time. Additionally, the user can narrow the amount of data reported by selecting an individual staff ID and/or transaction type. 4.3.1.2.4.4 Change Fund Audit Available from the Audit Reports menu, the Change Fund Audit Report provides a summary of all change fund activity within the selected reporting period. This reporting period is based on the calendar date.

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4.3.1.2.4.5 Detailed Audit The Detailed Audit Report lists every transaction that occurred during the specified report time range. The Detailed Audit report provides insight into the performance of the lane and collector actions in the lane. The report includes full details for every transaction including equipment states, alarms, and the serial number for unpaid toll transactions. 4.3.1.2.4.6 Daily System Adjustment Report The Daily System Adjustment Report shall present a summary of all transaction adjustments for a plaza for a specified day. Each Daily System Adjustment Report shall be sorted by collector and include, collector name, collector ID, plaza, lane, vehicle class of transaction, method of payment, expected revenue, actual revenue. The Daily System Adjustment Report shall also include a summary based on plaza and collector. 4.3.1.2.4.7 Detailed Audit Report The Detailed Audit Report shall present a comprehensive chronological list of all lane activity for a specific collector SOD. Each Detailed Audit report shall include plaza, lane, collector name, collector ID, chronological listing of all lane activity including equipment status messages, expected revenue total and actual revenue total from deposit. 4.3.1.2.4.8 Transponder Inventory Report The transponder inventory report is an inventory listing of all of the transponders. Listings include in-service, out-of-service, in-replenishment, and information on any off-site location and storage. 4.3.1.2.4.9 E-ZPass Class Mismatch Report The E-ZPass class mismatch report will show discrepancies between the vehicle class stored in the E-ZPass transponder and the vehicle class determined by the AVC subsystem. The report will be in both detail and summary format where the detail will show each occurrence for a particular E-ZPass transponder id and the summary format will show the number of occurrences for each E-ZPass transponder id. These reports shall allow the input of date/time ranges and well as the input of specific transponders of interest. 4.3.1.2.5 Traffic Reports

4.3.1.2.5.1 Hourly Lane Traffic Report The Hourly Lane Traffic Report shall present a summary of all lane transactions for each hour of a specified time frame. Each Hourly Lane Traffic Report shall include plaza, lane, cash transaction by class, ETC transactions by class, non-revenue transactions by class, violations by class and total transactions. Only one lane shall be presented per page. 4.3.1.2.5.2 Daily Multiple Lane Traffic Report March 3, 2008 Page 74

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The Daily Multiple Lane Traffic Report shall present a summary of all transactions per lane per plaza. Each Daily Multiple Lane Traffic Report shall include plaza, lane, cash transaction by lane, ETC transactions by lane, non-revenue transactions by lane, violations by lane and total transactions. 4.3.1.2.5.3 Plaza Traffic Report The Plaza Traffic Report shall present a summary of all transactions for a particular plaza. Each Plaza Traffic Report shall include plaza, lane, cash transaction by class, ETC transactions by class, non-revenue transactions by class, violations and total transactions. 4.3.1.2.5.4 Year-to-Date Plaza Traffic Report The Year-to-Date Plaza Traffic Report shall present a summary of all plaza transactions by month for any one-year period. Each Year-to-Date Plaza Traffic Report shall include plaza, month, cash transactions by class, ETC transactions by class, non-revenue transactions by class, violations, and total transactions. The most recent month shall be presented by individual week totals. 4.3.1.2.5.5 System Traffic Report The System Traffic Report shall present a summary of all transactions for the entire system based on a specified time frame. Each System Traffic Report shall include plaza, start period, end period, cash transactions by class, ETC transactions by class, non-revenue transactions by class, violations and total transactions. 4.3.1.2.5.6 Unusual Occurrence Report The Unusual Occurrence Report shall present a summary of all unusual occurrences within a specified time frame. Each Unusual Occurrence Report shall include plaza, date of occurrence, lane, method of payment, collector ID, collector name, description, expected revenue, actual revenue and total unusual occurrences for the plaza. 4.3.1.2.6 Revenue and Traffic Comparisons and Projections

4.3.1.2.6.1 System Revenue Comparison Report The System Revenue Comparison Report shall present a comparison of monthly revenues of different fiscal years. Each System Revenue Comparison Report shall include revenue by month for each fiscal year selected, revenue difference and percent difference. Only one complete year comparison shall be presented per page. 4.3.1.2.6.2 Statement of Revenue and Transactions The Statement of Revenue and Transactions shall present a summary of revenue and transactions for the complete system and individual plazas. The first summary of the Statement of Revenue and Transactions Report shall present revenue totals for each plaza location for both previous year and current year. The second summary shall present the total transactions for each plaza location by class and method of payment. 4.3.1.2.6.3 Plaza Traffic Comparison Report March 3, 2008 Page 75

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The Plaza Traffic Comparison Report shall present a summary comparison of transactions between the previous fiscal month/year and the current fiscal month/year. The Plaza Traffic Comparison Report shall include, plaza, previous and current month, previous and current year, and the difference between the two. 4.3.1.2.6.4 Data and Anti-Virus Protection The CONTRACTOR shall provide Data and Anti-virus Protection throughout the Toll Collection System including, but not be limited to, the following environments: · Lane; · Plaza/Host; · Workstations; · External system interfaces; · Remote access locations; and · Internet. Data and Anti-Virus shall include, but not be limited to: · Password data security at workstation login; · Data backup subsystems; · Boot record and memory virus scanning; · Disk and tape virus scanning; · Communication link and data packet scanning virus scanning; and · Import and export file virus scanning prior to standard file opening and/or transfer. The CONTRACTOR shall, at a minimum, provide the following: · The latest version of Anti-Virus at the time of the Factory Acceptance Testing period; · · Provide update service for the virus dictionary and/or virus scanning software throughout the initial warranty, maintenance and any optional maintenance periods; Anti-Virus Operational procedures; Daily Plaza Report

4.3.1.2.7

4.3.1.2.7.1 Lane Operations History The Lane Operations History Report lists all lane mode changes (open and close) for selected date(s). The report provides insight into the operation of the system. The report may be sorted by lane number or collector ID. 4.3.1.2.7.2 Monthly Revenue The Monthly Revenue Report shows cash transactions, UPTs, tickets, requisitions and bus revenue by day for each day of the selected month. The report can be run for a single plaza or all plazas. 4.3.1.2.7.3 Monthly Fiscal YTD Comparison

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The Monthly Fiscal YTD Comparison Report shows vehicle counts and revenue for the month selected compared to the previous year's counts for the same monthly period. Counts and revenue are shown for: 2-axle cash paying vehicles, 2-axle token paying vehicles, and all others. The report also shows these counts for Fiscal YTD compared to the previous year's count for the same period. (The Authority's Fiscal Year begins on July 1 and ends on June 30.) Monthly counts include adjustments. The report can be run for a single month, for all lanes (total for the plaza) or for a single lane group (eastbound/westbound). 4.3.1.2.7.4 Non-Revenue Transaction The Non-Revenue Transaction Report lists each non-revenue transaction that occurred during a specified date range. The report can be sorted by non-revenue card number, transaction date/time, or lane number. 4.3.1.2.7.5 Upload Verification of Transaction Records The host computer shall have the capability of receiving transaction records from all lane controllers and verifying the completeness of transaction record data. Any "breaks" in transaction records or missing of transaction record data shall be identified, searched for (or polled) and replaced by the host computer from data storage in the lane controllers. A listing of any missing sequences in transaction numbers or loss of required transaction record data shall be maintained in the maintenance monitoring system and an Audit Reconciliation file. All lane transaction records shall be stored in a manner where it shall be available at the plaza site for local processing and report generation and uploading to the Partnering CSC. The host computer shall coordinate and log all communications from the lane controllers and to the CSC. The lane controller shall have the capability to temporarily store transaction records in the event of a communication outage between the lanes and the host, but shall normally transmit records to the host computer system in a real-time mode. The lane controller will be able to surrender the lane data either through a portable computer or high-density removable disk. The Host computer system shall have the capability to store 60 days of transaction records from all lanes in the event of a communication outage between the Host computer system and the Partnering CSC. The transaction records shall also be removable and transportable. Provision shall be made to transport the transactions from host computer to CSC on a portable computer or removable storage media (minimum capacity 120 MB) in the event of a communication interruption. Transaction records shall be received from lane controllers, verified, and stored in a database. After successful verification and testing, transaction records remain in the circular storage in the lane controller until overwritten. Transaction records shall ultimately be recorded at the host level, but copies of the transaction records shall remain available on the host computer until no longer needed (Toll Audit, revenue posting, etc.). The host computer system shall be part of the system LAN in the plaza building.

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Download Account Status Data, Toll Rate Table, and Time Synchronization The Host computer shall receive lists of ETC transponder account status from the Partnering CSC. The Host computer shall store the most recent version of this file and maintaining a log of the time and date of the file receipt. The host computer shall thereupon update/replace the transponder status stored in each lane controller. Lane controllers shall immediately begin using the new file. The lane controllers need not maintain the previous editions of the transponder status listings. Account replenishments that modify the account status shall be reflected in the transponder status files at the lane controllers within five minutes of the replenishment at the Partnering CSC. Toll Rate Table update shall include the date and time the update is to take effect and the new fares for each class. The toll rate schedule shall be stored so that the AUTHORITY can easily modify changes to the existing schedule. The system will maintain a log of toll rate changes. It should be noted that the AUTHORITY is currently in the process of evaluating adjustments to the current toll rate schedule. In addition to any adjustments or increases to the current schedule the system shall be capable of accepting a maximum of fifteen (15) additional rates per vehicle class. The toll rate schedule(s) shall also take into consideration and be established in accordance with the current IAG classification structure as well. Time synchronization shall be accomplished through date and time downloaded from the Host. At a minimum, the proposed system shall support on-line (while the lane is open for traffic) updates of date/time, transaction ID and synchronization of the account status tables and the fare tables. 4.3.1.2.7.7 Audit and Reconciliation Reconciliation is a calculation that shows how one balance or figure is systematically derived from another. The purpose of reconciliation is to explain the difference between two items. The principal data comparison and reconciliation activity is performed via the toll collector shift reconciliation analysis. Basically, two types of data are reconciled. These are vehicle counts by class and collection receipts. Vehicle reconciliation for a manual lane uses the toll collector classifications to determine the total number of vehicles by class classified during a shift. This number of calculated vehicles by class is compared to AVC vehicle counts by class (recorded during the shift). If there are no unusual occurrences, the two totals should match and the vehicles would be reconciled. Next, collections shall be reconciled. The system shall count the number of vehicles of each class during the toll collector's shift, excluding those that have paid by ETC. Vehicle counts for each class when multiplied by their respective toll class and added together constitute the system measurement of the cash that was collected. As part of the audit process, the toll collector counts and enters the funds collected during the shift through the toll collector's workstation at the Host level. The comparison between the toll

4.3.1.2.7.6

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collector's deposit report, the count of the toll collector's deposit in the cash room, and the funds indicated by the toll collector's classifications are reviewed and evaluated by toll audit. In a mixed lane, ETC or cash transaction records shall be separately accounted for in order to determine the deposit amount to be expected from a toll collector. ETC transaction reconciliation compares vehicle reads (valid and invalid) and "no-reads" not processed by a toll collector with independent lane sensors. Daily lane reconciliation shall account for the toll period and be tabulated by vehicle counts, vehicle classifications and axle counts by cash payment types and exceptions/violations. Shift or period totals will also be provided. 4.3.1.3 4.3.1.4 Plaza Functions Real-time Lane Activity Status Display

As data is received from the lane controllers, selected data shall be displayed on the supervisor's workstation. The monitor screen shall display a matrix of data for all toll lanes. The data shall include, but not be limited to, lane identification number, operating mode (M/ETC or D/ETC), lane status, lane equipment status, vault status, toll collector identification number, if appropriate, the vehicle classification by the toll collector or by the AVC, if available, transponder classification, and type of transaction (cash, ETC, non-revenue, etc.). Other data for display shall include cumulative historical vehicle count data per lane and per plaza. The format of the display shall be developed by the CONTRACTOR for the review and approval of the ENGINEER. The display shall automatically update as new transaction status data becomes available. The transaction records generated in each toll lane shall be used to generate the data needed to produce this real-time on screen representation of lane activity. 4.3.1.5 Toll Collector Deposit and Daily Activity Reports

The CONTRACTOR shall provide a plaza computer system capable of producing toll supervisor management reports enabling toll supervisors to review activity by toll collectors. Thus, the "Operational Shift Report" and the "Collector Shift Statistics Report" from the General Reports section of this RFP shall be available. The CONTRACTOR shall provide a report writer system to allow the ability to modify a list of reports available to supervisors at the plaza level. The toll collector's deposit report constitutes a receipt and shall remain in the computer files, uploaded and used by the audit staff at the plaza level to reconcile toll collector daily transactions and revenues. 4.3.1.6 Maintenance and Plaza Statistics Reports

The system shall keep a log of all equipment malfunctions through the use of a Maintenance Online Management System (MOMS). The system shall be capable of advising the plaza supervisor of all malfunctions and all maintenance requirements/tasks by providing sound and/or March 3, 2008 Page 79

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visual alarms, screen messages and/or reports. At a minimum, the malfunction logs shall include the date and time of the failure, component or function that failed, plaza ID, lane ID, and the date and time the component or function was restored. This information shall be reported, periodically and/or on demand, at the plaza and/or Host level(s). Additionally, plaza statistics on a daily, weekly, and monthly basis shall be available at the plaza level. Both types of reports are described in SECTION 4.3.1.2 - General Reports of this document. 4.3.1.6.1 Cash Deposit Information A summary of Collector Deposit Reports shall be available for comparison to the system indicated revenue reports and to cash count conducted in the Cash Room. This summary of Collector Deposit Report shall also aid in tracking, controlling, and reconciling cash collections. 4.3.1.7 Connection to the Partnering CSC

The host computer system shall connect to the Partnering CSC through a wide area network (WAN). Transaction records of ETC transactions shall be uploaded to the Partnering CSC System. The Partnering CSC shall provide to the host computer for forwarding to the lane controllers, transponder status updates, inquiries, requests, policy and procedure changes as noted earlier. All Partnering CSC reports shall be available at the host workstations, subject to the workstation user having the required access level.

4.4

HOST EQUIPMENT REQUIREMENTS

4.4.1 Host Computer and Equipment The Host computer system, its workstations, and the lane controllers shall be configured as a LAN. The Host computer system shall include all hub hardware, cables and interface cards, processing resources (hardware and software) to support all the proposed workstations required to obtain the functionality described throughout this RFP. The LAN shall consist of server(s), lane controllers, and workstations which interface and integrate with, at least, the following peripheral components: · · · · Printers; Data back up/storage unit(s); Network appliance(s); and Router/bridge to other systems (Partnering CSC).

4.4.1.1 Servers Any server provided as part of the new toll system shall provide, at a minimum, the following characteristics: · · · Multi-core or quad core capability 16 GB RAM (if using 64-bit OS), 4 GB (if using 32-bit OS); Device controllers shall be Serial Attached SCSI (SAS) or faster;

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· · · · · · · · ·

The drive unit shall be a RAID 5 with hot swap and replace capability. The PROPOSER shall provide estimates or models of online, near online, and archival storage requirements; A DVD Drive,; High capacity tape backup library and software; Video card capable of supporting a 1280x1024 monitor; 19" flat panel color non-interlace monitor, with minimum display pixel of 1280x1024; Dual GB network adapter card and software support; Graphic pointer device either mouse or trackball and keyboard; All cables as required for proper placement and operation; and Latest version of the Operating System at the time of Approval of the Detailed Design Documentation, including Network Operating System software/setup tables and network backup software.

4.4.1.2 Workstations Workstations shall be provided for all functions of the toll collection system as well as typical day-to-day administrative activities. Workstations shall be of the same type regardless of its location or intended use. Workstations shall be micro-processor based running on a Microsoft OS platform. In the Proposal the CONTRACTOR shall identify the detailed specification for the workstation including at a minimum: · 4 GB RAM · 40 GB Hard Drive · DVD drive with read/write capability · Microprocessor (latest industry standard size) · Running MS Windows® OS · 19" flat screen monitor · GB Ethernet network adapter · Standard mouse/keyboard · A total of eighteen (14) workstations shall be provided by the CONTRACTOR as part of the Contract. Specific locations of the workstations shall be determined by the AUTHORITY in conjunction with the CONTRACTOR. In addition to the workstations the CONTRACTOR shall also provide and install ten (10) copies of MS Office® on selected workstations as directed by the AUTHORITY. 4.4.1.3 Printers The CONTRACTOR shall provide the follow printers as part of the toll collection system. · · 3 - Black and white LaserJet capable of page sizes up to 8 ½ by 14. 1 - Color LaserJet capable of page sizes up to 11 by 17.

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Specific locations will be determined by the AUTHORITY at later date and time.

4.5

VIDEO SURVEILLANCE SYSTEM EQUIPMENT

The CONTRACTOR shall provide and install a VSS to monitor toll lanes at the plaza. The equipment for the VSS along with other CONTRACTOR provided connection and integration equipment shall be able to meet all functional requirements of the VSS system. The plaza VSS shall control, monitor and record, four cameras at the plaza (two cameras capturing each direction of traffic). The CONTRACTOR shall propose locations for the cameras at the plaza and in the Plaza Building. The system shall also monitor and record general surveillance activities in and around the plaza building. This system shall be designed to monitor activities in real time at the VSS plaza station and to record camera images on DVR. The CONTRACTOR shall provide and install a recording and display station at plaza building in the toll supervisor's office. The system shall provide for the recording and display of activity at various locations in and around the plaza building. The Toll Activity Surveillance video shall be continuously recorded and each toll activity video signal shall be continuously displayed. A capability to record a minimum of 8 hours per tape shall be provided. The CONTRACTOR shall provide all necessary monitors and DVRs at the plaza. Dedicated recorders and monitors shall be provided for the Toll Activity Surveillance cameras as well as for the Toll Activity/General Surveillance cameras. The General Surveillance video signals shall be recorded on a time lapse video recorder that has the capability for programmable sequential switching and adjustable dwell time. The operator shall be able to switch back and forth between the programmable switching mode and continuous recording of all of the video signals. The selected video signal for recording on the time lapse recorder shall be displayed on its associated monitor. Pan, Tilt, and Zoom control shall be switchable to any camera and every camera shall have the ability to be commanded to return to its home settings for Pan, Tilt, and Zoom. The toll activity VSS cameras at the plaza shall be adjusted to normally (home position) view the entrance and exits of the toll plaza lanes simultaneously In addition to the video surveillance capability described above, the PROPOSER shall offer, as a separately priced option, for lane transaction data, such as lane number, date, time, collector classification, AVC classification shall be passed to the VSS and superimposed over the appropriate lane image. A supervisor is responsible for observing toll collection activities and the DVR shall be available for subsequent review on a playback station. The VSS enhances the supervisor's ability to accomplish this objective. Under the VSS transaction overlay option the CONTRACTOR shall integrate video playback of the VSS DVR in the collector audit process. The VSS system shall be used to: · Record toll lane transaction data on DVR if the option is selected by the AUTHORITY; Page 82

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· · · ·

Observe traffic in toll lanes both in real time and historical; Monitor toll collector vehicle classification if the option is selected by the AUTHORITY; Provide reference for audit confirmation if the option is selected by the AUTHORITY; and Provide visual record for patron disputes, plaza incident records, etc.

The VSS shall include all cameras, video monitors and recorders. If the option is selected by the AUTHORITY, the lane controllers, either directly or through the host computer, shall provide transaction status data to the Video Surveillance System toll activity video for display above correct lanes in as close to real-time as possible. Data to be provided to the Video Surveillance System includes: · · · · · Current time and date for synchronization; Toll collector classification (if available) by lane; AVC classification (if available) by lane; ETC tag classification (if available) by lane; and Payment category (ETC, cash, free, special occurrence, etc.).

Whenever a violation or classification mismatch occurs in a monitored lane, the VSS shall write an alarm event indicator on the type being used to record that lane's activity. This will permit an auditor to quickly advance to violations including class discrepancies when reviewing types. 4.5.1 Camera Assembly Cameras and other necessary support equipment shall be provided and installed at strategic locations around the plaza. The camera locations shall be selected so each one can observe the frontal view of vehicles in multiple lanes within the camera field of view. The camera shall be capable of Pan, Tilt, and Zoom (PTZ) by remote control from the plaza control center. The PTZ commands should allow a range of preset positions as well as custom control. The Camera Assembly shall include all housings, cameras, associated electronic devices, lights, connectors, interfaces, wires, conduits, optical devices such as lenses, shutters and filters necessary to capture the view of the toll lanes and transmit it to the VSS plaza monitor and its recording system VCR. 4.5.2 Camera Housings The camera housings shall include all mounting materials, pedestal, pan-tilt devices, heater/cooler fans, wiring, insulating materials, and locks required to provide proper environmental protection for the image acquisition equipment. The housings shall be weatherproof and tamper-proof. Each VSS camera housing shall have: · · Clean power connections for the camera and other electronic equipment; Signal connections to other electronic devices; Page 83

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· · ·

Quick-dismounted connectors to facilitate the change of cameras; Easy mounting of camera within the housing; and Mounting stands and attachments hardware, if required.

The camera housings shall include the pan-tilt platform with remote control capability from the plaza control center and pre-stored positions, as well as manually controlled positioning. All mounting locations and housing designs shall be approved the ENGINEER. The PTZ device shall be: · · · · · Weatherproof; Capable of providing at least a pan rotation of 360 degrees (horizontal plane), with a minimum pan speed of 4 degrees/second under no load conditions; Capable of providing at least a tilt rotation of 60 degrees (vertical plane), with a minimum pan speed of 2 degrees/second under no load conditions; Capable of proving a minimum of 16 custom preset positions in addition to manual control scanning functions via joystick, mouse or keyboard control; and Provided with zoom lens support for the remote control characteristics.

The VSS camera housing cost proposal item shall include installation and alignment of all cameras and selection of preset positions. All camera housings shall be designed, located, and installed so as to minimize vandalism. The PROPOSER shall indicate the proposed approach to this requirement in its Proposal, which should include a narrative as well as a sketch indicating typical camera housing layout. Camera housings shall have all connectors to all conduits, cables, optical fibers, fiber modems, and connector covers as required for the proper operation. Cable connectors shall include connector covers to ensure proper protection when the units are not in operation or are disconnected. The camera unit mounting hardware shall include quick mount and release devices to allow for portability, quick installation, and replacement. 4.5.3 Camera Image Quality Minimum image quality requirements shall include: · · · · · Equipment shall be capable of a minimum of 724 X 494 effective pixels; Video images shall be full motion color video; Pixel blooming control technology shall be used; 1/1000 second equivalent shutter speed; Remote control zoom capabilities accessed in conjunction with the pan-tilt device; and

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·

Motorized zoom lens - field of view range at the focal plane, shall cover a horizontal distance from 3 to 28 meters.

Minimum camera performance and design parameters: · · · Minimum Signal to Noise ratio (S/N): 40 dB Minimum illumination for usable video: 0.08 lux @ ½ sec. Minimum features: Selectable and/or automatic, iris, shutter and white balance

4.5.4 Video Switching and Recording The VSS video switching and recording center shall include all of the Digital Video Recording (DVR) equipment, video switches and control systems, monitors and electronic equipment/computer interfaces to: · · · Accept lane and/or host real time data and super-impose it on the appropriate recording scenario; Display the video signal on the appropriate monitor for online review; and Review pre-recorded DVR using a variety of viewing techniques including, but not be limited to, skip search to marked positions on the DVR, freeze frame and/or variable speed review.

The VSS control center shall include a console with: · · · · · Sufficient monitors to display each VSS camera input; Sufficient DVR capacity to record all VSS video inputs; Electronic equipment to interface to the lane controllers and/or the host computer to extract real-time toll transaction information and super-imposing it on the appropriate image to be recorded; A video signal control device to direct the video signal to the appropriate DVR and/or monitor; and Additional cabinets and desktop work area to facilitate the audit operation.

4.5.5 Digital Video Recorder (DVR) The DVR unit shall include the following minimum capabilities: · · · · · Event alarm / immediate recording; Programmable event alarm time recording span; Date/time synchronization with CPS; Built-in date/time character generation; Record and search feature for event alarm indicator; and

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4.6

DATA MANAGEMENT

4.6.1 System Capacity The Lane and Host Computer Systems shall be designed to support the transaction volumes described in this Section. The Host Computer System shall support the existing facility, but shall be designed and configured so that it has the capability to be readily expanded to support future facilities as well. Table 4-3 Lane Design Transaction Processing/Capacity/Speed Requirements, below provide the estimated per lane, peak, hourly and daily transaction processing capacity and speeds. The Lane and Host Systems designs should be configured to satisfy these volumes at a minimum.

LANE TYPE/TRANSACTION TYPE Expected Daily Toll Plaza Transactions Manual/ETC Lane Toll Transactions Dedicated/ETC Lane/Future ORT lanes Toll Transactions 2 per second for 15 seconds 2,400 60,000 40 in 1 Minute 1500 12000 500,000 PEAK HOURLY DAILY DESIGN VALUES TRANSACTIONS (PER LANE)

Table 4-3 Lane Design Transaction Processing/Capacity/Speed Requirements

The lane controller shall have the capability to store transaction records in the event of a communication outage (14 days) between the lanes and the host, but shall normally transmit records to the host computer system in real-time. In a similar fashion the host computer system shall have the capability to store transaction records in the event of a communication outage between the host computer system and the Partnering CSC. The host computer shall be capable of storing 60 days worth of data from all the lanes in the plaza. The CONTRACTOR shall provide operational procedures for review and approval by the ENGINEER. The operational procedures shall describe the steady state flow of data from lane to host and from host to Partnering CSC. At a minimum, the CONTRACTOR shall provide a flow chart describing the above mentioned steady state data flow, real-time data and batch mode data transfers, and how the system will react and recover from a communication outage between a lane and the host and/or the host and the CSC. 4.6.2 Data Storage Transaction data records produced by the lane controllers shall be stored in the lane controller's local memory system (RAM and disk) until uploaded into the host computer. The host computer shall receive data, check for data and transaction record completeness, and initiate data retransmission if data is missing. The host computer shall provide storage until files can be

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uploaded to the Partnering CSC. Transaction records shall be retained in the host computer to generate local reports. 4.6.2.1 Toll Transaction Records

As each vehicle is processed in a toll lane, a transaction record is produced. Data shall include the type of toll transaction, the amount of toll (and toll collector classification), a customer account number, a toll collector number (or supervisor if D/ETC or Bypass lane), the time of the transaction, ETC tag class, AVC class, and a violation condition. This data shall be organized into a defined transaction record format. The transaction record shall be temporarily stored in the lane controller and uploaded into plaza computer storage files. Transaction records shall be identifiable by plaza and lane. Each transaction record shall have an identifier so that gaps in transaction records can be identified and missing records automatically requested for retransmission from the lane controller. Transaction records may be accessed by toll supervisor through the workstations to produce local reports. 4.6.2.2 Traffic and Indicated Revenue Data

Traffic data shall be available from a real-time lane activity log. A report of this data can be produced at any time during the day and shall be based on count data accumulated for the Log. At the end of the day, a Daily Traffic Report shall be available for output. This report shall indicate the traffic by classification, toll lane, payment type, by hour of the day (or a lessor time period), cumulative by week or month, year to date, comparisons to prior week, month or year, combinations of the above or other format as desired. The same type of reports shall be available by indicated revenue (unaudited revenue). Reports shall be available showing both traffic and indicated revenue data. Indicated revenue shall have the option of being segregated into ETC revenue and toll collector receipts by hour, day, week, month, year, year to date, over a selectable period, lane, class, etc.

4.7

MAINTENANCE ON-LINE MANAGEMENT SYSTEM (MOMS)

As part of the toll collection system provided under this contract, a Maintenance On-line Management System (MOMS) shall be provided. The MOMS shall serve the purpose and provide the functionality to allow for complete monitoring and control of the entire toll collection system as described in this RFP. The MOMS shall be the focal point for all toll system maintenance activities including routine preventative maintenance, corrective maintenance, real-time monitoring, repair calls and report generation. 4.7.1 Maintenance On-line Management System (MOMS) Administration The administration and management of the MOMS shall be through the Host at the AUTHORITY'S administration building. The MOMS application shall be comprised of a separate server/CPU from the new Toll Collection System Host. At a minimum the MOMS server shall include: · Multi-core capability; Page 87

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· · · · · · · · · ·

16 GB RAM (if using 64-bit OS), 4 GB (if using 32-bit OS); Device controllers shall be Serial Attached SCSI (SAS) or faster; The drive unit shall be a RAID 5 with hot swap and replace capability; A DVD Drive,; Video card capable of supporting a 1280x1024 monitor; 19" flat panel color non-interlace monitor, with minimum display pixel of 1280x1024 (may be combined with Host if within same rack); Dual GB network adapter card and software support; Graphic pointer device either mouse or trackball and keyboard; All cables as required for proper placement and operation; and Latest version of the Operating System at the time of Approval of the Detailed Design Documentation, including Network Operating System software/setup tables and network backup software.

The MOMS server shall be fully integrated with the new Toll Collection System Host in order to accurately receive system status information on a real-time basis. At a minimum, the MOMS shall be capable of providing the following information to its users: · · · · · · · · · Current System Status (Level defined by user); Lane Operation Status (Open/Closed); Failure and/or Malfunction Location; Failure and/or Malfunction Description (w/ priority level); Spare Inventory Quantity; Part/Equipment description (including part/serial no.) (if applicable); Record of last maintenance activity for a part entered by maintenance staff; Record of last preventative and corrective maintenance activity for a part as entered by maintenance staff; and Historical system information/report generation.

4.7.2 Failure/Malfunction Reporting One of the primary purposes and functions of the MOMS is to automate the process of expediting repair/service calls to technicians. The MOMS shall be designed with the ability to generate work orders with little or no human intervention. Work order formats and specifications shall be determined during the design process and approved in writing by the AUTHORITY prior to implementation. The MOMS shall allow for the possibility of generating, at a minimum, five (5) different types of work orders. The MOMS shall also provide for the capability to build ad-hoc work orders for unusual occurrences of maintenance activities. In addition, a work order shall include, but not be limited to, the following information regardless of its format: · · · · Date/Time of Work Order Generation; Date/Time/Location of repair or maintenance call; Work Order Number (sequential); and Failure or Malfunction description. Page 88

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The MOMS shall also provide the capability to generate blank work orders for repairs or malfunctions not directly reported by the MOMS. Blank work orders shall still be generated for the sequential list maintained in MOMS. The MOMS shall allow for the automatic or manually activated paging of technicians once a work order has been generated. The paging method utilized shall be described in the proposal. If the respondent chooses a third party paging service the costs incurred for paging services shall clearly identified in the cost proposal. It shall be understood that if any paging service costs are required, they will be administered and paid directly by the AUTHORITY. Additionally, paging services and associated costs shall be agreed upon by the AUTHORITY prior to implementation. 4.7.3 Performance and Status Monitoring - Real Time Display As part of the MOMS, a performance monitoring application shall be provided which will, on a real-time basis, provide information regarding the status of all levels of toll system equipment and performance. The performance monitoring shall be accessible from any Host workstation and also from any plaza computer provided the proper clearance level has been entered. The performance monitoring function shall be developed in such a way as to allow the user to select and observe the status and/or performance of several predefined levels of the toll collection system. The following is a breakdown of the various levels, and, at a minimum, the degree of information required to be displayed for each level: · · Lane Level Components; All equipment status's; - Status of all lane applications; - Lane ID/Type; - Lane Location (Plaza, Lane No.); - Current mode of operation (If applicable); - Lane Operation Status ­ Open/Closed; Plaza Level; - Status of Lane/Plaza Communications Link; - Status of Plaza Computer applications; Host Level; - Status of Plaza/Host Communications Link; and - Status of Host applications.

· ·

In addition to the varying levels of monitoring, the MOMS shall allow for the real-time overview of lane activity based on plaza selection from the user. At a minimum, the real-time overview function should provide the following on-screen information. · · · · Lane ID; Collector ID (when applicable); Lane status (open/closed); Previous Vehicle Classification;

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· · ·

Previous Vehicle Fare; Current Vehicle Classification; and Current Vehicle Fare.

4.7.4 Remote Access/Dial-Up Networking The MOMS shall be designed with the capability to allow technicians and/or other users to access the MOMS network from a remote location. Technicians or maintenance staff will typically utilize this function while on-site or to log-in and close out a work order. The dial-up access shall be designed to utilize simple dial-up connection tools typically found on any laptop computer. Access should be password-protected to prevent unauthorized users from gaining access to the MOMS. A single network password will not be acceptable for dial-up users. Each user shall be required to enter their own personal password when logging into the MOMS. 4.7.5 Inventory/Spare Parts Control The MOMS shall have the capability of accessing the inventory and spare parts inventory control database in an automated form. This function shall be integrated with the Work Order generation function, which will automatically update and maintain the system and spare parts inventory based on Work Orders and technician input during a work order closeout.

4.8

ELECTRICAL REQUIREMENTS

Electrical Power is currently provided on each island. The CONTRACTOR shall utilize the power for all parts of the toll collection system. The AUTHORITY will (except where specifically stated to the contrary in the RFP) supply unfiltered 120V 60 Hz line power at each installation location in the lane. The AUTHORITY shall supply an Uninterruptible Power Supply (UPS) for all equipment in the Plaza Buildings that requires it. However, not all locations in the building have UPS outlets and in those rooms/locations where UPS outlets are absent or insufficient in number, the AUTHORITY'S Electrical Contractor shall install outlets and provide and install wiring back to the UPS main panel in the building as necessary. The AUTHORITY will provide UPS and appropriate switching hardware to provide for continued uninterrupted operation of the toll collection system spanning an interruption of utility power until emergency generators come on-line or utility power is restored, UPS power shall be provided for the following equipment systems. Toll Lanes/Plazas: · All workstations; · Lane controllers; · Toll collector terminals; · Proximity Card Readers · Receipt Printer · Patron Fare Displays; · Gates; · AVC Subsystem · ETC Sub-Systems; March 3, 2008 Page 90

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·

LAN, WAN, and all communications systems.

Host Computer System: · Host computer, applications processor, and all attached devices; · All workstations; and · LAN, WAN, and all communications systems. During the Jobsite Inspection the CONTRACTOR shall inspect the current UPS for its size and load rating in order to ensure that the proposed system will be provided with adequate coverage. Currently the UPS provides coverage to following components: Lane 2 Lane Collection Enclosure Automatic Collection Machine Variable Message Sign Lane Use Signal Patron Toll Display Lane Traffic Signal/Violation Alarm Lane 3 Lane Collection Enclosure Variable Message Sign Lane Use Signal Patron Toll Display Lane Traffic Signal/Violation Alarm Lane 4 Lane Collection Enclosure Automatic Collection Machine Variable Message Sign Lane Use Signal Patron Toll Display Lane Traffic Signal/Violation Alarm Lane 5 Lane Collection Enclosure Automatic Collection Machine Variable Message Sign Lane Use Signal Patron Toll Display Lane Traffic Signal/Violation Alarm Lane 6 Lane Collection Enclosure

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Automatic Collection Machine Variable Message Sign Lane Use Signal Patron Toll Display Lane Traffic Signal/Violation Alarm Lane 7 Lane Collection Enclosure Automatic Collection Machine Variable Message Sign Lane Use Signal Patron Toll Display Lane Traffic Signal/Violation Alarm Lane 8 Lane Collection Enclosure Automatic Collection Machine Variable Message Sign Lane Use Signal Patron Toll Display Lane Traffic Signal/Violation Alarm Lane 9 Lane Collection Enclosure Automatic Collection Machine Variable Message Sign Lane Use Signal Patron Toll Display Lane Traffic Signal/Violation Alarm Lane 10 Lane Collection Enclosure Variable Message Sign Lane Use Signal Patron Toll Display Lane Traffic Signal/Violation Alarm

Lane 11 Lane Collection Enclosure Automatic Collection Machine Variable Message Sign Lane Use Signal Patron Toll Display Lane Traffic Signal/Violation Alarm

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Pan-Tilt-Zoom cameras (southbound and northbound) and Plaza building cameras. Host System (rack)

4.9

COMMUNICATIONS REQUIREMENTS

This section describes the communications system that shall be utilized on this project for all toll collection, video, and related data transfer. The communications system installed shall be capable of voice, data, and video transfer in real-time. The CONTRACTOR shall be responsible for all installation and required equipment for the entire communications system. The communications system shall provide a secure and reliable means of transferring toll data, and intercom voice communications. The communications system shall be configured utilizing standard networking protocols for both a Wide Area Network (WAN) and Local Area Network (LAN). The toll communications shall support: · · · Toll transaction and event data; Intercom communications between the toll supervisor and the lanes; Video Surveillance System digitally compressed video.

4.9.1 Lane/Plaza Communications At the plaza, fiber optic cable shall be utilized for all lanes to plaza communications. The CONTRACTOR shall be responsible for the installation of all fiber optic cables between the lanes and the plaza. The CONTRACTOR shall also be responsible for communications cables between VSS cameras and the VSS monitoring and surveillance station. The plaza communications shall be configured as a Local Area Network (LAN) in which each lane controller shall be a client to the Host computer (server). All lane controller-to-network connections shall be fiber. When possible, direct fiber connections shall be used from the lane controller to the network hub. All fiber installation work shall include fiber terminations, polishing and fiber testing. The CONTRACTOR shall determine the fiber count required for the fiber cable, but shall provide at least two spare fibers between each lane controller and the cabinet or room where the network hub/switch is located, for future use. The lane/plaza communications will be required for the transmission of all data including surveillance cameras images. Intercom communications between each mainline toll booth and the plaza building shall be provided by the CONTRACTOR. 4.9.2 Plaza and Host Communications The communications link between the mainline plaza and the Host shall be accomplished through the use of standard network cables. March 3, 2008 Page 93

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4.9.3 Maintenance / Service The CONTRACTOR shall include system software to monitor network traffic and performance as well as instruction during the training program on use of the network monitoring software.

4.10 ENVIRONMENTAL REQUIREMENTS

Toll collection equipment installed at the plaza areas will be exposed to the exterior environmental conditions prevailing at the Newport Pell Bridge. Any lane equipment, components or subsystems installed inside the toll booths shall be designed, fabricated, and environmentally tested to operate in the temperature range of 10 degrees F to 120 degrees F with a relative humidity range of 15 percent to 95 percent, non-condensing. Exterior lane equipment, components or subsystems shall be designed, fabricated, and environmentally tested to operate in the temperature range -20 degrees F to 120 degrees F with a relative humidity range of 15 percent to 95 percent, non-condensing. All interior booth and exterior lane equipment shall be designed to avoid damage due to thermal shock from operations or start-up during low temperature conditions. All exterior lane equipment and any other potentially exposed units, shall be designed and tested to operate in conditions of rain, sleet, snow, ice, salt, airborne dust, roadway chemicals, exhaust emissions, and other contaminants found in the toll plaza area. This also means that appropriate rain/corrosion/tightness testing shall be conducted for these units. Toll collection equipment, data cables, and the system power distribution wiring shall not be affected by electrical noise conditions. These conditions shall include but not be limited to communications of any type, RF radiation, CB radios, ignition noise, treadle contact noise, lighting fixture static, power transients, booth heaters, air-conditioning, etc. The CONTRACTOR shall investigate all environmental factors that may affect toll collection equipment operations both before and after installation of the equipment. Environmental deficiencies uncovered during installation testing, on-line demonstration, or final system tests may be the cause for additional design adjustments and additional environmental testing, at the CONTRACTOR'S expense.. The AUTHORITY, or their designated representatives, shall retain the exclusive right to judge the environmental acceptability of the toll collection system equipment and components before system approval and final system acceptance will be granted. All toll collection components shall be certified via testing to operate with normal outputs when the input voltage varies as much as +/- 10 percent. The interior equipment to be installed at the toll plaza and maintenance building shall be designed and certified by the manufacturer to operate in a range of 50 degrees F to 90 degrees F with a relative humidity of 20 percent to 80 percent, non-condensing. If the existing computer room is utilized, heating and air conditioning will be provided by the Authority. All equipment,

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interior or exterior, shall be capable of dry storage in temperatures that range from -20 degrees F to 140 degrees F. Shock and vibration testing shall be conducted. All exterior and booth equipment, when in their fully assembled configuration, shall not be damaged, nor shall the operational performance be degraded, after subjection to vibration of 1g at 15 Hz to 500 Hz or shocks of 5g for 10 +/- 1 milliseconds in each of three mutually perpendicular planes. All environmental tests shall be completed and the results accepted by the AUTHORITY, or their designated representatives, prior to commencement of installation. The CONTRACTOR shall use appropriate subcontracting to achieve environmental testing at an acceptable facility. The CONTRACTOR may request a waiver of environmental testing for any component previously tested or if existing equipment specifications can represent compliance such as product manuals of COTS equipment, etc. In any event, fully certified test data or documentation shall be presented to the AUTHORITY with the waiver request prior to commencement of the test. The Authority shall retain the exclusive right to require environmental testing or to waive such testing after reviewing the CONTRACTOR'S waiver request. 4.10.1 Lightning Protection The following specifications and standards of the latest issue form a part of this specification: · · · Underwriters Laboratories, Inc., (UL) Installation Requirements for Lightning Protection Systems, UL 96A National Fire Protection Association, ( NFPA) Standard for the Installation of Lightning Protection Systems, NFPA 780 Underwriters Laboratories, Inc., Lightning Protection Components, UL 96

4.11 SYSTEM SECURITY

4.11.1 Data Security and Integrity The CONTRACTOR shall identify the techniques used in protecting data files and their integrity. 4.11.2 Computer Access Security The functions within the LAN and functions within the application software shall require protection against use by unauthorized persons. A security matrix shall be developed allowing the system administrator to determine which users shall be allowed access to which functions. It is anticipated that this matrix shall consist of a minimum of five access levels. These levels shall apply to the following application types: · Opening and operating a lane Page 95

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· · · · · · · ·

Opening and operating a lane in maintenance mode Setting a lane's mode of operation Display screens Data entry windows on display screens Reports Report generators Menu selections Interactive "button" commands.

Security levels shall range from the most inclusive to the least and the AUTHORITY shall work with the CONTRACTOR to define the levels at the time of Detail Design Document development. The system shall permit the AUTHORITY to modify the security access levels of the toll operating staff. 4.11.3 Physical Security Access to all electronic cabinets of the entire system shall require keys. This requirement includes Lane Controllers, routers/network interface cabinets, workstation housings, host computer housings, rack cabinets, etc.

4.12 INTEROPERABILITY

The new toll system shall be designed to be fully interoperable with all other IAG toll agencies. This includes the ability for the new toll system to properly recognize all IAG/E-ZPass compatible transponders that are installed in vehicles that drive through any of the AUTHORITY'S toll lanes.

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5. GENERAL CONDITIONS

5.1 QUALITY OF SERVICES

The CONTRACTOR warrants to the AUTHORITY that all services supplied by the CONTRACTOR in performance of this Contract shall be supplied by personnel who are careful, skilled, experienced and competent in their respective trades or professions. The CONTRACTOR agrees that he/she is supplying a state-of-the-art cash and electronic toll collection system in the performance of this Contract and warrants to the AUTHORITY that the same shall conform to the highest professional and engineering standards and principles.

5.2

PERMITS AND LICENSES

The CONTRACTOR shall procure all permits (except those specifically provided in the Contract Documents) and licenses, pay all charges, fees, and taxes, and give all notices necessary and incidental to the due and lawful prosecution of the work. These costs shall be included in the unit prices bid for the various items of the Contract work.

5.3

PRECEDENCE OF DOCUMENTS

Unless otherwise provided in the Contract the Contract Documents are listed in order of precedence below: · · · · · Contract; RFP and All Addendums; The proposal submitted by the CONTRACTOR; The Detailed Design Document (once approved); and Rhode Island Department of Transportation ­ Standard Specifications for Road and Bridge Construction - 2004 Edition.

5.4

RHODE ISLAND SALES TAX

The authority is exempt from the payment of the Rhode Island Sales Tax under the 1956 General Laws of the State of Rhode Island, 44-18-30, Paragraph I, as amended. A Certificate of Exemption has been provided as APPENDIX D.

5.5

FEDERAL EXCISE TAXES

The authority is exempt from the payment of any excise tax or federal transportation taxes. The price proposal shall be exclusive of taxes and will be so construed.

5.6

SCOPE OF WORK

The intent of the Contract is to provide for the construction and completion in every detail of the work as described. The CONTRACTOR shall furnish all labor, materials, equipment, tools, transportation and supplies required to complete the work, all in accordance with the Plans, Specifications and terms of the Contract.

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5.6.1 a.

Changes in the Contract Right to Change. The Engineer reserves the right to make changes in the Contract at any time during the progress of the work as are necessary to satisfactorily complete the Project. Such changes shall not invalidate the Contract nor release the Surety. The CONTRACTOR agrees to perform the work as directed by the ENGINEER. Any costs applicable to such changes will be paid for by the execution of an appropriate Contract Addendum. Causes for Changes. Changes in the Contract may result from any of the following causes: 1. Differing site conditions. 2. Alterations in the Plans or Details; additions to, reductions in, or elimination of an existing item of work contained in the Proposal. 3. Extra or unforeseen work for which there is no item of work in the Proposal. 4. Suspension of the work for any reason. 5. Significant changes in the character of the work. c. All changes will be included in a Change Order which specifies, in addition to the work to be done, an adjustment of Contract Time, if any, and the basis of compensation for such work. Upon receipt of a Change Order, the CONTRACTOR shall proceed with the ordered work. Where the changes involved require a Change Order, and a Change Order has not yet been issued, the ENGINEER may direct, by Field Order, that the CONTRACTOR proceed with the desired work and the CONTRACTOR shall comply. In such cases, the ENGINEER will, as soon as practicable, issue a Change Order for such work.

b.

d.

No claim for additional compensation shall be made because of any such alteration, deviation, addition to or omission from the Work required by the CONTRACTOR, by reason of any variation between the approximate quantities in the Proposal and the quantities of Work as done, by reason of Extra Work, by reason of elimination of Pay Items, or by reason of changes in the character of Work except as allowed in the Section.

5.6.2

Extra Work

The Contractor shall perform extra work, for which there is no price included in the Contract, whenever it is deemed necessary or desirable to complete the work as contemplated. Such work shall be performed in accordance with the Specifications and as directed, and will be paid for as follows:

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5.6.2.1 a.

Differing Site Conditions, Changes, Extra Work And Force Account Work Methods of Payment. Differing site conditions, changes, extra work, and significant changes in the character of the work, all performed in accordance with SECTION 5.6 - Scope Of Work, will be paid for in accordance with the following methods as appropriate: 1. 2. 3. 4. Contract unit prices. Unit prices agreed upon in the order authorizing the work. An agreed upon lump sum amount. If directed by the Authority, on a Force Account Basis to be compensated in the following manner: (a.) Labor. For all labor and foremen in direct charge of the specific operations, the Contractor shall receive the rate of wage actually paid as shown by its certified payroll, which rate shall be at least the prevailing rate of wage (or scale), for each and every hour that said labor and foremen are actually engaged in the work. No part of the salary or expenses of anyone connected with the Contractor's forces above the grade of foreman, and having general supervision of the work, will be included in the labor item as specified above. The Engineer reserves the right to determine the number and type of labor employed. The Contractor shall receive the actual costs paid to, or in behalf of, workers by reason of subsistence and travel allowances, health and welfare benefits, pension fund benefits or other benefits, when such amounts are required by collective bargaining agreement or other employment contract generally applicable to the classes of labor employed on the work. An amount equal to 20 percent of the sum of the above items will also be paid the Contractor. Bond, Insurance and Tax. For property damage, liability, worker's compensation insurance premiums, unemployment insurance contributions, and social security taxes incurred on force account work, the Contractor shall receive the actual cost, to which cost a surcharge of 6-percent will be added. The Contractor shall furnish satisfactory evidence of the rate or rates paid for such bonds, insurances and taxes. Materials. For materials accepted by the Engineer and used in the work, the Contractor shall receive the actual cost of such materials delivered to the site, including transportation charges paid (exclusive of machinery rentals as hereinafter set forth), to which cost a surcharge of 15 percent will be added. The Contractor will not be reimbursed for any penalty or carrying charge incurred due to late or delayed payment for materials used in the work. Page 99

(b.)

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(d.)

Equipment. For any machinery or special equipment (other than small tools) including transportation cost, the use of which has been authorized by the Engineer, the Contractor shall receive either the "hourly rental rates" as prescribed herein by the AUTHORITY, or the actual documented cost plus an amount equal to 10 percent of said actual documented cost, whichever is less. Under no circumstance shall the payment exceed the replacement cost of the equipment. All rental rates shall include the estimated operating cost as indicated for that equipment in either the Rental Rate Blue Book or the Rental Rate Blue Book for Older Equipment, including the Rate Adjustment Tables approved for projects wholly or partially funded by the Federal Highway Administration (FHWA). Operators' wages are not included in the estimated operating cost and are paid separately, except for certain specified equipment in which the operator's wages are included. The "hourly rental rate" for an individual piece of equipment shall be determined by dividing the associated monthly rate, modified by the Rate Adjustment Tables, as contained in the Rental Rate Blue Book by one hundred seventy-six (176). There will be no adjustment to the hourly rate for the period of use. For rented equipment, the cost shall be based on the actual documented cost plus an amount equal to 10-percent of said actual documented cost, subject to the conditions set forth below. The actual documented cost shall consist of the paid invoice for rented equipment plus other documented operating costs (i.e. fuel, maintenance, repairs, etc.). Actual documented costs plus 10 percent of said costs shall not exceed the cost as calculated from the RENTAL RATE BLUE BOOK or the RENTAL RATE BLUE BOOK FOR OLDER CONSTRUCTION EQUIPMENT. The Contractor shall submit documentation for both the hourly rental rates and actual documented costs to determine that the actual documented costs plus 10 percent of said costs does not exceed the calculated rental rate costs. No percentage surcharges will be added to the "Blue Book" rates as prescribed herein for rented equipment. For equipment which is already on the project, the rental period shall start when such equipment is ordered to work by the Engineer, and shall continue until ordered to stop work. For equipment which has to be brought to the project specifically for use on force account work, the AUTHORITY will pay all loading and unloading costs, and all transportation costs to and from the project, including assembling and dismantling, provided, however, that the cost of return transportation shall not exceed that of moving the equipment to the project. Loading, unloading and transportation costs will not be paid if the equipment is used for work other than force account work while on the project. The rental period shall start at the time the equipment is ready for operation, and shall extend during the period of time the equipment is actually utilized on force account work. The rental period shall end when the equipment is Page 100

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released by the Engineer. All equipment, including trucks, shall, in the judgment of the Engineer, be in good working condition and suitable for the purpose intended. The Engineer reserves the right to determine the number of units of the various types of equipment to be employed on force account work. The manufacturer's model identification shall be the basis for identifying the type of equipment for payment purposes. Certification for the model year of the equipment will be required. (e.) Subcontracting. For work performed by a subcontractor, the Contractor shall accept as full payment therefore, an amount equal to the actual cost to the Contractor of such work performed by the subcontractor as determined by the Engineer, plus 10 percent of said cost. Miscellaneous. No additional allowance will be made for general superintendence, the use of small tools, or other costs for which no specific allowance is herein provided. Compensation. The Contractor's representative and the Engineer shall daily compare records of work completed on a force account basis. The Engineer will then prepare the daily work sheets and said sheets will be signed by the Contractor's representative no later than noon of the next working day. Statements. No payment will be made for work performed on a force account basis until the Contractor has furnished the Engineer with six copies of itemized statements of the cost of such work, incurred on a daily basis, and detailed as follows: (1.) Name, classification, date, daily hours, total hours, rate and extension for each laborer and foreman. (2.) Designation, dates, daily hours, total hours, rental rate, and extension for each unit of machinery and equipment. (3.) Quantities of materials, prices, and extensions. (4.) Transportation of materials. (5.) Cost of property damage, liability and worker's compensation insurance premiums, unemployment insurance contributions, and social security taxes. Statements shall be accompanied and supported by certified payrolls, and receipted invoices for all materials used and transportation charges. However, if materials used on the force account work are not specifically purchased for such work but are taken from the Contractor's stock, then March 3, 2008 Page 101

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in lieu of the invoices, the Contractor shall furnish an affidavit certifying that such materials were taken from its stock, that the quantity claimed was actually used, and that the price and transportation claimed represent the actual cost to the Contractor. 5.6.3 Significant Changes in the Character of the Work

The Engineer reserves the right to make in writing at any time during the work, such changes in quantities and such alterations in the work as are necessary to satisfactorily complete the project. Such changes in quantities and alterations shall not invalidate the Contract nor release the surety, and the CONTRACTOR agrees to perform the work as altered. If the alterations or changes in quantities significantly change the character of the work under the Contract, whether such alterations or changes are in themselves significant changes to the character of the work or by affecting other work cause such other work to become significantly different in character, an adjustment, excluding anticipated profits, will be made to the Contract. The basis for the adjustment shall be agreed upon prior to the performance of the work. If a basis cannot be agreed upon, then an adjustment will be made either for or against the CONTRACTOR in such amount as the Engineer may determine to be fair and equitable. If the alterations or changes in quantities do not significantly change the character of the work to be performed under the Contract, the altered work will be paid for as provided elsewhere in the Contract. a. Circumstances for Significant Change. The term "significant change" shall be construed to apply only to the following circumstances: 1. When the character of the work as altered differs materially in kind or nature from that involved or included in the original proposed construction or; 2. In most cases, as determined by the AUTHORITY, when a major item of work, as defined elsewhere in the Contract, is increased in excess of 200%, or decreased below 50%, of the original contract quantity. Any allowance for an increase in quantity shall apply only to that portion in excess of 200% of the original Contract item quantity, or in the case of a decrease below 50%, to the actual amount of work performed.

5.7

MAINTENANCE OF PUBLIC ACCESS

Unless otherwise provided, the CONTRACTOR shall maintain existing streets, highways, roads, private walks and sidewalks which may be involved with the Project, open for vehicular and/or pedestrian traffic. The CONTRACTOR shall also provide and maintain in a safe condition temporary approaches, crossings, and intersections with trails, roads, streets, businesses, parking lots, residences, garages, farms, and other features as may be necessary, and at its own expense and as directed by the Engineer. With respect to maintaining public access as described above, the CONTRACTOR will not be required to remove snow. March 3, 2008 Page 102

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If the Engineer decides that the interests of the public and/or abutting property owners sorequire, the CONTRACTOR shall construct plank crossings, or other such approved temporary crossings, over trenches in streets, roads, or private ways. All such temporary crossings shall be provided as directed by the Engineer.

5.8

PROPRIETARY RIGHTS

All work which the CONTRACTOR is required to prepare or develop in the performance and completion of the CONTRACTOR'S scope of work including documents, calculations, maps, sketches, notes, reports, data, models and samples, and any and all inventions and copyrightable material contained therein, shall become the sole and exclusive property of the AUTHORITY without limitation when made or prepared whether delivered to the AUTHORITY or not, subject to the CONTRACTOR'S right to use the same to perform the Work under this Contract, and such materials shall, together with any materials furnished to the CONTRACTOR by the AUTHORITY hereunder, be delivered to the AUTHORITY upon request and in any event upon completion or termination of this Contract.

5.9

SCHEDULE, COORDINATION, AND REPORTING

The AUTHORITY will assist the CONTRACTOR in scheduling and coordination of its performance of the Work with the work of others connected with the Work, and the CONTRACTOR agrees to comply strictly with such scheduling and coordination. The CONTRACTOR agrees that if the Work hereunder is performed under joint occupancy conditions on the AUTHORITY'S premises, the CONTRACTOR will cooperate with the AUTHORITY and other contractors on the AUTHORITY'S premises so that the Work and the work of others connected with the Work will progress smoothly with a minimum of delays due to interference among the various contractors on the AUTHORITY'S premises.

5.10 MINORITY/DIVERSIFIED BUSINESS ENTERPRISE GOALS

Although there is not a mandatory requirement on this project for M/DBE participation the CONTRACTOR shall demonstrate a best effort attempt to achieve a 5% M/DBE participation goal of the initial contract amount.

5.11 SUSPENSION OF WORK

If the performance of all or any portion of the work is suspended or delayed by the Engineer in writing for an unreasonable period of time (not originally anticipated, customary, or inherent to the construction industry) and the CONTRACTOR believes that additional compensation and/or Contract time is due as a result of such suspension or delay, the CONTRACTOR shall submit to the Engineer in writing a request for adjustment within seven calendar days of receipt of the notice to resume work. The request shall set forth the reasons and support for such adjustment. Upon receipt, the Engineer will evaluate the Contractor's request. If the Engineer agrees that the cost and/or time required for the performance of the Contract has increased as a result of such suspension and the suspension was caused by conditions beyond the control of and not the fault of the CONTRACTOR, its suppliers, or subcontractors at any approved tier, and not caused by weather, the Engineer will make an adjustment (excluding profit) and modify the Contract in March 3, 2008 Page 103

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writing accordingly. The CONTRACTOR will be notified of the Engineer's determination whether or not an adjustment of the Contract is warranted. No Contract adjustment will be allowed unless the CONTRACTOR has submitted the request for adjustment within the time prescribed. No Contract adjustment will be allowed under this clause to the extent that performance would have been suspended or delayed by any other cause, or for which an adjustment is provided for or excluded under any other term or condition of this Contract.

5.12 TERMINATION AT THE OWNER'S OPTION

The AUTHORITY shall have the right at any time, with or without cause, to terminate further performance of the Work by written notice to the CONTRACTOR specifying the date of termination. On the date of such termination stated in said notice, the CONTRACTOR shall discontinue performance of the Work and shall preserve Work in progress and completed work, pending the AUTHORITY'S instructions, and shall turn over such Work in accordance with the AUTHORITY'S instructions. If the CONTRACTOR has fully and completely performed all obligations under this Contract up to the date of termination, the CONTRACTOR shall recover from the AUTHORITY as complete and full settlement for such termination: (a) for Work to be performed for a lump sum Contract Price under this Contract, the actual costs of all such Work satisfactorily executed to the date of termination, plus an allowance for reasonable overhead and profit on such costs (but not to exceed the lump sum Contract Price or a pro rata portion of such Contract Price for such Work based on the proportion that such costs bear to an estimate of the total cost of such Work), or for Work to be performed under this Contract for a reimbursable or unit price Contract Price, compensation in accordance with such Contract Price for such Work satisfactorily executed to the date of termination; plus, (b) actual cost incurred by the CONTRACTOR to return the CONTRACTOR'S field tools and equipment, if any, to his/her or his/her suppliers' premises and to turn over Work in progress and completed Work in accordance with the AUTHORITY'S instructions; plus, (c) actual cost necessarily incurred in effecting the termination; less, (d) all amounts previously paid to the CONTRACTOR for the Work. All claims under any of the foregoing provisions in this section shall be supported by documentation submitted satisfactorily in form and content to the AUTHORITY. In no event shall the CONTRACTOR be entitled to any prospective profits or any damages because of such termination.

5.13 TERMINATION FOR DEFAULT

In the event the CONTRACTOR shall file a petition in bankruptcy, or shall make a general assignment for the benefit of its creditors, or if a petition in bankruptcy shall be filed against the CONTRACTOR or a receiver shall be appointed on account of its insolvency, or if the CONTRACTOR shall default in the performance of any express obligation to be performed by the CONTRACTOR under this Contract and shall fail to correct (or if immediate correction is not possible, shall fail to commence and diligently continue action to correct) such default within March 3, 2008 Page 104

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ten (10) days following written notice thereof from the AUTHORITY, the AUTHORITY may, without prejudice to any other rights or remedies the AUTHORITY may have, hold in abeyance further payments to the CONTRACTOR and/or terminate this Contract by written notice to the CONTRACTOR specifying the date of termination. In the event of such termination by the AUTHORITY, the AUTHORITY may take possession of and finish the Work by whatever method the AUTHORITY may deem expedient. Upon termination the AUTHORITY may also execute the Performance Bond necessary to complete the work. If the sum of the total cost to the AUTHORITY of completing the Work, plus all amounts previously paid to the CONTRACTOR for the Work, shall exceed the Contract Price for the Work, the CONTRACTOR shall promptly pay the difference to the AUTHORITY. A waiver by the AUTHORITY of one default of the CONTRACTOR shall not be considered to be a waiver of any subsequent default of the CONTRACTOR, or be deemed to waive, amend, or modify any term of this Contract.

5.14 STOP WORK ORDERS

Upon failure of the CONTRACTOR or its subcontractor to comply with any of the requirements of this Contract, the AUTHORITY shall have the authority to stop any operations of the CONTRACTOR or its subcontractors affected by such failure until such failure is remedied or to terminate this Contract in accordance with the provisions of SECTION 6 - SPECIAL PROVISIONS. No part of the time lost due to any such stop orders shall be made the subject of a claim or extension of time or for increased costs or damages by the CONTRACTOR.

5.15 DELAY

For each day, including work days, Saturdays, Sundays, and Holidays, that any work shall remain uncompleted after the time established for completion of the work, the applicable Daily Charge specified in the Schedule of Liquidated Damages, below, will be deducted from any money due the Contractor, not as a penalty, but as liquidated damages. Any adjustment of the contract time for completion of the work granted under provisions hereto will be considered in the assessment of liquidated damages. Permitting the Contractor to continue and finish the work, or any part of it, after the contract time, or any extensions thereof, has passed will not waive the AUTHORITY'S rights under the Contract. Rates for liquidated damages will be established in accordance with the following Schedule. When the contract time is on either the calendar day or fixed calendar date basis, the schedule for calendar days shall be used. When the contract time is on a work day basis, the schedule for work days will be used.

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Schedule of Liquidated Damages Original Contract Amount From More Than $0 25,000 50,000 100,000 500,000 1,000,000 2,000,000 4,000,000 6,000,000 10,000,000 To and Including $25,000 50,000 100,000 500,000 1,000,000 2,000,000 4,000,000 6,000,000 10,000,000 ------Daily Charge Calendar Day or Fixed Rate $200.00 300.00 450.00 550.00 900.00 1,200.00 1,500.00 1,750.00 2,250.00 2,650.00

Work Day $250.00 400.00 600.00 750.00 1,250.00 1,650.00 2,050.00 2,450.00 3,150.00 3,700.00

Total liquidated damages to be levied against the CONTRACTOR shall not exceed ten percent (10%) of the cost of the contract amount. The AUTHORITY reserves the right to deduct the amount of liquidated damages from any funds due to the CONTRACTOR. If amounts due to the CONTRACTOR are insufficient to meet the damages, the CONTRACTOR or Surety will be required to promptly pay the amounts due.

5.16 DOCUMENTATION AND RIGHT OF AUDIT

The CONTRACTOR shall maintain all records and accounts pertaining to Work performed on other than a solely lump sum basis for a period of at least three (3) years after final payment. The AUTHORITY shall have the right to audit, copy and inspect said records and accounts at all reasonable times during the course of such Work and for the above two-year period for the purpose of verifying costs incurred.

5.17 CLAIMS

The CONTRACTOR shall give the AUTHORITY written notice within five (5) working days after the happening of any event which the CONTRACTOR believes may give rise to a claim by the CONTRACTOR for an increase in the Contract Price or in the scheduled time for performance. Within ten (10) working days after the happening of such event, the CONTRACTOR shall supply the AUTHORITY with a statement supporting the CONTRACTOR'S claim, which statement shall include the CONTRACTOR'S detailed estimate of the change in Contract Price and scheduled time occasioned thereby. The AUTHORITY shall not be liable for, and the CONTRACTOR hereby waives, any claim or potential claim of the CONTRACTOR of which the CONTRACTOR knew or should have known and which was not reported by the CONTRACTOR in accordance with the provisions of this Section. The March 3, 2008 Page 106

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CONTRACTOR agrees to continue performance of the Work during the time any claim of the CONTRACTOR hereunder is pending. The AUTHORITY shall not be bound to any adjustments in the Contract Price or scheduled time for the CONTRACTOR'S claim unless expressly agreed to by the AUTHORITY in writing. No claim hereunder by the CONTRACTOR shall be allowed if asserted after final payment under this Contract.

5.18 LIENS

The CONTRACTOR agrees to defend, indemnify and hold harmless the AUTHORITY from and against all laborers', material men's, and mechanics' liens arising from the CONTRACTOR'S performance of the Work, and shall keep the premises of the AUTHORITY free from all such claims, liens, and encumbrances. To the full extent permitted by law, the CONTRACTOR waives all rights of mechanic's lien against the property and premises of the AUTHORITY. If the CONTRACTOR fails to release and discharge any claim of lien of others against the AUTHORITY or the AUTHORITY'S property within five (5) working days after receipt of notice from the AUTHORITY to remove such claim of lien, the AUTHORITY may, at its option, discharge or release the claim of lien, or otherwise deal with the lien claimant, and the CONTRACTOR shall pay the AUTHORITY any and all costs and expenses of the AUTHORITY in so doing, including reasonable attorneys' fees incurred by the AUTHORITY.

5.19 INSPECTION AND ACCESS

The AUTHORITY shall at all times have access to the Work wherever it is in preparation or progress, and the CONTRACTOR shall provide sufficient, safe and proper facilities for such access and inspection thereof. Inspection or lack of inspection by the AUTHORITY shall not be deemed to be a waiver of any of their rights under the CONTRACTOR'S guarantees or of their right to subsequently reject defective Work.

5.20 CONDITIONS AND RISKS OF WORK

Until substantially complete, the CONTRACTOR shall be responsible and shall protect all work against injury or damage from all causes whether arising from the execution or the non-execution of the work. At the Contractor's expense, the CONTRACTOR shall rebuild, repair, restore, and make good all losses, injuries, or damages to any portion of the work from any cause except those beyond the control of and without the fault or negligence of the CONTRACTOR, including but not restricted to acts of God, such as earthquake, tidal wave, tornado, hurricane, or other cataclysmic phenomenon of nature, or acts of the public enemy or of governmental authorities. In case of suspension of work from any cause, the CONTRACTOR shall be responsible for the work under the Contract and shall prevent damage to the project, provide for normal drainage, and shall erect necessary temporary structures, signs, or other facilities. During the suspension period, the CONTRACTOR shall also maintain in an acceptable growing condition all living material in newly established planting, seedings, and soddings furnished under the Contract, and shall protect new tree growth and other important vegetative growth against injury.

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5.21 ENVIRONMENTAL PROTECTION

The CONTRACTOR shall comply with all Federal, State, and local laws and regulations controlling pollution of the environment. Pollution of streams, lakes, ponds, and reservoirs with fuels, oils, bitumens, chemicals, or other harmful materials, and pollution of the atmosphere from particulate and gaseous matter shall be avoided. When work areas or pits are located in or adjacent to live streams, such areas shall be separated from the main stream by a dike or barrier to keep sediment from entering a flowing stream. Care shall be taken during the construction and removal of such barriers to minimize siltation of the stream. Water from aggregate washing or other operations containing sediment shall be treated by filtration, settling basins, or other means sufficient to reduce the sediment content to not more than that of the stream or lake into which it is discharged. a. Plant and Pest Control Requirements. The United States Department of Agriculture has advised that soil and soil-moving equipment operating in regulated areas of certain counties will be subject to plant and pest quarantine regulations. In general, these regulations provide for cleaning soil from equipment before it is moved from regulated areas. Complete information may be secured from appropriate divisions of the Rhode Island Department of Environmental Management and the United States Department of Agriculture. Contractors shall comply with these regulations where applicable to the State of Rhode Island.

5.22 SAFETY AND HEALTH LAWS AND REGULATIONS

The CONTRACTOR shall observe rules and regulations of Federal, State and local health officials. The CONTRACTOR shall not require any worker to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to health or safety. The CONTRACTOR shall admit without delay and without the presentation of an inspection warrant, any inspector of the Occupational Safety and Health Administration or other legally responsible agency involved in safety and health administration upon presentation of proper credentials.

5.23 CONFIDENTIAL INFORMATION

The CONTRACTOR and its employees and agents shall hold in confidence the materials and information referred and developed by the CONTRACTOR for the AUTHORITY in the performance and completion of the CONTRACTOR'S scope of Work under this Contract, until released in writing by the AUTHORITY, except to the extent such materials and information become part of public domain information through no fault of the CONTRACTOR or its employees. The CONTRACTOR agrees that the CONTRACTOR, its employees, agents and subcontractors will hold confidential and not divulge to third parties without the written consent of the March 3, 2008 Page 108

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AUTHORITY any information obtained by the CONTRACTOR from or through the AUTHORITY in connection with the CONTRACTOR'S performance of this Contract, unless (a) the information was known to the CONTRACTOR prior to obtaining same from the AUTHORITY and was not obtained under a secrecy obligation to the AUTHORITY pursuant to a prior Contract; or (b) the information was at the time of disclosure to the CONTRACTOR, or thereafter becomes, part of the public domain but not as a result of fault or an unauthorized disclosure of the CONTRACTOR or its employees, agents or subcontractors; or (c) the information was obtained by the CONTRACTOR from a third party who did not receive the same, directly or indirectly, from the AUTHORITY and who had, to the CONTRACTOR'S knowledge and belief, the right to disclose the same.

5.24 INDEPENDENT CONTRACTOR

Nothing in this Contract shall be deemed to constitute the CONTRACTOR or any of the CONTRACTOR'S employees or agents to be the agent, representative or employee of the AUTHORITY. The CONTRACTOR shall be an independent CONTRACTOR and shall have responsibility for and control over the details and means for performing the Work and shall be subject to the directions of the AUTHORITY only with respect to the scope and general results required.

5.25 EMPLOYMENT PRACTICES

The CONTRACTOR certifies that it has an affirmative action policy ensuring equal employment opportunity without regard to race, color, national origin, sex, age, religion or handicap, that it maintains no employee facilities segregated on the basis of race, color, religion or national origin and that it is not debarred or suspended from being awarded Federal or Federally assisted contracts.

5.26 CLEANUP

Where performance of the Work hereunder requires the CONTRACTOR'S presence on the AUTHORITY'S premises and the vicinity thereof clean of any debris and rubbish caused by its Work Before final inspection and acceptance of the project, all areas occupied by the CONTRACTOR in connection with the work shall be cleaned of all rubbish, excess materials, temporary structures, and equipment. All parts of the work shall be left in an acceptable condition. The cost of the final clean-up shall be incidental to other items of work and no separate payment shall be made. The CONTRACTOR shall remove its equipment, materials and other obstacles from the project right-of-way and from property adjacent to the project site which is not owned or controlled by the CONTRACTOR within thirty (30) days after completion of the Project. The CONTRACTOR shall clean and remove all cement streaks or drippings, paint smears or drippings, rust stains, oil, grease, bituminous materials, dirt, and other foreign materials on or in any structure, curb, gutter, median or gore marker due to its operation.

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5.27 PUBLICITY

The CONTRACTOR agrees to make no news release nor to issue any advertising pertaining to the Work or this Contract without first obtaining the written approval of the AUTHORITY.

5.28 ARBITRATION OPTION

In the event that the AUTHORITY is required to arbitrate a dispute with a third party, which dispute arises out of or is directly related to this Contract, the CONTRACTOR agrees to join in such arbitration proceeding as the AUTHORITY may direct and shall submit to such jurisdiction and be finally bound by the judgment rendered in accordance with the arbitration rules as may be established therein.

5.29 VALIDITY OF PROVISIONS

In the event any section, or any part or portion of any section of this Contract shall be held to be invalid, void or otherwise unenforceable, such holding shall not affect the remaining part or portions of that section, or any other section hereof.

5.30 WAIVER

Upon completion of the Contract, the AUTHORITY will expeditiously make final inspection and notify the CONTRACTOR of acceptance. Final acceptance, however, shall neither preclude the AUTHORITY from correcting any measurement, estimate, or certificate made before or after completion of the Contract, nor prevent the AUTHORITY from recovering from the CONTRACTOR or Surety or both, overpayments sustained by failure on the part of the CONTRACTOR to fulfill the obligations under the Contract. A waiver on the part of the AUTHORITY of any breach of any part of the Contract shall not be held to be a waiver of any other or subsequent breach. The CONTRACTOR, without prejudice to the terms of the Contract, shall be liable to the AUTHORITY for latent defects, fraud, or such gross mistakes as may amount to fraud, or as regards the AUTHORITY'S rights under any warranty or guaranty.

5.31 GRATUITIES

The CONTRACTOR, its employees, agents or representatives shall not offer or give to an officer, official or employee of the AUTHORITY, gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under a contract. Violation of this may be deemed by the AUTHORITY to be a material breach of this Contract and any other contract with the AUTHORITY and subject all contracts with the CONTRACTOR to Termination for Default. The rights and remedies of the AUTHORITY provided in this or any other provisions throughout this RFP shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

5.32 SURVIVAL

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obligations of the parties notwithstanding any such termination, cancellation, completion or expiration.

5.33 RESOLUTION OF CLAIMS AND DISPUTES

The parties shall use good faith to resolve all claims, disputes and other matters in question between the parties arising out of or relating to the Contract. In the event of a dispute, claim or other matter in question involving less than $5,000.00 provided the aggregate of such claims during the term hereof have not exceeded $75,000.00, the parties agree to submit the dispute, claim or question to the AUTHORITY for a decision. In the event the dispute or claim exceeds $5,000.00 and can not be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by non-binding mediation under the Construction Industry Mediation Rules of the American Arbitration Association. All mediations shall be held in Jamestown, Rhode Island, unless both parties agree otherwise.

5.34 LEGAL RELATIONS AND RESPONSIBILITY TO PUBLIC

5.34.1 Laws to be Observed The CONTRACTOR shall keep fully informed of Federal and State of Rhode Island and Providence Plantations laws, local laws, ordinances, and regulations and orders and decrees of bodies or tribunals having any jurisdiction or authority, which in any manner affect those engaged or employed on the Project, or which affect the conduct of the Project. The CONTRACTOR at all times shall observe and comply with all such laws, ordinances, regulations, orders, and decrees; and shall protect and indemnify the AUTHORITY and ENGINEER and their representatives against any claim or liability arising from the violation of any such law, ordinance, regulation, order, or decree, whether by the CONTRACTOR, the subcontractors, suppliers of materials or services, or others engaged by the CONTRACTOR, or the employees of any of them. If any discrepancy or inconsistency is discovered between the Contract and any law, ordinance, regulation, order or decree, the CONTRACTOR shall immediately report the same to the Engineer in writing. The CONTRACTOR shall execute and file such documents, statements and affidavits required under applicable Federal or State law or regulation affecting its Proposal, Contract or the prosecution of the work. The CONTRACTOR shall permit the examination of any records made subject to such examination by Federal or State of Rhode Island law or by regulations promulgated thereunder by any State or Federal agency charged with the enforcement of such law. The AUTHORITY hereby reserves the right to elect to settle all clams, disputes and other matters in question between the AUTHORITY and the CONTRACTOR arising out of, or relating to the Contract Documents, or the breach thereof, by either litigation or arbitration at its sole option.

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5.34.2 Patented Devices, Materials and Processes If the CONTRACTOR employs any design, device, material, or process covered by letters of patent or copyright, the CONTRACTOR shall provide for such use by suitable legal agreement with the patentee or owner. The CONTRACTOR and the Surety shall indemnify and save harmless the AUTHORITY, any affected third party, or political subdivision from any and all claims for infringement by reason of the use of any such patented design, device, material, process, trademark or copyright. The CONTRACTOR shall indemnify the AUTHORITY for costs, expenses, and damages which it may be obligated to pay by reason of any infringement thereof, during the prosecution or after the completion of the Project. 5.34.3 Responsibility for Damage Claims a. Indemnification. CONTRACTOR and the Surety shall indemnity and save harmless the Rhode Island Turnpike and Bridge Authority, its member abs their successors, and all of its officers, agents, and employees, and the Consultant, Wilbur Smith Associates., his agents, from all suits, action s or claims of any character , name and description brought for or on account of any injuries or damages received or sustained by any person, persons or property of account of the operation under this Contract of the said CONTRACTOR of his subcontractors, whether or the same be due to the use of defective material, defective workmanship, neglect in safeguarding the work, or by or on account of any act omission, neglect, or misconduct of the said CONTRACTOR or his subcontractor, otherwise, or by or on account of any claims of amount recovered for any infringement of patent, trademark, or copyright, or from any claims or amounts arising or recovered under the Worker's Compensation Law or any law, by law ordinance, order, decree, and so much of the money due the said CONTRACTOR under any virtue of this Contact as shall be considering necessary by the Authority shall be retained for the use of the Authority, or in the case no money is due, his surety shall ne held until such suit or suits, action , or claims or claim s for injury or damages, as a foresaid, shall have been settled and suitable evidence to that effect furnished to the Authority. Any extension of time granted CONTRACTOR in which to complete the Contract shall not relive him or his surety from the responsibly. b. Accidents. Contractors shall; provide at the site such equipment and medical facilities as are necessary to supply first to any person who may be injured in the progress of work. Contractor shall promptly report in writing to the AUTHORITY all accident whatsoever arising out of or in connection with the performance of the work, whether on or adjacent to the site, which cause death, personal injury, or property damage, giving full detail and statement of witnesses. In addition, if death or serious injuries or serious damages are caused, the accident shall be reported immediately by telephone to the AUTHORITY.

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If any claim is made by a third person against CONTRACTOR or any subcontractor on account of accident, CONTRACTOR shall promptly report the fact in writing to the authority, giving full detail of the claim. c. CONTRACTOR shall not perform any work under the Contract until he has provide insurance of such character and in such amounts as will provide adequate protection for all officers, agents, and employee of the Rhode Island Turnpike and Bridge Authority, and of the consulting firm of Wilbur Smith Associates., and other lawfully on the property of the AUTHORITY, and for the CONTRACTOR himself, or by any subcontractor, or by anyone directly or indirectly employed by either of them, or under the supervision of either of them. CONTRACTOR shall procure such insurance from companies authorize to so business in the State of Rhode Island; and such insurance shall only be issued by an originated with an agent lawfully licensed and registered in the State of Rhode Island. Except as provided otherwise herein, CONTRACTOR shall maintain such insurance in force and effect during the life of the Contract. Neither approval by neither the AUTHORITY nor a failure to disapprove insurance furnished by CONTRACTOR shall relieve CONTRACTOR of dull responsibility for all claims, liabilities, damages and accidents as set forth herein. The minimum amounts and kind of insurance coverage to be carried by Contractor shall be as follows: (a) Workers Compensation Insurance, with any necessary endorsement to include Longshoreman's and Harbor Workers coverage and Admirably coverage, shall be in accordance with the laws of the State of Rhode Island and applicable Federal statutes and shall be sufficient to secure the benefits of the Rhode Island Workmen's Compensation Law and the Federal Longshoreman's and Harbor Workers' Compensation act and Admiralty Law for all subcontractor unless the subcontractor carry their own workers compensation insurance. The Federal Longshoreman's and Harbor Workers coverage and Admiralty coverage shall include an endorsement to cover Employer's Liability in the limited of $1,000,000. CONTRACTOR'S Commercial or Comprehensive General Liability Insurance, covering liability for loss resulting from injury to person to person or damage to property arising out of or caused by the operations, acts, or omission of CONTRACTOR or those of his agents or employees in prosecuting the work, with specific coverage, by endorsement or otherwise, as applicable for other special risk, contractual liability for any liability assumed by CONTRACTOR under the Contract, CONTRACTOR'S Protective Liability covering the work, and Completed Operations coverage, with liability limited as follow: (1.) March 3, 2008 Bodily Injury: One person in any one occurrence - $5,000,000. Page 113

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(2.)

Property Damage:

Each occurrence -$2,000,000. Aggregate - $5,000,000.

The certificate for Contractual Liability Insurance shall indicate the acceptance by the insurance carrier of the indemnification clause set forth in Paragraph (a) of this subsection. (c) Automobile and Truck Insurance, covering vehicles owned and/or operated by Contractors, and vehicles operated for Contractor including those of employed when so operated. (1.) Bodily Injury: One person in any one occurrence - $5,000,000 Two or more persons in any one occurrence ­ $10,000,000. (2.) Property Damage: Each occurrence - $2,000,000. The insurance requirement of Paragraphs (b) and (c) of this Subsection may be satisfied by a combination primary and excess umbrella liability insurance, provide the total required coverage limits are in effect. d. Subcontract's Insurance. If any part of the work is sublet, insurance shall be provided by or on behalf of the subcontractor(s) to cover that part of the work each has contracted to perform and shall be maintained during the life of each subcontract for Worker's Compensation with any necessary endorsement. Public Liability and Property Damage including coverage, as applicable, for marine risk, and other special risks, and automobile and Truck Insurance. The minimum amounts of coverage for the above types of insurance shall be the same as are specified in Paragraphs' (a), (b), and (c) above, except that if the AUTHORITY is of the opinion that said minimum amounts of coverage appear excessive because of the extent and nature of the work to be performed by the subcontractor, insurance coverage of lesser amount may be approved by the AUTHORITY. Owner Protective Liability and Property Damage Insurance. A separate, original policy designating the AUTHORITY, its members and their successors, its Consultant, Wilbur Smith Associates and their and each of their officers, agents, and employees as the named insured, both officially and personally , and covering their contingent liability with respect to all operations performed by CONTRACTORS or by its subcontracts under the Contract, and to include, by specific endorsement, coverage for omission of the AUTHORITY and coverage for acts of the ENGINEER in technical inspection of construction. The minimum amount of coverage to be carried shall be specified in Paragraph (b) above. f. General. CONTRACTORS shall indemnify and save harmless the AUTHORITY, its officers, agents and servants and the Consultant, the firm of Wilbur Smith Associates Page 114

e.

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and each and every one of them against and from all suits and cost of every kind and description and from all damages to which the AUTHORITY or any of its officers, agents, or servants and Consultant may be subjected by reason of injury to the person or property of others resulting from the performance of the project, or through the negligence of CONTRACTOR, or through any improper or defective machinery, implements or appliance used by CONTRACTOR in the performance of the project, or through any act or omission in the part if CONTRACTOR, or his act or omission in the part on the part of CONTRACTOR, or his agents, employee or servants; and he shall further indemnify and save harmless the Authority, its officers, agents, servant and the consultant of all suit and action of any character whatsoever which may be brought in instituted by any claim or amount recovered for any infringement of patent, trademark or copyright. The cost of such indemnification shall be included in the Lump sum Priced bid in the Proposal. So much money due to CONTRACTORS under and by virtue of the Contract as shall e considered necessary by AUTHORITY may be retained by the AUTHORITY and held until such suits, action, claims or amount shall have been settled, and suitable evidence to that effect furnished to the AUTHORITY. CONTRACTORS shall furnish the Authority, at least three (3) certificates as evidence of insurance coverage and no modification, change in status, or cancellation of such insurance shall ne made without thirty (30) days prior written notice to the AUTHORITY by registered mail. All insurance policies and certificates shall carry a statement to the above effect. Satisfactory certificates of the required insurance coverage for CONTRACTOR, the AUTHORITY, and the consulting firm Wilbur Smith Associates shall be forwarded to the Consultant in New York for approval before the Contract will be executed by the AUTHORITY, and certified copies of the policies shall ne forwarded to the consultant in New York promptly thereafter, if required. Satisfactory certificates for the required insurance coverage for subcontractors shall be submitted to the AUTHORITY for approval before any subcontractor will be permitted to start work at the site. Whenever the estimated aggregate of losses covered by a property damage policy equal or exceed fifty (50) percent of the aggregate policy limit, as determined by the AUTHORITY, the said policy shall, if required by the Authority, upon ten (10) days written notice by the AUTHORITY, be endorsed to restore unencumbered the initial aggregate policy limit or be replaced by another policy having the same limit. The cost of insurance shall be included in the Total Contract Price in the Proposal

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6. SPECIAL PROVISIONS

SECTION 6 - SPECIAL PROVISIONS of this document presents Special Provisions pertaining to the fabrication, testing, installation, commissioning and warranting of a new toll collection system. Maintenance of the toll collection system shall be made available to the AUTHORITY by the CONTRACTOR as an option. These Special Provisions are nontechnical and generic in nature and shall supplement SECTION 5 - General Conditions pertaining to the administration and regulation of field construction and erection work performed under this Contract.

6.1

PROJECT MANAGEMENT

The responsibility of coordinating work between various contractors and for resolving any conflicts between contractors regarding scheduling will be administered through the AUTHORITY. The CONTRACTOR shall be responsible to the AUTHORITY for compliance with the specifications, drawings, quality, and schedule. Meetings conducted by the ENGINEER, with all contractors at the site shall be held at the time and places designated by the ENGINEER. The purpose of the meetings will be for the review of scheduling and coordination of each contractor's work within the requirements of the overall project. Neither the AUTHORITY nor its authorized representative will be responsible for the assignment of personnel, for obtaining materials or supplies, or for any other service of the CONTRACTOR except coordination of work between contractors specifically set forth in the Contract Documents. 6.1.1 Schedules Prior to commencing work, the CONTRACTOR shall submit schedules based on the Critical Path Method showing all key milestones and events to the ENGINEER, in sufficient detail, of the Work under this Contract to conform with the project schedule or any deviation therefrom, or other constraints such as equipment deliveries, interface points with other contractors, which may subsequently become apparent prior to execution of the Contract. Detailed schedules shall be submitted and reviewed on a regular monthly basis, with deficiencies identified, evaluated and remedial action taken via work acceleration or agreed upon schedule adjustment. 6.1.2 Reports The CONTRACTOR shall be responsible for submitting progress reports to the AUTHORITY on a monthly basis. Specific requirements shall be established by the AUTHORITY but typical information required for this report shall include: · · A copy of the overall schedule outlining progress to date against the schedule, for the various item of work. Percent complete expressed as a percentage of total Work in place, for each line item.

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·

Total number of workers actually engaged on the Work during the reporting period, broken down by office, supervisory and craft status. Personnel and equipment forecast for next 30- day period, with personnel forecast broken down by office, supervisory and craft status. Review of conditions affecting prosecution of work.

·

6.2

CONTRACTOR'S SITE OFFICE

During the performance of this Contract, the CONTRACTOR will not be required to maintain an on-site office at or near the location of the Work. The CONTRACTOR will be required to have a full time Project Manager and/or Installation Supervisor on site during installation and field testing periods.

6.3

FIELD RECORDS

The CONTRACTOR shall maintain up-to-date copies of all drawings, specifications, and other Contract Documents and supplementary data, complete with latest revisions thereto. In addition, the CONTRACTOR shall maintain continuous record of the installed Work including all field changes, and at the conclusion of the work, shall incorporate all such dimensions, elevations and changes on as-built drawings and other Engineering data and shall submit all documentation to the AUTHORITY.

6.4

CONTRACTOR'S SUPERVISION AT THE SITE

The CONTRACTOR shall furnish adequate management, supervisory, and technical personnel on the site to ensure expeditious and competent handling of the work. The CONTRACTOR shall be responsible for complete supervision and control of his/her subcontractors as though they were his/her own forces. Notice to the CONTRACTOR shall be considered notice to any affected subcontractors. 6.4.1 Contractor's Personnel All CONTRACTOR'S personnel who enter upon the project site premise(s) shall be appropriately identified by CONTRACTOR'S badges or insignias which shall be worn at all times while on the project premises. Upon the request of AUTHORITY, the CONTRACTOR shall furnish to the AUTHORITY a list of names and addresses of all his/her employees. The AUTHORITY reserves the right to cancel any badge privilege and refuse admission to the project premises or to require the CONTRACTOR to remove from the Work such of said employees as AUTHORITY may designate. Thereafter CONTRACTOR agrees not to assign or employ such designated persons to the Work site.

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6.4.2 Labor Harmony The CONTRACTOR agrees that all labor employed by, its agents, and/or subcontractors or Work on the Project Site shall be in harmony with and be compatible with all other labor used by AUTHORITY, or other contractors. Whenever CONTRACTOR has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of the Work, CONTRACTOR shall immediately give written notice thereof including all relevant information to the AUTHORITY. The CONTRACTOR shall not actively solicit or hire any employee from other contractors currently employed or employed within the preceding 30 days on this project with exception of those employees who have been released due to shortages of work.

6.5

REMOVAL AND DISPOSAL OF EXISTING EQUIPMENT

As part of the installation process the CONTRACTOR shall be responsible for the deinstallation and removal of any equipment that is not retained as part of the new toll collections system. After any de-installation or removal the AUTHORITY has no interests in retaining or warehousing old equipment that will not be used with the new system. It shall be the CONTRACTOR'S responsibility to dispose of any such equipment.

6.6

PRESERVATION OF MONUMENTS AND STAKES

The CONTRACTOR shall carefully preserve all monuments, bench marks, reference points, and stakes. The CONTRACTOR will be charged with the expense of replacement of any such items destroyed, and shall be responsible for any mistake or loss of time that may be caused. Permanent monuments or bench marks which shall be removed or disturbed shall be protected until they can be properly referenced for relocation. The CONTRACTOR shall furnish materials and assistance for the proper replacement of such monuments or bench marks.

6.7

PROTECTION OF PROPERTY AND PUBLIC LIABILITY

The CONTRACTOR shall furnish and maintain all necessary safety equipment, such as barriers, signs, warning lights and guards, to provide adequate protection of persons and property. The CONTRACTOR shall give reasonable notice to the owners of public or private property and utilities when such property and utilities are liable to injury or damage through the performance of the Work, and shall make all necessary arrangements with such owners relative to the removal and replacement of protection of such property or utilities. The CONTRACTOR shall take all maximum precautions to minimize any temporary disturbances to wetlands during construction. Any temporary impact incurred shall be reported immediately to the appropriate owner and further such impacts will be restored in place at CONTRACTOR'S sole expense via the stripping and stockpiling of topsoil to be replaced after construction at the preconstruction contours, stabilized with annual grasses, and allowed to reestablish with wetland vegetation.

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6.8

EMERGENCY PROTECTION

Whenever, in the opinion of AUTHORITY and the AUTHORITY'S authorized designee, the CONTRACTOR has not taken sufficient precaution for the safety of the public or the protection of the Work to be performed under this Contract or of adjacent structures or property, and whenever, in the opinion of AUTHORITY, an emergency has arisen and immediate action is considered necessary then AUTHORITY with or without notice to the CONTRACTOR, may provide suitable protection by causing Work to be done and material to be furnished and placed or issue a stop Work order until such conditions are corrected. The cost of such Work and material shall be borne by the CONTRACTOR, and if the same is not paid on bills therefore, such costs may be deducted from any amount due or to become due the CONTRACTOR. The performance of such emergency work shall not relieve the CONTRACTOR of responsibility for any damage which may occur.

6.9

CHARACTER OF WORKERS

The Contractor shall perform a background check of all workers that will be on-site at the AUTHORITY'S facility. All background checks shall be conducted at a nationwide Social Security Name verification level. Results of the checks shall be provided to the AUTHORITY for review and approval prior to the personnel arriving on-site. The CONTRACTOR shall employ only workers who are competent to perform the work assigned to them and, in the case of skilled labor, who are adequately trained and experienced in their respective trades and who do satisfactory work. The AUTHORITY reserves the right to refuse project site access to any CONTRACTOR'S employee, or subcontractor's employee, whose continued employment, in the opinion of AUTHORITY, would not be in the best interests of the project.

6.10 PROJECT WORK HOURS

The project normal work hours shall consist of five (5), eight (8) hour days, occurring Monday through Friday. The normal work days shall begin at 7:00 a.m. and end at 3:30 p.m. Work at the site shall not occur during hours other than those indicated above without prior written consent from AUTHORITY which shall not be unreasonably be withheld. CONTRACTOR shall only, at any given time, close one lane in each direction at a time. Adjustments to the work hours and lane closure requirements may be considered by the AUTHORITY upon formal request by the CONTRACTOR.

6.11 UNFAVORABLE CONSTRUCTION CONDITIONS

During periods of unfavorable weather, wet grounds, or other unsuitable construction conditions, the CONTRACTOR shall confine his/her operations to work, which will not be affected adversely thereby. No portion of the Work shall be constructed under conditions, which would affect adversely the quality or efficiency thereof, unless, to accommodate the schedule, special means or precautions are taken by the CONTRACTOR to perform the Work in proper and satisfactory manner.

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6.12 REJECTED WORK AND MATERIALS

The CONTRACTOR, upon written notice from AUTHORITY, shall remove from the premises all Work and materials rejected as defective, unsound, improper, or in any way failing to conform to the requirements of the Contract Documents. The CONTRACTOR shall at his/her sole expense make good all Work damaged by such removal and shall properly replace materials damaged or improperly worked by him and re-execute his/her own work in accordance with the Contract. This includes re-executing or replacing the work of any other contractor that is in any way affected by the removal of the defective work. If the CONTRACTOR does not remove his/her rejected work and materials within five (5) days after written notice, AUTHORITY may remove and replace such work and materials at the expense of the CONTRACTOR.

6.13 PLACING WORK IN SERVICE

If desired by the AUTHORITY, portions of the Work may be placed in service when completed and the CONTRACTOR shall provide proper access for this purpose. Such use and operation shall not constitute an acceptance of the Work and the CONTRACTOR shall be liable for defects due to faulty construction throughout the duration of this Contract.

6.14 CLEANLINESS

The CONTRACTOR shall employ sufficient and special utility personnel to thoroughly clean its Work areas continuously each working day and shall cooperate with the other contractors to keep the entire project site clean. This shall include sweeping floors, collecting, and disposing of trash on a minimum daily basis. In the event of conflict between contractors concerning cleaning responsibilities AUTHORITY will determine the responsibility and assign the work. The AUTHORITY'S decision shall be final and binding and the responsible contractor shall promptly perform the disputed work.

6.15 CONSTRUCTION AREA LIMITS

The AUTHORITY will designate the boundary limits of access roads, parking areas, storage areas, and construction areas, and the CONTRACTOR shall not trespass in or on areas not so designated for the CONTRACTOR'S use; except, in the case of isolated work located within such areas.

6.16 PROTECTION OF CONCRETE SURFACES

Concrete floors and other concrete surfaces shall be protected from chipping, gouging, scratching, and staining. Heavy plates and mats shall be placed under equipment materials being stored, moved, assembled, or install on or above concrete floor surfaces. Nonflammable, oil resistant covering shall be used to protect concrete surfaces from staining.

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6.17 CUTTING AND PATCHING UNDER SEPARATE CONTRACTS

The CONTRACTOR shall do all cutting, fitting or patching of his/her Work that may be required to fit it to receive the Work of other contractors shown upon, or reasonably implied by the Contract Documents. The CONTRACTOR shall not endanger any existing work by cutting, or otherwise, and shall not cut or alter the work of others without the consent of the AUTHORITY. Where approval of procedures for cutting and patching is required the CONTRACTOR shall submit a proposal well in advance of the time cutting and patching will be performed and request approval from the AUTHORITY to proceed. In the event the CONTRACTOR fails to make timely or satisfactory corrections, in the opinion of the AUTHORITY of rejected materials and workmanship, the AUTHORITY may make necessary corrections and deduct costs of such corrections from CONTRACTOR'S invoice.

6.18 REPAIR OF DAMAGES

The CONTRACTOR shall immediately repair any damages which results from this construction or abnormal use, including damage done to the existing facilities. All such repair work shall be acceptable to the AUTHORITY.

6.19 TEMPORARY STRUCTURES

CONTRACTOR shall furnish any needed trailers in lieu of temporary buildings (shacks). 6.19.1 Telephone The CONTRACTOR shall provide his/her own telephone. 6.19.2 Compressed Air The CONTRACTOR shall provide all air compressors, fuels, lubricants, hoses, piping, and other apparatus required for supplying compressed air required for prosecution of his/her work. 6.19.3 Temporary Lighting CONTRACTOR shall furnish all temporary lighting equipment and materials required in the prosecution of his/her work in a safe and workmanlike manner. Such equipment and materials will be installed by the CONTRACTOR. 6.19.4 Coverings Weatherproof coverings for outdoor storage shall utilize a waterproof flame resistant type of sheeting or tarpaulins. The sheeting shall be carefully placed and tied down to prevent moisture form entering the laps and to prevent wind damage to the coverings.

6.20 RIGHT OF WAY

All Work performed, and all operations of the CONTRACTOR, his/her employees, or his/her subcontractors within the limits of highway rights-of-way shall be in conformity with the requirements, and be under the control of, the railroad or highway authority owning, or having jurisdiction over and control, of the right-of-way in each case.

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6.21 SAFETY AND SECURITY

The CONTRACTOR will be responsible to establish and maintain throughout the duration of the Work a project Safety Program in full accordance with the requirement of all state, local, and federal statutes and standards. The CONTRACTOR shall submit for review and approval by the AUTHORITY a Safety Plan thirty (30) days prior to the commencement of any on-site work. The Safety Plan shall be signed/stamped by a Professional Engineer registered in the state of Rhode Island.

6.22 PROTECTION OF PUBLIC AND PRIVATE PROPERTY

The CONTRACTOR shall protect, shore, brace, support, and maintain all underground pipes, conduits, drains, and other underground construction uncovered or otherwise effected by the construction Work performed by them. All pavement, surfacing driveways, curbs, walks, buildings, utility poles, guy wires, fences, and other surfaces structures affected by construction operations, shall be restored to their original condition, whether within or outside the easement. All replacements shall be made with new materials, at CONTRACTOR'S expense. No trees shall be removed except where authorized in writing by the AUTHORITY or shown on the drawings. Trees left standing shall be adequately protected against damage by construction operations. All fire hydrants and water control valves shall be kept free from obstruction and available for use at all times.

6.23 MAINTENANCE OF TRAFFIC

The CONTRACTOR shall conduct his/her Work so as to interfere as little as possible with public travel, whether vehicular, pedestrian, or animals. Whenever it is necessary to cross, obstruct, or close roads, driveways, and walks, whether public or private, the CONTRACTOR shall, at his/her own expenses, provide and maintain suitable and safe bridges, detours, or other temporary expedients for the accommodation of public and private travel. Such maintenance of traffic will not be required when the CONTRACTOR has obtained permission from the owner and tenant of private property, or from the authority having jurisdiction over public property involved, at obstruct traffic at the designated point. The CONTRACTOR shall refer to the Manual on Uniform Traffic Control Devices (MUTCD) for standards and specifications. The CONTRACTOR shall submit for review and approval by the AUTHORITY a Maintenance Of Traffic (MOT) Plan thirty (30) days prior to the commencement of any onsite work effecting the traffic at the plaza.

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The MOT Plan shall be signed/stamped by a Professional Engineer registered in the state of Rhode Island.

6.24 BARRICADES AND LIGHTS

All streets, roads, highways, and other public thoroughfares which are closed to traffic shall be protected by effective barricades on which shall be placed acceptable warning signs. Barricades shall be located at the nearest intersecting public highway or street on each side of the blocked section. All open trenches and other excavations shall be provided with suitable barriers, signs to the extent that adequate protection is provided to the public and other contractors and CONTRACTOR personnel. Obstruction, such as material piles and equipment, shall be provided with similar warning signs and lights. All barricades and obstructions shall be illuminated by means of warning lights from sunset to sunrise. Materials stored upon or alongside public streets and highways shall be so placed, and the Work at all times shall be so conducted, as to cause the minimum obstruction and inconvenience to the traveling public. All barricades, signs, lights and other protective devices shall be installed and maintained in conformity with applicable statutory requirements and, where within railroad and highway right-of-way, as required by the authority having jurisdiction there over.

6.25 UNDERGROUND INSTALLATIONS

In the event that any excavation is required the CONTRACTOR shall contact Dig Safe and follow any State regulations that may apply. The CONTRACTOR is fully responsible for any existing underground installations.

6.26 LAND FOR CONSTRUCTION PURPOSES/STORAGE

Except as otherwise specified, the storage to be used for various materials and equipment shall be provided by the AUTHORITY. This space will be located under the west abutment of the Newport/Pell Bridge. This area may be inspected during the Pre-Proposal and Jobsite Inspection. The AUTHORITY will supply power at the storage/staging area. The CONTRACTOR shall be solely responsible for obtaining and shall pay all costs in connection with any additional work area, storage sites, access to the site, or temporary right-of-way, which may be required for proper completion of the work. It shall be understood that should any occasion arise necessitating access to the sites occupied by these stored materials and equipment the CONTRACTOR shall immediately move same.

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6.27 ENVIRONMENTAL CONTROL PROGRAM

The CONTRACTOR shall notify the AUTHORITY if unexpected harmful effects or evidence or irreversible environmental damage are detected during construction, shall immediately cease work, and shall immediately notify the AUTHORITY. CONTRACTOR should provide an analysis of the problem and a plan to eliminate or significantly reduce the harmful effects or damage, and to prevent reoccurrence.

6.28 INSPECTIONS

If the specifications, the AUTHORITY'S instructions, the AUTHORITY'S requirements, laws, ordinances, or any public authority require any work to be inspected, tested or approved, the CONTRACTOR shall give the AUTHORITY advance notice of its readiness for inspection, and if the inspection is done by an entity other than the AUTHORITY, that the Work is ready for inspection.

6.29 HAZARDOUS AND/OR TOXIC WASTES OR SUBSTANCES

CONTRACTOR shall not, under any circumstances, cause or permit, connection with the Work to be performed hereunder, the discharge, emission or release of any hazardous substances and/or waste, pollutant, contaminant or other substance in violation of any applicable laws, rules or regulations which are now or hereafter promulgated by any governmental authorities having jurisdiction over the Work. The CONTRACTOR shall comply with all legal regulatory requirements applicable to the Work performed under this Contract and shall be responsible for compliance with all hazardous waste, health and safety, notice, training and environmental protection laws, rules, regulations and requirements.

6.30 WITHHOLDING OF PAYMENTS

If the AUTHORITY discovers that the CONTRACTOR persistently fails to perform in accordance with the safety, housekeeping or any other requirements of the Contract, all or any part of payments to CONTRACTOR at the AUTHORITY'S sole discretion, may be withheld. In such an event the AUTHORITY shall notify CONTRACTOR in writing that such payments are being withheld. The following 30-day period after delivery of said notice shall be a "Compliance Period". If, at the end of that compliance period CONTRACTOR establishes that it has corrected the conditions giving rise to the notice and thereafter consistently conformed with the Contract requirements, all sums due to CONTRACTOR shall be paid according to the terms and conditions of the Contract.

6.31 DESIGN CONSIDERATIONS

The following design considerations shall be adhered to when designing and manufacturing the toll collection system:

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6.31.1 New Equipment Unless otherwise stated in the Contract documents all components, parts, interconnecting cable and other items used in the toll collection equipment system shall be new and unused. All components and parts shall be of the latest, proven state-of-the-art electronic design, used in prior toll system or comparable applications, wherever possible. All major parts, subassemblies and materials shall be available from "second source" suppliers. Any exceptions to the above requirements shall be explicitly identified as such in the Technical Proposal. 6.31.2 Quality of Materials All parts, equipment, and materials being used throughout the toll collection equipment system shall be the best quality and they shall be incorporated in the toll collection system in such a manner so as to produce a completed product which is acceptable and properly functional in every detail, in accordance with the provisions of this RFP. 6.31.3 Inspection of Materials All parts, equipment and materials, shall be subject to inspection by the ENGINEER at reasonable times and places. The inspection of parts, equipment, or materials at the manufacturer's plant by the ENGINEER may be conducted after a one-week notice period. Any such interim inspection shall not be construed as final acceptance of components or toll collection equipment. The AUTHORITY reserves the right to reject any products, parts, equipment or materials which do not meet the requirements of this document up to the time of written Final System Acceptance, regardless of prior inspections or tests. 6.31.4 Defectiveness and Non-Conformity In the event that the ENGINEER finds parts, equipment, and materials which are not in full compliance with this RFP, the CONTRACTOR shall promptly remove such interface equipment and replace it with toll collection equipment which meets the functional requirements in this RFP, at the CONTRACTOR'S expense. 6.31.5 Substitution of Parts If the CONTRACTOR chooses to substitute parts or equipment of a type different from that identified in the Proposal, a written request shall be submitted to the ENGINEER. Written approval of the substitution of parts or equipment shall be obtained from the ENGINEER before procurement is initiated. In order for the ENGINEER to completely evaluate the requested parts and equipment substitution, full and complete technical documentation and price information shall be clearly specified for the parts or equipment requested as a substitute. The CONTRACTOR shall be held responsible for the performance of the parts and/or equipment even though the substitution has been approved.

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6.31.6 Proprietary Items All components shall be subject to "second source" availability, except for those items explicitly identified in the Technical Proposal. Proprietary Items shall be considered for acceptance by the AUTHORITY only under the following conditions: · The CONTRACTOR guarantees to make the spare parts and support available to the AUTHORITY at a reasonable price for the useful life of the Toll Collection System; and In the event that the CONTRACTOR no longer offers available spare and replacement parts and support, the CONTRACTOR shall immediately relinquish all proprietary rights and provide to the AUTHORITY all drawings and other documentation needed for the AUTHORITY to procure parts and/or support from other sources.

·

The AUTHORITY shall own all toll system application software provided under the Contract and shall be fully and adequately documented such that the AUTHORITY will possess sufficient information to make future software changes with its own resources, other software specialists or the CONTRACTOR Software engineers. The AUTHORITY has no intention of, nor will market the toll system software to any other parties. The AUTHORITY, and its Representatives, will endeavor to maintain confidentiality of the software documentation, except as needed to effect changes, expansions or improvements to the toll collection system.

6.32 DOCUMENTATION

All drawings and diagrams shall be of a standard size and shall include a standard title box. If possible, drawings and diagrams shall be no larger than 34 x 42 inches. Reproducible and draft copies shall be provided whenever specified below. All documentation shall be provided in English. The CONTRACTOR shall be required to provide and periodically update, as required, the following system documentation: · · · · · · · · · Detailed Design Document Project Management Plan Progress Schedule Conduit and Plaza Modification Requirements Shop Drawings Wiring Diagrams Test Plan Training Plan Installation Plan

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· ·

·

· · · · · ·

Maintenance Plan Software Documentation o Software Specification o Software Development Plan o Software Documentation Updates Manuals o Toll Collector Manual o Toll Supervisor Manual o Administration User's Manual o Maintenance and Service Manual o Auditor's Workstation Manual Quality Assurance Plan Safety Plan Maintenance of Traffic Plan Parts Lists and/or Catalogues As-Built Drawings Contract Inventories

Any documentation containing electrical designs, plans or specifications shall be signed/stamped by a Professional Engineer registered in the state of Rhode Island. 6.32.1 Design Review 6.32.1.1 Detailed Design Review A Detail Design Review (DDR) and corresponding Detail Design Document will be required as part of this Contract. The CONTRACTOR shall verify interface compatibility among items of equipment to be utilized. The CONTRACTOR shall assess risk in all areas of development and provide detailed information on how they will be addressed. The CONTRACTOR shall provide functional narrative text, system and subsystem block diagrams, data flow diagrams, data structure diagrams, schematics and any other graphic illustrations, detailed engineering drawings, shop or fabrication drawings and engineering specifications to demonstrate all elements of the proposed system design. The DDR submittals shall address and show compliance for system hardware and software with quality assurance, reliability, maintainability, software development, and other requirements of these specifications. Approval of the DDR does not release the CONTRACTOR of the overall responsibility of ensuring that all design requirements, as specified, have been achieved in the final system design.

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6.32.1.2 Detailed Design Document The CONTRACTOR shall submit to the ENGINEER, for review and approval within the time from issuance of the Notice to Proceed specified in Table 7-2 Submittal Schedule, a Detail Design Document (DDD). This document shall describe, first in general terms then in specific detail, how the CONTRACTOR shall accomplish each of the functions described in SECTION 4 - SYSTEM FUNCTIONAL SPECIFICATIONS. This document shall be an extension of both SECTION 4 - SYSTEM FUNCTIONAL SPECIFICATIONS of this RFP and the Proposal. It shall include such detail as block diagrams, screen layouts, report formats, software design, testing procedures, operational procedures, etc. A list of equipment for each function along with a description of its role shall be provided. Any equipment listed in the DDD that has not been listed in the Price Sheet or supplemental price sheets shall be accompanied by the equipment specifications. Such equipment shall be provided at no increased cost to the AUTHORITY. The DDD shall be submitted in draft form to be reviewed by the ENGINEER and subject to the ENGINEER'S approval. The ENGINEER shall not authorize any Work to proceed, except for the DDD, until the DDD has been approved. If, during the course of implementing the DDD, the ENGINEER and the CONTRACTOR recognize the need to modify the DDD, the CONTRACTOR shall submit a request to modify in writing, to the ENGINEER for approval. Approval of the DDD by the ENGINEER shall not relieve the CONTRACTOR from the responsibility of providing, on time, a complete working system, as described in the Contract. 6.32.2 Project Management Plan A detailed Project Management Plan shall be submitted for the ENGINEER'S review and approval not more than the time specified in Table 7-2 Submittal Schedule after Notice to Proceed. The plan shall include a detailed description of the management technique to be used during all phases of the project. Specific areas of project control to be identified shall include, but are not limited to, the following: · · · · · · · · · Communication with the ENGINEER; Primary Project Responsibility; Design and Development of System Architecture and Software; General CONTRACTOR Coordination; On Site Installation; Record Keeping; Testing; Subcontractor Management (if any); Work Breakdown Structure; and

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CPM based Project Schedule.

The project management techniques shall include a recommended schedule of meetings both internally (within the CONTRACTOR'S team) and with the ENGINEER. The CONTRACTOR shall identify the primary contact person authorized to act for the CONTRACTOR in discussions with the ENGINEER. 6.32.3 Conduit The CONTRACTOR shall utilize existing conduit at the plaza. The CONTRACTOR shall submit to the AUTHORITY, within the number of days specified in Table 7-2 Submittal Schedule after the Notice to Proceed, detailed plans for new conduit (if any) requirements and any other plaza physical changes required to accommodate toll equipment and interconnections supplied by the CONTRACTOR. Conduit requirements shall be specified as to termination points, size of conduit, type of conduit, end treatments and any special limitations on angle of placement or orientation. Junction box locations and types shall also be noted. Provided as APPENDIX E are plaza layout drawings for review. 6.32.4 Shop Drawings The CONTRACTOR shall prepare accurate and complete Shop Drawings covering all aspects of the Work. The general form and required detail of the working drawings shall be subject to review by the ENGINEER and the AUTHORITY. Shop Drawings shall clearly, and in detail, show the design of all components. An electronic copy and two (2) prints of all Shop Drawings shall be submitted to the AUTHORITY within the time specified in Table 7-2 Submittal Schedule, and not less than fourteen (14) days before the CONTRACTOR commences toll collection equipment fabrication. The CONTRACTOR shall attest to the detailed checking of each Shop Drawing by placing an initial or signature on each respective drawing. All wording on shop drawings shall be in English. The ENGINEER shall provide an approval or rejection of each individual Shop Drawing as quickly as possible. Review of shop drawings by the ENGINEER is for general adequacy and overall consistency with system requirements. Approval of such drawings does not relieve or limit the CONTRACTOR from responsibility to provide equipment in full compliance with the Contract. If corrections or enhancements are requested, the CONTRACTOR shall resubmit Shop Drawings until such time as they are fully acceptable. This re-submittal shall not be seen as a cause for delay in completing the schedule requirements, as set forth in this document. Shop Drawings will be required for all components and housings to be fabricated or assembled by the CONTRACTOR. For items procured in a complete package by the CONTRACTOR from another manufacturer, the CONTRACTOR shall submit detailed drawings, service manuals and other documentation prepared by the original manufacturer in lieu of Shop Drawings. This documentation shall be complete and sufficiently detailed

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to show all critical dimensions and technical and functional characteristics of each component. Shop Drawings prepared by the CONTRACTOR shall include views of component housings, keyboard layouts, module placement, internal architecture of terminals, interface cabinets, automatic coin machines, etc. All connection points between components shall also be indicated in the Shop Drawings. 6.32.5 Wiring Diagrams The CONTRACTOR shall prepare and update a detailed typical manual and automatic lane Wiring Diagram as installed. If installation of toll equipment wires, interconnections, etc., prove to be unique to a specific lane, the CONTRACTOR shall also provide a separate Wiring Diagram of that particular toll lane. The Wiring Diagrams shall show all toll equipment, cables, wires, routes, connections, power sources and other equipment. All equipment shall be identified both by name and function. All cables and wires shall be identified as to in conduits, functions, point-to-point size, and location connections and color-coding. The following requirements shall apply for Wiring Diagrams: · · Wiring Diagrams shall be prepared and maintained at the mainline toll plaza sites; At intervals during the installation period not to exceed thirty (30) days, and if there have been any changes in wiring, cabling, equipment installation or interconnection, a minimum of three prints of the up-to-date Wiring Diagrams, shall be submitted to the ENGINEER for examination and comments; and Upon completion of the installation of the toll collection equipment and after final approval of Wiring Diagrams by the ENGINEER, the CONTRACTOR shall deliver reproducibles of the Wiring Diagrams and four (4) prints thereof to the AUTHORITY, and these shall become the sole property of the AUTHORITY.

·

6.32.6 Test Plan The CONTRACTOR shall submit to the ENGINEER, within the time specified in Table 7-2 Submittal Schedule, a detailed plan for testing all components of the toll collection equipment system. This plan shall include component testing, functional tests and all other tests culminating in the performance of the Factory Acceptance Test, Field Testing, and Final Acceptance Testing. The CONTRACTOR'S test plan is subject to approval by the ENGINEER. The ENGINEER shall be permitted to participate in or otherwise observe any and all of these tests. Tentative dates for conducting the various tests shall be included in the test plan, as submitted by the CONTRACTOR. The ENGINEER shall be notified of the time and place the tests are to be conducted by the CONTRACTOR in writing at least ten business days in advance. March 3, 2008 Page 130

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The CONTRACTOR shall develop detailed test procedures, including pass/fail criteria, for each of the types of testing to be conducted and shall submit these test procedures to the ENGINEER for review and approval at least twenty business days prior to the scheduled start of the testing. Only preapproved test procedures shall be used for the testing. 6.32.7 Training Plan A detailed schedule for satisfying all training requirements of this Contract shall be submitted to the ENGINEER, for review and approval within the time specified in SECTION 7 - PROJECT PHASES, SCHEDULES, AND TESTING of this RFP. The plan shall cover all types of training required for all personnel, including but not limited to: · · · · · Toll Collectors; Toll Supervisors; Administrator/Auditor Personnel; Computer Operators; Maintenance Personnel.

The Training Plan shall include a complete description of each proposed course format and content, training techniques and objectives, instructor outlines, audio/visual aids, training equipment and demonstration procedures. Training instructors shall also be identified in the Training Plan. Training materials and courses shall be in English. The adequacy of the training plan will be at the discretion of the AUTHORITY. The PROPOSAL shall include an overview of the planned training program indicating the approximate number of days of training expected for each of the above categories. 6.32.8 Installation Plan A detailed Installation Plan shall be submitted by the CONTRACTOR in two phases; preliminary and final. The preliminary and the final submissions shall be made within the time specified in SECTION 7 - PROJECT PHASES, SCHEDULES, AND TESTING of this RFP, but not less than thirty (30) days prior to the commencement of toll collection equipment installation. Both the preliminary and final Installation Plans shall be subject to the review and approval of the ENGINEER. No changes shall be made following approval of the final Installation Plan without the written approval of the ENGINEER. The Installation Plan shall include, but not necessarily be limited to the following: · · · · Installation management procedures; Preliminary site work; ACM/Token Lane Transition; Component installation sequence; and

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Completion schedules by phase.

The Installation Plan shall be developed with the understanding that the CONTRACTOR will have to work without having exclusive or uninterrupted access to the site. 6.32.9 Maintenance Plan The CONTRACTOR shall submit to the ENGINEER a detailed Maintenance Plan for review and approval within the time specified in Table 7-2 Submittal Schedule. The plan shall include maintenance staffing and administration, dispatch procedures, communication requirements, preventive maintenance techniques and schedules, support from outside maintenance service, final maintenance equipment list and other details as may be required by the ENGINEER. The Maintenance Plan shall include procedures to be used from the first use of the toll collection equipment through completion of the Warranty Period, as well as during an extension of maintenance service by the CONTRACTOR in the event that the AUTHORITY chooses to accept the maintenance option. All elements of the Maintenance Plan shall be in accordance with provisions as set forth in this document. 6.32.10 Software Documentation As part of the Software Development Requirements, the CONTRACTOR shall be required to provide and update the following documentation as described in this section: · · Software Development Plan; Software Detailed Design Document;

These documents are in addition to all other required documentation as outlined in this section. 6.32.10.1 Software Development Plan Review - (SDP)

The SDP shall be a key document developed by the CONTRACTOR to demonstrate understanding of the software requirements and to define the approach to software development. The SDP shall include detailed information on schedule, organization, technical approach, methodology, risks and other items pertinent to a complete plan for software development. The SDP shall be developed by the CONTRACTOR and shall subsequently be updated and maintained by the CONTRACTOR over the course of the development activities. As such, the SDP shall have two primary purposes: · · It serves as a document against which the CONTRACTOR'S understanding of the requirements and approach to software development is measured; and It serves as a viable, detailed plan by which the CONTRACTOR can develop the software.

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In order to be a viable document, the SDP shall accommodate changes in requirements during the development period. The CONTRACTOR shall submit the SDP within 60 days of Notice To Proceed. The SDP shall provide the CONTRACTOR with the means to coordinate the schedules, control resources, initiate actions, identify risk areas, and monitor progress of the development effort. The SDP shall provide the AUTHORITY with detailed knowledge of the schedule, organization and resource allocation planned by the CONTRACTOR. The SDP shall describe the interfaces with the hardware and system software within which the application software being developed will operate and identify system constraints such as, maximum available memory, segmentation constraints, and timing constraints. 6.32.10.2 Software Detailed Design Review - (SDDR)

The Software Detailed Design Document and updated Software Development Plan shall be submitted ten (10) days prior to SDDR for review and approval. During the detailed design phase, each software module from the previous phase shall be further decomposed into a complete detailed logic and data description. Documentation shall include, but not be limited to, Program Design Language (PDL) listings, source module descriptions, cross reference listing, block diagrams, hierarchy maps, flow diagrams, link maps, directories, file structure, and user libraries. The tools and techniques used to produce the detailed design shall include a PDL and techniques that group related functions that perform an implementable and testable subset of the system's capabilities. These techniques shall be used to accomplish a phased implementation of the software system in a manner that reduces risk and improves productivity. During the SDDR the CONTRACTOR shall conduct a PDL walk-through and provide a detailed discussion of the completed system design (i.e, algorithms, throughput, memory allocation and sizing, growth potential, etc.) and menu hierarchy. Definition of all software test plans and procedures, including module level tests and interface tests shall be reviewed and approved by the AUTHORITY. No implementation or programming will take place until this review and all required documentation has been reviewed and approved by the AUTHORITY. 6.32.10.3 Software Documentation Review During the course of the software development, several types of documentation shall be produced and delivered at the appropriate design review which includes, but is not limited to, a Software Definition Document, Software Preliminary Design Document, and a Software Detailed Design Document.

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Additional documents to be produced include a Software Development Plan (SDP), a Programming Standards Manual, Operator's and User's Manuals. Software documentation shall be provided to the AUTHORITY in binders, complete with table of contents, index and descriptions. The documentation shall be complete to the degree that a person knowledgeable in the programming language being used, shall be able to maintain and/or modify the code without affecting system operations. All programming languages, operating systems, application source code, communications code, device driver code, database and link-editors, assemblers, libraries, utilities and editors required for software documentation and maintenance shall be placed on media that is compatible for processing and editing at the AUTHORITY'S and submitted to the AUTHORITY for review and approval ten (10) days subsequent to the completion of the Operational Demonstration. The CONTRACTOR shall develop and submit to the AUTHORITY ten (10) days prior to the SDDR meeting, a detailed Programming Standards Manual. This manual shall include, but not be limited to, a description of file access methods, program and report I/O numbering schemes, timing estimates for transaction loading, disk storage requirements, volume sharing of files, all programming notes, programming manuals and nomenclature. Software manuals shall conform to all other requirements as specified in above sections. The CONTRACTOR shall provide operator's and user's manuals. All Documentation shall be submitted on media that is compatible for processing and editing on the latest version of Microsoft Word. These manuals shall be submitted to the AUTHORITY for review and approval thirty (30) days prior to field test and installation. 6.32.10.4 Software Documentation Updates The CONTRACTOR shall fully update software/firmware documentation throughout the Warranty Period in order to reflect changes made in the toll collection system after the commencement of revenue collection. The CONTRACTOR shall be held responsible for the cost of updating documentation, unless the AUTHORITY due to "extra work" requests the change. It is not anticipated that documentation changes during the Warranty Period will require a complete documentation package resubmittal. Update sheets should be provided by the CONTRACTOR together with clear instructions as to how they are to be incorporated into the previously submitted package. The approach to be adopted for documentation updates should be included in the Software Development Plan, as described earlier, which shall be provided by the CONTRACTOR. 6.32.10.5 Software Reviews All software development shall be divided into the following phases: · · Software Definition; Preliminary Design;

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· · ·

Detailed Design; Data Interface; and Test.

During the course of the contract, a minimum of three software reviews shall be conducted by the CONTRACTOR for the AUTHORITY at each phase of design. All development phases shall conform to the Software Development Plan. Each software review shall include an estimate of the resources required to complete the remaining software phases. The estimates shall be based on each software module to be programmed and tested. The estimate of resources shall be submitted to the AUTHORITY for review and approval. At the end of each of these phases a review will be conducted before the CONTRACTOR is allowed to proceed with the following phase. 6.32.11 Manuals A number of training and operating manuals shall be provided under this Contract. All manuals which are not standard manuals shall meet the following criteria: · · · · · All manuals (and other documentation) shall be in English; Whenever possible, all data shall be printed on letter size sheets; Manuals shall be bound in loose-leaf binders with the name of the manual printed on the face and spine of each binder; Tab indexes shall be provided for each major section of the documentation for which data is submitted and also for each section and/or major classification of equipment. All index tabs shall be a permanent part of a durable index sheet; and Maximum use of simple diagrams and other graphic aids is strongly encouraged.

An electronic copy and five (5) draft copies of all manuals shall be submitted to the ENGINEER for review and approval before final reproduction. Draft submissions shall be made not less than thirty (30) days prior to the deadline for final submission, except where noted below. 6.32.11.1 Toll Collector Manual Toll Collector Manual shall be provided. This document shall include a complete and simple description of all operational toll collection procedures and a nontechnical description of Manual Lane Terminal (MLT) and ETC functions. This manual shall not include any information that will jeopardize the security of the toll collection system. The manual shall be designed for use by minimally skilled personnel. The manual shall contain illustrations and diagrams as required to demonstrate the step-by-step operations required for processing all normal and irregular toll transactions, opening and closing the lane, and all other toll collector procedures. Final copies of this manual are to be delivered not less than sixty (60) days prior to commencement of the toll collector-training program. Draft

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copies shall be delivered sufficiently in advance to allow a thirty-day (30) review period, including revisions and eventual approval. 6.32.11.2 Toll Supervisor Manual Toll Supervisor Manual shall be provided under this Contract. This document shall provide a complete description of Supervisor's CRT Terminal functions, input menu options, and screen format descriptions. Diagrams and simplified instructions are encouraged. This manual shall include text to define the Supervisor's duties in order to efficiently monitor toll collector activities. Additionally, the Toll Supervisor Manual shall become the on-line help manual. Final copies and draft copies shall be delivered according to the same schedule identified above for Toll Collector Manuals. 6.32.11.3 Administration/Audit User's Manual Administration/Audit User's Manual shall be provided. This manual shall be provided for assisting operators in the daily use of the administration/audit workstation(s) and related peripherals. Complete diagrams, illustrations, and instructions shall be provided for ease of understanding the toll collection system operation, including normal operating and communication procedures, computer restart/recovery and diagnostic procedures and general instructions in the event of equipment malfunctions. All operator commands, error messages and responses shall be explained in detail. For components not manufactured by the CONTRACTOR, the Manufacturer's standard equipment specifications and operator's manuals shall also be provided. All diagrams, illustrations, instructions and procedures shall be appropriately dated. Draft copies of this manual shall be delivered sufficiently in advance to allow a thirty (30) day prior review, revision and approval period. Additionally, the Administrator/Audit User's Manual shall become the on-line help manual. Final copies of this manual shall be delivered at least sixty (60) days prior to field installation. 6.32.11.4 Maintenance and Service Manual Maintenance and Service Manual shall be provided. This document shall be comprehensive and shall provide complete detailed technical descriptions of maintenance operations, including but not limited to the following: · · · · · · Preventive Maintenance Schedule; Trouble-Shooting Techniques; Corrective Measures (both temporary and permanent); Maintenance Techniques (routine, preventive, and remedial); Location and availability of support services for all major components; Point-to-point component wiring schematics and logic signal flows; and

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·

Assembly and disassembly drawings, including exploded view drawings.

This manual shall be prepared for technical personnel assigned to the maintenance of the toll collection equipment system. This manual shall include a general description, theory of operation, operator instructions, detailed electrical-electronic logic circuit analysis, mechanical functions, installation, test and trouble-shooting procedures, preventive and corrective maintenance procedures. The Maintenance Manual shall also contain diagrams, schematics, layouts and parts lists required to service each component and circuit board utilized in the toll collection equipment system. The maintenance and service manual shall become the on-line help manual. The detailed service manuals and proprietary information shall be strictly used to ensure proper maintenance. Standard service manuals for unmodified commercial products used in the toll collection system shall be acceptable if they contain details and accurate information in order to properly service the specific toll collection equipment supplied under this Contract. Large size diagrams and mechanical assembly diagrams do not have to be reduced or incorporated into the manuals if these drawings are provided with the manuals. Maintenance Manuals shall be delivered in preliminary form to the AUTHORITY prior to the commencement of toll collection equipment installation. Draft copies of the final, refined Maintenance Manual shall be delivered sufficiently in advance to allow a sixty-day (60) prior review, revision and approval period. Final copies of the Maintenance Manuals shall be delivered not less than three (3) months prior to the possible commencement of system maintenance by the AUTHORITY staff at the conclusion of the Warranty Period. 6.32.11.5 Auditor's Workstation Manual Auditor's Workstation Manual shall be provided. This document shall provide a complete description of the auditing, management, and reporting functions of the Auditor's workstation, input menu functions, and high security password program. Functioning of interfacing with Host system and account resolution functions should also be included in this manual. The Auditor's Workstation Manual shall become the on-line help manual. Final copies and draft copies shall be delivered according to the same schedule identified for Toll Collection/Supervisor's Manuals. 6.32.12 Quality Assurance Plan The CONTRACTOR shall submit to the ENGINEER, for review and approval within the time specified in Table 7-2 Submittal Schedule, a documented Quality Assurance Plan, including procedures, processes and material. The plan shall include a listing of each task and a reference of procedures with summary descriptions to assure that all Work affecting quality (including engineering, programming, purchasing, handling, machining, assembling,

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processing, inspecting, testing, modifying, installing and any other treatment of product, facilities, standards, or equipment) shall be prescribed in a clear and complete document of a type acceptable to the ENGINEER. The plan shall ensure that the CONTRACTOR has established and will maintain an effective Quality Assurance Program. The Quality Assurance Program shall include, but not be limited to, the following: · · · Assure quality throughout all areas of Contract performance; Assure that all requirements of this Contract are validated through all stages of this project; and Identify and eliminate items that cannot meet approved standards and specifications.

The CONTRACTOR shall be responsible for assuring that all supplies, components, systems; subsystems and services procured from subcontractors and vendors conform to the Contract requirements. The Quality Assurance requirements for the CONTRACTOR shall apply to all subcontractors and vendors. 6.32.13 Parts Lists and Catalogues An Electronic copy and three (3) copies of a comprehensive and detailed parts list for each and every component included in the toll collection equipment system shall be supplied. Parts shall be numerically encoded, with all spare parts permanently encoded with the parts lists number for inventory purposes. Parts lists shall be categorized and related to particular system components (major subassemblies) and toll equipment. Parts lists with component part numbers without descriptive information shall not be accepted. The parts lists shall contain the source vendor's name, identification numbers and codes or other means to identify the manufacturer of each component. Second sources shall be stated for all standard commercial components. All parts lists and catalogues shall be provided prior to the issuance of a Final System Approval. 6.32.14 As-Built Drawings The CONTRACTOR shall provide two (2) complete sets of reproducible transparencies and two (2) complete sets of prints of As-Built drawings for the toll collection equipment system. The As-Built drawings shall be provided in electronically in CAD and PDF format as well as the earlier mentioned hard copies. The set shall include, but not be limited to, all schematics, logic diagrams, layouts, Wiring Diagrams, assembly drawings, parts detail drawings for mechanical parts design or modified under this Contract, including installation details so as to provide a complete record of the as-built status of the toll collection equipment system.

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The CONTRACTOR shall incorporate into the As-Built drawings all design modifications, change orders and field installation changes. At the time of submittal, the CONTRACTOR shall certify in writing that the above has been accomplished. Drawings contained in standard catalogues and manuals for unmodified commercial products do not have to be reproduced as part of the As-Built drawing set. All revisions to standard commercial assemblies or components of the toll system shall be included in the As-Built drawings. The set of As-Built drawings shall consist of a title sheet, an index sheet and the various As-Built drawings. The index sheets shall include a listing of all drawings with headings for Drawing Number, Drawing Title, and the type of drawing, such as assembly, schematic, material list, wiring diagram, wire list, or similar categories. The ENGINEER will review the As-Built drawings for content and will accept the drawings only when the CONTRACTOR has complied with requirements set forth herein. The CONTRACTOR shall deliver all required As-Built drawings prior to Final System Acceptance.

6.33 TRAINING REQUIREMENTS

CONTRACTOR shall provide a training schedule for toll collectors, toll supervisors, computer operators, and maintenance personnel. The CONTRACTOR will train the AUTHORITY'S toll collection staff in the functions of the toll collectors. Training shall include both classroom" training as well be available for hands-on or in-the-field training. A separate training course shall be provided, at a location in Rhode Island designated by the AUTHORITY, for each of the following categories of personnel: · · · · · · Toll Collectors; Toll Supervisors; Administrator/Auditor Personnel; Computer Operators/Central Operations Personnel; ETC Account Staff; and Maintenance Personnel.

Maintenance training shall include both "classroom" training and extensive field training. These requirements shall be satisfied during the Warranty Period, commencing at a time designated by the AUTHORITY. Maintenance training shall be required for not more than three (3) persons.

6.34 APPROVALS, WARRANTY, AND ACCEPTANCE

The implementation process shall include a Factory Acceptance Test, Field Test, various approvals, a Warranty Period, and Final System Acceptance.

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6.34.1 Phase I Approval Prior to commencement of equipment installation, the CONTRACTOR shall prepare and schedule a full Factory Acceptance Test. One typical Manual/ETC lane, one typical ETC lane, the Cash/Audit system, and all associated workstations shall be demonstrated. If the Factory Acceptance Test indicates that the system and its components are satisfactory, the ENGINEER shall issue written approval of the Factory Acceptance Test, indicating satisfactory completion and approval of Phase I. Components used in the Factory Acceptance Test shall be production models, which would otherwise be suitable for installation at mainline plazas. Testing and evaluation of samples and prototypes shall be completed prior to the Factory Acceptance Test. The AUTHORITY and the ENGINEER may participate in such testing and evaluation during periodic inspections. 6.34.2 Phase II Approval At such time as the CONTRACTOR feels it has fully installed, tested, and debugged all equipment that is to be installed at the plaza prior to the Commissioning Date, it shall notify the ENGINEER in writing. The ENGINEER will then authorize the CONTRACTOR to proceed with the previously approved Field Acceptance Test. If the Field Acceptance Test demonstrates that the system satisfies the requirements of this contract and no major defects have been detected that should prevent the system from being used, the ENGINEER will approve the Field Acceptance and issue Phase II approval. If Phase II Approval is granted, the system will be ready for commissioning. If Phase II Approval cannot be granted due to remaining problems, the delay shall be due to CONTRACTOR delays and the AUTHORITY will be entitled to Liquidated Damages from the CONTRACTOR as set forth in this Contract. 6.34.3 Phase III Approval Written Phase III Approval shall be issued, if appropriate, within three (3) months of the Commissioning of the System, after satisfactory analysis of actual operating data. If equipment problems are detected during the data analysis and performance evaluation period, and the equipment is not operating at an acceptable level of performance as defined in this Contract, the CONTRACTOR will be notified in writing immediately. Problems or defects shall be promptly corrected. Only after the problems have been corrected and the equipment is performing within acceptable levels of performance will Phase III Approval be granted and the Final System Approval issued. Phase III Approval shall signify commencement of the nine (9) month Warranty Period. 6.34.4 Warranty and Maintenance The CONTRACTOR shall warrant in writing, not later than the time for commencement of the Warranty Period, that all the equipment provided and installed pursuant to this Contract is comprised of top quality materials, was properly fabricated and installed, is of good

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workmanship, and free of defects. The CONTRACTOR shall further warrant that the toll collection and recording equipment system provided and installed shall meet or exceed the Operating and Technical Requirements of the AUTHORITY, as set forth in the Contract. All components installed shall be covered by a full and continuous Warranty from the issuance of Phase III Approval, through, and including, a period extending nine (9) months after Phase III Approval. The entire toll collection and recording equipment system shall be fully warranted, and maintained, until a date nine (9) months from the date of Phase III Approval. Any defective equipment shall be repaired to the satisfaction of the AUTHORITY or replaced with new equipment. The CONTRACTOR shall not be held responsible for damage of equipment caused by the AUTHORITY. Any defects and/or malfunctions brought to the attention of CONTRACTOR in writing prior to the expiration of the Warranty Period shall be repaired, at no cost to the AUTHORITY within the terms of the Warranty. Final payment of the retainage shall be withheld until such defects have been corrected. The Warranty Period shall not limit the responsibility of the CONTRACTOR for fabricating and installing equipment in a good and workmanlike manner and in accordance with good industry standards. All warranties, including warranties by manufacturers or other third parties of any materials, equipment or services used by the CONTRACTOR shall be transferable by the AUTHORITY to others. 6.34.5 Final System Acceptance The ENGINEER shall make a final inspection of the system at the conclusion of the Warranty Period. If all elements of the entire system are operating at an acceptable level of performance, as set forth in this Contract, the AUTHORITY will issue its Final System Acceptance to CONTRACTOR in writing. Final payment of the retainage amount shall be made to the CONTRACTOR following Final System Acceptance. In the event the system, or significant portions or functions thereof, are not meeting the performance requirements of the Contract, the AUTHORITY may continue to hold the retainage until the CONTRACTOR meets the requirements of the Contract, or the AUTHORITY may, if the condition is not corrected within thirty (30) days of written notice to the CONTRACTOR of said defects, apply the retainage to the costs of correcting any defects. 6.34.6 Contractor's Responsibility for Work Until the Final System Acceptance by the AUTHORITY, the CONTRACTOR shall have the charge and care of and responsibility for the Works and shall take every necessary precaution against injury or damage to any part thereof by the action of the elements, from the CONTRACTOR'S equipment, or from any other cause, including the actions of third parties whether arising from the execution or from non-execution of the work.

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CONTRACTOR shall rebuild, repair, restore, and make good all injuries or damages to any portion of the Work occurring before Final System Approval and shall bear the expense thereof, except for damage to the Work caused directly by the AUTHORITY. The responsibilities of the CONTRACTOR herein shall not be relieved in case of suspension of Work. The CONTRACTOR shall be responsible for all devices, materials, and equipment furnished by the AUTHORITY which may be broken, lost through fire, theft, or otherwise damaged, or in any way made useless for the purpose and use intended by this Contract subsequent to delivery by the CONTRACTOR to the AUTHORITY and prior to Phase III Approval, even through such breakage, damage, loss, or uselessness may result from any causes whatsoever, except for damage caused directly by the AUTHORITY.

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7. PROJECT PHASES, SCHEDULES, AND TESTING

Successful internal testing by the CONTRACTOR during the fabrication stage of this Contract is critical in order to satisfactory complete this project within the specified timeframe. This part of the Contract provides an overall summary of project phasing, scheduling, and testing requirements.

7.1

PROJECT PHASES

The development program under this Contract shall be divided into four overall phases, generally delineated by successful completion of major test milestones. These phases include: Phase I - Design, Manufacturing, Factory Test - This phase includes the design, development, fabrication and pretest of components of the entire toll collection system up to and including successful conduct of a full and detailed Factory Acceptance Test of all toll equipment in accordance with a preapproved Test Plan. This test shall be performed by the CONTRACTOR under the supervision of the AUTHORITY and/or the ENGINEER; Phase II - Installation, Testing, Approval - Field equipment installation, including on-site CONTRACTOR testing and debugging, conduct of a full a detailed Field Acceptance Test and approval for use of the complete system with all components integrated for toll system operation; Phase III - Performance Evaluation - Performance evaluation period of three (3) months under actual operation during which time any outstanding problems shall be corrected by the CONTRACTOR. This phase also includes full system warranty support and maintenance by the CONTRACTOR, culminating in Final System Approval; and Phase IV - Warranty Period - Provision of full maintenance and system support by the Contract Certificate during a Warranty Period extending nine (9) months after issuance of Final System Approval. During this phase the CONTRACTOR shall correct any outstanding problems and transfer the maintenance operation over to staff of the AUTHORITY if the maintenance option is not selected. Successful completion of Phase IV shall culminate in Final System Acceptance. The following completion deadlines are required for each major phase of the work:

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PROJECT PHASE Phase I ­ Design, Manufacturing, Factory Test Phase II ­ Installation, Testing, Approval Phase III ­ Performance Evaluation Phase IV ­ Warranty Period

Table 7-1 Project Phase

COMPLETION DATES CALENDER DAYS FROM NOTICE TO PROCEED 130 210 300 570

The toll collection system shall be ready for full use and revenue service not later than the date as dictated by completion of the Phase II Milestone. If toll collection equipment problems are detected during the data analysis and performance evaluation period, and the equipment is not operating at an acceptable level of performance as defined in this Contract, the CONTRACTOR shall be notified in writing immediately. Problems or defects shall be promptly resolved by the CONTRACTOR. Final System Approval shall not be granted by the ENGINEER until the toll collection system performs satisfactorily. It is also noted that within each overall Phase, there are several interim deliverable deadlines, as outlined in this document.

7.2

PROJECT SCHEDULE

The CONTRACTOR shall begin work on the date specified in the Notice to Proceed. The Notice to Proceed will be issued by the AUTHORITY no later than thirty (30) days after execution of the Contract. Within thirty (30) days after Notice to Proceed and prior to an initial mobilization meeting, the CONTRACTOR shall prepare and submit a detailed Project Schedule outlining the order in which they propose that work shall be performed. The specific installation deadlines set forth in this Contract shall be identified in this Project Schedule. The schedule shall be used as a basis for progress tracking throughout the course of Work. Schedules shall be submitted in both printed and digital format using Microsoft Project®. If a delay in the work schedule arises due to circumstances beyond the CONTRACTOR'S control, the CONTRACTOR shall submit a revised project schedule within ten (10) days after it is requested by the ENGINEER. Any failure or delinquency in submission of the schedule shall be treated as default on the part of the CONTRACTOR, who will then become liable for all possible actions which can be taken, including withholding of any payments due on the Contract.

7.3

WORK PROGRESS

The CONTRACTOR shall use all practical means to make the progress of the work conform fully to the Project Schedule. If the CONTRACTOR fails to meet the Project Schedule, the ENGINEER may require him to take any or all of the following actions at no additional cost to the AUTHORITY:

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· · ·

Perform overtime work; Increase the number of personnel assigned to the project; and Increase plant or machine capacity.

The CONTRACTOR shall prepare and submit to the ENGINEER monthly progress reports on the status of all major items and activities. The monthly progress report shall include an updated Project Schedule. Project progress meetings shall be conducted monthly at the offices of the AUTHORITY, at a schedule to be proposed by the CONTRACTOR and approved by the ENGINEER. The purpose of these meetings will be to monitor progress, discuss design issues and plan for system installation, test and start up of operations.

7.4

PHASE I

Upon submittal of the CONTRACTOR'S Project Schedule, a mobilization meeting shall be held within 30 days of the Notice to Proceed. At this meeting, all appropriate lines of communication for both oral and written correspondence shall be established. Appropriate methods for documenting meetings, telephone conversations and other communications shall also be defined. The CONTRACTOR'S Project Schedule shall be reviewed in detail and refined as necessary. The ENGINEER shall submit in writing any modification or comments to the CONTRACTOR'S Project Schedule. A plan for civil works including detailed description of any required plaza modifications and all conduit requirements shall be submitted to the ENGINEER within the time period specified in Table 7-2 Submittal Schedule. Work during this phase shall include all system design, software development, hardware procurement and fabrication, shop testing, software testing, software documentation culminating in a full Factory Acceptance Test. Periodically throughout this Phase, the ENGINEER may visit the CONTRACTOR'S facility(ies) in order to inspect work in progress and may, from time-to-time, request reasonable demonstrations of toll collection equipment and subsystems. The ENGINEER will give reasonable advance notice prior to factory visits. At such time as the CONTRACTOR has completed all development and fabrication of the Toll Collection System, including detailed internal testing, the CONTRACTOR shall provide written notice to the ENGINEER requesting the scheduling of a full Factory Acceptance Test. The CONTRACTOR shall provide test scripts for the review and approval of the ENGINEER no later than 60 days prior to the scheduled date of the Factory Acceptance Test. The CONTRACTOR shall provide written results and evidence of his/her own testing prior to the Factory Acceptance Test. If the proposed test scripts have been approved and, if after reviewing the evidence of the CONTRACTOR'S internal testing of the toll system the ENGINEER agrees that the CONTRACTOR has sufficiently tested at the factory level, a Factory Acceptance Test can be performed.

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SUBMITTAL SCHEDULE SUBMITTAL

Progress Schedule (Resubmittal within 10 days if requested) Project Management Plan Safety Plan Maintenance of Traffic Plan Conduit and Plaza Modifications Plan Locate and Define Civil Requirements for VSS Cameras Preliminary Test Plan Software Development Plan Shop Drawing Documents Detailed Design Document Preliminary Installation Plan Quality Assurance Plan Software Specification Sample of all On-Demand and Automatically Generated Reports Factory Acceptance Test Plan and Scripts Field Test Plan and Scripts Final Installation Plan Wiring Diagrams Training Plan Maintenance Plan Preliminary Draft Software Documentation Preventive Maintenance Schedule Maintenance Personnel/Spare Parts List Preliminary Maintenance Service Manual Parts List Final Draft Software Documentation Schedule of Preventative Maintenance Administration User's Manual Auditor's Workstation Manual Collector and Supervisor Manuals (Final) Final Software Documentation Final As-Build Drawings Maintenance Service Manual (Final) Contract Inventories

DUE DATE

30 Days from Notice to Proceed 30 Days from Notice to Proceed 30 Days from Notice to Proceed 30 Days from Notice to Proceed 30 Days from Notice to Proceed 60 Days from Notice to Proceed 60 Days from Notice to Proceed 60 Days from Notice to Proceed 90 Days from Notice to Proceed 90 Days from Notice to Proceed 90 Days from Notice to Proceed 90 Days from Notice to Proceed 90 Days from Notice to Proceed 120 Days from Notice to Proceed 120 Days from Notice to Proceed 180 Days from Notice to Proceed 180 Days from Notice to Proceed 180 Days from Notice to Proceed 270 Days from Notice to Proceed 300 Days from Notice to Proceed 30 Days after Phase I Approval 60 Days after Phase I Approval 60 Days after Phase I Approval Prior to Commencing Equipment Installation Phase II 30 Days after Phase II Approval Upon Issuance of Phase II Approval 60 Days after Phase II Approval 30 Days before Supervisor Training 30 Days before Collector Training 30 Days before Collector/Supervisor Training 30 Days after Issuance of Phase III Approval 30 Days before Phase III Approval 90 Days before Phase IV Approval 90 Days before Phase IV Approval

Table 7-2 Submittal Schedule

The Factory Acceptance Test shall involve testing of all subsystems to be installed as part of the Toll Collection System. All components shall be fully fabricated and integrated,

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ready for installation at the time of the Factory Acceptance Test. At least one complete subsystem of each category shall be installed at the CONTRACTOR'S site for the purpose of this Factory Acceptance Test, including: · · One Dedicated/ETC lane set, including ETC subsystem, PFI, canopy signal light, loops (simulation), gate, plus all necessary communication equipment; One Manual/ETC lane set, including ETC subsystem, interconnections to a patron fare display, receipt printer, card readers, loops and/or other vehicle separation devices (simulation), traffic light, canopy light, plus all necessary communication equipment; The Host System with fully configured computer system including all software, all printers and peripherals, the Plaza Level Subsystem, and administration/audit subsystem including the Supervisor Workstation, Toll Collector Workstation, and Cash Count Workstation; VSS System including VSS Camera, VSS monitor, VSS VCR, and integration with real-time transaction from lane controller.

·

·

Any toll system functions defined in this Contract as well as any Contract amendments shall be subject to detailed testing and verification by the ENGINEER during the Factory Acceptance Test. If, in the judgment of the ENGINEER, the Factory Acceptance Test indicates that the toll collection equipment and software appear to be functioning satisfactorily in accordance with a predefined test plan and all functional and technical requirements of the Contract, the ENGINEER shall issue written approval of the Factory Acceptance Test and immediately authorize shipment of equipment to the site for field installation. This Approval of the Factory Acceptance Test shall in no way reduce or eliminate the CONTRACTOR'S full responsibility to resolve any problems and make the toll collection system work in full conformance with the requirements of this Contract. Nor shall it limit the rights of the AUTHORITY or the ENGINEER, to bring toll system problems to the attention of the CONTRACTOR at a later time.

7.5

PHASE II

With the issuance of Factory Acceptance Test approval by the ENGINEER, the CONTRACTOR may be authorized to immediately commence shipment of the toll collection equipment to the site to begin the installation phase. No actual equipment installation activity shall take place on site until Factory Acceptance Test approval has been obtained. However, if any conduit installation or other minor physical modifications to the toll plaza are required, these may be performed prior to approval of the Factory Acceptance Test. Any pre-Factory Acceptance Test approval installation activity shall be approved, in writing, by the ENGINEER.

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The CONTRACTOR may present a proposal to partially overlap installation at the plazas for the consideration and approval of the ENGINEER. If an overlap in installation is proposed, it shall be clearly identified in the Project Schedule. Power cables for both utility and UPS power will be installed by the AUTHORITY to each of the following locations: · · A single point at each plaza toll lane; and A point adjacent to the VSS mounting poles at the plaza.

The CONTRACTOR shall be responsible for provision and installation of the following: · · · All power distribution cables within a toll lane or mainline plaza parking lot exit lane; All data and communication cabling on the entire project including that between the lanes and the Host; and Provision and installation of all conduit for CONTRACTOR provided cabling if such conduit was omitted from the CONTRACTOR'S Conduit Plan submitted as scheduled in Table 7-2.

Plans for civil works shall be submitted to the ENGINEER for review and approval. Actual installation will be inspected by, and subject to the approval of the ENGINEER. Installation of the toll collection equipment shall be performed by trained personnel who are familiar with all aspects of the toll equipment. During the installation phase of the project, the CONTRACTOR shall provide a full time on-site Project Manager and or Installation Manager conveniently located and accessible to the ENGINEER.. During phases other than the installation phases, the CONTRACTOR'S Project Manager shall be readily accessible via telephone and/or pager. In addition, the CONTRACTOR'S Project Manager shall report to the site within 24 hour notification from the AUTHORITY or the ENGINEER. In the event that any structure is damaged due to the CONTRACTOR'S activities, such damage shall be repaired immediately at the CONTRACTOR'S expense and to the satisfaction of the AUTHORITY and the ENGINEER. The CONTRACTOR shall make his/her own arrangement for power, water and waste at the work site. The CONTRACTOR under the supervision of the ENGINEER shall perform the Field Acceptance Test. This testing shall include individual lane equipment, communication networks and any other reasonable test that may be required to verify proper functioning of the toll collection system. Phase II field testing shall include full end-to-end simulated system load testing. Software simulators shall be used to generate realistic data at each mainline. The simulated data shall

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pass through the entire system including the communications network and the central system, and ultimately to simulated accounts, output reports, etc. All types of data shall be simulated in the volumes and proper formats, by location, expected to be encountered as defined in the system capacity requirements elsewhere in this document. This shall include a minimum of two full days of real time simulated operations. The conclusion of Phase II shall be signified by the completion of installation and testing of the new toll system equipment and the completion of site verification.

7.6

PHASE III

Phase III will begin after the conclusion of Phase II and with the opening of the toll facilities to traffic. The CONTRACTOR is advised that if the project is not ready to open to traffic at the completion of Phase II the CONTRACTOR's work will be suspended until the roadway is ready to open to traffic. During Phase III of this Contract, a three (3) month period of observation and evaluation of the new Toll Collection and Equipment System under actual use shall take place. The CONTRACTOR shall be required to fully support and maintain the toll collection system, in accordance with provisions set forth in SECTION 8 - MAINTENANCE PROVISIONS of this document. Any problems detected during the monitoring of the toll system during Phase III shall be immediately brought to the attention of the CONTRACTOR for resolution. At the conclusion of this evaluation period, if the system is considered to be operating fully in compliance with Contract requirements, the ENGINEER shall provide the CONTRACTOR with written notice of Final System Approval. Starting at the beginning of Phase II and continuing through the end of Phase III, the CONTRACTOR shall provide a full time manager on-site to advise and assist the AUTHORITY in start-up and initial operation of the Toll Collection System. Although it will be necessary for this individual to be knowledgeable in all aspects of the Toll Collection System, he/she should be particularly familiar with the Host system for toll system audit and the management of ETC accounts.

7.7

PHASE IV

The final phase of this Contract, Phase IV, shall include continued toll system maintenance through the 9-month Warranty Period. The Warranty Period commences with the granting of Final System Approval. All provisions, as set forth in SECTION 8 - MAINTENANCE PROVISIONS of this Contract shall be in effect throughout the Warranty Period. During this Period the CONTRACTOR shall supply adequate maintenance personnel, spare parts and factory support to ensure the system shall remain fully operational in full accordance with system performance requirements and problems are corrected within the repair/replacement times indicated in Table 8-1 Repair Times.

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If through and at the conclusion of the 9-month Warranty Period the system is operating in full accordance with the specifications the ENGINEER shall grant written Final System Acceptance. The AUTHORITY shall advise the CONTRACTOR as to whether or not the Maintenance Option will be exercised at least 90 days prior to the scheduled completion of Phase IV.

7.8

SUMMARY OF DELIVERY DEADLINES AND CONTRACT MILESTONES

To assist the CONTRACTOR a number of the interim deliverables are presented in Table 7-2. In case of differences between the text in this document and Table 7-2 Submittal Schedule, the table shall govern.

7.9

SUMMARY OF TESTING REQUIREMENTS

Testing requirements shall include a full Factory Acceptance Test performed during Phase I and Field Tests performed during Phase II as described in SECTIONS 7.9.1 and 7.9.2. The CONTRACTOR shall establish test procedures subject to approval of the ENGINEER. 7.9.1 Factory Acceptance Test

The Factory Acceptance Test is the culmination of the design, development, fabrication and pre-test of components. This test shall be performed by the CONTRACTOR under the supervision of the AUTHORITY and the ENGINEER. The Factory Acceptance Test shall test at least one of each lane type. These are Manual/ETC and Dedicated/ETC. The Factory Acceptance Test shall also test the integrated operation of the lane, video surveillance system, plaza and Host systems as well as the interface between the Authority and the partnering E-ZPass CSC. The tests to be performed shall be defined in the CONTRACTOR'S test plan and test scripts. These documents shall be submitted for the review and approval by the ENGINEER. The following are suggestive of the types of tests to be performed: · · · · · · · · · · · · · Power up tests Verify initialization Verify data integrity (no loss of data) Verify diagnostic messages Introduce failures Verify diagnostic messages Normal Transaction Tests Lane throughput tests Unusual Occurrences test Varying light conditions Various speeds Correct identification of violators ETC

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· · · · · · · · · · · · · · · · · · · · · 7.9.2

Communication Area Antenna Reader location Interference Cross lane reads Shadowing Transponder position and orientation Varying Transponder statuses Enter lane and back up Class mismatch Multiple statuses (transponder is both stolen and has a negative balance, for instance) Proper association of vehicle and transponder Multiple transponders in vehicle Manual cash and ETC transaction tests including interaction of the canopy light, traffic light, patron fare indicator, card reader, terminal display and Supervisor's workstation ETC tests including interaction of the canopy lights, traffic light, fare display, card reader display and Supervisor's workstation Lane stand-alone tests control signals for operating mode signals Patron Fare Indicator Plaza Computer tests Workstation/printer tests Generation of reports Data analysis Field Tests

As the CONTRACTOR completes equipment installation he shall perform additional testing at the plaza to verify that the functionality demonstrated during the Factory Acceptance Test is not adversely affected when the system is facing real world conditions at the plazas. The CONTRACTOR shall perform tests under the supervision of the AUTHORITY and the ENGINEER in accordance with the test plan approved by the ENGINEER. The field tests shall be conducted in all lanes at the plaza. The functionality to be tested shall include at least the tests listed below in both dedicated and mixed use operation, where appropriate, including the occurrence of cash toll transactions interspersed with ETC transactions. The CONTRACTOR shall provide detail test procedures for the Field Acceptance Test as part of the Test Plan. The CONTRACTOR shall provide all test vehicles and drivers necessary to conduct the field test. Testing shall include a sampling of all vehicle classes. The CONTRACTOR shall define in the test plan all the vehicles and equipment needed to conduct a thorough test

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of the system. The AUTHORITY shall, where appropriate, provide staff to operate the toll lanes under test. The CONTRACTOR shall be responsible for managing the conduct of the field tests, directing the traffic and assuring the safety of the drivers and the toll operations staff. The field test shall be conducted prior to the presence of public traffic on the toll road. The list above that contains suggestive test types for the Factory Acceptance Test is also applicable to the Field Acceptance Test.

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8. MAINTENANCE PROVISIONS

The Toll Collection System described in this Contract shall be designed to provide reliable operation and a high level of maintainability. All proposals shall include an initial two (2) year maintenance term as part of the contract. The two (2) year maintenance term shall become effective once Phase IV ­ Final System Acceptance has been granted. The proposal shall also include provisions for an optional two (2) year maintenance term to take effect once the initial two (2) year term has been completed. Full and complete system maintenance shall be provided by the CONTRACTOR from first use of the equipment through the Warranty Period and two (2) year maintenance term, whether or not the AUTHORITY elects to accept the subsequent optional maintenance term. All costs incurred by the CONTRACTOR as a result of maintaining the system during the Warranty Period (including any "hold" periods caused by system deficiencies) shall be included in the payment for Warranty Period maintenance.

8.1

SYSTEM SUPPORT

The spare parts and equipment support shall be made available throughout the life of the proposed system by the CONTRACTOR. This requirement shall be met, regardless of whether or not the AUTHORITY decides to exercise the maintenance options. The design life of the system is defined as ten (10) years (from the end of the Warranty Period). The CONTRACTOR shall guarantee the availability of spare components and spare parts as required, for a minimum of ten (10) years.

8.2

SPARE COMPONENTS

Fully assembled and tested spare components shall be provided as part of the basic Contract, with quantities presented by the PROPOSER and approved by the ENGINEER. All components shall become the property of the AUTHORITY. The PROPOSER, based on his/her experience, shall suggest a list of spare components and recommend a spare parts list in the Price Sheet tables submitted in the proposal. The ENGINEER shall have the right to approve the spare component list. Any additional spares required to meet the specific maintenance obligations, as set forth in this Contract, shall be provided at no additional cost to the AUTHORITY. All spares shall be maintained in good operable condition by the CONTRACTOR at all times during the warranty and maintenance coverage of this Contract.

8.3

SPARE PARTS

Spare parts and other types of system components shall be made available by the CONTRACTOR for a minimum ten (10) years after Final System Acceptance. This requirement shall be met, regardless of whether or not the AUTHORITY decides to exercise the maintenance options. During the Warranty Period, and any subsequent Maintenance option periods, the CONTRACTOR shall be responsible for maintaining a stock of replacement parts for each

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component included in the toll system. The minimum number of replacement parts shall be determined by the CONTRACTOR and approved by the AUTHORITY. The CONTRACTOR shall also promptly replace all such parts as well as any and all assemblies and devices, when required. Spare parts inventories are to be maintained. Spare parts inventory levels shall be increased by the CONTRACTOR at no additional cost, if in the opinion of the ENGINEER, the rate of failure of said parts is sufficiently high enough to warrant greater inventory levels. Anticipated rates of inventory depletion and associated equipment supply procurement times should be considered when the CONTRACTOR determines inventory quantities. Additional parts, as may be required during the Warranty or subsequent Maintenance option periods to fulfill Maintenance obligations, shall be provided by the CONTRACTOR, with the cost of these included in the basic maintenance or optional maintenance of the Contract price. The CONTRACTOR shall develop and maintain comprehensive parts lists for all components in the toll collection system. All component parts shall be numerically encoded with a parts list number. A tentative list of spare parts to be maintained including approximate quantities shall be submitted within the time frame described in Table 7-2 Submittal Schedule. The CONTRACTOR also agrees to provide, in a timely manner, all spare parts needed to maintain the system, if the Maintenance options are not exercised.

8.4

MAINTENANCE EQUIPMENT

The CONTRACTOR shall provide a complete list of all items, tools, and equipment necessary for the repair, testing, and routine preventive maintenance of the toll collection system. Each Proposal shall include a provision list of these items. A final list shall be submitted to the AUTHORITY for review and approval within the time frame indicated in Part VI of this RFP. This list shall describe the specific function of each device, the approximate cost thereof and the approximate quantity required for a comprehensive and effective maintenance program. Should the AUTHORITY decide not to exercise the maintenance options, the CONTRACTOR shall agree to promptly make available to the AUTHORITY at reasonable cost, the maintenance tools. The CONTRACTOR shall also provide any special instructions needed in connection with utilization of the maintenance equipment and/or tools.

8.5

MAINTENANCE WORKSHOP

The AUTHORITY shall make space available to the CONTRACTOR at the west abutment of the Newport/Pell Bridge during the Warranty Period and during any optional maintenance period. Space with the indicated approximate dimensions will be provided as follows only after system transitioning has been completed: · Caged Area in Maintenance Building Approximately 20'x20'

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Any space in addition to the above required by the CONTRACTOR during the Warranty and optional maintenance periods shall be acquired off-site and shall be the responsibility of the CONTRACTOR.

8.6

TRAINING

The CONTRACTOR shall provide training to the AUTHORITY maintenance personnel. This training shall take place during the Warranty Period. Proposals shall include programs for training the AUTHORITY maintenance personnel during the Warranty Period. These shall correspond to the maintenance options described in this section of this RFP. Training shall be sufficiently detailed and intensive to enable the AUTHORITY maintenance team to undertake all routine maintenance beyond the end of the Warranty Period. All Proposals shall include details of the levels of effort, which will be devoted to training within the Contract.

8.7

MAINTENANCE OPTION PROVISIONS

As part of this Contract, the CONTRACTOR shall provide full toll system maintenance to the AUTHORITY through the Warranty Period. An initial two (2) year maintenance option shall be provided by the CONTRACTOR, at conclusion of the Warranty Period, to provide for continued system maintenance. The AUTHORITY shall have the right to exercise or reject the first Maintenance option up to 90 days prior to anticipated completion of the Warranty Period. If the Maintenance option is accepted by the AUTHORITY, the option shall take effect immediately upon issuance of Final System Acceptance. If the AUTHORITY elects to exercise the Maintenance option, the initial option period shall be of duration of two (2) years. Following completion of the first two (2) year option period, the AUTHORITY shall have the option to exercise further maintenance support for another two (2) year period. If the AUTHORITY selects the Maintenance option, the CONTRACTOR shall provide a Maintenance Performance Bond for 100 percent of the maintenance option cost. This Maintenance Performance Bond shall be kept in effect through the entire extended maintenance period. This Bond shall be required as a condition of Final System Acceptance. This Maintenance Performance Bond for maintenance shall be separate from the Performance Bond, for design, fabrication, software development, testing, demonstration, installation, and debugging of the new Toll Collection System.

8.8

PREVENTIVE MAINTENANCE

A proposed schedule of preventive maintenance shall be provided to the ENGINEER, within the time frame indicated in Table 7-2 Submittal Schedule. The Preventive Maintenance Schedule shall be vigorously adhered to during the life of the Warranty Period and any Maintenance options exercised by the AUTHORITY. The AUTHORITY may, from time to time, based on actual operational experience, request a revised Preventive Maintenance Schedule to ensure all components continue to function properly.

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Preventive maintenance requiring toll lane closure shall be scheduled during off-peak travel periods, such that the work will not interfere with normal traffic flow. As a minimum, maintenance personnel shall make routine general inspections of the toll collection equipment, at least twice per week, even if no equipment malfunctions are reported during that period.

8.9

CORRECTIVE MAINTENANCE

The CONTRACTOR shall be required to maintain a staff of trained personnel of sufficient quantity and quality to ensure that urgent repairs can be performed 24 hours a day, every day of the year. Corrective maintenance shall be made for any element of the toll system for which the CONTRACTOR has maintenance responsibility.

8.10 MTBF AND MTTR TRACKING

The MOMS shall be capable of tracking and calculating the Mean Time Between Failure (MTBF) of the toll collection equipment. The calculations shall be performed automatically whenever the MTBF report is run. The MTBF shall take into account the number of installed pieces of equipment and the number of service calls closed on the same equipment. Mean Time To Repair (MTTR) tracking shall also be performed automatically. It shall be recalculated every time a service call is closed on a particular equipment type for that equipment type. Whenever possible, problems should be resolved by a single replacement of components with repairs being performed on components outside the particular toll lane. The repair time shall be measured from the time the problem is first reported to the CONTRACTOR until the particular piece of toll equipment is back on-line and functioning at full capacity. The CONTRACTOR shall be responsible for his/her own phone and fax costs.

8.11 MAINTENANCE PERSONNEL

The CONTRACTOR shall be required to maintain a full-time local field maintenance force, consisting of a sufficient number of qualified technicians and a local Maintenance Manager responsible for direct liaison with the AUTHORITY's staff. Maintenance personnel shall be on-site during normal work hours which are currently 7:00 am ­ 3:30 pm Monday thru Friday comprising a 40 hour work week. Outside of standard work hours maintenance staff shall be on-call and subject to maintenance repair times. The AUTHORITY reserves the right to adjust the normal work hours so long as they do not exceed a maximum of 40 hours per week. The field maintenance personnel shall have previous experience servicing toll collection equipment. The CONTRACTOR shall submit an estimate of the number of maintenance personnel to be assigned to this project within sixty (60) days after Phase I approval. Field maintenance personnel shall be subject to security investigation and clearance, and at the time of employment, said personnel shall consent to such reasonable investigations as the AUTHORITY may see fit. The CONTRACTOR shall also require that all field maintenance personnel servicing the new toll collection system is properly bonded. March 3, 2008 Page 156

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Maintenance personnel shall also be capable of providing day-to-day network and IT support for the administration of the entire facility including all network and computer components in use by the AUTHORITY.

8.12 LIQUIDATED DAMAGES FOR MAINTENANCE

Liquidated damages for maintenance performed during the Warranty Period and the Maintenance option periods shall be assessed for failure of the CONTRACTOR to meet the combined response and repair times as specified in Table 8-1 Repair Times. Response and repair time is measured beginning with notification to the CONTRACTOR of the existence of the failure. The Liquidated damages will be deducted from periodic payments due to the CONTRACTOR. The repair of any spare component shall not relieve the CONTRACTOR of the responsibility to repair any in-service components that malfunctioned or were malfunctioning while such repairs were being conducted. Such failure to repair the inservice components within a time specified in Table 8-1 Repair Times shall result in the assessment of liquidated damages. Liquidated damages shall be applied at the rate of $200 for each hour or fraction thereof, in excess of the repair time shown, until the failure or malfunction is resolved. Any malfunction which requires a toll lane closure or adversely affects the ability to collect tolls or the ability to audit toll collection in a toll lane between the hours of 6:30 am and 9:00 am, or between 4:00 PM and 6:00 PM, shall be subject to additional liquidated damages of $250 per hour, per lane, in the event that the CONTRACTOR fails to repair or replace the malfunctioning component within the time limits set forth in Table 8-1 Repair Times. Any malfunction which requires a toll lane closure or adversely affects the ability to collect tolls or the ability to audit toll collection in a toll lane between the hours of 9:00 am and 4:00 PM shall be subject to additional liquidated damages of $125 per hour, per lane, in the event that the CONTRACTOR fails to repair or replace the malfunctioning component within the time limits set forth in Table 8-1 Repair Times. The AUTHORITY reserves the right to open an inoperative lane to traffic in order to process vehicles in the event of vehicle capacity problems. This use of a lane shall not be construed as an indication that the lane is operative and shall not relieve the CONTRACTOR'S obligation to pay the above damages and to promptly repair any and all malfunctions in the lane.

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Equipment

Minimum Mean Time Between Failures 12,000 hours 20,000 hours 15,000 hours 20,000 hours 15,000 hours 10,000 hours 10,000 hours 15,000 hours 20,000 hours 8,000 hours 8,000 hours 10,000 hours 15,000 hours 15,000 hours 15,000 hours 10,000 hours

Lane Controllers(1) ETC Reader/Antenna Toll Terminal Proximity Card Readers Patron Fare Display Receipt Printers Automatic Vehicle System (AVC) Automatic Exit Gate Plaza Level Local Area Network Plaza Workstations All Supplied Standard Workstations Host Computer System Canopy Signal Traffic Signal VSS Camera VSS Monitor

Maximum Mean Time To Repair 2 hours 2 hours 2 hours 2 hours 2 hours 2 hours 2 hours 2 hours 2 hours 2 hours 2 hours 2 hours 2 hours 2 hours 2 hours 2 hours

Table 8-1 Repair Times

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9.

PAYMENT PROVISIONS

Payment for services and materials provided by the CONTRACTOR under the terms of this Contract shall be made at various intervals throughout the course of this project based on successful completion of project milestones, less any amount assessed by the AUTHORITY against the CONTRACTOR due to liquidated damages. All payments shall be approved by the Performance Bond Surety, unless said Surety waives the right of approval and shall be supported by appropriate waivers of lien. Eight (8) percent of all payments pursuant to this Contract shall be retained by the AUTHORITY. Payment of the retainage shall be made after Final System Acceptance.

9.1

TAXES, DUTIES, AND FEES

The CONTRACTOR shall procure all permits (except those specifically provided in the Contract Documents) and licenses, pay all charges, fees, and taxes, and give all notices necessary and incidental to the due and lawful prosecution of the work. These costs shall be included in the unit prices bid for the various items of the Contract work.

9.2

INVOICING AND PAYMENTS

The CONTRACTOR shall submit separate invoices (marked with the AUTHORITY'S contract numbers) to the AUTHORITY on the first working day following the 25th day of the month as follows: Progress Invoices, for progress payments for Work (including additional Work authorized by the AUTHORITY and added by a formal change to this Contract) completed by the CONTRACTOR during each progress-billing period. Cutoff date for the CONTRACTOR'S progress invoice shall be consistent. Payment shall not be construed to be an acceptance of Work. Additional Work Invoices as separate invoices, to cover additional Work authorized by the AUTHORITY and completed by the CONTRACTOR, but not added to this Contract by a formal change at the time of invoicing. The Final and/or Retention Invoice shall be submitted for final payment after completion and acceptance of Work by the AUTHORITY and compliance by the CONTRACTOR with all terms of this Contract. This invoice shall contain a complete itemized listing of Progress and Additional Work Invoices by number, date, gross amount, retention amount, and the total amount of sums retained and due. It shall also contain, or be supported by a written acceptance of the Work signed by the AUTHORITY. Final payment shall not relieve the CONTRACTOR of any obligation under this Contract. The CONTRACTOR shall prepare all invoices in a form satisfactory to and approved by the AUTHORITY. In the event an invoice is submitted, in accordance with Contract terms, for Work accomplished on other than a solely lump sum basis, it shall be accompanied by documentation supporting each element of measurement and/or cost. Any invoice March 3, 2008 Page 159

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submitted, which fails to comply with the terms of this Contract, including the requirements of form and documentation, may be returned to the CONTRACTOR. Any costs associated with the resubmission of a proper invoice shall be to the CONTRACTOR'S account. At the AUTHORITY'S request, the CONTRACTOR shall furnish evidence, satisfactory to the AUTHORITY, that all labor and materials furnished and equipment used during the period covered by any Progress Invoice or Additional Work Invoice have been paid for in full and that the Work is not subject to liens or claims on account thereof. The AUTHORITY may withhold payment of invoices until the CONTRACTOR furnishes such evidence.

9.3

PAYMENT FOR MOBILIZATION, PERFORMANCE BOND AND INSURANCE

Payment for items listed in Category A of the Price Sheet shall be made upon execution of the Contract Agreement by both the AUTHORITY and the CONTRACTOR. As indicated in the Price Sheet Mobilization shall not exceed more than five (5) percent of the initial contract value not including the Maintenance Option.

9.4

PAYMENTS FOR SYSTEM HARDWARE

Payments for system hardware components, as listed under Category B in the Price Sheets and in the quantity actually installed shall be made in accordance with this Contract. Except where otherwise indicated, twenty five percent (25%) of the extended unit price shall be paid upon successful completion of the Factory Acceptance Tests. Fifty percent (50%) will be paid at Final System Approval and receipt of all supporting hardware documentation. The remaining twenty five percent (25%) will be paid at Final System Acceptance.

9.5

INSTALLATION PAYMENT

Payment for installation items as listed under Category C in the Price Sheets will be made in accordance with the following schedule: · · Seventy Five (75%) percent upon successful completion of Phase II including any and all installation and testing activities as approved by the ENGINEER; and Twenty Five (25%) percent upon successful completion of Phase III where Final System Approval has been granted by the AUTHORITY.

9.6

PAYMENT FOR PROFESSIONAL SERVICES, SOFTWARE AND DOCUMENTATION

Payment for professional services, software and documentation as listed under Category D in the Price Sheet shall be made in accordance with the following schedule: · Forty (40%) percent upon completion of Phase I where the Factory Acceptance Test has been completed and as approved by the ENGINEER;

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· ·

Thirty (30%) percent upon successful completion of Phase II including any and all installation and testing activities as approved by the ENGINEER; and Thirty (30%) percent upon successful completion of Phase III where Final System Approval has been granted by the AUTHORITY.

In the case of software documentation, the draft submittal referred to above shall mean the submittal due upon successful completion of Phase II. The cost of all other types of documentation relating to individual subsystems or components shall be included in the overall cost for each subsystem or component.

9.7

PAYMENT FOR WARRANTY PERIOD MAINTENANCE

Under the terms of the Contract, full maintenance and support shall be provided from the time any component or subsystem is first placed into actual revenue operation through completion of the Warranty Period, nine (9) months following issuance of Final System Approval. Payment for maintenance services during this period shall be made in nine (9) equal payments according to the lump sum cost as listed in Category E of the Price Sheet, the first of which becomes due one (1) month following Final System Approval, and the remaining at monthly intervals during the following eight (8) months of the Warranty Period. Each of these maintenance payments shall be subject to the eight percent (8%) retainage. In the event that the Warranty Period is extended due to on-going problems which delay the granting of Final System Acceptance, the CONTRACTOR shall be due no additional payments under the Warranty Period Maintenance price. If the Warranty Period is put on hold at any time pending resolution of on-going problems, monthly payments shall not be made during the hold period, but will resume when the Warranty Period resumes.

9.8

PAYMENT OF RETAINAGE

The eight percent (8%) retainage shall be paid to the CONTRACTOR upon completion of the Warranty Period, at the time of Final System Acceptance. Should the CONTRACTOR completely and fully perform according to the terms of the Contract within the times specified, and fulfill his/her entire obligations during the Warranty Period, and with the approval of the Performance and Payment Bonds Surety, the CONTRACTOR shall be entitled to the full retainage amount. In the event that the CONTRACTOR or his/her work shall fail to fully and completely conform to the Contract and/or warranty requirements, the AUTHORITY may continue to withhold said retainage fund until defects or deficiencies are properly resolved to the satisfaction of the AUTHORITY and the ENGINEER. Prior to receiving Final Payment, the CONTRACTOR shall pay all subcontractors, material suppliers and any and all obligations to parties who sullied services for the performance of their particular work. The CONTRACTOR shall provide evidence to the AUTHORITY of the payments thereof prior to receiving the full retainage amount due. The CONTRACTOR shall also furnish as a condition of Final System Acceptance, completed Performance and Payment Bonds covering the first term of the maintenance option, if the AUTHORITY

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elects to exercise this option and requires the CONTRACTOR to continue to provide maintenance support.

9.9

MAINTENANCE OPTION PAYMENTS

In the event that the AUTHORITY exercises the maintenance option, payment terms shall be established based on the Maintenance Option price as listed in Category F of the Price Sheet. Payments shall be based on monthly invoices on forms and in such detail as directed by the AUTHORITY. Liquidated damages may also be assessed monthly for failure to meet repair or replacement response times, preventive maintenance schedules and other requirements. The annual price of the initial maintenance option shall be computed at the commencement of maintenance coverage, if accepted prior to conclusion of the Warranty Period. This annual price shall be obtained from the Proposal Price submitted with the Proposal. The amount to be paid on an annual basis for option periods, if elected by the AUTHORITY, shall be computed by dividing the Consumer Price Index (CPI) (United States City Average), of the latest full month for which public statistics are available, by the CPI value for the month and year on which this Contract is executed. The quotients so derived shall then be multiplied by the annual price of the initial maintenance option as determined above. The CPI values used in such computations shall be as published in the Monthly Labor Review by the U.S. Department of Labor, Bureau of Labor Statistics. Should the method of computing the CPI be revised by the Bureau of Labor Statistics between the base CPI and any given year in which a computation is being made, the base CPI shall be adjusted accordingly. No adjustments in monthly payments shall be made due to monthly variations in the Consumer Price Index. Payment for the maintenance option will be made in twenty-four (24) equal payments, the first of which will become due one (1) month after the maintenance option period and the remaining at monthly intervals during the following twenty-three (23) months of the maintenance option period. In the event that the Maintenance option is not exercised, the CONTRACTOR will be reimbursed for spare parts requested by the AUTHORITY after Final System Acceptance on the basis of the proposal prices for the first year following Final System Acceptance. For spare parts ordered more than one year after Final System Acceptance, the spare parts proposal prices shall be adjusted to reflect inflation in the period from the date of proposal to date of purchase by applying the percentage movement in the monthly Consumer Price Index for each such period.

9.10

FAILURE TO COMPLETE ON TIME

It is critical that the new Toll Collection System be delivered, installed and placed into operation within the time frame set forth in this Contract. Any delays in the schedule will cause the AUTHORITY potentially severe revenue loss.

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Any delay, causing the CONTRACTOR to seek a time extension above and beyond stipulations outlined in this Contract, shall clearly be beyond the control of the CONTRACTOR. The AUTHORITY reserves the right to deduct the amount of liquidated damages from any funds due the CONTRACTOR. If amounts due the CONTRACTOR are not sufficient to cover the damages, the CONTRACTOR or Surety will be required to promptly pay the amounts due. Nothing contained within this part shall be construed as limiting the rights of the AUTHORITY to additionally recover from the CONTRACTOR any or all payments which become due to the AUTHORITY for other reasons such as improper performance, failure to perform or breach in any other respect, including, but not limited to, defective workmanship, equipment or material.

9.11 MAINTENANCE DAMAGES

Liquidated damages in the amounts specified in SECTION 8 - MAINTENANCE PROVISIONS of this Contract shall be assessed for failure of the CONTRACTOR to meet the maintenance repair times as specified in SECTION 8 - MAINTENANCE PROVISIONS of this document.

9.12 FINAL PAYMENT CERTIFICATION AND RELEASE

The AUTHORITY shall not be obligated to make final payment to the CONTRACTOR until the CONTRACTOR has delivered to the AUTHORITY a certificate and release satisfactory to the AUTHORITY that the CONTRACTOR has fully performed under this Contract and that all claims of the CONTRACTOR for the Work are satisfied upon the making of such final payment, that no property of the AUTHORITY is subject to any unsatisfied lien or claim as a result of performance of the Work, that all rights of lien against the AUTHORITY and the AUTHORITY'S property in connection with the Work are released, and that the CONTRACTOR has paid in full all outstanding obligations against the Work.

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10. BID ALTERNATIVES AND OPTIONS

10.1 E-ZPASS ENHANCEMENTS

It is the AUTHORITY'S intent to execute a contract that involves the design, development, integration, testing and installation of a new toll collection system including E-ZPass in accordance with the specifications in this RFP. With this understanding in mind it is requested that PROPOSERS shall also provide and alternative approach which would involve the retention of the existing toll collection system and its current functionality supplemented by the addition of an E-ZPass subsystem. Under this alternative the existing tolling system would be enhanced by the addition of EZPass equipment and software at the lane and Host levels. E-ZPass equipment may be installed either independently, in parallel or integrated with the existing toll collection equipment and software. The alternative should take into consideration the use of any existing equipment where practical and feasible. As part of the Proposal the PROPOSER'S are requested to provide a solution based alternative that clearly identifies the overall methodology, technical approach and cost that would be needed to accommodate E-ZPass integration in this manner.

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APPENDIX A

CONTRACTOR QUALIFICATION STATEMENT

APPENDIX B

PRICE SHEET

APPENDIX C

W-9 FORM

APPENDIX D

CERTIFICATE OF TAX EXEMPTION

APPENDIX E

EXISTING TOLL PLAZA DRAWINGS

Information

RITBA Toll Evaluation Report

169 pages

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