Scope ofWork Exhibit A. Norfolk SouthernRailway Company Scope ofWork for Switch-Duty Locomotive Conversions in Rome, Georgia

Upon the Effective Date and continuing tlu·ough the term ofthis contract, unless tenninated early under provisions ofthe CONTRACT, CONTRACTOR will performtasks as described the Project Proposal to reduce emissions fi·om locomotives used for switching in Rome, GA for purposes ofimproving air quality in Georgia. These tasks include:

A. Within 45 days ofexecution ofCONTRACT, CONTRACTOR shall provide to the Division aproject schedule with specific dates for completing each projectrelated task thatis consistent with timeline provided in the ProjectProposal (Exhibit B);

B. CONTRACTOR shall conve1ttwo 3000 hp locomotives with atleast 5 years expected · remaining life ("Original Locomotives") as described in the ProjectProposal to amotherslug unit with an advanced 12-71DECO 3000 hp locomotive engine meeting EPA Tier 3 switch-duty emission standards or better (i.e. with lower emissions) ("Conve1ted Locomotives");

C. The CONTRACTOR shall maintain the Conve1ted Locomotives sufficiently to assure each Conve1ted Locomotive remains operational for a period oftenyears fi·om the date after each Conve1ted Locomotive is retrofitted (the "Operating Period") and shall operate the Converted Locomotives at least 80% ofeach Conve1ted Locomotive's operational

· hours in and around the Rome, GA Rail Yard as described in the ProjectProposal. The

Operating Period and number ofoperational hours may be modified ifthe Conve1ted Locomotive is damaged such that CONTRACTOR and the DIVISION mutually agree that it can be removed from service, inwhich event CONTRACTOR shall be deemed to have satisfied its obligations under this CONTRACT withrespect to such Converted Locomotive(s). The Division acknowledges that the Converted Locomotives may leave the Rome Yard for 92-day Federal Railroad Administration inspections and other maintenance, for Positive Train Control installation, orfor other logistical contingencies. The Division understands that the CONTRACTOR does notpermanently assign locomotives to patticular yards, and actual locomotives required for switching will vary from day to day depending upon rail traffic volume and locations, and depending on the availability oflocomotives to meet operational needs. The CONTRACTOR shall inform the Division ofall Converted Locomotives that are removed from the fleet due to damage
or inoperability. The ten-yearperiod for each Converted Locomotive will statt on the date thatthe Converted LocomotivtJ is placed into revenue service. The CONTRACTOR shall not sell any Conve1ted Locomotive until the Operating Period has passed or the

1Converted Locomotive has been determined to be damaged beyond repair orpennanently inoperable.

D. Initial Report: Before converting the locomotives, the CONTRACTOR shall submit an initial report containing the following information: (1) Work scopeas provided inthe Project Proposal. (2) Estimated emissions reductions. This estimate mayuse data as provided inthe ProjectProposal ifthere have been no changes in emissionlevels ofthe original and convmted locomotives from the Proposal.

E. Post ConversionReport: The CONTRACTOR shall submit apost conversion report within one month (30 days) after each locomotive mother/slug unit is placed into service inthe Rome Yard. The repmt shall containthe following: (1) Estimated emissions levels, which may includeregulatorytier requirements. (2) Locomotive numbers for the Original Locomotives and the Converted Locomotives. (3) Pictures showing major components installed during the conversion. (4) Pictures ofthe completed Converted Locomotives andtheir emissions labels. (5) Certification/assurancethat emissions critical components were properly installed
onthe Converted Locomotives and are in working condition. (6) Iftheproposedtimefor completing the conversion is exceeded, an explanation of the delay.

F. Rmming reports will be submitted every 6 months for the first two years (commencing' within 6 months after submission ofthe post conversion repmt) and mmually for eight years thereafter. These repmts maybe combinedfor the locomotives convertedunder this CONTRACT. The running repmts will contain the following information: (1) Estimated emissions and fuel consumption, which may include estimates or

·calculations based onlmown information including datafrom theProject Proposal. · (2) Description or confirmation ofgeneral operating pattems ofthe Converted Locomotives. (3) Certification or assurance ofproper operation and maintenance ofthe Conve1ted Locomotives, inparticular the emissions critical components.

G. The CONTRACTOR shall submit anyreports to the Division by electronic mail (e-mail) and shall provide two copies ofthe reports inthe e-mail with one in Microsoft Word format and the second in a PDF format. The CONTRACTOR shall submit a hard copy ofthe report upon the Division's request.

H. Notwithstanding anything to the contraryherein, in the ProjectProposal or in the Request for Applications, CONTRACTOR shall have no obligation to conduct extra-operational studies or investigations orto generate data not generated inthe normal course of

· business in order to compile the repmts above or any other informationrequested bythe

Division under this CONTRACT. Further, the Division acknowledges the repmting limitations as set forth inthe ProjectProposal, and CONTRACTOR shall notberequired

2to prepare or submit any data or information thatis contrary to those limitations. Specifically, but not by way oflimitation, CONTRACTOR does not determine actual fuel usage by locomotive and as such cannot determine actual fuel used by each Converted Locomotive, and CONTRACTOR cannot determine or track actual duty cycle
overthe Operating Period for each Converted Locomotive. The CONTRACTOR 

### will
use .estimates for such determinations ·and may use best available information, which may include engineering estimates based on knowledge and experience ofsuch operations.

I. Contract funds will cover up to 70% ofthe total costs ofthe Project and will be distributed to the CONTRACTOR incrementally (notmore than once per annual quarter) following completion ofconversion task(s), pwvided the match has**be~n** satisfied.for the incremental distribution.

I. The CONTRACTOR shall only invoice the Division for expenses eligible for award funding. As pa:tt ofthe invoice, the CONTRACTOR shall certify each task that has been completed. Upon completion ofthe Project, the CONTRACTOR shall submit a final invoice requesting up to the remaining funds for unpaid task expenses providedthat the total grant distribution for this project does not exceed $899,820.00. The final invoice shall provide all the information as requested in Method ofPayment section ofthe CONTRACT.

K. The CONTRACTOR shall only invoice the Division for eligible expense resulting from the Converted Locomotive conversions as part ofcompleting tasks as described by the CONTRACTOR'S Project schedule (Exhibit B).

L. The CONTRACTORmay not seekreimbursement or cost share consideration for ce1tain ineligible cost, which would include management or similar fees used to accumulate and
reserve funds for ongoing business expenses, unforeseen liabilities, or for other similar costs. The CONTRACTOR may not seek fees for consultants in excess of$587.20 per day nor $73.40 perhour

3