### Scope ofWorl' Exhibit A Norfolk Southern Railway Company Scope ofWork for Switch-Duty Locomotive Conversions in Atlanta, Georgia Revised 3/28/2014

Upon the Effective Date and continuingthrough 24 months, unless terminated earlyunder provisions ofthe CONTRACT, CONTRACTOR willperform tasks as described inthe Project Proposal to reduce emissions from locomotives used for switching inAtlanta for purposes of improving air quality in Georgia. These tasks include:



### A Within 45 days ofexecution ofthe CONTRACT, CONTRACTOR shall provide to the Division a project schedule with specific dates for completing each Project-related task that is consistent withthe timeline provided inthe Project Proposal;

B. CONTRACTOR shall (1) convert twenty (20) Tier 0 or lower locomotives with at least five (5) years expected remaining life ("Original Locomotives") as described in the Project Proposal to ten (10) mother/slug sets, where the "mother" locomotive will be EC0710 3000 horsepower locomotives meeting EPATier 3 switch-duty emission standards or better (i.e., with lower emissions) ("Converted Locomotiyes"), and (2) install locomotive technology to accommodate an electric layover system on the Converted Locomotives and install plug-in stations and associated yard infrastmcture to operate an electric layoverheating system, all as fmiher described inthe Project Proposal. While PM emissions are lowerthan EPATier 3 switch-duty cycle standards require, the EC0710 3000 is cettified to the Tier 3 line-haul duty cycle because it exceeds 2300 horsepower;

C. The CONTRACTOR shall maintain the Converted Locomotives sufficiently to assure each Convetied Locomotive remains operational for a period oftenyears from the date after each Convetted Locomotive is retrofitted (the "Operating Period") and shall operate the Converted Locomotives at least 80% ofeach Converted Locomotive's operational hours in and armmd the Atlanta Terminal as described inthe Project Proposal. The Operating Period and number ofoperational hours may be modified ifthe Converted Locomotive is damaged suchthatthe CONTRACTOR and the DIVISION mutually agree that it can beremoved from service, in which event CONTRACTOR shall be deemed to have satisfied its obligations under this CONTRACT with respect to such Converted Locomotive(s). The Division acknowledges that the Converted Locomotives may leave the Atlanta Tenninal for 92-day Federal Railroad Administration inspections and othermaintenance, for Positive Train Control installation, or for other logistical contingencies. The Division understands that the CONTRACTOR does not permanently assign locomotives to particularyards, and actual locomotives required for switching will vary fi'om 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 Convetied Locomotives that are removed from the fleet due to damage or inoperability. Theten-year period for each Convetted Locomotive will start
onthe date thatthe Convetted Locomotive is placed into revenue service. The CONTRACTOR shall not sell any Convetted Locomotive until the Operating Period has

Page A-1 of 3passed or the Converted Locomotive has been determined to be damagedbeyondrepair
orpe1manently inoperable.

D. Initial Report: Before converting thelocomotives, the CONTRACTOR shall submit an initial repmi containing the following information: (1) Work scope as provided inthe ProjectProposal. (2) Estimated emissions reductions. This estimate mayuse data asprovided inthe Project Proposal ifthere have been no changes in emissionlevels ofthe original and conve1ied locomotives from the Proposal.

E. Post ConversionReport: The CONTRACTOR shall submit a post conversionrepmi within one month (30 days) after each locomotive mother/slug unit isplaced into service inthe Atlanta Terminal. Thereport shall containthe following: (1) Estimated emissions levels, whichmay includeregulatory tier requirements. (2) Locomotive numbers for the Original Locomotives and the Conve1ied Locomotives. (3) Pictures showing major components installed during the conversion. (4) ·Pictures ofthe completed Conve1ied Locomotives and their emissions labels. (5) Ce1iificationlassurance that emissions critical components wereproperly installed
on the Converted Locomotives and are inworking condition. (6) Iftheproposedtime for completing the conversion is exceeded, an explanation of the delay.

F. Running repmis will be submitted every six months for the first two years (commencing within six months after submission ofthepost conversion report) and annually for eight years thereafter. These reports maybe combined for the locomotives conve1ied under this CONTRACT. The running rep01is will contain the following information: (1) Estimated emissions and fuel consumption, whichmay include estimates or calculations based on known information including data fi·om theProject Proposal. (2) Description or confirmation ofgeneral operatingpattems ofthe Converted Locomotives

. (3) Cetiification or assurance ofproper operation and maintenance ofthe Conve1ied Locomotives, inpruiicular the emissions critical components.

G. The CONTRACTOR shall submit anyreports to the Division by electronic mail (e-mail) and shall provide two copies ofthereports in the e-mail with one inMicrosoft Word format and the secondin a PDF format. The CONTRACTOR shall submit a hard copy ofthe report uponthe Division's request.

H. Notwithstanding anything to the contrru-y herein, in the Project Proposal or in the Request for Applications, CONTRACTOR shall have no obligationto conduct extra-operational studies or investigations or to generate data not generated inthe normal course of business in orderto compile the reports above or any other informationrequested bythe Division under this CONTRACT. Fmiher, the Division aclmowledges the reporting limitations as setforth inthe Project Proposal, and CONTRACTOR shall not be required to prepare or submit any data or informationthat is contrru-y to those limitations. Specifically, butnot by way oflimitation, CONTRACTOR does not determine actual
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### of3fuel usage by locomotive and as such cannot determine actual fuel used by each Converted Locomotive, and CONTRACTOR cannot determine ortrack actual duty cycle
overthe Operating Period for each Converted Locomotive. The CONTRACTOR will
use estimates for such determinations and may use best available infmmation, which may include engineering estimates based onlmowledge and experience ofsuch operations.



### I. CONTRACT funds will coverup to 70%ofthetotal cost ofthe Project and will be distributed to the CONTRACTORincrementally (not more than onceper annual qumter) following completion ofconversiontask(s), provided the match has been satisfied for the incremental distribution.

J. The CONTRACTOR shall only invoice the Division for expenses eligible for award funding. As pmt ofthe invoice, the CONTRACTOR shall cettify each task thathas been completed. Upon completion ofthe Project, the CONTRACTOR shall submit a final invoice requesting up to the remaining funds for any unpaid task expenses provided that the total grant distribution for this project does notexceed sixteenmillion, four hundred thirty-eight thousand dollars ($16,438,000.00). The final invoice shall provide all the information as requested in the Method ofPayment section ofthe CONTRACT.



### K. The CONTRACTOR shall only invoice the Division for eligible expenses resulting from the Converted Locomotive conversions as pmt ofcompleting tasks as described bythe CONTRACTOR's Project schedule (Exhibit B).



### L. The CONTRACTORmay not seekreimbursement or cost share consideration for certain ineligible cost, which would include management or similar fees used to accumulate and
reserve funds for ongoing business expenses, unforeseen liabilities, or for other simi!m· costs. The CONTRACTORmay not seek fees for consultants in excess offive hundred eighty-seven dollars and twenty cents ($587.20) per day nor seventy-thtee dollars and fmty cents ($73.40) perhour.

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