Scope ofWork Exhibit A CSXTransportation, Inc. Scope ofWorkfor Switch-DutyLocomotive Conversions in Atlanta, Georgia

Upon execution ofthe contract and continuing through 24 months, unless terminated early under provisions ofagreement, Contractor will perfmmtasks as described in ExhibitB to reduce emissions fi·om locomotives used for switching inAtlanta for purposes ofimproving 

### air quality in Georgia. These tasks include: A Within 45 days ofexecution ofagreement, Contractor shall provide to the Division a project schedule with specific dates for completing eachprojectrelated taskthat is consistent withtimeline provided in Contractor's project application; 

### B. Contractor shall convert, as described more fully in Section 2 Locomotive Rail Yard Location and Operation and the "Locomotive Conversion" paragraphtherein ofExhibit B, 6locomotives fium Tier 0or a lowerrating as desc1ibed in the Project Proposal (Exhibit B) to 3000 horsepower locomotives meeting EPA Tier 3Line-haul and Tier 2 Switch emission standards or better (i.e. with lower emissions); C. The contractor shall maintain the locomotives sufficiently to assure the technology remains operational for at least ten years and operate the locomotives at least 80% oftheir operating time in the AtlantaPM2.5urban core nonattainment counties, as depicted in Figure I on page 8 ofthe July 13, 2012 Request for Applications unless the locomotive is damaged beyond repair or becomes permanently inoperable. The contractor shall inform the Division ofall locomotives that are converted as pmt ofthis agreement that are removed fi·om the fleet due to dan1age or inoperability. The ten-year period will start on the date that the conve1ied locomotives are operational in their assigned yards and all tasks in tllis Scope ofWork have been completed other than submission ofthe required reports. The contractor shall not sell the equipment until the ten-yem operational periodhas passed or Division deems equipment non-operational. D. Repmting requirements for each conve1ted locomotive will include: (1) An i1litial repmt before the locomotive is converted, (2) A repmi within one month after completion ofthe conversion(s), (3) Arepmi each 

### 6months for the first two yem·s ofoperation ofthe converted locomotive (witllin one month ofcompleting the six-month pe1iod) and ( 4) Areport once per yem for the remaining period ofcommitment (within one month ofcompleting the year peliod). The Contractor shall subnlitrepmis to the Divisionby electronic mail (e-mail) and shall provide two copies ofthe repmts in the e-mail with one in Microsoft Word fo1mat and

A-1 of3 

### 11the second in a PDF format. The Contractor shall submit ahard copy ofthe report upon the Division's request. E. The repmts will include the following components: (1) Initial report: 

### a The initial repmtwill contain manufacturer's data regarding the activity, emissions, and fuel use for the locomotive to be convetted/replaced. (2) Post conversion repmt: a A description ofexpected emission levels based on the equipment installed. b. Cettification/assmance thatthe equipment was properly installed and is in working condition and confitmation ofpropermaintenance oflocomotives and conversion equipment. c. A description ofthe provisions that ensure enforcement ofwarranty claims against vendors ifproblems arise. d Ifthe proposed time for completing the conversion is exceeded, provide a description and explanation ofthe delay. (3) Six months descriptive operation reports (four repmts; one each six months for the first two years ofoperation). a. Contractor will make reasonable, good faith efforts to track and compile, to the extent available, the following: 1. Activity, emissions, and estimated fuel use infmmation for the convetted/replaced locomotive. ii. Description or confitmation ofoperating pattems, including confitmation ofthe use ofthe converted locomotives inthe designated areas during the reporting period. iii. Certification/assmance ofproper operation and maintenance ofthe locomotive and emissions control equipment. b. In the event oftracking system failme, Contractor will provide the infonnation gathered, averaged overthe length ofthe repmting period. (4) Annual normal operationrepmts (beginning inyear three): a Activity, emissions, and estinmted fuel use information. b. Description or confilmation ofoperating patterns, including confumation ofthe use ofthe convetted locomotives in the designated areas duril1g the repmting period. c. Certification/assmance ofproper operation and maintenance ofthe locomotive and emissions control equipment. Contractor mustrepmt ifthere have been any changes in operating pattems that would cause significant differences in activity data, deviance fi·om the contractual agreements, or need for unexpected maintenance or repair beyond nmmal expectations that would cause the locomotive to be removed fi·om service for extendedperiods oftime and must detail the cause. Ifthe locomotive became inoperable and was unable to be repaired, it must be repmted within sixty (60) business days after the final detennination by the locomotive owner (Grantee). To the extent the repmting requirements set fmth above differ fi·om the repmtil1g elements as described in the July 13, 2012 Request for Applications, the provisions in this Scope ofWork control.

A-2o:f3

12F. Contractor will take reasonable measures to protect its rights under any applicable vendor wananties in accordance with contractual rights and federal regulations. Funds must be returned to the Division ifContractor fails to complete the conversion ofthe locomotive(s).

G. Within 30 days after completing all projecttasks as described inthe Contractor's project schedule and after strutup ofthe six convmted locomotives, butno later than twenty-four (24) months after the effective date ofthis contract, the Contractor shall submit aPost Conversion Surnmruy repmt that includes the overall project description, final pictures of the locomotives, verification that the provisions ofthis CONTRACThave been met, success stories relatedto this project, shottcomings or obstacles thathad to be overcome to mal<e this project successful, and lessons leamed while completing this project. The Contractor shall submitthis repmt to the Division by electronic mail (e-mail) a11d shall provide two copies ofthe repmts in the e-mail with one in Microsoft Word format and the second in a PDF fmmat. The Contractor shall submit a hard copy ofthe repmt upon the Division's request. H. Contract funds will cover up to 70% ofthe total locomotive conversion cost and will be distributed to the Contractorincrementally (not more than once per a1111ual qurutet) following completion ofconversiontask(s), provided the match has been satisfied for the incremental distribution.
I. The Contractor shall only invoice the Division for expenses eligible for award funding. As prut ofthe invoice, the Contractor shall cettify eachtask thathas been completed a11d provide picture updates ofany significant visible progress. Upon completion ofthe project, the Contractor shall submit a fmal invoice requesting up to the remaining funds for any unpaid task expenses for work completed during the projectperiod, provided that the total grant distribution for this project does not exceed $7,560,000. The final invoice shall provide all the infotmation as requested in Method ofPayment section ofcontract. 

### J. The Contractor shall only invoice the Division for eligible expense resulting fi'om the locomotive conversions as prut ofcompleting tasks as described by the Contractor's project schedule (Exhibit B).

- K. The Contractor may not seekreimbursement or cost share consideration for certain ineligible cost, which would include ma11agement or similar fees used to accumulate a11d reserve funds for ongoing business expenses, urtforeseen liabilities, or for other similar costs. The Contractor may not seek fees for consultants in excess offive hundred eightyseven dollars and twenty cents ($587.20) per day nor seventy-three dollars rutd forty cents ($73 .40) per hour

A-3ofJ

13