REQUEST FOR PROPOSALS FOR

MOBILE CASHLESS TOLLING SERVICE

ISSUING OFFICE

Pennsylvania Turnpike Commission

Office of Information Technology

RFP 17-10340-7782

Date of Issuance

May 2, 2017

REQUEST FOR PROPOSALS FOR

MOBILE CASHLESS TOLLING SERVICE 17-10340-7782

TABLE OF CONTENTS

Part I - GENERAL INFORMATION FOR PROPOSERS 1 Part II - INFORMATION REQUIRED FROM PROPOSERS 8 Part III - CRITERIA FOR SELECTION 14 Part IV - WORK STATEMENT 16 APPENDIX A STANDARD AGREEMENT APPENDIX B PROPOSER QUESTIONS FORM APPENDIX C PROPOSAL COVER SHEET APPENDIX D DIVERSE BUSINESS (DB) REQUIREMENTS APPENDIX E INSURANCE SPECIFICATION APPENDIX F COST BREAKDOWN APPENDIX G USE CASES APPENDIX H USE CASES RESPONSE MATRIX

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PART I

GENERAL INFORMATION FOR PROPOSERS I-1. Purpose. This request for proposals (RFP) provides interested Proposers with sufficient information to enable them to prepare and submit proposals for consideration by the Pennsylvania Turnpike Commission (Commission) to satisfy a need for mobile cashless tolling. I-2. Issuing Office. This RFP is issued for the Commission by the Information Technology Department. I-3. Scope. This RFP contains instructions governing the proposals to be submitted and the material to be included therein; a description of the service to be provided; requirements which must be met to be eligible for consideration; general evaluation criteria; and other requirements to be met by each proposal. I-4. Problem Statement. The Commission is the fourth largest (mileage) and fifth largest (revenue) toll authority in the U.S. The Turnpike includes more than 500 miles of roads and bridges and 91 interchanges in a variety of configurations. Depending on the season, the Turnpike system processes between 11 million and 14 million transactions per month, of which 85 percent are for Class 1 (passenger) vehicles. Class 1 travel represents approximately 60 percent of total tolls. Toll revenue for fiscal year 2016 was slightly over $1 billion. Historically, the Commission has collected tolls via cash, credit card, and E-ZPass transponder. In 2016, the Commission reconfigured one tolling location into an All-Electronic Tolling (AET) environment, with non-transponder revenue collected via TOLL BY PLATE mailing instead of cash. The Commission plans to implement the AET/TOLL BY PLATE model at other interchanges in coming years and has a long-term objective of converting all facilities to cashless tolling. As a separate initiative, the Commission is interested in identifying and implementing a Mobile Cashless Tolling (MCT) service to expedite the transition to cashless tolling. At present, E-ZPass represents the lowest cost means of traveling on the Turnpike, and the Commission will continue to promote E-ZPass as the optimal and preferred means of toll payment. Approximately 70 percent of toll revenue is collected via E-ZPass. The new MCT method of payment is therefore intended to supplant the 30 percent of revenue that would otherwise occur as a non-E-ZPass transaction (i.e., cash or TOLL BY PLATE). The MCT service is not intended to compete with E-ZPass. The service must make use of mobile technology to ascertain vehicle location, which is a primary determinant for toll calculation. The current toll schedule is available on the PTC website (https://www.paturnpike.com/toll/tolls.aspx) for Proposer use in calculating tolls to be paid by its customers. The mechanics of calculating and paying tolls will be negotiated with the MCT Service Provider, based on the proposed solution and the interchanges targeted for MCT services. The Commission assumes the MCT Service Provider will mark up the toll or otherwise charge its customers for the service. Price to the consumer is one of the evaluation criteria of this RFP, and the Commission will review the MCT Service Providers public pricing as part of evaluating proposals. The Commission understands that the technology used for mobile cashless payment is relatively new. The Commission will work with the MCT Service Provider to determine the optimal implementation strategy to minimize risk and maximize revenue for both parties. The Commission also desires to minimize impact on its own back office operations. Part IV Work Statement provides specific requirements for the MCT service, including validation required as part of testing the MCT service on Commission toll roads. Evaluation criteria appear in Section III-4.

https://www.paturnpike.com/toll/tolls.aspx

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I-5. Type of Contract. It is proposed that if a contract is entered into as a result of this RFP, the Commission expects to receive, at minimum, the E-ZPass toll rate. The Commission expects that the proposer will recover its costs of implementing the MCT service though alternative means, including but not limited to its customer fee model or other methodology. The Commission may in its sole discretion undertake negotiations with Proposers whose proposals as to price and other factors show them to be qualified, responsible, responsive, and capable of performing the work. A sample Contractual Agreement is provided in Appendix A. I-6. Contractor Integrity Provisions. Contractor Integrity Provisions will apply to this contract upon award, and the MCT Service Provider may be required to complete a Background Qualifications Questionnaire prior to entering into an Agreement with the Commission and to attend annual ethics training provided by the Commission. Proposers can find these two documents on the Commissions website at www.paturnpike.com (Doing Business, General Information, Integrity Provisions). Include full disclosure of any potential conflict with the State Adverse Interest of State Advisor or Consultant Statute by the prime or any subconsultant. If there is no adverse interest you shall include the following statement: "I have reviewed the State Adverse Interest Statute and determined that there is no adverse interest for anyone on this Agreement team." This information should be included in your transmittal letter/cover page or executive summary. I-7. Rejection of Proposals. The Commission reserves the right to reject any and all proposals received as a result of this request, or to negotiate separately with competing Proposers. I-8. Subcontracting. Any use of subcontractors by a Proposer must be identified in the proposal. During the contract period, use of any subcontractors by the selected Proposer, which were not previously identified in the proposal, must be approved in advance in writing by the Commission. If a Joint Venture responds to this RFP, the Commission will not accept separate proposals from joint venture constituents. A firm will not be permitted to submit a proposal on more than one (1) joint venture for the same RFP. Also, a firm that responds to this RFP as a prime may not be included as a designated subconsultant to another firm that responds to the same RFP. Multiple responses under any of the forgoing situations will cause the rejection of all responses of the firm or firms involved. This does not preclude a firm from being set forth as a designated subconsultant to more than one prime consultant responding to the RFP. I-9. Incurring Costs. The Commission is not liable for any costs the Proposer incurs in preparation and submission of its proposal, in participating in the RFP process, or in anticipation of award of contract. I.10. Questions and Answers. Written questions may be submitted to clarify any points in the RFP which may not have been clearly understood. Written questions should be submitted by email to RFP-Q@paturnpike.com with RFP 16-10340-7782 in the subject line to be received no later than 2:00 PM local time on Wednesday, May 17, 2017. Proposers shall use the form provided in Appendix B Proposer Questions Form to submit the questions. All questions and written answers will be posted to the website as an addendum to and become part of this RFP. I-11. Addenda to the RFP. If it becomes necessary to revise any part of this RFP before the proposal response date, addenda will be posted to the Commissions website under the original RFP document. It is the responsibility of the Proposer to periodically check the website for any new information or addenda to the RFP. The Commission may revise a published advertisement. If the Commission revises a published advertisement less than ten days before the RFP due date, the due date will be extended to maintain the minimum ten-day advertisement duration if the revision alters the project scope or selection criteria.

http://www.paturnpike.com/mailto:RFP-Q@paturnpike.com

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Firms are responsible to monitor advertisements/addenda to ensure the submitted proposal complies with any changes in the published advertisement. I-12. Response. To be considered, proposals must be delivered to the Commissions Contracts Administration Department, Attention: Wanda Metzger, on or before 2:00 PM local time on Tuesday, June 13, 2017. Faxed or emailed proposals will not be accepted. The Commission is located at 700 South Eisenhower Boulevard, Middletown, PA 17057 (street address). Our mailing address is P. O. Box 67676, Harrisburg, PA 17106.

Please note that use of U.S. Mail, FedEx, UPS, or other delivery method does not guarantee delivery to the Contracts Administration Department by the above listed time for submission. Proposers mailing proposals should allow sufficient delivery time to ensure timely receipt of their proposals. If the Commission office location to which proposals are to be delivered is closed on the proposal response date, due to inclement weather, natural disaster, or any other cause, the deadline for submission shall be automatically extended until the next Commission business day on which the office is open. Unless the Proposers are otherwise notified by the Commission, the time for submission of proposals shall remain the same.

I-13. Proposals. To be considered, Proposers should submit a complete response to this RFP, using the format provided in PART II. Each proposal should be submitted in eight (8) hard copies of the Technical Submittal, eight (8) hard copies of the Diverse Business (DB) participation submittal, and eight (8) hard copies of the Cost Submittal. In addition to the hard copies of the proposal, Proposers shall submit two complete and exact copies of the Technical, Cost, and DB submittals, along with all requested documents on CD-ROM or Flash Drive in Microsoft Office or Microsoft Office-compatible format. The electronic copy must be a mirror image of the hard copy. Proposers should ensure that there is no costing information in the Technical submittal. The CD or Flash drive should clearly identify the Proposer and include the name and version number of the virus scanning software that was used to scan the CD or Flash drive before it was submitted. The Proposer shall present the proposal to the Contracts Administration Department only. No other distribution of proposals will be made by the Proposer. Each proposal page should be numbered for ease of reference. An official authorized to bind the Proposer to its provisions must sign the proposal. If the official signs the Proposal Cover Sheet (Appendix C to this RFP) and the Proposal Cover Sheet is attached to the proposal, the requirement will be met. For this RFP, the proposal must remain valid for at least 120 days. Moreover, the contents of the proposal of the selected Proposer will become contractual obligations if a contract is entered into. Each and every Proposer submitting a proposal specifically waives any right to withdraw or modify it, except as hereinafter provided. Proposals may be withdrawn by written or fax notice (fax number 717- 986-8714) received at the Commissions address for proposal delivery prior to the exact hour and date specified for proposal receipt. Overnight Delivery Address: US Mail Delivery Address: Contracts Administration Department Contracts Administration Department Attn: Wanda Metzger Attn: Wanda Metzger PA Turnpike Commission PA Turnpike Commission 700 South Eisenhower Blvd. P.O. Box 67676 Middletown, PA 17057 Harrisburg, PA 17106 However, if the Proposer chooses to attempt to provide such written notice by fax transmission, the Commission shall not be responsible or liable for errors in fax transmission. A proposal may also be withdrawn in person by a Proposer or its authorized representative, provided his/her identity is made

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known and he/she signs a receipt for the proposal, but only if the withdrawal is made prior to the exact hour and date set for proposal receipt. A proposal may only be modified by the submission of a new sealed proposal or submission of a sealed modification which complies with the requirements of this solicitation. I-14. Economy of Preparation. Proposals should be prepared simply and economically, providing a straightforward, concise description of the Proposers ability to meet the requirements of the RFP. I-15. Discussions for Clarification. Proposers who submit proposals may be required to make an oral or written clarification of their proposals to the Issuing Office through the Contract Administration Department to ensure thorough mutual understanding and Proposer responsiveness to the solicitation requirements. The Issuing Office, through the Contract Administration Department, will initiate requests for clarification. Proposers may be asked to demonstrate functionality of their proposed service to provide an understanding of the requirements of this RFP and their commitment to the customer. The Commission will select, at its discretion, Use Cases for the Proposer to demonstrate. The Proposers are encouraged to include additional functionality deemed appropriate to further clarify their proposed service. See Appendix G Use Cases Mobile Cashless Tolling. I-16. Best and Final Offers. The Issuing Office reserves the right to conduct discussions with Proposers for the purpose of obtaining best and final offers. To obtain best and final offers from Proposers, the Issuing Office may do one or more of the following: a) enter into pre-selection negotiations; b) request revised proposals. The Issuing Office will limit any discussions to responsible Proposers whose proposals the Issuing Office has determined to be reasonably susceptible of being selected for award. I-17. Prime Proposer Responsibilities. The selected Proposer will be required to assume responsibility for all services offered in its proposal whether or not it produces them. Further, the Commission will consider the selected Proposer to be the sole point of contact with regard to contractual matters. I-18. Proposal Contents. Proposals will be held in confidence and will not be revealed or discussed with competitors, unless disclosure is required to be made (i) under the provisions of any Commonwealth or United States statute or regulation; or (ii) by rule or order of any court of competent jurisdiction. All material submitted with the proposal becomes the property of the Pennsylvania Turnpike Commission and may be returned only at the Commissions option. Proposals submitted to the Commission may be reviewed and evaluated by any person other than competing Proposers at the discretion of the Commission. The Commission has the right to use any or all ideas presented in any proposal. Selection or rejection of the proposal does not affect this right. In accordance with the Pennsylvania Right-to-Know Law (RTKL), 65 P.S. 67.707 (Production of Certain Records), Proposers shall identify any and all portions of their Proposal that contains confidential proprietary information or is protected by a trade secret. Proposals shall include a written statement signed by a representative of the company/firm identifying the specific portion(s) of the Proposal that contains the trade secret or confidential proprietary information. Proposers should note that trade secrets and confidential proprietary information are exempt from access under Section 708(b)(11) of the RTKL. Section 102 defines both trade secrets and confidential proprietary information as follows:

Confidential proprietary information: Commercial or financial information received by an agency: (1) which is privileged or confidential; and (2) the disclosure of which would cause substantial harm to the competitive position of the person that submitted the information.

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Trade secret: Information, including a formula, drawing, pattern, compilation, including a customer list, program, device, method, technique, or process that: (1) derives independent economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The term includes data processing software by an agency under a licensing agreement prohibiting disclosure. 65 P.S. 67.102 (emphasis added). The Office of Open Records has determined that a third party must establish a trade secret based upon factors established by the appellate courts, which include the following:

the extent to which the information is known outside of his business; the extent to which the information is known by employees and others in the business; the extent of measures taken to guard the secrecy of the information; the value of the information to his business and to competitors; the amount of effort or money expended in developing the information; and the ease of difficulty with which the information could be properly acquired or duplicated by others. See Crum v. Bridgestone/Firestone North Amer. Tire., 907 A.2d 578, 585 (Pa. Super.

2006).

The Office of Open Records also notes that with regard to confidential proprietary information the standard is equally high and may only be established when the party asserting protection shows that the information at issue is either commercial or financial and is privileged or confidential, and the disclosure would cause substantial competitive harm. (emphasis in original).

For more information regarding the RTKL, visit the Office of Open Records website at www.openrecords.state.pa.us.

I-19. Debriefing Conferences. Proposers whose proposals are not selected will be notified of the name of the selected Proposer and given the opportunity to be debriefed, at the Proposers request. The Issuing Office will schedule the time and location of the debriefing. The Proposer will not be compared with other Proposers. I-20. News Releases. News releases pertaining to this project will not be made without prior Commission approval, and then only in coordination with the Issuing Office. I-21. Commission Participation. Unless specifically noted in this section, Proposers must provide all services to complete the identified work. Proposers shall indicate participation by Commission personnel in terms of tasks and timing, if needed. Please note: The Commission wishes to minimize impact on its existing operations and staff. The Commission will provide space for meetings. I-22. Cost Submittal. The Cost Submittal shall be placed in a separately sealed envelope within the sealed proposal and kept separate from the Technical Submittal.

http://www.openrecords.state.pa.us/

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I-23. Term of Contract. The term of the contract will commence on the Effective Date (as defined below) and will end three years after the effective date. At the discretion of the Commission, the contract may be extended for two, one-year periods. The Commission shall fix the Effective Date after the contract has been fully executed by the Contractor and by the Commission and all approvals required by Commission contracting procedures have been obtained. I-24. Proposers Representations and Authorizations. Each Proposer by submitting its proposal understands, represents, and acknowledges that:

a. All information provided by, and representations made by, the Proposer in the proposal are material and important and will be relied upon by the Issuing Office in awarding the contract(s). Any misstatement, omission or misrepresentation shall be treated as fraudulent concealment from the Issuing Office of the true facts relating to the submission of this proposal. A misrepresentation shall be punishable under 18 Pa. C.S. 4904.

b. The price(s) and amount of this proposal have been arrived at independently and without consultation, communication, or agreement with any other Proposer or potential Proposer.

c. Neither the price(s) nor the amount of the proposal, and neither the approximate price(s) nor the approximate amount of this proposal, have been disclosed to any other firm or person who is a Proposer or potential Proposer, and they will not be disclosed on or before the proposal submission deadline specified in the response section of this RFP.

d. No attempt has been made or will be made to induce any firm or person to refrain from submitting a proposal on this contract, or to submit a proposal higher than this proposal, or to submit any intentionally high or noncompetitive proposal or other form of complementary proposal.

e. The proposal is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any firm or person to submit a complementary or other noncompetitive proposal.

f. To the best knowledge of the person signing the proposal for the Proposer, the Proposer, its affiliates, subsidiaries, officers, directors, and employees are not currently under investigation by any governmental agency and have not in the last four (4) years been convicted or found liable for any act prohibited by State or Federal law in any jurisdiction, involving conspiracy or collusion with respect to bidding or proposing on any public contract, except as disclosed by the Proposer in its proposal.

g. To the best of the knowledge of the person signing the proposal for the Proposer and except as otherwise disclosed by the Proposer in its proposal, the Proposer has no outstanding, delinquent obligations to the Commonwealth including, but not limited to, any state tax liability not being contested on appeal or other obligation of the Proposer that is owed to the Commonwealth.

h. The Proposer is not currently under suspension or debarment by the Commonwealth, or any other state, or the Federal government, and if the Proposer cannot certify, then it shall submit along with the proposal a written explanation of why such certification cannot be made.

i. The Proposer has not, under separate contract with the Issuing Office, made any recommendations to the Issuing Office concerning the need for the services described in the proposal or the specifications for the services described in the proposal.

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j. Each Proposer, by submitting its proposal, authorizes all Commonwealth agencies to release to the Commission information related to liabilities to the Commonwealth including, but not limited to, taxes, unemployment compensation, and workers compensation liabilities.

I-25. Indemnification. The Proposer shall be responsible for, and shall indemnify, defend, and hold harmless the Commission and its Commissioners, officers, employees, and agents from any claim, liability, damages, losses, causes of action, and expenses, including reasonable attorneys fees, arising from damage to life or bodily injury or real or tangible personal property caused by the negligence or other tortious acts, errors, and omissions of Proposer, its employees, or its subcontractors while engaged in performing the work of the Agreement or while present on the Commissions premises, and for breach of the Agreement regarding the use or nondisclosure of proprietary and confidential information where it is determined that Proposer is responsible for any use of such information not permitted by the Agreement. The indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor or its subcontractors under Workers Compensation Acts, Disability Benefits Acts, or other Employee Benefit Act.

I-26. Diverse Business (DB) Requirements. Proposer will comply with the DB Requirements as described in Appendix D Diverse Business (DB) Requirements.

I-27. Insurance. Proposer will comply with the Insurance requirements as described in Appendix E - Insurance Specification.

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PART II

INFORMATION REQUIRED FROM PROPOSERS

Proposals must be submitted in the format, including heading descriptions, outlined below. To be considered, the proposal must respond to all requirements in this part of the RFP. Any other information thought to be relevant, but not applicable to the enumerated categories, should be provided as an attachment to the proposal. All cost data relating to this proposal and all Diverse Business cost data should be kept separate from and not included in the Technical Submittal. Each proposal shall consist of three separately sealed submittals: 1. Technical Submittal, which shall be a response to RFP Part II-1, Sections A through H; 2. Diverse Business Participation Submittal, in response to RFP Part II-2; and 3. Cost Submittal, in response to RFP Part II-3. The Commission reserves the right to request additional information which, in the Commissions opinion, is necessary to assure that the Proposers competence, number of qualified employees, business organization, and financial resources are adequate to perform according to the RFP. The Commission may make such investigations as deemed necessary to determine the ability of the Proposer to perform the work, and the Proposer shall furnish to the Issuing Office all such information and data for this purpose as requested by the Commission. The Commission reserves the right to reject any proposal if the evidence submitted by, or investigation of, such Proposer fails to satisfy the Commission that such Proposer is properly qualified to carry out the obligations of the agreement and to complete the work specified.

II-1. Technical Submittal. A. Proposal Cover Sheet (Appendix C)

Show the name of your firm, Federal I.D. number, address, name of contact person, contact persons email and telephone number date and the subject: MOBILE CASHLESS TOLLING SERVICES, RFP#: 17-10340-7782. Appendix C must be signed by an individual who is authorized to negotiate terms, render binding decisions, and commit your firms resources. In addition, it is required that all information requested in Appendix C be provided including information pertaining to location of office performing the work, contact information, listing of all Pennsylvania offices and total number of Pennsylvania employees, and location of company headquarters.

B. Table of Contents Include a clear identification of the material by section and by page number.

C. Executive Summary Summarize your understanding of the work to be done and make a positive commitment to perform the work necessary. This section should summarize the key points of your submittal (two-page limit). Include in this section or in a transmittal letter/cover page a statement regarding full disclosure of any potential conflict with the State Adverse Interest of State Advisor or Consultant Statute as instructed in Proposal Section I.6 Contractor Integrity Provisions.

D. Firm Overview Provide a brief history and description of your firms business organization and its mobile cashless tolling expertise and experience as it relates to the requirements discussed in Part IV of

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this RFP. Include the location of offices and the number and types of technical personnel, consultants, or other relevant professional staff in each office. Include a discussion of the specific expertise and services that distinguish your firm. Please discuss your firms presence in and commitment to the Commonwealth of Pennsylvania and identify any prior experience with the Commonwealth of Pennsylvania or the Commission.

E. Personnel Provide the names, proposed roles, background and experience, current professional licenses, office location, and availability of the consulting personnel that would perform the services to meet the requirements as described in Part IV of this RFP. Specifically identify the primary person who will be responsible for managing the relationship with the Commission during this endeavor. Also identify any key personnel and their role on the project. Proposers must submit a current rsum for all proposed staff listing relevant experience and applicable professional affiliations. Limit rsums to three (3) pages each.

F. Relevant Experience and Expertise Provide a narrative statement regarding your mobile cashless tolling expertise and experience as it relates to Part IV of this RFP. Additionally, include a statement regarding your understanding of the requirements as outlined in this RFP and your ability to provide the services in accordance with the same. Describe your firms experience in providing similar mobile cashless tolling implementation services to other clients, especially other tolling agencies/authorities and/or similar public/private sector transportation organizations. Describe the business practices that enable you to complete these tasks in an efficient, timely and, at times, expeditious manner. Provide three reference project descriptions and reference contact information of clients for which your firm has performed similar work, as described in this RFP, within the past three years. Provide organization, name, title, phone, and email address for reference contacts. Identify any partners or technology vendors whose products are used to provide the MCT service. Technical dependencies should then be described in response to Part IV-3.(1)(A) Prerequisite Components. Identify the banking/financial institution that will be processing payments. Include a signed letter (or other form of acknowledgement) from that institution, affirming their role. Include a statement regarding any other specialized services or unique cashless tolling service your firm may offer.

G. Approach Provide a description of the proposed approach/methodology that you will follow, along with a project plan and realistic timeline that identifies the phases and tasks required to complete the services defined in Part IV. Proposers are asked to respond to each section of Part IV, as briefly and clearly as possible. RFP text including must or shall shall be considered definitive requirements. RFP text including may or should represent the Commissions vision of how the MCT service might execute or a potential for an additional application or functional development. In the case of an additional app or functionality the Proposer is expected to provide all information necessary as outlined in Section II. Please follow the structure of Part IV in responding to this section of the RFP:

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IV-1 Objectives: Please confirm your understanding of the objectives and articulate an implementation strategy to support them. IV-2. Nature and Scope of the Project. Please use this section to present major issues to be resolved in planning the implementation. The Commission anticipates discussing/addressing them during oral presentations or other BAFO activity. IV-3. Requirements. Proposers must provide a comprehensive description of the MCT product/service. Please respond in narrative form to each numbered/lettered requirement, highlighting how the proposed MCT service addresses the requirement. Proposers can use the narrative of this section to describe alternate means of addressing a requirement. For reference, Appendix G provides multiple use case scenarios. Proposers may reference specific scenarios in their response, if desired. Proposers should be prepared to demo or otherwise explain specific functionality proposed. In addition, Proposers must complete the matrix in Appendix H Use Cases Response Matrix and attach it to their proposal. In addition, Proposers should separately attach their standard verbiage for a consumer contract, if available. Note: In this section Part IV-3, please refrain from discussing the tasks associated with implementing the MCT service; this section should focus on the MCT product/service as it will execute in its final form, with task narrative in response to Part IV-4. Please also refrain from quoting specific prices, markup, or other fees in this section. Cost data is not allowed in the Technical Proposal. IV-4. Tasks. Please use this section of the RFP response to describe the tasks needed to execute the project, using the task descriptions as a reference point and expanding for specific tasks needed to implement the MCT successfully. The Proposer must provide a draft work breakdown structure (WBS) of their Implementation Plan addressing testing, quality assurance, and rollout.

(1) Initiating Tasks These tasks must be completed as part of project initiation. Proposers must submit draft narrative with their proposal.

(A) Project Charter Please provide a high-level Project Charter with your proposal, describing project objectives and roles and responsibilities of both parties. This may be in-line or separately attached to the proposal. Both parties will identify specific stakeholders as part of project initiation.

(B) Methodology Please summarize your methodology for implementing the MCT service and for managing it after implementation.

(C) Project Work Breakdown Structure (WBS) Proposers must submit a WBS as part of their proposal and use it as the basis for negotiating the final contract and proceeding with implementation. The WBS may be inserted in-line in the proposal or attached separately.

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(2) Planning Tasks In submitting their proposals, Proposers must outline or submit a draft Project Management Plan (PMP) for the initiative. The final PMP will incorporate relevant text from this RFP, the proposal, and items resolved in contract negotiation. The narrative of the proposal response must describe how the Proposer intends to finalize the PMP. The PMP must address the following topics:

(A) Project Scope Please state your understanding of major scope boundaries for the project, based on your understanding of goals and objectives.

(B) Requirements This section should be blank, submitted as a placeholder. The Proposers final response to RFP Section IV-3. Requirements will be inserted into this section of the PMP.

(C) Schedule This section should be blank, submitted as a placeholder. The Commission anticipates collaboratively developing a baseline schedule as part of contract negotiation; this schedule can then become part of the final PMP.

(D) Cost This section should be blank, submitted as a placeholder in the Technical Proposal.

(E) Quality The Proposer must describe quality initiatives used to confirm all aspects of the MCT service during the implementation period and during the operational period.

(F) Human Resources The Proposer must describe staffing requirements for the implementation, including anticipated use of Commission staff. The Commission is responsible for managing its own staff.

(G) Communication The Proposer must outline its strategy for communications. The final version of the PMP will incorporate relevant segments of the Proposers response to Section IV-5.

(H) Risk Please identify the top 3-5 risks to the project and ways that both parties can mitigate them.

(I) Procurement Please describe procurement requirements, if any, for the implementation.

(J) Change Management Proposers must describe their process for change management, including approval processes for both parties.

(K) Stakeholders This section should be blank, submitted as a placeholder. The final PMP will list stakeholders identified in the Project Charter.

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(3) Executing Tasks, (4) Monitoring and Controlling Tasks, and (5) Closing Tasks Please respond to task descriptions in Part IV Work Statement. IV-5. Reports and Project Control. Please describe project controls and reports to be provided by the Proposer. These are presented as IV-5 Implementation Reports (prior to go-live), followed by Steady State Operations (ongoing reports, after the MCT service is in production).

H. Capacity to Perform and Financial Capability Describe the capabilities of the Contractor to provide the services for the Commission. This should include a discussion of any uncompleted projects and/or contractual commitments to other clients that will affect your ability to deliver the products and services outlined in this RFP. Contractor should provide a summary of current and future client commitments and include details on completion dates. Identify the percentage of the services that will be performed utilizing your own equipment and facilities, and the percentage of the work that will be subcontracted, if any. In order for the Commission to evaluate the Contractors financial capability, please answer the following questions: 1. Provide a copy of your firms financial statements (balance sheet and income statement) for

the last three (3) years 2014, 2015, 2016. If unable to meet this requirement, explain why you cannot. Tax returns may be substituted for financial statements.

2. What is the distribution of your firms annual sales revenue over the last two (2) years across Federal, State, Local government and commercial accounts?

3. For each of the last two (2) years, list your top five (5) customers by revenue. 4. Provide the value of your firms mobile cashless tolling accounts for the last two (2) years. 5. Has your firm or any of its principals ever petitioned for bankruptcy? If yes, explain. 6. Has your firm ever been terminated for poor performance on a contract awarded to you? If

yes, explain. 7. Are there any judgments, claims, arbitration proceedings, or suits pending or outstanding

against your firms? If yes, explain. 8. Has your firm filed any lawsuits, submitted claims or been involved in any litigation with

regard to your contract activity within the last ten (10) years? If yes, explain. 9. Has your firm been debarred in any state? If yes, explain.

II-2. Diverse Business (DB) Requirements (Appendix D).

The Commissions DB Requirements for this procurement and a resulting contract are identified in Appendix D. There is no minimum participation level (MPL) for DBs established for this contract. However, the utilization of DBs is encouraged and will be considered as a criteria in the evaluation of proposals and may be considered as a factor in the Commissions selection of a firm for this contract. The proposer must include in its DB participation submittal that it meets the requirements set forth in the Commissions DB Requirements Appendix D. In particular, the proposer shall address the section of the DB Requirements labeled, Actions Required by Proposer during the procurement/consultant selection phase. In addition, the DB participation submittal shall indicate the amount of DB participation incurred in the proposal in terms of dollars committed or percentage of total contract amount.

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II-3. Cost Submittal. The information requested in this section shall constitute your Cost Submittal. THE COST SUBMITTAL SHALL BE PLACED IN A SEPARATE SEALED ENVELOPE WITHIN THE SEALED PROPOSAL AND ON A CD-ROM, SEPARATE FROM THE TECHNICAL SUBMITTAL. Proposers should not include any assumptions in their Cost Submittals. If the Proposer includes assumptions in its Cost Submittal, the Issuing Office may reject the proposal. Proposers should direct in writing to the Issuing Office pursuant to Part I-10, Questions and Answers of this RFP any questions about whether a cost or other component is included or applies. All Proposers will then have the benefit of the Issuing Offices written answer so that all proposals are submitted on the same basis. The Commission desires minimal impact on existing systems and operations. In order to evaluate impact, the Commission anticipates a variety of pricing models. Proposers shall describe their pricing model(s), including rate derivation, and additional cost to the Commission, if any. Proposers shall include in Appendix F Cost Breakdown, a rate schedule that assures the Commission the E-ZPass revenue, yet incents consumers by discounting the cash rate. Note: rates included in Appendix F Cost Breakdown reflect rates effective January 8, 2017. As part of the Cost Submittal, the Proposer must complete Appendix F - Cost Breakdown. Proposer must follow the instructions provided in the first tab of Appendix F Cost Breakdown. Proposer must also describe their pricing model and justification of additional costs to the Commission in the Cost Submittal. The Appendix F worksheet must be submitted in MS-Excel format (2010 or higher). An exact image of the pricing tabs shall be included in the Cost Submittal. The selected Proposer shall only perform work on the Contract after the Effective Date is affixed and the fully-executed contract sent to the selected Proposer. The Commission shall issue a written Notice to Proceed to the selected Proposer, authorizing the work to begin on a date which is on or after the Effective Date. The selected Proposer shall not start the performance of any work prior to the date set forth in the Notice of Proceed and the Commission shall not be liable to pay the selected Proposer for any service or work performed or expenses incurred before the date set forth in the Notice to Proceed. No Commission employee has the authority to verbally direct the commencement of any work under the Contract.

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PART III

CRITERIA FOR SELECTION

III-1. Mandatory Responsiveness Requirements. To be eligible for selection, a proposal shall be (a) timely received from a Proposer and (b) properly signed by the Proposer. III-2. Technical Nonconforming Proposals. The two (2) Mandatory Responsiveness Requirements set forth in Section III-1 above (a&b) are the only RFP requirements that the Commission will consider to be non-waivable. The Issuing Office reserves the right, in its sole discretion, to (1) waive any other technical or immaterial nonconformity in the proposal, (2) allow the Proposer to cure the nonconformity, or (3) consider the nonconformity in the evaluation of the proposal. III-3. Proposal Evaluation. Proposals will be reviewed, evaluated, and rated by a Technical Evaluation Team (TET) of qualified personnel based on the evaluation criteria listed below. The TET will present the evaluations to the Professional Services Procurement Committee (PSPC). The PSPC will review the TETs evaluation and provide the Commission with the firm(s) determined to be highly recommended for this assignment. The Commission will select the most highly qualified firm for the assignment or the firm whose proposal is determined to be most advantageous to the Commission by considering the TETs evaluation and the PSPCs determination as to each firms rating. In making the PSPCs determination and the Commissions decision, additional selection factors may be considered, taking into account the estimated value, scope, complexity, and professional nature of the services to be rendered and any other relevant circumstances. Additional selection factors may include, when applicable, the following: geographic location and proximity of the firm, firms Pennsylvania presence or utilization of Pennsylvania employees for the assignment; equitable distribution of work; diversity inclusion; and any other relevant factors as determined appropriate by the Commission. Award will only be made to a Proposer determined to be responsive and responsible in accordance with Commonwealth Management Directive 215.9, Contractor Responsibility Program. III-4. Evaluation Criteria. The following criteria (e.g. approach, qualifications and experience, etc.) will be used, in order of relative importance from the highest to the lowest, in evaluating each proposal: 1. Approach

a. Understanding of the Commissions needs and scope of work. b. Soundness of proposed approach, methodology, and deliverables for implementing a mobile

cashless tolling service as it relates to the requirements discussed in Part IV of this RFP. c. Processes for reconciliation, testing, and overall accuracy of MCT service. d. The user experience, ease of use, and added functionality, in part determined through

demonstration. e. Responsiveness to the Commissions desire for expeditious timeline for completion. f. Level of impact on the Commissions current operations. g. Responsiveness, organization, and clarity of Proposal.

2. Proposer and Personnel Qualifications and Experience a. Proposers relevant experience and expertise in implementing MCT services as it relates to the

requirements discussed in Part IV of this RFP. b. Capacity to perform and financial capability of the Proposer to undertake a project of this size. c. Response of references if the Commission elects to solicit them.

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3. Cost While this area may be weighted heavily, it will not normally be the deciding factor in the selection process. The Commission reserves the right to select a proposal based upon all the factors listed above, and will not necessarily choose the firm offering the best price. The Commission will select the firm with the proposal that best meets its needs, at the sole discretion of the Commission. a. Direct cost to the Turnpike, including internal costs to implement the MCT service b. Cost to the Consumer

4. Commitment to Diversity and Inclusion This refers to the inclusion of DB firms, as described in Part II-2. Participation may be measured in terms of total dollars committed or percentage of total contract amount to certified DB firms.

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PART IV

WORK STATEMENT

IV-1. Objectives. a. General. The Commission wishes to implement MCT functionality as a means of toll collection on Commission roadways. This MCT capability aligns with the Commissions enterprise strategy of implementing cashless tolling across all toll facilities. Based on responses to this RFP, the Commission desires to leverage the specific capabilities of the product/service provided by the MCT Service Provider. b. Specific. In releasing this RFP, the Commission has the following specific objectives:

(1) Identify a technically feasible MCT service, based on current or newly available technology (2) Confirm fiscal soundness of the MCT Service Provider and the proposed MCT approach (3) Minimize impact on back office systems and operations, including customer support (4) Minimize risk of toll leakage (5) Sustain use of E-ZPass as the optimal form of toll collection (6) Provide marketing and branding support to foster use of the MCT service while retaining

E-ZPass customer bases IV-2. Nature and Scope of the Project. The Commission desires to implement an MCT capability across all Turnpike facilities based on their current configuration, cognizant of parallel initiatives to reconfigure selected interchanges for AET. Ideally, the Commission and the MCT Service Provider can implement a pilot version of the service at one or more interchanges within several months of project initiation. All interchanges will be tested prior to rollout.

IV-3. Requirements. (1) MCT App The MCT service must include a mobile component that tracks the travel of subscribers and enrolled vehicles. For convenience, this RFP uses the term mobile app for this technical component of the MCT service. It may execute on a smart phone, within the dashboard, or on a different mobile device. The app must include the following features and functions. The Scenarios referenced in this section can be found in Appendix G: Use Cases.

(A) Prerequisite Components The MCT service must utilize a commercially available technology, environment, or device.

(B) Basic Driving/User Experience The MCT service must provide a mobile app with features and functions that will enable the consumer to travel on the Pennsylvania Turnpike and to use the MCT service to pay tolls for the travel. At a minimum, the MCT service must support Scenarios 1 and 2. Both represent owner/ operator passenger vehicles.

(C) Other Standard Features/Functions The MCT service must support alternate driving scenarios on the Pennsylvania Turnpike. The MCT service must support multiple forms of vehicle ownership and enrollment (Scenarios 3-5), described

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as family users. It should also support payment for rental vehicles (Scenario 6) and for vehicles owned by a third party, such as carpools (Scenarios 7-8).

(D) Hands-free Interaction The MCT app must support hands-free capability for drivers. The MCT service cannot require use of a hand-held device or texting while driving (Scenario 23).

(E) Additional Features/Functions The MCT Service Provider may have additional features that enhance the use or marketability of the MCT app. These are independent of use in traveling and paying tolls on the Pennsylvania Turnpike (Scenarios 24, 25 and 26). Commission support for marketing is described at (5)(D) below.

(2) MCT Registration The MCT service is designed for public, non-commercial customers. Its primary target is for use in paying passenger vehicle tolls on Commission roads. The Commission may extend the MCT service to other vehicles, based on capabilities of the MCT service. Registration requirements include all of the following:

(A) Enrollment Consumers must be able to purchase or otherwise download the app; create an account with the MCT Service Provider; and register one or more vehicles for the MCT service (Scenarios 13-16).

(B) Enrollment Turnaround Time The turnaround time for initial enrollment and subsequent travel should be as short as possible, from the consumers perspective. The Commission will consider both real-time and overnight transactions to record enrollment within its systems, based on the logistics of the proposed MCT service.

(C) Customer Contract Consumers must have a /written agreement with the MCT Service Provider. This written agreement must clearly state the consumers relationship to the MCT Service Provider and the MCT Service Providers relationship to the Commission. The MCT Service Provider must provide the Commission, for its approval, notice of proposed changes to the terms of the written consumer agreement thirty days (30) days before the proposed changes take effect; such approval shall not be unreasonably withheld.

(D) Standard Funding Consumers must be able to pay for the service. This should occur via credit card, e-payment, or some other form of funds transfer. The MCT Service Provider is responsible for all financial interaction with the consumer (Scenarios 18-20).

(E) Non-Traditional Funding Some consumers may not have bank accounts or credit cards. The Commission is interested in supporting alternate forms of payment, such as a prepaid cash card, gift card, or other forms of applying funds to the customer account, if available. The MCT service may support additional functionality, such as the non-traditional funding described in Scenarios 20 and 21.

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(3) MCT Customer Service The MCT Service Provider must provide customer service for MCT customers (Scenarios 27-29). This includes support for one or more of the following:

(A) Self-Service The MCT Service Provider should enable customer self-service from a website or within the mobile app, to the greatest extent practicable.

(B) General Contact Support The MCT Service Provider must be available to its customers, with a reasonable turnaround time for responding to customer contact. Availability must occur electronically; this may be via email, from the website, or from the mobile app. Availability may also occur via telephone. Reasonable is defined as one business day for general queries and customer-initiated updates to their records, with a longer turnaround for more complex issues. The Commission is interested in understanding the mechanics of contact support, current support capacity, and capabilities to scale up/down over the life of the contract.

(C) Customer Satisfaction The MCT Service Provider should provide some means for customers to express their opinion about the MCT service/mobile app. This might include customer satisfaction of Pennsylvania-specific aspects of the MCT service, including services controlled by the Commission.

(D) Service Levels The Commission does not require the MCT Service Provider to provide a specific service level agreement (SLA) for customer call support. However, the MCT Service Provider must provide monthly metrics on customer contacts and its own response, discussed below as part of Part IV-5. The Commission requires insight into the quality practices of the MCT Service Provider.

(E) Disputes The MCT Service Provider must provide dispute resolution services to its customers. This process must shield the Commission from direct involvement in these disputes.

(F) Suspended Services The MCT service must enable customers to report lost or stolen devices at any hours (Scenarios 28 and 29). Ensuing suspensions or disenrollment must occur as expeditiously as possible. The MCT service must allow subscribers to suspend enrollment, either directly through the mobile app or via contact with the MCT Service Provider. The time lag for this suspension, starting with the customers point-of-notification to the MCT Service Provider and ending with notification to the Commission, is a quality metric.

(4) Toll Mechanics Please note: this Toll Mechanics requirement focuses on logistics of travel involving the MCT service; Toll Calculation appears under a separate heading. The Commission operates a variety of interchanges, ranging from barrier tolls, point-to-point, and AET. Most locations on the mainline currently deploy at least one lane for cash-paying travelers.

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(A) ETC Equipment The MCT service must minimize interaction with lane-side equipment. The Commissions preference is to avoid changes to the current RFID readers, if at all possible (Scenario 30).

(B) Travel Awareness The MCT service must track travel completed by enrolled vehicles. The app must have general geo-awareness (Scenarios 32 and 34) and should have awareness of attributes of the vehicle (Scenarios 9 and 10).

(C) Coexistence with Cash Lanes The Commission may choose to deploy the MCT service at interchanges where cash payment is also available (Scenario 31). The MCT service must support this strategy.

(D) Execution in AET Environments The MCT service must execute in AET environments, as an alternative to current TOLL BY PLATE (Scenario 33) and future TOLL BY PLATE for point-to-point travel.

(E) Other Payment Methods The MCT service must coexist with E-ZPass at all times. It must coexist with other forms of payment, depending on the interchange and the timing of the MCT implementation.

(F) Unusual Travel Scenarios The MCT service must enable the Commission to identify legitimate travel by MCT customers. The MCT service should account for potentially invalid travel, such as partial trips (Scenario 34), potential duplicate billing (Scenario 4), or other error conditions (Scenario 11).

(G) Extended Toll Collection (Violations, TOLL BY PLATE) The Commission desires to automate toll collection to the greatest extent possible, including use of E-ZPass and the MCT service. The MCT service must enable the Commission to reduce less-desirable means of toll collection, including TOLL BY PLATE and Violations.

(5) Integration The Commission desires to implement the MCT service with minimal impact on current systems and processes. This RFP envisions a formal Application Programming Interface (API) between the Commission and the MCT service, with details to be developed collaboratively between both parties. Where practical, the Commission will leverage existing internal interfaces with its current ETC system. Requirements include all of the following:

(A) General Interaction The Commission anticipates using web services, file transfer protocol (FTP), or other forms of electronic data exchange with the MCT Service Provider. The Commission anticipates establishing a corporate account as a clearinghouse for MCT activity (Scenario 35), with frequency, format, and content of data exchange to be mutually agreed on.

(B) Transactional Data The MCT service must provide comprehensive information to the Commission related to enrollment, travel, and funds transfer (Scenarios 37-40).

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(C) Funds Transfer The MCT Service Provider must transfer funds, or effectuate transfer of funds, to cover travel incurred by its customers and their vehicles. The Commission and MCT Service Provider will negotiate a funds transfer schedule based on volume. Note: the Commission intends to utilize a separate account for MCT funds to avoid commingling toll collections from other sources.

(D) Marketing/Branding Support The Commission has a vested interest in the success of the MCT service and desires to support the MCT Service Provider in marketing it. The Commission also understands the MCT Service Provider has a proprietary stake in its mobile app. The MCT Service Provider must agree to work collaboratively with the Commission to link the MCT app with the Pennsylvania Turnpike. This might include use of one or more logos at https://www.paturnpike.com/yourTurnpike/graphics.aspx. The MCT Service Provider must obtain permission from the Commission for use of registered service marks and logos. The Commission reserves the right to preclude its name or service marks and logos from advertising slogans or campaigns, regardless of the transmission medium, it deems harmful to its customers or in conflict with the Commissions philosophy or beliefs.

(6) Toll Calculation As noted, the Commission desires to implement the MCT service with minimal impact on current systems and processes. Because toll calculation generally occurs outside of (prior to) its back office environment, the Commission will give preference to an MCT service that performs toll calculation following Pennsylvania-specific business rules. However, the Commission will consider proposals requiring interaction with its current systems for toll calculation/confirmations. Unless identified otherwise, the following requirements assume that the MCT Service Provider calculates the toll.

(A) Turnpike Business Rules A copy of the current toll schedules appear at https://www.paturnpike.com/toll/tolls.aspx. These change historically on an annual basis. The MCT Service Provider may need specific information from the Commission in order to calculate tolls (Scenarios 46-47).

(B) Passenger Vehicles The MCT service must support toll calculation for passenger vehicles (Scenario 48). It should allow for variations based on trailers (Scenario 9), if possible.

(C) Commercial Vehicles The Commission will consider enabling MCT payment for commercial vehicles, based on practicality and risk. The MCT service may have a capability to support pricing for commercial vehicles, based on axles and weight (Scenarios 17, 49, and 50). Also refer to Commercial E-ZPass FAQs at https://www.paturnpike.com/toll/commercialfaq.aspx.

(D) Alternate Means of Toll Calculation Some MCT services may require the Commission to calculate tolls on behalf of the MCT Service Provider. The Commission desires to understand mechanics of this interaction.

(E) Congestion Pricing Variable pricing is outside the scope of the immediate RFP. Nonetheless, the Commission is interested in understanding future potential for point-in-time tolls, also known as Congestion Pricing

https://www.paturnpike.com/yourTurnpike/graphics.aspxhttps://www.paturnpike.com/toll/tolls.aspxhttps://www.paturnpike.com/toll/commercialfaq.aspx

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(Scenario 51).

(F) Other Consumer Pricing Options Proposers may have other components of their MCT service that result in charges to the consumer. The Commission is interested in understanding these components, from the consumers perspective.

(7) Information Security The MCT Service Provider is responsible for security for all information within its control. As a partner, the Commission requires assurance that the technical and business environments provided by the MCT Service Provider are secure. Requirements include all of the following:

(A) Cybersecurity The MCT Service Provider is responsible for cybersecurity of the app and its interfaces, including interfaces with the Commission. Also note insurance requirements (Appendix E).

(B) PCI DSS Assuming use of credit card or similar means of payment, the MCT service must comply with any relevant requirements of the Payment Card Industry Data Security Standard (PCI DSS). Financial transactions must be secure, both between consumers and the MCT Service Provider and between the MCT Service Provider and the Commission, specifically in relationship to PCI DSS (Scenario 36).

(8) Interoperability The Commission desires to implement an MCT service that can coexist with other services and other toll roads, where possible.

(A) Multiple Apps/Forms of Payment The MCT service will co-exist with E-ZPass and other forms of payment, based on the interchange. Drivers/vehicles may have multiple acceptable forms. Where possible, the MCT service should correctly identify the (in)appropriateness of the MCT (Scenario 4 is one example). The Commission desires to understand logistics of travel/payment when multiple forms of valid payment are available to the consumer.

(B) National Interoperability Like all toll authorities, the Commission is interested in national efforts for interoperability. The MCT Service Provider must articulate a strategy for interoperability, including examples where the MCT service functions in multiple toll environments (Scenario 12 is one example).

(9) Other Deliverables The Commission desires for the MCT service to be self-funded by the MCT Service Provider, with cost recovery based on MCT Service Provider surcharges to the consumer. However, proposers may have additional services or deliverables for which it desires direct reimbursement from the Commission.

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These deliverables must be clearly defined; correlate to tasks in the WBS; and match with itemized costs on the Additional Costs tab of Appendix F: Cost Breakdown.

(10) Additional Functionality The Proposed bidder may be asked to develop an app for a customer incentive and awards program as a stand-alone application or as part of the mobile-cashless tolling application. This awards program would provide a multitude of incentives for drivers along the Turnpike system. Incentive could include safe travel within work zones, active military, veterans, frequent E-ZPass and MCT Turnpike customers. (Scenario 52)

IV-4. Tasks. (3) Executing Tasks These tasks focus on implementing the MCT service. (Operational steady state tasks that occur after implementation are described at Section IV-5.) The Proposer must describe major tasks and responsibilities to implement the project, aligned with its WBS. Please include subtasks that align with your proposed technology and service. At a minimum, this section must address the following requirements. Proposers should also define the format and content of deliverables for each task.

(A) Definition The Commission anticipates multiple meetings to obtain clear understanding of the mechanics of the proposed MCT service and its integration points with Commission systems and processes. Based on its proposed solution, the Proposer should use this section of the proposal to identify major definition issues (technical, operational, etc.) to be resolved at this stage in the implementation.

(B) Design The Commission desires to leverage an existing MCT service that will (1) integrate with its own systems with (2) minimal changes in its own systems. However, it also understands that both technical and business changes will inevitably occur, based on the API finalized for this initiative. Please describe major design issues to be resolved at this stage in the implementation, based on the proposed MCT and the mechanics of how it will integrate with the future environment.

(C) Development The Commission anticipates some amount of development will be required by one or both parties, in order to implement the API envisioned for this project. Please estimate this task for your own staff, leveraging your experience with similar implementations. The Commission will utilize Proposers responses, including Definition and Design issues (above) to estimate any development work needed within its own systems.

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(D) Integration Testing The Commission anticipates establishing a semi-permanent environment for integration testing, for use over the life of the contract. Proposers should use this task response to describe their own integration testing environments; effort involved; and how it anticipates segregating Commission-related testing from testing with other entities, such as other toll authorities.

(E) Proof of Concept A Proof of Concept demo must occur at some point in the Work Plan, based on the Proposers methodology. This may occur as part of Development or Integration Testing (above); as a subtask within Pilot Testing (below); or as a self-standing phase of the Proposers WBS.

(F) Pilot Testing The Commission will negotiate the methodology for identifying the target audience to serve for testing. Please use this task narrative to describe effort involved by both parties, including (1) any anticipated assistance by the Commission toward marketing the MCT service and (2) any procedural integration with the Commissions Customer Service Center (CSC). Both marketing and CSC integration will subsequently occur as part of implementation and rollout.

(G) Quality Assurance/Operational Controls The Commission anticipates participating in testing operational controls, both via Integration Testing and the Pilot Testing phases described above. Proposers WBS should allow sufficient time for Commission staff to thoroughly review detailed transaction data and ensure all checks and balances are in place prior to implementation. Please describe Proposer efforts to support this effort and identify any specific reports from Section IV-5. Reports and Project Control that will support this task.

(H) Implementation Please use this task narrative to describe effort involved by both parties for implementation. Please also include a proposed rollout plan. The Commission understands multiple pilot implementations may occur prior to production implementation. Proposers should use the task narrative to describe the work effort involved for the full production implementation after all tests are complete.

(4) Monitoring and Controlling Tasks These tasks pertain to monitor/control of the implementation effort, including use of relevant reports described at Section IV-5. Reports and Project Control, e.g., the Status Report and Problem Identification Report. Proposers must use this section of their response to describe the task effort itself, including discussion of risk management for both parties.

(5) Closing Tasks This task pertains to completing the implementation, including submission of the Final Report described at Section IV-5.

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IV-5. Reports and Project Control. The Commission requires sound project management to minimize risk to both parties. The MCT Service Provider must provide management reports as described below.

(1) Implementation Reports These reports derive from Section IV-4 Tasks and pertain to reports generated as part of Monitoring and Controlling. The MCT Service Provider must provide all of the following:

(A) Task Plan. A work plan for each task that identifies the work elements of each task, the resources assigned to the task, the time allotted to each element, and the deliverable items to be produced. This is the Project WBS, which Proposers must submit with their proposal.

(B) Status Report. A periodic progress report covering activities, problems, and recommendations. The report should be keyed to the work plan developed by the Proposer in its proposal, as amended or approved by the Commission.

(C) Problem Identification Report. An as required report, identifying problem areas. The report should describe the problem and its impact on the overall project and on each affected task. It should list possible courses of action with advantages and disadvantages of each, and include recommendations with supporting rationale.

(D) Final Report. This is the project close-out report, for the implementation effort.

(2) Steady State Operations The MCT service will execute as a critical component for collecting toll revenue in the future. The MCT Service Provider must provide the following control reports for use by Commission staff. Reports (A) through (D) represent activity by the MCT Service Provider.

(A) Service Provider Reconciliation. The MCT Service Provider must maintain its own internal controls for balancing and accounting transactions, i.e., processing that occurs prior to transmitting data or payment to the Commission. Summary reports must be available to the Commission, related to the MCT Service Providers internal processing. This must include control reports on financial transactions.

(B) MCT Service Provider Customer Service. The MCT Service Provider owns the relationship with consumers who purchase/download the mobile app. When consumers subsequently travel on the Commissions roadway, they become customers of the Commission. The MCT Service Provider must provide summary reports on its own performance, related to customer services. These reports should align with Proposers response to requirement at Section IV-3.(3) MCT Customer Service.

(C) MCT Service Provider Information Security Controls. The MCT Service Provider must provide summary reports on information security, aligned with Section IV-3.(7) Information Security.

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(D) MCT Service Provider Leakage. The MCT Service Provider shall be responsible for monitoring travel by its customers; collecting MCT tolls for payment to the Commission; and transferring associated funds for these tolls to the Commission. The MCT Service Provider owns risk associated with customer non-payment (Scenarios 44 and 45). The MCT Service Provider must confirm its understanding of responsibilities for toll collection and must report its own leakage (funds not collected), as a form of lost revenue.

(E) Data Retention. The MCT Service Provider must provide summary reports on data that is archived or deleted, if any. The MCT Service Provider may have a formal policy on data retention. The Commission is interested in understanding how MCT data will be available to Commission staff for audit or reconciliation research.

Reports (F) through (K) will be used by Commission staff for monitoring and controlling the new MCT payment method after implementation.

(F) Operational Controls. The MCT Service Provider must provide full traceability and accountability for transactions that affect the Commission, including enrollment, subsequent travel on Commission facilities, and associated funds transfer. This includes transactional data (Scenarios 25 and 37-41) as well as reports on the data itself. These reports must be available to Commission staff for balancing, reconciliation, and other back office tasks.

(G) Customer Service. The MCT Service Provider has the primary relationship with its customers. The Commissions CSC is available for escalation and emergency situations (Scenario 22). The Commission is interested in understanding anticipated interaction between the MCT Service Provider and the CSC, including MCT information available to CSC representatives.

(H) Audit Support. The MCT service must support full traceability and accountability, described above. In addition to providing standard reports for Operational Controls (above), the MCT Service Provider must support Commission requirements for audit support (Scenarios 42-43). This may include functionality within the app or specific controls or reports to support auditors. It might include special types of transactions, identified internally as audit or benchmark transactions. The MCT app or service may have specific functional capabilities for audit support as well as any control reports.

(I) Violations Support. Depending on the interchange, the Commission will be simultaneously authorizing multiple forms of toll payment; these are cash, E-ZPass, AET, and MCT. Conceptually, all other travel represents an unpaid toll, i.e., a toll violation (Scenario 11 is one example). The Commission utilizes the license plate of the vehicle to identify the owner, who is ultimately responsible for the toll. In addition to standard reports for Operational Controls (above), the Commission is interested in leveraging any additional reports or functionality available to facilitate this process. Ideally, MCT payments will directly reduce the number of transactions that would otherwise devolve to violation processing.

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Requests for information regarding accounts of the PTC electronic toll collection system will be handled according to applicable law (e.g. 74 Pa.C.S.A. 8117).

(J) Leakage Support. All parties desire to minimize revenue loss. In addition to standard reports for Operational Controls (above), the MCT Service Provider may have additional functionality or reports available for Commission staff to identify and control leakage.

(K) MCT Service Level. The MCT Service Provider must provide an SLA for providing the transactional data, reports, and financial funds transfer. Possible components include data accuracy, timeliness, etc. A detailed SLA will be created as part of contract negotiations.

Appendix A RFP 17-10340-7782

Page 1 of 13 Agreement # 440000xxxx

AGREEMENT

This AGREEMENT is made this ______ day of ___________________, 2017, between the Pennsylvania Turnpike Commission (COMMISSION), an instrumentality of the Commonwealth of Pennsylvania, with principal offices at 700 South Eisenhower, Blvd., Middletown, Pennsylvania 17057 (mailing address: P. O. Box 67676, Harrisburg, PA 17106-7676);

AND

_____________ (CONTRACTOR), [insert the legal status of CONTRACTOR such as a Pennsylvania (or Foreign) corporation (or partnership, LLC, LLP, etc.)], with its principal office at [insert address].

WITNESSETH:

WHEREAS, the COMMISSION desires the services for identifying and implementing a Mobile Cashless Tolling (MCT) service to expedite the transition to cashless tolling; WHEREAS, by Act No. 211 of the General Assembly of the Commonwealth of Pennsylvania, approved May 21, 1937, and its amendments, the COMMISSION is authorized and empowered to enter into an Agreement with the CONTRACTOR; WHEREAS, the COMMISSION desires to retain the services of CONTRACTOR upon the following terms; and NOW, THEREFORE, in consideration of these mutual covenants, and intending to be legally bound, the parties agree as follows: Contractors Scope of Work

The CONTRACTOR will perform the work described in [RFP 17-10340-7782 dated [date], titled [Request for Proposals for Mobile Cashless Tolling Service and the CONTRACTORS proposal dated [date]. These documents are made part of this Agreement by reference. The following order of precedence shall be used in interpreting the true meaning and intent of the Agreement:

(1) Final Contract Agreement (2) The COMMISSIONS RFP (3) CONTRACTORS proposal dated XXXX, XX, 2017

Appendix A RFP 17-10340-7782

Page 2 of 13 Agreement # 440000xxxx

Deliverables: The COMMISSION requires, at a minimum, the following deliverables, as described in the RFP:

1. Weekly Status Updates 2. Monthly Status Reports and Meetings 3. Interface Program Code, fully tested 4. MCT Application Software held in escrow 5. Transaction and audit reports as described in RFP and negotiated between COMMISSION

and CONTRACTOR

Location of Work: Work may be performed remotely, except when necessary to meet with COMMISSION personnel.

Implementation Schedule: The agreed upon Implementation Schedule will be based upon the CONTRACTORS proposed implementation schedule and negotiations.

All Other Specifications: All other specifications are contained in the Standard Agreement and RFP. Virus, Malicious, Mischievous or Destructive Programming Notwithstanding any other provision in this Agreement to the contrary, CONTRACTOR shall be liable for any damage to any data and/or software owned or licensed by COMMISSION if CONTRACTOR or any of its employees, subcontractors or consultants introduces a virus or malicious, mischievous or destructive programming into COMMISSIONs software or computer networks and has failed to comply with COMMISSIONs software security standards. COMMISSION must demonstrate that CONTRACTOR or any of its employees, subcontractors or consultants introduced the virus or malicious, mischievous or destructive programming. CONTRACTORs liability shall cease if COMMISSION has not fully complied with its own software security standards. CONTRACTOR shall be liable for any damages incurred by COMMISSION including, but not limited to, the expenditure of COMMISSION funds to eliminate or remove a computer virus or malicious, mischievous or destructive programming that results from CONTRACTORs failure to take proactive measures to keep virus or malicious, mischievous or destructive programming from originating from CONTRACTOR or any of its employees, subcontractors or consultants through appropriate firewalls and maintenance of anti-virus software and software security updates (such as operating systems security patches, etc.). In the event of destruction or modification of software, CONTRACTOR shall eliminate the virus, malicious, mischievous or destructive programming, restore COMMISSIONs software, and be liable to the COMMISSION for any resulting damages. CONTRACTOR shall be responsible for reviewing COMMISSION software security standards and complying with those standards. Rev 07.01.2009 Page 60 COMMISSION may, at any time, audit, by a means deemed appropriate by COMMISSION, any computing devices being used by

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representatives of CONTRACTOR to provide services to COMMISSION for the sole purpose of determining whether those devices have anti-virus software with current virus signature files and the current minimum operating system patches or workarounds have been installed. Devices found to be out of compliance will immediately be disconnected and will not be permitted to connect or reconnect to COMMISSIONs network until the proper installations have been made. CONTRACTOR may use the anti-virus software used by COMMISSION to protect CONTRACTORs computing devices used in the course of providing services to COMMISSION. It is understood that CONTRACTOR may not install the software on any computing device not being used to provide services to COMMISSION, and that all copies of the software will be removed from all devices upon termination of this Agreement. COMMISSION will not be responsible for any damages to CONTRACTORs computers, data, software, etc. caused as a result of the installation of COMMISSIONs anti-virus software or monitoring software on CONTRACTORs computers. Sensitive Information a. The CONTRACTOR shall not publish or otherwise disclose, except to the COMMISSION or the CONTRACTORS subcontractors, any information or data obtained hereunder from private individuals, organizations, or public agencies, in a way that allows the information or data furnished by or about any particular person or establishment to be identified. b. The parties shall not use or disclose any information about a recipient receiving services from, or otherwise enrolled in, a COMMISSION program affected by or benefiting from services under this Contract for any purpose not connected with the parties Contract responsibilities, or as outlined in the Issuing Agency SOW. CONTRACTOR, as directed, shall comply with all federal or state laws related to the use of information that constitutes protected health information (PHI) as defined by the regulations promulgated pursuant to the Health Insurance Portability and Accountability Act (HIPAA). By signing this Contract, the CONTRACTOR agrees to the terms of the Business Associates Agreement, which is incorporated into this Contract as Appendix A. If the Issuing Agency, or relevant portion thereof, is a Covered Entity as defined in HIPAA, and the CONTRACTOR is performing the work of a Business Associate (which determination will be made solely in the discretion of the COMMISSION), the COMMISSION it will fill in the blanks in the attached Appendix as part of the RFP. It is understood that Appendix A is only applicable if the COMMISSION so indicates, and, if not applicable to the entire COMMISSION, is only applicable with respect to the internal entities indicated by the COMMISSION expressly in the RFP. Escrow 1. Appointment of Escrow Agent and Escrow Fees (a) CONTRACTOR and COMMISSION hereby appoints Escrow Agent to hold the Materials as defined herein in accordance with the terms and conditions of this Agreement and Escrow Agent agrees to act in such capacity. b) In consideration for the services to be performed hereunder, CONTRACTOR shall pay to Escrow Agent a monthly escrow fee of $[X] dollars. In the event of non-payment of escrow fees, Escrow

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Agent will give CONTRACTOR and COMMISSION sixty (60) days notice of default. In the event that the sixty (60) day notice period elapses without Escrow Agent having received payment, Escrow Agent shall have the right, without further notice being required and without any liability to any party whatsoever, to terminate this Agreement and destroy the Materials or, at the request of the COMMISSION, release and deliver the Materials to the Licensee. 2. Materials Deposited in Escrow (a) CONTRACTOR agrees to deposit with Escrow Agent one copy of all the constituent elements of the proprietary software including but not limited to text, data, images, animation, graphics, video and audio segments and source and object code and user and system documentation of all software licensed to COMMISSION in connection with the Web Project (collectively, the Materials) 3. Modifications to Materials to be deposited (a) CONTRACTOR may, from time to time, update, improve or modify the Materials used by the COMMISSION in connection with this Agreement. CONTRACTOR agrees to deposit or cause to be deposited with the Escrow Agent, at the time such updates, improvements or modifications are made, one copy of such modified Materials which shall be deemed part of the Materials deposited in escrow under this Agreement. 4. Release and Delivery of Materials by Escrow Agent (a) The occurrence of any of the following events (Release Events) shall provide to the COMMISSION the right to request the Escrow Agent to release and deliver the Materials held in escrow to the COMMISSION: (i) CONTRACTOR ceases to carry on business; (ii) CONTRACTOR becomes bankrupt, insolvent or the subject of receivership; (iii) CONTRACTOR commits a material breach of the Agreement. 5. Notice of Release Event (a) Should COMMISSION wish the Escrow Agent to release and deliver to the COMMISSION the Materials held in escrow upon the occurrence of any of the Release Events, the COMMISSION shall give thirty (30) days written notice to the Escrow Agent and CONTRACTOR specifying the Release Event in question. If CONTRACTOR wishes to refute the occurrence of the Release Event, it shall give written notice to Escrow Agent and Licensee prior to the expiry of the thirty (30) day period and this Agreement will remain in full force and effect. If CONTRACTOR does not give written notice of its refutation to Escrow Agent and COMMISSION prior to the expiry of the thirty (30) day period, Escrow Agent shall release and deliver the Materials held in escrow to COMMISSION. 6. Termination (a) If COMMISSION wishes to object to the termination, it shall give written notice of its objection to Escrow Agent and CONTRACTOR prior to the expiry of the one hundred eighty (180) day period and this Agreement will remain 5 in full force and effect. If COMMISSION does not give written notice of its objection to Escrow Agent and CONTRACTOR prior to the expiry of the one hundred eighty (180) day period, this Agreement shall be deemed terminated and Escrow Agent shall release and deliver the Materials held in escrow to CONTRACTOR. 7. Representations, Warranties, and Indemnifications (a) Escrow Agent represents and warrants that: (i) Other than being a party to this Agreement, it is an independent third party in respect to the CONTRACTOR and COMMISSION and is not an

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affiliated, associated or related entity to CONTRACTOR or COMMISSION; (ii) It has the right and capacity to enter into this Agreement and fully perform all of its obligations and provide the services hereunder; (iii) It shall use commercially reasonable efforts to keep the Materials in safe keeping and perform its obligations as Escrow Agent in accordance with the terms of this Agreement; (iv) It shall not disclose to any third party or make use of the Materials without the express written approval of CONTRACTOR and COMMISSION; (v) It shall takes such steps as are reasonably necessary and desirable to protect the confidentiality of the Materials and prevent the unauthorized disclosure thereof, including without limitation storing the Materials in such a way to preserve the confidentiality of the Materials and restrict disclosure of and access to the Materials. (b) Escrow Agent shall indemnify and save harmless CONTRACTOR and the COMMISSION from any and all damages, costs, liability, expenses, including reasonable legal fees, suffered by CONTRACTOR and/or COMMISSION as result of any breach of its representations and warranties. Notwithstanding the forgoing, Escrow Agent shall not be held responsible or liable for any acts of CONTRACTOR and/or COMMISSION and Escrow Agent shall have no liability under this Agreement whatsoever except for its acts of negligence, misconduct or a material breach of this Agreement. CONTRACTOR and COMMISSION shall indemnify and save harmless Escrow Agent from any and all damages, costs and liability suffered by Escrow Agent arising as result of the breach of this Agreement or the License or breach or infringement any law or right of any third party by CONTRACTOR and/or COMMISSION. Commissions Responsibilities

The COMMISSION shall furnish the CONTRACTOR access to key personnel, relevant documents, and adequate workspace for completing the work. Compensation

For the work, services, and material as defined in this Agreement, it is proposed that if an Agreement is entered into as a result of this RFP, the COMMISSION expects to receive, at minimum, the E-ZPass toll rate. The COMMISSION expects that the CONTRACTOR will recover its costs of implementing the MCT service though alternative means, including but not limited to its customer fee model or other methodology The CONTRACTOR must transfer funds, or effectuate transfer of funds, to cover travel incurred by its custom