Addendum 3 publishes and answers questions related to the Request for Qualifications ( RFQ ) issued on November 24, 2014:

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1 Date: December 18, 2014 Subject: Questions and Answers Regarding RFQ Solicitation: CNG Fueling for Transit Agencies Partnership Project SOQ Due Date: No later than 11:00 a.m. Eastern time on December 23, 2014 Addendum Number: 3 To All Proposers: The Commonwealth of Pennsylvania defines a solicitation Addendum as an addition to or amendment of the original terms, conditions, specifications, or instructions of a procurement solicitation (e.g., Invitation for Bids or Request for Proposals), including but not limited to questions and answers, which are considered a material part of the solicitation. Please see the following update: Addendum 3 publishes and answers questions related to the Request for Qualifications ( RFQ ) issued on November 24, 2014: 1. Question Section What is the expected timing with which the fleet will be converted to CNG, with respect to development of CNG stations? Answer Further information on this issue will be provided in the RFP 2. Question Section Does PennDOT have the authority to require the fleets to convert? Answer - Each Transit Agency has autonomous legal standing and is independently managed by its officers and staff. From a fiscal perspective, each Transit Agency relies heavily on funding that it receives from PennDOT. Fleet conversion will be a condition of the expenditure of Commonwealth funds for the Project. 3. Question Section Does PennDOT have the authority to require fleets to continue using CNG, once converted?

2 Page 2 of 9 Answer - This will be a requirement of the receipt of PennDOT funds to procure CNG vehicles and PennDOT's funding of the Project. 4. Question Section Is there a detailed analysis of fleets that will commit to binding participation in the program available? 5. Question Section What is the expected formula for determining PPA price? Is there an example to share? Answer There is no example at this time. However, PennDOT anticipates that the monthly payments to be made to the Development Entity will be sufficient to allow recovery of: (a) gas compression fees, (b) amortization of facility upgrade costs, (c) amortization of new infrastructure costs, and (d) operations and maintenance costs associated with new infrastructure. 6. Question Section What are the expectations with regard to PPA price being fixed or floating? Answer - Further information on this issue will be provided in the draft RFP to be issues to Short-Listed Proposers. In the meantime, Proposers should note the clarification provided by PennDOT in Addendum 2 with respect to responsibility for provision of natural gas. 7. Question Section Would a minimum annual CNG consumption guaranty be offered to the project? Answer - PennDOT does not anticipate that the Development Entity will be required to take the risk of the volume of CNG utilized by Transit Agencies each year. Further information on this issue will be provided in the draft RFP 8. Question - Is it PennDOT s intent for the Development Entity to own the CNG stations in addition to design, construct, finance, operate, and maintain temporary or permanent stations? If yes, how is PennDot envisioning the land/lease contract between the Development Entity and PennDot? If no, is there an opportunity for the Development Entity to have a portion of the equity ownership of the stations? And if so, what would the portion be?

3 Page 3 of 9 Answer - Any infrastructure built on Transit Agency Sites will be owned by the relevant Transit Agency and the Development Entity will be granted an exclusive concession in respect of that infrastructure for the term of the PPA. 9. Question Section Under 6.3, Organizational Conflicts of Interest, would PennDOT view the following as an organizational conflict? If there were employees of the bidding company who previously worked at one of the identified conflict of interest companies; even if the bidding company complied completely with the 6.3 guidelines in the RFQ? If there was no conflict deemed by PennDOT, how would PennDOT like the bidding company to disclose the prior employment relationship; i.e. a conflict of interest waiver? If there was a conflict deemed by PennDOT, what would the bidding company need to provide to PennDOT to be able to participate in the RFQ response? Answer - Whether an organizational conflict of interest exists and/or a waiver is necessary is a highly fact specific determination. Section 6.3 sets forth specific parameters for conflicts determinations. If the bidding company nevertheless has any doubt as to a specific employee's status, it should submit a request for a conflict of interest waiver. Whether a waiver is issued and/or is subject to restrictions on the employee's involvement in the project will depend on various factors, most significant of which will be when the employee left the designated company and whether and to what extent he/she was involved in the Project while with that firm. 10. Question Section 5.1(c) - Regarding Responsiveness Requirements paragraph 5.1(c). Please clarify that it is acceptable to submit a proposal with Major Team Member that is not currently disqualified, removed, debarred, or suspended but checks yes in Form C question 3 due to a previous affiliated company falling into one of these categories within the last 10 years. In this case the Major Team Member would be providing services on the proposer s team that are unrelated to the services of the affiliated company. Further, the affiliated company is no longer in existence. Specifically, does a yes on Form C, Question 3 yield an automatic Fail, or is some explanation allowable to achieve a Pass rating for items 5.1 (a), (b), and (c)? Answer - A "yes" response to Question 3 on Form C does not yield an automatic "fail." The pass/fail determination will be contingent on the explanation required in the event of a "yes" response.

4 Page 4 of Question Appendix B, Items 2(d) and 2(e) - Appendix B, Items 2 (d) and (e) appear to be duplicates; was additional information intended to be requested in item 2(e)? Answer - Appendix B, Items 2(d) and 2(e) are duplicative. This will be clarified in the next Addendum. 12. Question Appendix E, Item 2 - Shall proposers provide the natural gas commodity as part of its price structure or will PennDOT (or its agencies) procure the gas directly? Answer - PennDOT will provide natural gas with respect to all Transit Agency CNG requirements. The Development Entity will be expected to source any natural gas required for over the fence sales. 13. Question Appendix E, Item 3 - Will PennDOT designate a specific revenue source for funding the CNG project? Answer Please refer to Section 2.1 of the RFQ. 14. Question Sections 2.1 and What is the vision for the monetization/funding of the capital expenses that are required for the facility modifications? Answer Please see the response to Question Question Section 1.3(b) - Will the locally-based Proposer-employed service technicians need to be directly employed by the Proposer or can the Proposer subcontract with a local firm for service technicians? Answer - PennDOT does not currently anticipate that the Development Entity will be required to directly employ any specific members of its team. 16. Question Section 5.1(a) - Please confirm what time the SOQ is due on December 23, RFQ Schedule [Section 3.4, page 14] states 11:00 a.m. Eastern time, but elsewhere it states 2:00 p.m. Answer The SOQ is due at 11:00 am. This will be clarified in the next Addendum.

5 Page 5 of Question Section What are the expectations on sealed containers of each of the 5 copies? Answer Provided the containers are securely fastened, there are no specific requirements. Depending upon the size and volume of the submission, boxes, envelopes or any other securely fastened containers may be appropriate. 18. Question - We are a small DBE Consulting Engineering firm trying to team up with larger firms on this project. Is there any way we can get name of firms who would be going as a prime? We would appreciate any help in this regard. Answer - Please see the Project website for information relating to attendees at the industry workshop. 19. Question Executive Summary - When you refer to the project being phased in in 4 stages, could you estimate the time projection for each phase? 20. Question Executive Summary - Are entities being phased in first, being selected by a priority of fleet size, fleet age and then CNG need? Or a scoring of these criteria? 21. Question Section Would additions or deletions from Participating Transit Agencies, be permitted thru the project life cycle? Answer This is not currently anticipated. 22. Question Section What are the costs that PennDOT will cover in the Take or Pay Contract? Will there be a single contract for the project or multiple contracts? Each entity or Transit agency being covered by a different contract for the project? Who will own the equipment at the conclusion of the contract period? Answer Please see the responses to Questions 5 and 8.

6 Page 6 of Question Section Will the Outside the Fence commercialization be able to be performed at the same time the project is being developed for the transit agency, or must the Transit Agency facilities be completed before developing other markets? Answer Commercialization may be performed at the same time, subject to specific site and Transit Agency requirements. 24. Question Section Does PennDOT perceive the CNG pricing to be the same for all Transit Agencies or will each Transit Agency be priced based on their specific demands, capital investment and gas source? 25. Question - In the RFQ, the page numbering starting with page 35 is out of sequence through the next 5 pages reading in the following order: page 35, 32, 33, 34, then 35 again. Is this just a typo or are there portions missing? If any pages are missing can they be provided? Or does this numbering scheme have any of relevance to submission of SOQ that may not be obvious? Answer Please see Addendum Question Appendix A This says: Form C shall comprise Section A1 of SOQ. This appears to be the only reference in the RFQ to a specific title for a Section. Can you please clarify the exact organization structure of the RFQ regarding Section requirements and contents? Or if is this a typo should proposers create their own index and sections? As specific as the format is described it appears that some key instructions may be missing? Answer - Notarized originals of Form C should be included in Volume 1 of the SOQ, in accordance with the instructions included at the beginning of Part B of the RFQ. 27. Question Key Definitions - In Key Definitions, it says Key Personnel means the individuals listed in Section 4 of Appendix B. There does not seem to be any sections identified for Appendix B. Is Section 4 a typo or are there sections with specific content for Appendix B?

7 Page 7 of 9 Answer - The correct reference is Section 3 of Appendix B. This will be clarified in the next Addendum. 28. Question Section 4.2 This lists exclusions from the thirty (30) page limit for Volume 1. It does not list the reference letters as an exclusion. Was this an omission? Also, what SHOULD be included in the 30 pages? The answers to the info in the appendices? Answer It is not PennDOT s intention to require full reference letters. Proposers should simply provide the contact details for references as described in Section 3 of Appendix B; such contact details will count toward the 30 pages. The 30 pages include anything not expressly excluded under Section Question Appendix B, Section 3 - Should the references required for Key Personnel be in Letter of Recommendation format or just provide the requested contact information and specific project? Answer Please see the response to Question Question Executive Summary - In the RFQ, it is stated that the station could be either permanent or temporary. What conditions would constitute a temporary fueling station, rather than a permanent fueling station? Also, if it's temporary, does the Proposer maintain ownership of the CNG equipment once it is dismantled? Answer Temporary stations are permitted where demand is insufficient to justify permanent infrastructure. The Proposer maintains ownership of CNG equipment once temporary stations are dismantled. 31. Question Executive Summary - What is the total projected GGE/DGE consumption within the first year? Five years? Ten years? Twenty years? 32. Question Section In the given locations and transit agencies, where does PennDOT see the most demand or immediate need for a CNG Fueling station and will those be the first round of stations to be built?

8 Page 8 of Question Section What is the expected annual revenue PennDOT hopes to achieve with respect to the CNG Commercial Activities? Answer PennDOT does not intend to share this information with Proposers or Short-Listed Proposers. 34. Question Form C - Does Form C have to be completed by every member that is a person no matter the ownership percentage? Answer - Form C needs to be completed by each Major Team Member (as defined in the RFQ), regardless of the extent of its involvement in the Project. 35. Question - Are there any provisions or restrictions applicable to a Developmental Entity not located within Pennsylvania? Answer - The RFQ and its contents apply equally to Proposers located within and outside of Pennsylvania. The Development Entity will need to be registered to do business in the Commonwealth of Pennsylvania before the PPA can be awarded to it. 36. Question - Will there be any preference given to Developmental Entities utilizing Small Business Enterprises and Minority Business Enterprises for this project? Answer Please see Section and Section 5.3 of the RFQ. 37. Question - It looks like the bid titled Request for Qualifications In Relation To CNG Fueling for Transit Agencies Partnership Project is missing pages Some pages appear later in the doc but pgs. 30 and 31 are definitely missing. This includes Form A. Could you please advise? Answer Please see Addendum 1.

9 Page 9 of 9 Except as clarified and amended by this Addendum, the terms, conditions, specifications, and instructions of the solicitation and any previous Addendum(s), remain as originally written. Regards, Bryan Kendro, Director Public-Private Transportation Partnerships Office 400 North Street, 8 th Floor Harrisburg, PA Phone: (717)