4-2. Appendix A - Sample Contract.pdf

RFP #26-03 – Appendix A – Sample Contract

22360846.4

Contract Between Monterey-Salinas Transit District and for Reloadable cEMV Transit Payment Cards

(Reference: RFP # 26-03)

Contract No. ##-##-##

THIS PROFESSIONAL SERVICES CONTRACT (“Contract” or "Agreement") is made on [Date] ("Effective Date"), by and between Monterey-Salinas Transit District ("MST" or “Monterey-Salinas Transit”) and _______________________ ("CONTRACTOR").

In consideration of the mutual covenants and conditions set forth in this Contract, the parties agree as follows:

1. SCOPE OF WORK

MST hereby engages CONTRACTOR to perform and CONTRACTOR hereby agrees to perform, the services described in Exhibits _ through _ in conformity with the terms of this Contract. The services to be provided by Contractor shall be those that are described within the Scope of Work of RFP #26-03 (Exhibit B) and Contractor’s Proposal (Exhibit D).

CONTRACTOR shall furnish MST all materials and services in full accordance with Request for Proposals No. 26-03 prepared and issued by MST entitled Reloadable cEMV Transit Payment Cards issued on January 23, 2026.

2. ADDITIONAL PROVISIONS/EXHIBITS

This Contract shall consist of the following attached documents, each of which is on file with MST, and are incorporated into and made a part of this Contract by reference:

Exhibit A – Federal Requirements

Exhibit B – Scope of Work of Request for Proposals #26-03

Exhibit C - Data Privacy, Security and Cloud Software Requirements

Exhibit D – Contractor’s Proposal

Exhibit E – Contractor’s Cost Proposal

NOTE: Additional Exhibits may be added as necessary after a Contractor has been selected. Exhibit numbering is subject to change in the final agreement.

3. TERM

This Contract shall commence on upon the Effective Date and shall remain and continue in effect for a period of three (3) years, with the option for MST to extend the term for two

(2) additional one (1) year periods, unless otherwise terminated as provided under Section 23, Termination. If MST determines to exercise the option term(s), MST will give the CONTRACTOR at least 30 calendar days' written notice of this determination.

4. CONTRACT PRICE

MST agrees to pay CONTRACTOR in accordance with Exhibit E – Contractor’s Cost Proposal attached hereto in an amount not to exceed $_______________, for services performed in accordance with this Contract. This not to exceed amount includes all labor, materials, taxes, overhead, insurance, travel expenses, employee benefits, profit, and other costs and expenses incurred by the CONTRACTOR. MST will pay the CONTRACTOR in accordance with Section 6. Any adjustments in payment shall only be valid if agreed to in writing by both MST and CONTRACTOR.

5. PERFORMANCE STANDARDS

5.1 CONTRACTOR warrants that CONTRACTOR and CONTRACTOR’s

agents, employees, and subCONTRACTORs performing services under this Contract are specially trained, experienced, competent, and appropriately licensed to perform the work and deliver the services required under this Contract and are not employees of MST, or immediate family of an employee of MST.

5.2 CONTRACTOR, its agents, employees, and subCONTRACTORs shall perform all work in a safe and skillful manner and in compliance with all applicable laws and regulations. All work performed under this Contract that is required by law to be performed or supervised by licensed personnel shall be performed in accordance with such licensing requirements.

5.3 CONTRACTOR shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by CONTRACTOR or in any way affect the performance of its service pursuant to this Contract.

CONTRACTOR shall at all times observe and comply with all such laws and regulations. MST, and its officers and employees, shall not be liable at law or in equity occasioned by failure of CONTRACTOR to comply with this Section.

5.4 CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary to carry out the terms of this Contract, except as otherwise specified in this Contract. CONTRACTOR shall not use MST premises, property (including equipment, instruments, or supplies) or personnel for any purpose other than in the performance of its obligations under this Contract.

5.5 CONTRACTOR declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of MST in connection with the award, terms or implementation of this Contract, including any method of coercion, confidential financial agreement or financial inducement. No officer or employee of MST will receive compensation, directly or indirectly, from CONTRACTOR, or from any officer, employee or agent of CONTRACTOR, in connection with the award of this Contract or any work to be conducted as a result of this Contract.

Violation of this Section shall be a material breach of this Contract entitling MST to any and all remedies at law or in equity.

5.6 CONTRACTOR is a [specify entity type] duly organized, validly existing and in good standing under the laws of the State of California, and has the authority to do business in the State of California. It has the full legal right, power, and authority to own its properties and to carry on its business as now owned and operated and as required by this Contract.

6. INVOICES

6.1 PAYMENT PROCEDURES: All payments to CONTRACTOR for services rendered shall be paid [to be determined based on component of the services, e.g., cost of physical cards will likely be paid differently than a SaaS fee. MST's general preference is to pay in arrears, after the service has been provided]. MST shall pay CONTRACTOR within thirty (30) calendar days of receipt of all CONTRACTOR invoices. The submission of incomplete or inaccurate invoices by CONTRACTOR may delay payments to CONTRACTOR. Acceptance of invoice(s) is within MST sole discretion.

6.1.1 In the event MST disputes any amount on CONTRACTOR’s invoice, MST shall provide written notice of the disputed amount and shall withhold the amount from the payment of the invoice but shall pay the undisputed amount on a timely basis. MST and CONTRACTOR shall then meet to resolve any disputed amounts.

6.2 Invoices shall be mailed to:

6.2.1 Monterey-Salinas Transit District

19 Upper Ragsdale Drive, Suite 200 Monterey, CA 93940 ATTN: Accounts Payable

6.2.2 MST shall mail payments to:

NAME

ADDRESS

CITY, STATE, ZIP

7. FEDERAL REQUIREMENTS

This Project may be paid in whole or in part using Federal funds. As such, CONTRACTOR agrees to comply with all clauses in Exhibit A – Federal Requirements.

8. DATA PRIVACY AND SECURITY

Contractor must comply with all requirements set forth in Exhibit C, Data Security and Privacy Requirements.

9. KEY PERSONNEL

It is understood and agreed by the Parties that at all times during the term of this Agreement that [Name], will serve as the [primary staff person/designated representative] of the Contractor to undertake, render and oversee all of the services under this Agreement (Key Personnel). The Contractor may not reassign Key Personnel or assign another resource to the Key Personnel role until and unless MST, in its sole discretion, approves a replacement in writing. MST reserves the right to direct the removal of any personnel, including but not limited to Key Personnel, when in MST's opinion the individual's performance is unsatisfactory. Replacement of personnel will not excuse the Contractor from compliance with all of the requirements of this Agreement, including any schedule.

10. USE OF SUBCONTRACTORS

Unless identified in Contractor's proposal as accepted by MST, the Contractor may not subcontract any services to be performed by it under this Agreement without the prior written approval of MST. Any subcontractors must be engaged under written contract with the Contractor with provisions allowing the Contractor to comply with all requirements of this Agreement. The Contractor will be solely responsible for reimbursing any subcontractors, and MST will have no obligation to them.

11. CONFIDENTIALITY

Any MST materials to which the Contractor has access or materials prepared by the Contractor during the course of this Agreement ("confidential information") must be held in confidence by the Contractor, who must exercise all reasonable precautions to prevent the disclosure of confidential information to anyone except the officers, employees and agents of the Contractor as necessary to accomplish the rendition of services set forth in Section 2 of this Agreement.

The Contractor, its employees, subcontractors, and agents may not release any reports, information or other materials prepared in connection with this Agreement, whether deemed confidential or not, to any third party without the approval of MST.

12. CHANGES

MST may, at any time, by written order, make changes to Exhibit A. If such changes cause an increase in the budgeted cost of or the time required for performance of the Services, an equitable adjustment as mutually agreed will be made in the limit on compensation set forth in Section 5 or in the time of required performance as set forth in Section 3, or both.

In the event that the Contractor encounters any unanticipated conditions or contingencies that may affect the Services, schedule or the amount of compensation specified herein, the Contractor will so advise MST immediately upon notice of such condition or contingency. The written notice will explain the circumstances giving rise to the unforeseen condition or contingency and will set forth the proposed adjustment in schedule or compensation. The Contractor must give this notice to MST prior to performing work related to any proposed adjustment. The pertinent changes will be expressed in a written supplement to this Agreement prior to implementation of such changes.

13. NOTICE

Any notice or correspondence required or permitted to be given under this Contract shall be given in writing by e-mail and sent by: (a) hand-delivery, (b) first class United States mail, return receipt requested, or (c) overnight delivery service, and shall be deemed given upon actual receipt by the addressee. Notices shall be addressed as follows:

If to MST:

Monterey-Salinas Transit District ATTN: Michael Kohlman 19 Upper Ragsdale Drive, Suite 200 Monterey, CA 93940

Email:

If to CONTRACTOR:

NAME

ADDRESS

CITY, STATE, ZIP

Email:

Either Party may change the recipient or address for receiving notices upon written notice to the other Party.

14. INSURANCE

14.1 General:

CONTRACTOR, at its sole cost and expense, for the full term of this Contract (and any extensions thereof), shall obtain and maintain at minimum all of the following insurance coverage. Such insurance coverage shall allow and be endorsed primary coverage as respects MST and any insurance or self-insurance maintained by MST shall be excess of CONTRACTOR's insurance coverage and shall not contribute to it.

14.2 Types of Insurance and Minimum Limits

CONTRACTOR shall obtain and maintain during the term of this Contract:

(a) Worker's Compensation and Employer's Liability Insurance in conformance with the laws of the State of California (not required for CONTRACTOR 's or sub-CONTRACTORs providing MST written confirmation of having no employees) with limits of not less than one million dollars ($1,000,000) each accident, $1,000,000 by disease-policy, and $1,000,000 disease-each employee.

(b) CONTRACTOR’s vehicles used in the performance of this Contract, including owned, non-owned (e.g. owned by CONTRACTOR's employees), leased or hired vehicles, shall each be covered with Commercial Automobile, Liability Insurance using Insurance Services Office (ISO) Business Automobile Coverage form CA 00 01 (or equivalent) in the minimum amount of one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage.

(c) CONTRACTOR shall obtain and maintain Commercial General Liability

Insurance coverage with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01 in the minimum amount of one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate, and one million dollars ($1,000,000) products and completed operations aggregate. The policy shall include a per project or per location general aggregate endorsement. If a per project/location endorsement is not available, the limit for the general aggregate shall be doubled. If CONTRACTOR maintains higher limits than the specified minimum limits, MST requires and shall be entitled to coverage for the higher limits maintained by CONTRACTOR.

(d) CONTRACTOR shall obtain and maintain Professional Liability insurance that insures against professional errors and omissions that may be made in performing professional services in the minimum amount of two million dollars ($2,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of the start of work, and CONTRACTOR agrees to maintain continuous coverage through a period no less than three (3) years after completion of the work.

(e) CONSUTANT shall provide Cyber Liability Insurance with limits not less than one million dollars ($1,000,000) per claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by CONTRACTOR in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations.

14.3 Other Insurance Provisions

(a) As to all insurance coverage required herein, any deductible or self-insured retention exceeding $5,000.00 shall be disclosed to and be subject to written approval by MST.

(b) Except Professional Liability, each insurance coverage required hereunder is to be provided as an “occurrence” form basis only.

(c) All required Automobile Liability Insurance and Commercial General

Liability Insurance shall contain the following endorsement as a part of each policy: “MST is hereby added as an additional insured as respects the operations of the named insured."

(d) All the insurance required herein shall include and contain the following clause: "It is agreed that this insurance shall not be canceled until thirty (30) days after MST shall have been given written notice of such cancellation or reduction." If a carrier will not provide the required notice of cancellation, the CONTRACTOR shall provide written notice to MST of a cancellation no later than five (5) business days before cancellation.

(e) All required Workers’ Compensation, Automobile Liability Insurance and

Commercial General Liability shall contain and be endorsed with a waiver of subrogation in favor of MST.

(e) CONTRACTOR shall notify MST in writing at least thirty (30) days in advance of any reduction in any insurance policy required under this Contract.

(f) CONTRACTOR agrees to provide MST at or before the effective date of this Contract with a certificate of insurance of the coverage and amendatory endorsements required.

(g) If CONTRACTOR, for any reason, fails to maintain insurance coverage, which is required pursuant to this Contract, the same shall be deemed a material breach of contract. MST, at its sole option, may terminate this Contract and obtain damages from the CONTRACTOR resulting from said breach.

15. INDEMNIFICATION

To the maximum extent permitted by law, CONTRACTOR must indemnify, defend, keep and save harmless MST and its directors, agents, officials, and employees ("Indemnitees"), against all suits, claims or actions arising out of any of the following:

a. Any injury to persons or property damage that may occur, or that may be alleged to have occurred, arising from the performance of this Contract caused by a negligent act or omission or willful misconduct of CONTRACTOR or its employees, subcontractors or agents; or

b. Any allegation that materials or services provided by the CONTRACTOR under this Agreement infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual-property or proprietary right of any third party; or

c. Actual or alleged violations of the requirements of Exhibit C, including without limitation, disclosure of personally identifiable information (“PII”).

CONTRACTOR further agrees, at its own expense, to defend any and all actions, suits or claims, with counsel acceptable to MST in its sole discretion, and pay all charges of attorneys and all other costs and other expenses of defenses as they are incurred.

If any judgment is rendered, or settlement reached, against Indemnitees in any such action, CONTRACTOR must, at its own expense, satisfy and discharge the same. This indemnification will survive termination or expiration of the Agreement.

16. NON-DISCRIMINATION ASSURANCE

16.1 MST shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT-assisted contract or in the administration of its DBE Program or the requirements of 49 CFR Part 26.

MST’s DBE Program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this agreement.

16.2 CONTRACTOR shall not discriminate on the basis of race, creed, color, national origin, gender, or sex in the performance of this Contract.

CONTRACTOR shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of U.S. DOT-assisted contracts. Further, the Contractor agrees to comply with all provisions prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000d et seq., and with U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21.

CONTRACTOR shall obtain the same assurances from its joint venture partners, consultants, and subcontractors by including this assurance in all subcontracts entered into under this Contract. Failure by CONTRACTOR to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy, as MST deems appropriate, which may include, but is not limited to:

1. Withholding monthly progress payments; and/or

2. Assessing sanctions, liquidated damages; and/or

3. Disqualifying the CONTRACTOR from future bidding as non-responsible.

17. INDEPENDENT CONTRACTOR

CONTRACTOR is and shall at all times remain as to MST a wholly independent contractor. The personnel performing the services under this Contract on behalf of CONTRACTOR shall at all times be under CONTRACTOR exclusive direction and control. Neither MST nor any of its officers, employees, or agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s officers, employees, or agents, except as set forth in this Contract. CONTRACTOR shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of MST. CONTRACTOR shall not incur or have the power to incur any debt, obligation, or liability whatever against MST, or bind MST in any manner.

18. RECORDS

18.1 Recordkeeping. CONTRACTOR shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by MST that relate to the performance of services under this Contract. CONTRACTOR shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. CONTRACTOR shall provide free access to the representatives of MST or its designees upon request to such books and records; shall give MST the right to examine and audit said books and records;

shall permit MST to make copies and transcripts there from as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Contract.

18.2 Ownership of Work. During the term of the Contract and upon completion of, or in the event of termination or suspension of this Contract, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Contract are become the sole property of MST and may be used, reused, or otherwise disposed of by MST without the permission of CONTRACTOR. With respect to computer files, CONTRACTOR shall make available to MST, at MST’s office and upon reasonable written request by MST, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files.

The CONTRACTOR represents and warrants that all materials prepared under this Agreement are original or developed from materials in the public domain (or both) and that all materials prepared under and services provided under this Agreement do not infringe or violate any copyright, trademark, patent, trade secret, or other intellectual-property or proprietary right of any third party.

19. DEFAULT

CONTRACTOR’s failure to comply with the provisions of this Contract shall constitute a default. In the event CONTRACTOR is in default for cause under the terms of this Contract, MST shall have no obligation or duty to continue compensating CONTRACTOR for any work performed after the date of default and can terminate this Contract immediately by written notice to CONTRACTOR. If such failure by CONTRACTOR to make progress in the performance of work hereunder arises out of causes beyond CONTRACTOR’s control, and without fault or negligence of CONTRACTOR, it shall not be considered a default.

If MST determines CONTRACTOR is in default in the performance of any of the terms or conditions of this Agreement, they shall cause to be served upon CONTRACTOR a written notice of the default. CONTRACTOR shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event CONTRACTOR fails to cure its default within such period of time, MST shall have the right, notwithstanding any other provision of this Contract, to terminate this Contract without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Contract.

20. GOVERNING LAW

This Contract shall be in accordance with the laws of the State of California. Parties agree that this Contract was entered into in the State of California and the state is the only appropriate forum for any litigation as a result of breach of contract. Venue shall be within County of Monterey, California.

21. DISPUTES

Unless otherwise directed by MST, CONTRACTOR must continue performance under this Contract while matters in dispute are being resolved.

The Contractor will be solely responsible for providing timely written notice to MST of any claims for additional compensation and/or time in accordance with the provisions of this Agreement. It is MST's intent to investigate and attempt to resolve any Contractor claims before the Contractor has performed any disputed work. Therefore, Contractor’s failure to provide timely notice will constitute a waiver of Contractor’s claims for additional compensation and/or time.

Claims by the Contractor disputing any interpretation of the meaning and intent of this Agreement by MST or arising from performance of this Agreement must be referred in writing to MST's Project Manager for a written decision. All such claims must be filed within ten (10) calendar days after Contractor knows, or should have known, of the issues giving rise to the claim, and must be accompanied by written documentation substantiating the reasons for which the Contractor believes additional compensation/time may be due, the nature of the costs involved, and the amount of the potential claim. MST's Project Manager will respond to the Contractor in writing with a decision within thirty (30) calendar days following receipt of the Contractor’s claim. MST may, in its discretion, extend the time for its response if necessary, or may request, in writing, within thirty (30) calendar days of receipt of the claim, any additional documentation supporting the claim or relating to defenses or claims MST may have against the Contractor.

If there is a dispute over any claim, the Contractor must continue to work during the dispute resolution process in a diligent and timely manner as directed by MST, and will be governed by all applicable provisions of the Agreement. The Contractor must maintain cost records of all work which is the basis of any dispute.

Unless agreed upon by the parties, all disputes will use the following escalation procedures:

a. Contractor and MST will use good faith efforts to resolve all disputes informally at the Project Manager level. In the event such efforts are unsuccessful, either Party may request that MST provide a written determination as to the proposed resolution of the dispute.

b. Within thirty (30) calendar days of the request, the Project Manager will provide a written determination as to the dispute, which will include the basis for its decision.

Upon Contractor's written acceptance of the Project Manager’s determination, the Agreement may be modified and the determination implemented or, failing agreement, MST may in its sole discretion pay such amounts and/or revise the time for performance in accordance with the Project Manager’s determination.

c. If the Project Manager’s determination is not accepted by the Contractor, or if the

Project Manager fails to respond within thirty (30) calendar days, the matter will promptly be referred to senior executives of the Parties having designated authority to settle the dispute. The senior executives will exchange memoranda stating the issues in dispute and their respective positions and then meet for negotiations at a mutually agreed time and place. At either Party’s request, such meeting will take place within thirty (30) calendar days of the referral of the claim to senior management pursuant to this paragraph. If the matter has not been resolved within thirty (30) calendar days of commencement of senior management negotiations, the Parties may mutually agree to try to settle the dispute by means of alternate dispute resolution methodologies such as mediation or arbitration.

d. In the event that efforts to resolve disputes under this Section are unsuccessful, Contractor must file a government claim, pursuant to California Government Code Section 910 et seq., in order to initiate a civil action.

22. CONFLICT OF INTEREST

The CONTRACTOR warrants and represents that it presently has no interest and agrees that it will not acquire any interest that would present a conflict of interest under California Government Code §§ 1090 et seq. or §§ 87100 et seq. during the performance of services under this Agreement. The CONTRACTOR further covenants that it will not knowingly employ any person having such an interest in the performance of this Agreement.

Violation of this provision may result in this Agreement being deemed void and unenforceable.

Depending on the nature of the work performed, a CONTRACTOR of MST is subject to the same conflict of interest prohibitions that govern MST employees and officials (Cal.

Govt. Code Section 1090 et seq. and Cal. Govt. Code Section 87100 et seq. as well as all applicable federal regulations and laws). During the proposal process or the term of the Agreement, CONTRACTOR and its employees may be required to disclose financial interests.

Depending on the nature of the work performed, the CONTRACTOR may be required to publicly disclose financial interests under MST’s Conflict of Interest Code. Upon receipt, the CONTRACTOR agrees to promptly submit a Statement of Economic Interest on the form provided by MST.

No person previously in the position of director, officer, employee or agent of MST may act as an agent or attorney for, or otherwise represent, the CONTRACTOR by making any formal or informal appearance, or any oral or written communication, before MST, or any officer or employee of MST, for a period of twelve (12) months after leaving office or employment with MST if the appearance or communication is made for the purpose of influencing any action involving the issuance, amendment, award or revocation of a permit, license, grant or contract.

The CONTRACTOR must take all reasonable measures to preclude the existence or development of an organizational conflict of interest in connection with work performed under this Agreement and other solicitations. An organizational conflict of interest occurs when, due to other activities, relationships, or contracts, a firm or person is unable, or potentially unable, to render impartial assistance or advice to MST; a firm or person’s objectivity in performing the contract work is or might be impaired; or a firm or person has an unfair competitive advantage in proposing for award of a contract as a result of information gained in performance of this or some other Agreement.

The CONTRACTOR may not engage the services of any subcontractor or independent Contractor on any work related to this Agreement if the subcontractor or independent Contractor, or any employee of the subcontractor or independent Contractor, has an actual or apparent organizational conflict of interest related to work or services contemplated under this Agreement.

If at any time during the term of this Agreement, the CONTRACTOR becomes aware of an organizational conflict of interest in connection with the work performed hereunder, the CONTRACTOR immediately must provide MST with written notice of the facts and circumstances giving rise to this organizational conflict of interest. The CONTRACTOR's written notice will also propose alternatives for addressing or eliminating the organizational conflict of interest. If at any time during the term of this Agreement, MST becomes aware of an organizational conflict of interest in connection with the CONTRACTOR's performance of the work hereunder, MST will similarly notify the Contractor. In the event a conflict is presented, whether disclosed by the CONTRACTOR or discovered by MST, MST will consider the conflict presented and any alternatives proposed and meet with the CONTRACTOR to determine an appropriate course of action. MST's determination as to the manner in which to address the conflict will be final.

During the term of this Agreement, the CONTRACTOR must maintain lists of its employees, and the subcontractors and independent Contractor used and their employees. The CONTRACTOR must provide this information to MST upon request.

However, submittal of such lists does not relieve the CONTRACTOR of its obligation to assure that no organizational conflicts of interest exist. The CONTRACTOR must retain this record for five (5) years after MST makes final payment under this Agreement. Such lists may be published as part of future MST solicitations.

The CONTRACTOR must maintain written policies prohibiting organizational conflicts of interest and must ensure that its employees are fully familiar with these policies. The CONTRACTOR must monitor and enforce these policies and must require any subcontractors and affiliates to maintain, monitor and enforce policies prohibiting organizational conflicts of interest.

Failure to comply with this section may subject the CONTRACTOR to damages incurred by MST in addressing organizational conflicts that arise out of work performed by the CONTRACTOR, which damages the CONTRACTOR agrees to reimburse, or to termination of this Agreement for breach.

23. TERMINATION

MST has the right to terminate this Agreement or any task order at any time for cause or for convenience (including but not limited to for non-appropriation of funds) by giving written notice to the Contractor. Upon receipt of such notice, the Contractor must not commit itself to any further expenditure of time or resources. If the Agreement is terminated for any reason other than a breach or default by the Contractor, MST will pay the Contractor in accordance with the provisions of the applicable task order and this

Agreement all sums actually due and owing from MST for all services performed and all expenses incurred up to the day written notice of termination is given, plus any costs reasonably and necessary incurred by the Contractor to effect such termination.

If the Agreement or any task order is terminated for breach or default, MST will provide Contractor a reasonable opportunity to cure any breach or default prior to termination. If the Agreement or any task order is terminated for breach or default, MST will pay the Contractor an amount to cover only those services actually performed and expenses incurred in full accordance with the terms and conditions of this Agreement and task order up to the effective date of termination.

Upon termination for any reason, Contractor must transfer title to MST (to the extent that title has not already been transferred) and deliver in the manner, at the times, and to the extent directed by MST the work in process, completed work, and all other material produced as a part of, or acquired in respect of the performance. All data, work in process, completed work, and other material produced as a part of, or acquired in respect of the performance, whether complete or incomplete, must be delivered promptly to MST in native format, or other such format as instructed by MST. Additionally, at MST's request, for up to ninety (90) calendar days after any expiration or termination of this Agreement, Contractor will provide reasonable transition assistance; and for any such services outside the scope of this Agreement, Contractor may charge its then-prevailing rates for such services, but no more than the rates it charges to other customers for similar or comparable services and no more than reasonable rates.

In the event of termination, MST will not in any manner be liable for the Contractor's actual or projected lost profits had the Contractor completed the services required by this Agreement or any task order.

24. WORKERS' COMPENSATION COMPLIANCE

Contractor is required to secure the payment of compensation of its employees in accordance with Labor Code section 3700. Contractor certifies the following:

Contractor is aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor will comply with such provisions before commencing the performance of the any work or services under the Agreement or any subcontract.

25. EQUAL EMPLOYMENT OPPORTUNITY

In connection with the performance of this Agreement, the Contractor may not discriminate against any employee or applicant for employment because of race, color, religion, citizenship, political activity or affiliation, national origin, ancestry, physical or mental disability, marital status, age, medical condition (as defined under California law), veteran status, sexual orientation, gender identity, gender expression, sex or gender

(which includes pregnancy, childbirth, breastfeeding, or related medical conditions), taking or requesting statutorily protected leave, or any other characteristics protected under federal, state, or local laws. The Contractor must take affirmative actions to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, disability, national origin, or any other characteristic protected under state, federal, or local laws. Such actions include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation;

and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by MST's contracting officer setting forth the provisions of this nondiscrimination clause. The Contractor further agrees to insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials.

The Contractor will, in all solicitations or advancements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision will not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee’s essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor’s legal duty to furnish information.

26. MISCELLANEOUS PROVISIONS

26.1 Publicity. The CONTRACTOR, its employees, subcontractors and agents may not refer to MST, or use any logos, images or photographs of MST for any commercial purpose, including, but not limited to, advertising, promotion or public relations, without MST's prior written consent. Such written consent will not be required for the inclusion of MST's name on a customer list.

26.2 Amendment. This Contract may be amended or modified only by an instrument in writing signed by MST and CONTRACTOR.

26.3 Waiver. Any waiver of any terms and conditions of this Contract must be in writing and signed by MST and CONTRACTOR. A waiver of any of the terms and conditions of this Contract shall not be construed as a waiver of any other terms or conditions in this Contract.

26.4 Contractor. The term “CONTRACTOR” as used in this Contract includes

CONTRACTOR’s officers, agents, and employees acting on CONTRACTOR’s behalf in the performance of this Contract.

26.5 Assignment and Subcontracting. CONTRACTOR shall not assign, sell, or otherwise transfer its interest or obligations in this Contract without the prior written consent of MST. None of the services covered by this Contract shall be subcontracted without the prior written approval of MST.

Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the performance of all requirements of this Contract.

26.6 Successors and Assigns. This Contract and the rights, privileges, duties, and obligations of MST and CONTRACTOR under this Contract, to the extent assignable or delegable, shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, and heirs.

26.7 Headings. The headings are for convenience only and shall not be used to interpret the terms of this Contract.

26.8 Time is of the Essence; Liquidated Damages. It is agreed by the Parties that time is of the essence, and in the event of Contractor's delay in performance beyond the schedule approved by MST, damage will be sustained by MST and that it is or will be impracticable to determine the actual amount of the damage by reason of such delay. It is therefore agreed that MST may assess Liquidated Damages in the amount of $100 for each day Contractor fails to perform in accordance with the schedule approved by MST. No Liquidated Damages will be imposed if MST determines, based on a proper showing by the Contractor, that Contractor's failure to timely perform was due to causes beyond the Contractor's control.

26.9 Non-exclusive Contract. This Contract is non-exclusive and both MST and

CONTRACTOR expressly reserve the right to contract with other entities for the same or similar services.

26.10 Construction of Contract. MST and CONTRACTOR agree that each party has fully participated in the review and revision of this Contract and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Contract or any amendment to this Contract.

26.11 Counterparts and Electronic Signature. This Contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Contract. MST and

CONTRACTOR also agree and consent that any electronic signature affixed thereon shall have the full force and effect as a wet or manual signature.

26.12 Integration. This Contract, including the exhibits any documents incorporated by reference, represent the entire Contract between MST and CONTRACTOR with respect to the subject matter of this Contract and shall supersede all prior negotiations, representations, or agreements, either written or oral, between MST and CONTRACTOR as of the effective date of this Contract, which is the date that MST signs the Contract.

26.13 Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the provisions of this Contract and the Provisions of any exhibit or other attachment to this Contract, the provisions of this Contract shall prevail and control.

26.14 Severability. If any of the provisions contained in the Contract are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. Limitations of liability and indemnities shall survive termination of the Contract for any cause. If a part of this Contract is valid, all valid parts that are severable from the invalid part remain in effect. If a part of this Contract is invalid in one or more of its applications, the part remains in effect in all valid applications that are severable from the invalid applications.

26.15 Authority. Any individual executing this Contract on behalf of MST or

CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter into this Contract on behalf of such party and bind the party to the terms and conditions of this Contract.

26.16 Applicable Law. This Agreement, its interpretation and all work performed under it will be governed by the laws of the State of California.

26.17 Third Party Beneficiaries. This Agreement is not for the benefit of any person or entity other than the parties.

26.18 Attorney's Fees. If any legal proceeding should be instituted by either of the parties to enforce the terms of this Agreement or to determine the rights of the parties under this Agreement, the prevailing party in said proceeding will recover, in addition to all court costs, reasonable legal fees.

26.19 Compliance with Laws, Practices and Policies. CONTRACTOR and its employees, agents, and subcontractors performing the Services under this Agreement must at all times comply with all applicable local, state, federal laws, ordinances, statutes, and regulations (including without limitation any applicable health and safety standards) in effect at the time Services under this Agreement are performed. Contractor, when present at MST's facilities, will observe and obey (and compel its officers, employees, guests, and those doing business with it, to observe and obey) all generally applicable policies, practices, and procedures of MST.

26.20 Non-MST Contracts. MST will in no event be responsible for any claims, demands, losses, damages, compensation, or actions of any kind arising from or in any way related to contracts executed by the other Agencies as a result of RFP# 26-03 ("Non-MST Contracts").

26.21 Entire Agreement; Modification. This Agreement, including any attachments, constitutes the entire Agreement between the parties with respect to the subject matter hereof and may not be amended except by a written amendment executed by authorized representatives of both parties.

In the event of a conflict between the terms and conditions of this Agreement and the attachments, the terms of this Agreement will prevail.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the Effective Date.

Monterey-Salinas Transit District COMPANY NAME*

By:____________________________ By:________________________

Carl G. Sedoryk NAME General Manager/CEO TITLE

Date: __________________________ Date:______________________

* If the Contractor is a corporation, this Agreement must be executed by two corporate officers, consisting of: (1) the president, vice president or chair of the board; and (2) the secretary, assistant secretary, chief financial officer or assistant treasurer. In the alternative, this Agreement may be executed by a single officer or a person other than an officer provided that evidence satisfactory to MST is provided demonstrating that such individual is authorized to bind the corporation or LLC (e.g. a copy of a certified resolution from the corporation’s or LLC’s board or a copy of the corporation’s bylaws or LLC’s operating agreement.)