5-3.0 Special Terms and Conditions ERP System Final Version.pdf

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SECTION 3.0 - SPECIAL TERMS AND CONDITIONS

3.1. LIQUIDATED DAMAGES

☐ (Applicable if box checked) The term “Liquidated Damages” used in the Contract Documents shall have the meaning provided in Section 2.39 of the General Terms and Conditions, as amended by the Special Terms and Conditions

3.2. TERM

The term of any resulting Agreement shall be from Notice to Proceed to completion per the Contractor’s approved schedule, which shall support a fully operational completion date of no later than June 30, 2027. System maintenance and support shall be for a period of five (5) years from the completion date, with SFRTA’s sole option to renew for an additional five (5) year period.

3.3 CONTRACT EXPIRATION

☒ (Applicable if box checked)

In the event Services are scheduled to end because of the expiration of the term of this Contract, the Contractor shall continue the Services upon written notification from the Chief Contracting Officer that SFRTA is electing some or all of the extension period. The extension period shall not extend for more than ninety (90) days beyond the expiration date of the existing Contract. The Contractor shall be compensated for the Services at the rate(s) in effect when this extension clause is invoked by SFRTA.

3.4 BONDS

Contractor shall be required to obtain a Bid Bond and Payment and Performance Bond for the project.

☐ BID BOND (Applicable if box checked) The term “Bid Bond” used in the Contract Documents refers to either Bid Bond or a certified or cashier’s check.

A scan or copy of the original Bid Bond must be submitted with each Bid via Bonfire. In addition, the original Bid Bond with a raised seal and on thicker stock paper must be delivered by U.S. Mail, air, ground courier, or messenger service; or in person to the address shown below NO LATER THAN the due date provided in section 1.4 of the Instructions to Bidders. Failure to provide the original Bid Bond prior to the Bid opening WILL result in a Bid being deemed non-responsive.

South Florida Regional Transportation Authority Attn:

ITB/RFP

Project Name 801 NW 33rd Street

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Pompano Beach, FL 33064

a) Each Bid must be accompanied by a Bid Bond made payable to SFRTA on the approved form (see Exhibit 2), duly executed by the Bidder as principal and having as surety thereon a surety company acceptable to SFRTA and authorized to write such Bid Bond under the laws of the State of Florida, in an amount not less than five percent (5%) of the amount of the total Bid Amount. SFRTA reserves the right to reject any and all security tendered to SFRTA. The Bid Bond and surety must meet the requirements of Section 2.45 of the General Terms and Conditions and Exhibit 2.

b) The Bid Bond will be retained until the Successful Bidder has executed the Contract and furnished the required payment and performance bond, whereupon the Bid Bond will be returned. If the Successful Bidder fails to execute and deliver the Contract, provide proof of the required insurance coverage(s) and/or furnish the required payment and performance bond within seven (7) business days of the Notice of Award, SFRTA may annul the Notice of Award and the entire sum of the Bid Bond shall be forfeited to SFRTA as liquidated damages. The attorney in fact or other officer who signs a Bid Bond for a surety company must file with such a Bid Bond a certified copy of his power of attorney authorizing him to do so.

c) Once the notice to award has been issued, a firm that is not recommended for award must notify SFRTA in writing, within seven (7) business days of the Notice, if the firm wants the original Bid Bond returned.

☐ PAYMENT AND PERFORMANCE BOND (Applicable if box checked) This project requires the Contractor to provide a payment and performance bond in compliance with the requirements of the General Terms and Conditions.

3.5 LICENSING REQUIREMENTS

☐ (Applicable if box checked)

3.6 INSURANCE REQUIREMENTS

Contractor shall provide, pay for, and maintain in force at all times during the Services to be performed the policies set forth below. All certificates of insurance shall be subject to approval by SFRTA as to form and content. These requirements are subject to amendment or waiver only if approved by SFRTA in writing. A lapse in any required insurance coverage during the term of the Contract Documents shall be a material breach of the Contract Documents.

SFRTA reserves the right to reject coverage from any company not acceptable to SFRTA and to require Contractor to obtain coverage from another source. Self-insurance shall not be acceptable under the terms of the Contract Documents.

Contractor shall furnish a certificate(s) of insurance (“Proof of Insurance” - see below) to SFRTA within ten (10) business days of Contractor's receipt of fully executed Contract Documents. The certificates must include on their face that the insurance coverage

ITN NUMBER 25-017 STC Page 3 of 22 provided shall include endorsements containing the specific requirements below. If the insurance certificate(s) is received within the specified time frame, but not in the manner prescribed, Contractor shall be verbally notified of such deficiency and shall have an additional five (5) business days to submit a corrected certificate to SFRTA. If Contractor fails to submit the required insurance certificate(s) in the manner prescribed within fifteen

(15) business days from the receipt of fully executed Contract Documents, the Contractor may be in default, and the Contract Documents may be rescinded. Under such circumstances, Contractor may be prohibited from submitting future responses to SFRTA procurements.

Such policy or policies shall be issued by a company or companies authorized to transact business in the State of Florida or an eligible surplus lines insurer in good standing with the Florida Insurance Commissioner's Office.

Contractor shall use the Standard “ACORD” 25 Certificate of Liability Insurance form and Acord form 101, Additional Remarks Schedule, if necessary, evidencing that Contractor has met the insurance requirements.

Coverage shall be at least as broad as follows:

A.1 Contractor shall provide Commercial General Liability (CGL) Insurance afforded on an Occurrence-form no more restrictive than the latest edition of the CGL Policy (ISO form CG 00 01) as filed for use in the State of Florida by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State of Florida or those which, under an ISO filing, must be attached to the policy (i.e.

mandatory endorsements) and those described below which would apply to the Services contemplated by the Contract Documents.

At a minimum, the CGL policy described above shall include policy limits of:

A. One Million Dollars ($1,000,000) for each occurrence of bodily injury and property damage

B. One Million Dollars ($1,000,000) per occurrence and policy aggregate for personal injury and advertising injury

C. One Million Dollars ($1,000,000) Products and Completed Operations Aggregate Limit

D. Two Million Dollars ($2,000,000) General Aggregate Limit

In addition, Contractor’s coverage shall provide:

A. An endorsement giving SFRTA a minimum of thirty (30) days’ notice of cancellation for nonpayment of premium and thirty (30) days’ notice of cancellation for any other reason, nonrenewal and/or added restriction.

B. An endorsement naming SFRTA and FDOT as additional insureds. Coverage shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 (ongoing operations) and

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CG 20 37 (completed operations) forms. Coverage shall be Primary and Non- Contributory in favor of SFRTA.

C. That the coverage provided to the additional insureds by the Contractor is primary to any other insurance coverage or self-insurance maintained by the additional insureds. To the extent other insurance may respond to a claim, it shall be considered excess to the limits of Contractor’s insurance policies required by the Contract Documents.

D. An endorsement stating that the insurance company waives all of its rights of recovery under subrogation, a transfer of rights, or otherwise, against SFRTA, any additional insureds, separate contractors, and subcontractors.

E. All deductible amounts shall be borne by the Contractor.

F. Reserved.

G. Separation of Insureds endorsement.

H. No exclusion for Punitive Damages.

All Subcontractors retained or hired for the Work shall be required to maintain coverages and terms no less restrictive than those required of the Contractor. The Contractor shall be responsible for monitoring insurance compliance of all its Subcontractors.

Additionally, Contractor shall make available to SFRTA proof of insurance of all Subcontractors upon request.

A.2 Contractor shall provide Worker’s Compensation Insurance applicable to all employees in compliance with the "Workers' Compensation Law" of the State of Florida and all applicable federal laws. Employer's Liability with the minimum limit of One Million Dollars ($1,000,000) Each Accident, ($1,000,000) Each Disease and ($1,000,000) Each Employee.

A.2.1 Contractor and its Insurer(s) shall waive subrogation against SFRTA for injuries, including death, to employees of Contractor or any subcontractor working at any SFRTA site, regardless of cause, unless such injuries are the direct result of the willful misconduct or criminal negligence of SFRTA.

A.3 If applicable, Contractor shall provide Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Contractor shall include SFRTA as an additional insured and include the following coverages:

A. Owned vehicles;

B. Hired and non-owned vehicles;

C. Employees’ non-ownership; and, ITN NUMBER 25-017 STC Page 5 of 22

D. Personal Injury, Property Damage, Uninsured Motorist, Collision, and Comprehensive coverages.

E. ISO Endorsement CA2070 shall also be included in the Commercial Auto Policy

A.4 Umbrella/Excess Liability Insurance of no less than Four Million Dollars Per occurrence ($4,000,000) and Four Million Dollars in the aggregate ($4,000,000).

Coverage shall follow form to the Employers Liability, Commercial Auto and General Liability Policies.

A.5 (Not Applicable) Contractor’s Equipment. Equipment insurance that provides coverage for losses of and damage to tools, personal property and/or equipment, whether owned, rented, leased or in the care, custody or control of Contractor or any Subcontractor, that are used in the performance of the Work, but are not actually incorporated into the Work (“Equipment Insurance”).

A.6 (Not Applicable) Contractor shall provide Railroad Protective Insurance with a limit of not less than Two Million Dollars ($2,000,000) per occurrence/Six Million Dollars ($6,000,000) aggregate applying to Bodily Injury Liability, Property Damage Liability, or Physical Damage to property or a combination of all three. The aggregate limit shall apply separately to each job, contract, agreement, project or work order. SFRTA is to be a “Named Insured” on the policy.

A.7 Contractor shall provide Technical Errors & Omissions Liability covering all project services in an amount not less than Three Million Dollars ($3,000,000.00). The policy to cover negligence, infringement and network and privacy risks (including coverage for unauthorized access, failure of security, breach of privacy perils, wrongful disclosure or information, as well as notification costs and regulatory defense) in the performance of services. The policy shall include a discovery period for reporting claims of not less than twelve (12) months from the date of contract completion. The Technical Errors & Omission Liability Insurance requirement shall apply to all members of the project team within the scope of professional liability coverage for the amounts stated above.

A.8 Contractor shall obtain and maintain Cyber Insurance in an amount not less than Three Million Dollars ($3,000,000) each claim and annual aggregate. (i) First Party Coverage to include: full replacement value of, damage to, alteration of, loss of, or destruction of electronic data and/or information, Breach Response, Crisis Management & Public Relations, Cyber Extortion, Business Interruption & Extra Expense, Digital Asset Restoration, Funds Transfer Fraud, Computer Replacement Costs, Reputational Harm Loss, Service Fraud, Criminal Reward, and Invoice Manipulation. (ii) Third Party liability coverage for claims involving: Network & Information Security breaches, Regulatory Defense & Penalties, Multimedia Content, PCI Fines & Assessments, invasion of privacy violations, information theft, release of private information, and extortion. (iii) The policy shall provide coverage for breach response costs, regulatory fines, and penalties.

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A.9 Contractor will maintain Fidelity/Crime insurance in the amount of One Million Dollars ($1,000,000) per occurrence and aggregate to cover its employees, including third party endorsement for any hired subcontractors, or agents.

Renewal of Insurance. Contractor shall be responsible for assuring that the insurance certificates required in conjunction with this section remains in force with no changes for the duration of the contractual period. If the insurance certificate is scheduled to expire during this period, Contractor shall be responsible for submitting a new or renewed insurance certificate to SFRTA prior to expiration. In the event that expired certificate is not replaced with a new or renewed certificate, which covers the contractual period, SFRTA shall suspend all payments until such time as the new or renewed certificate is received by SFRTA.

Minimum Coverage. Insurance Coverage in the minimum amounts set forth herein shall not be construed to relieve Contractor of liability in excess of such coverage, nor shall it preclude SFRTA from taking such other actions as is available to it under any other provisions of this Contract or otherwise in law or equity.

Additional Insured. In all instances where the Contractor’s insurance is required to include parties as Additional Insureds, a copy of the Additional Insured Endorsement(s) shall be attached to the Certificate of Insurance.

The above indicated insurance coverages shall be issued by insurers of financial responsibility that are rated “A” or better by Best’s Insurance Report, “AA” or better by Standard & Poor’s Insurance Rating Service, or “AA. SFRTA reserves the right to reject as inadequate any insurance coverage provided by an insurance company that is rated less than the ratings above by any of the aforementioned rating Services.

3.7 PAYMENT

Section 8 of the GTC’s “Payments” is supplemented with the following:

3.7.1 Payment will be based on the final negotiated Milestone Payment schedule.

3.8 LIQUIDATED DAMAGES

Liquidated Damages assessed in accordance with General Terms and Conditions Section 2.47, shall not exceed five (5) percent of the Contract Amount.

3.9 SOFTWARE

3.9.1 GRANT OF RIGHT TO USE SOFTWARE

Contractor hereby grants to SFRTA a nonexclusive, nontransferable, perpetual license or subscription to use the Software (“License”) solely for internal business purposes by SFRTA and/or its designated service provider.

Software is defined as the comprehensive suite of applications, modules, databases, tools, and interfaces, together with all related configurations and functionality, which are hosted, maintained, and made accessible by the Contractor to provide SFRTA with the ERP system capabilities. This

ITN NUMBER 25-017 STC Page 7 of 22 includes, without limitation, all standard and customized features, enhancements, updates, upgrades, new versions, and modifications to such programs and components that are part of the Contractor’s offering and delivered as part of the services.

3.9.2 DOCUMENTATION

Contractor shall deliver to SFRTA ten (10) complete copies of the user documentation describing the functionality and operation of the Software and technical documentation describing the technical support procedures to assist with the on-going support of the Software (“Documentation”), including an electronic version with the ability to modify to the needs of SFRTA. Contractor agrees that Documentation provided with the Software shall be updated to reflect any Customizations. SFRTA shall have the right to make as many additional copies of the Documentation for its own use as it may determine. Customizations are defined as those certain features selected by SFRTA that are not currently available in the off the shelf version of the Software, that the Contractor shall provide as part of the Work.

3.9.3 SOFTWARE WARRANTY

Contractor represents and warrants that it has the right to grant the License set forth under this Agreement. Contractor further represents and warrants that it has good and marketable title to the Software sold hereunder free and clear from all liens, encumbrances, and claims of infringement of patent, copyright, trade secret or other proprietary rights of third parties. Contractor further represents and warrants that neither the Software in the form delivered by Contractor to SFRTA, nor any modifications, enhancements, updates, or upgrades thereto, nor the normal use thereof by SFRTA, shall infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party.

In the event that any third party makes a claim or files a lawsuit challenging SFRTA's right to use the Software, Contractor shall defend and indemnify SFRTA and hold it harmless for any and all losses, liabilities, judgments, damages, awards and costs (including legal fees and expenses) arising out of said claim or lawsuit, and for any monies paid in settlement thereof. Provided, however, that Contractor and SFRTA shall jointly approve the selection and retention of counsel for its defense thereof and shall participate in all major decisions relating to the conduct of its defense. Contractor shall consult with SFRTA before making any settlement on SFRTA’s behalf.

In resolving any such infringement claim, Contractor shall, in its reasonable discretion, either procure a license to enable SFRTA to continue to use the Software or develop or obtain a non-infringing substitute that meets SFRTA’s operational requirements and is approved by SFRTA at Contractor’s sole cost and expense.

Contractor represents and warrants that the Software and related products as described with this Agreement shall perform in accordance with all Documentation, Contract Documents, Contractor marketing literature, and any other communications attached to or referenced in this Agreement.

Contractor represents and warrants that the Software and related products, including all modifications required by the terms of this Agreement, shall meet the requirements of SFRTA as set forth in the Contract Documents.

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SFRTA has: (i) presented detailed technical specifications of the particular purpose for which the Software is intended, (ii) provided detailed descriptions and criteria of how the Software can be defined to accomplish particular purpose, and. Given this provided information about, SFRTA’s particular purpose, Contractor, at the time this Agreement is in force, has (1) reason and opportunity to know the particular purpose for which the Software is required, (2) that SFRTA is relying on Contractor’s experience and knowledge of the Software to identify those components which are most suitable and appropriate, and (3) that SFRTA is relying on Contractor’s experience and knowledge to identify the appropriate Services that shall assist in making the Software operational. Therefore, Contractor warrants that the Software, including all products included in this Agreement, are fit for the purposes for which they are intended and satisfy all of the requirements as described in the Contract Documents.

3.9.4 PATENTS, COPYRIGHTS, AND PROPRIETARY RIGHTS

INDEMNIFICATION

The Contractor, at its own expense, shall completely and entirely defend SFRTA from any claim or suit brought against SFRTA arising from claims of violation of United States patents or copyrights resulting from the Contractor or the Authority’s use of any equipment, technology, documentation, and/or data developed in connection with the Services and Software (together the Solution) described in this Agreement. SFRTA will provide the Contractor with a written notice of any such claim or suit. SFRTA will also assist the Contractor, in all reasonable ways, in the preparation of information helpful to the Contractor in defending SFRTA against this suit.

In the event that SFRTA is required to pay monies in defending such claims, resulting from the Contractor being uncooperative or unsuccessful in representing the Authority's interest, or in the event that SFRTA is ordered to pay damages as a result of a judgment arising out of an infringement of patents and/or copyrights, Contractor agrees to fully reimburse SFRTA for all monies expended in connection with these matters. SFRTA retains the right to offset against any amounts owed Contractor any such monies expended by SFRTA in defending itself against such claims.

Should a court order be issued against SFRTA restricting the Authority's use of any portion of the Software related to the claim at the Authority's sole option the Contractor shall provide, at the Contractor's sole expense, the following:

• Purchase for SFRTA the rights to continue using the contested Software or portions thereof which may include purchase of a third-party software product which meets all of the requirements of the Contract Documents (“ Replacement Software”), or

• Provide substitute software products and related services to SFRTA which are, in the Authority's sole opinion, of equal or greater quality to the Software and which satisfy all of the requirements of the Contract Documents, or

• Refund all monies to SFRTA that were paid to the Contractor for the Software. The Contractor shall also pay to SFRTA all reasonable losses related to the Software and for all reasonable expenses related to the installation, implementation and conversion to the Replacement Software so that the Replacement Software meets all of the requirements of the Contract Documents.

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3.9.5 LIABILITY FOR SOFTWARE CONTRACTOR INFRINGEMENT

The Contractor shall reimburse SFRTA for all costs related to infringement regardless of when SFRTA may elect (at its sole discretion) the options listed above in Section 3.9.4. There shall be no limit of liability on behalf of the Contractor if the Software is determined to be infringing.

3.9.6 SOFTWARE INTERFACES

SFRTA has the right to develop interfaces to, and/or database applications that integrate with, the licensed Software using Contractor’s recommended database and development tools without voiding the terms or warranties herein.

3.9.7 RIGHT TO OUTSOURCE

Software (whether provided by license or subscription) to SFRTA may be used by a third-party Contractor hired by SFRTA to perform outsource services on SFRTA’s behalf.

3.9.8 USE OF SOFTWARE BY PERSONNEL WHO ARE NOT EMPLOYEES

SFRTA’s consultants, other contractors, external customers, and business partners may access and use the Software under the Authority’s direction.

3.9.9 DISASTER RECOVERY & DISASTER RECOVERY TESTING

There will be no additional Software costs incurred by SFRTA to process or use the Software at another site in the event of a disaster that shuts down the primary location where the Software is hosted or for testing at the disaster recovery site.

3.9.10 CONTRACTOR MERGER OR ACQUISITION

In the event the Contractor is merged or acquired, the acquiring entity shall honor all of the terms of the existing contract for ten (10) years or until the end of the present Agreement term, whichever is longer.

3.10 SOFTWARE MAINTENANCE AND SUPPORT

3.10.1 EXTENDED SERVICES

For as long as SFRTA pays the annual licensing or subscription fees, whichever is applicable (“Annual Fees”) delineated in the Contract Documents, Contractor shall provide SFRTA with maintenance and support services (“Extended Services”) with respect to the Software. Such Extended Services shall consist of the following:

A. Contractor shall provide maintenance for the Software necessary to ensure its operation in material conformance with all Documentation, Contract Documents and all representations and warranties set forth herein.

B. Contractor shall provide SFRTA with any revisions, updates and enhancements of the Software, together with related documentation, during the period in which such Extended Services under this Agreement are furnished.

C. Contractor agrees that the rates specified for Extended Services shall remain in effect for a period of at least two (2) years from the date of Final Acceptance.

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D. Contractor shall not assign any of the Extended Services obligations as contemplated herein, without prior written authorization of SFRTA’s Executive Director or Governing Board (as applicable), which may not be unreasonably withheld. Contractor shall not utilize subcontractors for any Extended Services without the express written authorization of SFRTA’s Executive Director.

3.10.2 RESOLUTION AND RESPONSE TIME WARRANTY

Contractor warrants that the resolution and response times delineated below (“Resolution and Response Times”) shall be adhered to as follows:

Priority 1 support issues are defined as: Mission Critical – Software is down /undiagnosed but feared critical by SFRTA; situation may require a restore and Software use is suspended until a diagnosis is given.

• Response to first call time limit – within two (2) business hours.

• Resolution time limit – Contractor shall use its best efforts to resolve within one (1) business days.

• If Contractor and SFRTA are on a support telephone call to resolve a Priority 1 support issue at the time that normal support hours end, Contractor support representatives will remain on the call past the normal support hours to provide what assistance can be provided at no additional cost. SFRTA acknowledges that programmers will not be available at that time.

• Penalty for not adhering to time limits - SFRTA shall receive a ten percent (10%) credit against the Annual Fees, per incident.

Priority 2 support issues are defined as: Critical Issue – Software is not down, but operations are negatively impacted as determined by SFRTA.

• Response to first call time limit – within four (4) business hours.

• Resolution time limit – Contractor shall use its best efforts to resolve within two (2) business days.

• Penalty for not adhering to time limits - SFRTA shall receive a ten percent (10%) credit against the Annual Fees, per incident.

Priority 3 support issues are defined as: Non-Critical Issue – resolution period to be mutually agreed upon.

• Response to first call time limit – within twelve (12) business hours.

• Resolution time limit – Contractor shall use its best efforts to resolve within four (4) business days.

• Penalty for not adhering to time limits - SFRTA shall receive a ten percent (10%) credit against the Annual Fees, per incident.

3.10.3 TERMINATION OF ANNUAL MAINTENANCE AND SUPPORT

SFRTA may cancel Extended Services upon ninety (90) day notification to the Contractor.

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Extended Services may be reinstated by SFRTA at an amount not to exceed the back fees that would have been due if Extended Services had not been dropped. In the event of reinstatement of Extended Services, SFRTA shall not be forced to move to a new license and/or subscription model.

The Contractor shall give SFRTA at least six (6) months’ notice before unilaterally canceling Extended Services. In addition, the Contractor shall continue to support the Software as long as it is supporting such Software for other customers of Contractor.

3.10.4 FEDERALLY MANDATED CHANGES

Contractor shall supply SFRTA with all federally mandated changes to Contractor’s Software.

Contractor will make a good faith effort to provide SFRTA with these changes within ninety (90) days of their enactment dates prescribed by the aforementioned relevant federally mandated changes. In the event that Contractor is unable to supply these changes within ninety (90) days of the enactment, SFRTA will be credited a prorated share of the Annual Fees for every week Contractor is tardy in delivering the required change.

3.10.5 FUTURE RELEASES/UPGRADES

SFRTA shall be entitled to future releases and upgrades, whether of a “minor” or major” nature, of Software for no additional cost beyond the Annual Fees delineated in Exhibit <##>.

3.10.6 SOFTWARE LONGEVITY

The Contractor certifies that the Software will remain available and fully supported by Contractor for a minimum of five (5) years from the date the Agreement is signed and that any material changes to Contractor’s company or products will not affect the Authority's implementation or Extended Services of the Software as long as SFRTA pays the Annual Fees.

3.10.7 SUCCESSOR SOFTWARE PRODUCTS

In the event Contractor makes available successor software products with substantially similar functionality as the Software which may be based on a new technical architecture (“Successor Products”) within 10 years of contract signing, SFRTA may transfer the subscription for the Software to the Successor Products for no additional Contractor Annual fees. In such event, SFRTA shall pay the then-current Annual Fees for the Successor Products, in addition to any services and/or third-party fees associated with the Successor Products.

3.10.8 FUNCTIONALITY REPLACEMENT

SFRTA maintains the rights to the Software functionality that is subscribed and/or licensed to herein, even if that functionality later gets renamed or bundled by Contractor as a new product.

3.10.9 CONTINUITY OF WARRANTY

SFRTA may continue the Software Warranty protection by purchasing and paying for Extended Services described herein. By doing so, all Software Warranty and Resolution and Response Time Warranty conditions included herein shall remain in effect, in perpetuity, as long as payments for Annual Fees are kept current.

3.10.10PAYMENT TERMS – ANNUAL FEES

SFRTA’s payments under the Agreement, including the time of payment and the payment of interest on overdue amounts, are subject to SFRTA’s payment policies. SFRTA reserves the right to ask the Contractor to resend the corrected invoice to SFRTA if necessary, to conform the amount to the terms of the Agreement.

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Contractor shall invoice SFRTA for the Total Amount on Exhibits <##> and <##> according to the following payment schedule:

Annual Fees

• First year Annual Fees due upon Final Acceptance

• Subsequent Annual Fees due annually on anniversary of Final Acceptance

Contractor shall submit to SFRTA an invoice in a form agreeable to the Authority. The invoice shall be accompanied by such supporting documentation as required by the Authority.

3.11 PROFESSIONAL SERVICES

3.11.1 CONTRACT EXTENSION

If Contractor anticipates missing a milestone date identified in the Project Schedule, then Contractor must notify SFRTA immediately in writing so that a mutually acceptable revised milestone date can be agreed to. Such revisions shall not alleviate SFRTA’s right to Liquidated Damages in the event such a delay is caused by Contractor resulting in a delay of the Go Live date as defined in Project Schedule or any other Services. This provision shall not prevent SFRTA from enforcing any of the provisions of the General Terms and Conditions including but not limited to requesting a Recovery Schedule.

3.11.2 SUBCONTRACTORS

The Contractor may use subcontractors in connection with the Work performed under this Agreement. When using subcontractors, however, the Contractor must obtain written prior approval from SFRTA for activities or duties to take place at any SFRTA site. In using subcontractors, the Contractor agrees to be responsible for all of their acts and omissions to the same extent as if the subcontractors were employees of the Contractor. This provision shall be read in concert with any other Contract provisions pertaining to subcontractors.

3.11.3 PROJECT SCHEDULE AND ACCEPTANCE

Contractor shall develop a detailed project schedule that details both Contractor’s and SFRTA’s responsibilities, timeline for Project activities, phases, milestones, and deliverables (“Project Schedule”) in connection with Contractor’s performance of the Services. The Project Schedule should be in sufficient detail to specify the deliverables, conversion, training, testing, acceptance, configuration, modification, integration, and live operation activities. Both Contractor and SFRTA agree that a mutually agreeable Project Schedule will be submitted and approved by SFRTA within thirty (30) days after the NTP issuance date (“NTP Date”). In the event Contractor is unable to provide the Project Schedule within thirty (30) days from the NTP Date, SFRTA shall have at its sole and exclusive option, the ability to terminate the Agreement and obtain all fees paid to Contractor. The Project Plans will also include the criteria by which the software will be tested and accepted by SFRTA.

3.11.4 PROGRAMMING SERVICES

SFRTA may during the implementation period or thereafter require modifications, interfaces, conversion, report writing, etc., services from Contractor (“Customizations”). Contractor agrees to provide a written Contract Amendment describing the work to be performed and estimating the costs for SFRTA approval before any work is initiated by Contractor. Contractor shall not exceed the costs set forth in the mutually agreed to Contract Amendments without justification, in writing, ITN NUMBER 25-017 STC Page 13 of 22 that is acceptable to the Authority. No costs in excess of the estimates will be paid by SFRTA unless approved in writing in advance of fee incurrence. All Customizations shall be subject to Acceptance Testing before payment is released by the Authority. Acceptance of the Customizations resulting from each Contract Amendment shall be per the Acceptance Testing clause herein.

3.11.5 ACCEPTANCE TESTING

For purposes of acceptance of the Software (or portions thereof), the parties intend to use the following staged acceptance procedure. All timeframes specified in the following procedures may be overridden by the Project Schedule.

• Written Deliverable: Contractor may submit interim drafts (stamped, noted or otherwise clearly marked “Draft”) of a written deliverable to SFRTA for review. SFRTA agrees to review and provide comments to Contractor on each interim draft within ten (10) business days after receiving it from Contractor. SFRTA will have the opportunity to review the written deliverable for an acceptance period of ten (10) business days after delivery of the final version (stamped, noted or otherwise clearly marked “Final Draft”) of the written deliverable (the “Acceptance Period”). SFRTA agrees to notify Contractor in writing by the end of the Acceptance Period either stating that the written deliverable is accepted in the form delivered by Contractor or describing in reasonable detail any substantive deficiencies that must be corrected prior to acceptance of the written deliverable. If SFRTA delivers to Contractor a timely notice of deficiencies, Contractor shall promptly correct the described deficiencies and return to SFRTA for Acceptance. SFRTA will not unreasonably withhold, delay or condition its approval of a final written deliverable.

Contractor is responsible for tracking status of each deliverable including but not limited to the date in which it was submitted to SFRTA and date returned.

• Software Deliverable: Acceptance testing is an iterative process designed to determine whether each component of the Software combined with related Services delivered by Contractor (“Software Deliverable”) performs the functions described in the Contract Documents and to discover and remove material deviations where the Software Deliverable does not substantially perform the functions described in the Contract Documents (“Defects”) through repeated testing cycles. In the event of conflicts between Contract Documents and Application Software Documentation the Contract Documents shall prevail.

Contractor shall work with SFRTA and make a good faith effort to develop a test plan with the requisite details, understanding the level of detail required may change depending on the complexity of the requested Software Deliverable and to test each Software Deliverable (the “Acceptance Tests” or “Acceptance Testing”).

1. The “Acceptance Test Period” for each Software Deliverable will be ten (10) business days unless an alternate time is mutually agreed upon between Contractor and SFRTA per the Project Schedule. The Acceptance Test Period for each Software Deliverable will start within three (3) business days from the final deliverable submission date, unless an alternate start date is mutually agreed upon by Contractor and SFRTA per the Project Schedule, after the Software Deliverable is installed at SFRTA’s designated site and Contractor has successfully completed Contractor’s installation test and notified SFRTA that the Software Deliverable is “Ready for Acceptance

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Testing.” Contractor will not be obligated to deliver a Software Deliverable to SFRTA until SFRTA provides written notice to the Contractor that the target technical platform and environment are ready for delivery of the Software Deliverable. The Contractor shall ensure that all Software Deliverables meet the requirements of the Contract Documents, including deliverable acceptance documents which will be developed jointly by the Contractor and SFRTA.

2. If SFRTA determines during the Acceptance Test Period that the Software Deliverable contains a Defect, SFRTA will promptly send Contractor a written notice reporting the alleged Defect describing it to Contractor in sufficient detail reasonably necessary for Contractor to recreate the Defect. Contractor shall, at its own expense, promptly modify the Software Deliverable to correct the reported Defect within a reasonable timeframe mutually agreed upon between the parties. Should the parties be unable to agree on a timeframe, the Contractor shall still be obligated to diligently pursue correction of the Defect and shall provide the Software modifications to SFRTA for re-testing ensuring that the Defect is fully resolved to the satisfaction of SFRTA. SFRTA will then re-test the modified portions of the Software Deliverable promptly after receiving the modifications from Contractor. In such a case, Contractor and SFRTA will mutually agree upon an updated Acceptance Test Period.

3. By the end of the Acceptance Testing Period SFRTA will provide Contractor with a final written list reporting any outstanding Defects (the “Punch List”). SFRTA will then have ten (10) business days after the receipt of the modifications to re-test the modified Software Deliverable to confirm that the Defects that were reported on the Punch List have been removed. If any Defects that were reported on the Punch List have not been removed, SFRTA will provide Contractor with written notification by the end of the retesting period of any such Defects. In such event, the procedures set forth in this section shall be repeated for the remaining Defects on the Punch List.

4. Contractor and SFRTA each agree to work diligently to achieve acceptance of Software Deliverable at the earliest possible date.

• “User Acceptance Testing” shall mean testing of each phase identified in the Project Schedule using the process defined above for Software Deliverables.

• Go-Live shall mean the point in which the system becomes fully operational and supports necessary business functions for SFRTA.

• “Conditional Acceptance” will occur upon the earlier of correction of Defects reported as part of User Acceptance Testing of the Phase or Go-Live of the Phase. There will be a Conditional Acceptance for each Phase; Conditional Acceptance after the final Phase constitutes Conditional Acceptance of the entire Solution. The criteria for Conditional Acceptance will be jointly defined by the Contractor and SFRTA. Unless the Project Schedule determines otherwise, the Acceptance Test Period for User Acceptance Testing will be thirty (30) calendar days, Contractor and SFRTA shall work diligently to put the Phase into Go Live operations.

• “Final Acceptance” shall not be achieved until the Software in totality has been successfully used by SFRTA in normal day to day operations for a period of thirty (30) calendar days, provision of all Services by Contractor, and completion of the Phases and/or the Software previously tested and meeting Conditional Acceptance. If after thirty (30) calendar days the Solution performs without Defects, SFRTA will issue “Final Acceptance.” The thirty (30) day period for Final Acceptance will stop if Defects are found

ITN NUMBER 25-017 STC Page 15 of 22 during day-to-day operations. The Final Acceptance process will resume on the date SFRTA confirms the Defect is fixed and will continue for the remainder of the ten (10) day period. There will be a Final Acceptance for each Phase; Final Acceptance after the final Phase constitutes Final Acceptance of the entire Solution.

3.11.6 PROFESSIONAL SERVICES WARRANTY

Contractor agrees at all times to maintain an adequate staff of experienced and qualified employees and/or subcontractors for efficient and successful performance of the Work. Contractor agrees that, at all times, the employees and/or subcontractors/agents of Contractor furnishing or performing any Services shall do so in a proper, workmanlike, and dignified manner.

Contractor agrees that all persons working for or on behalf of Contractor whose duties bring them upon the Authority’s premises shall obey the rules and regulations that are established by SFRTA and shall comply with the reasonable directions of the Authority’s officers, employees and SFRTA-authorized contractors. SFRTA may, at any time, require the removal and replacement of any of Contractor's employees or subcontractors for good cause.

Contractor shall be responsible for the acts of its employees and agents while on the Authority’s premises and any injuries or losses they incur. Accordingly, Contractor agrees to take all necessary measures to prevent injury and loss to persons (including its employees and agents) or property located on the Authority’s premises. Contractor shall be responsible for all damages to persons (including its employees and agents) or property caused by Contractor or any of its agents or employees. Contractor shall promptly repair, to the specifications of the Authority, any damage that it, or its employees or agents, may cause to the Authority’s premises or equipment. Should Contractor fail to do so in SFRTA’s opinion, SFRTA may elect to repair such damage and Contractor shall reimburse SFRTA promptly for the cost of any such repair.

Contractor agrees that, in the event of an accident of any kind, Contractor shall immediately notify the Authority’s contact person and thereafter, if requested, furnish a full written report of such accident promptly to SFRTA.

Contractor shall perform the Services without interfering in any way with the activities of the Authority’s staff, agents or visitors.

Contractor and its employees or agents shall have the right to use only those facilities of SFRTA that are necessary to perform the Services and shall have no right to access any other facilities of the Authority. SFRTA shall also extend parking privileges to properly identified members of Contractor's full-time staff on the same basis as they are extended to the Authority’s staff.

SFRTA shall have no responsibility for the loss, theft, mysterious disappearance of, or damage to equipment, tools, materials, supplies, and other personal property of Contractor or its employees or subcontractors/agents.

3.11.7 INEFFECTIVE TRAINING

Contractor shall submit to SFRTA an agenda in advance of any training sessions to be covered with the key materials provided during the course of the training. Further, Contractor shall provide

ITN NUMBER 25-017 STC Page 16 of 22 to SFRTA details associated with the layout of the training facility, computer requirements, as well as all associated media necessary to deliver the training session. SFRTA will conduct a rating of the training session after its completion and communicate the results of this rating to Contractor for future training session improvements. In the event that SFRTA asserts in good faith that any Contractor training consultant lacks the skill or capability to adequately train SFRTA’s staff or agents, Contractor shall replace such training consultant within a reasonable period of time. If SFRTA notifies Contractor within ten (10) business days of the completion of said training, that in SFRTA’s reasonable judgment the training sessions provided by such training consultant were inadequate or ineffective, then Contractor shall provide a credit in training days to SFRTA for all such training sessions.

3.11.8 SUBCONTRACTS

The Contractor agrees not to subcontract any of the Work without the prior written approval of SFRTA. Any subcontractors included in the Contractor’s Proposal shall be deemed approved by SFRTA upon execution of the Agreement. The Contractor agrees to be responsible for the accuracy and timeliness of the Work submitted in the fulfillment of its responsibilities under this Agreement regardless of whether the Work was completed by Contractor’s employees or subcontractors; the Contractor is responsible for successfully meeting all requirements of the Contract Documents..

3.11.9 LIQUIDATED DAMAGES

Failure on the part of the Contractor to complete critical Project milestones as established in the Project Schedule may result in liquidated damages being imposed on the Contractor by SFRTA.

The milestones will be defined in the Project Schedule and extent of damages will be 1% of the Contract Amount per day for each day the project Go Live date as defined in the Project Schedule is extended.

3.11.10TRAVEL EXPENSE REIMBURSEMENT

All travel expense costs must be included in the Contractor’s Contract Amount. SFRTA will not make a separate payment for reimbursable expenses. Per Force Majeure, SFRTA shall not be liable for additional travel costs incurred due for any reason outside Contractor’s control.

3.11.11VIDEO AND AUDIO RECORDING

SFRTA reserves the right to record video and/or audio of any and all training sessions, whether held at SFRTA site, Contractor site, or via teleconference. Use of such recordings shall be strictly for SFRTA training purposes.

3.12 HOSTING SERVICES (IF APPLICABLE)

3.12.1 LOCATION OF DATA

Contractor will not at any time store SFRTA data on hardware located outside the United States.

Additionally, the data may only be accessed by individuals located in the United States.

3.12.2 HOSTING SERVICES

Contractor will provide hosting services consisting of system administration, system management, and system monitoring activities that Contractor performs for the Software, and includes the right to access and use the Software, resolving performance issues under the terms of the Service Level Agreement (SLA), SFRTA data storage, SFRTA data archiving and disaster recovery services (“Hosting Services”). Hosting Services do not include support of an operating system or hardware

ITN NUMBER 25-017 STC Page 17 of 22 other than those used by Contractor at Contractor’s data centers to host and operate the Software, support outside of Contractor’s normal business hours, training, consulting or other professional services.

3.12.3 SERVICE AUDITS

Hosting Services are audited at least yearly in accordance with the AICPA’s Statement on Standards for Attestation Engagements (“SSAE”) No. 16, Type 2. Contractor has attained, and will maintain, Type II SSAE compliance, or its equivalent, for so long as this Agreement is in effect. Upon execution of a mutually agreeable Non-Disclosure Agreement (“NDA”), Contractor will provide SFRTA with a summary of Contractor’s SSAE-16 compliance report or its equivalent.

Every year thereafter, for so long as the NDA is in effect and in which SFRTA makes a written request, Contractor will provide that same information.

3.12.4 DISASTER RECOVERY

Prior to the award of the Contract, the Contractor shall provide SFRTA with its’ business continuity/disaster recovery plan which it has developed and implemented that aligns with government standards and requirements for review and approval. Contractor shall continue to maintain the SFRTA-approved business continuity/disaster recovery plan for the Contract Term.

As part of Contractor’s business continuity/disaster recovery program, Contractor has fully-redundant telecommunications access, electrical power, and the required hardware to provide access to the Software and Hosting Services in the event of a component or system failure or any other unplanned interruption of the Software or Hosting Services whether caused by a disaster or otherwise. In the event any of SFRTA data has been lost or damaged due to an act or omission of Contractor or its sub-contractors or due to a defect in Software, Contractor shall use best commercial efforts to restore all the data on servers in accordance with the architectural design’s capabilities and with the goal of minimizing any data loss as greatly as possible. In no case shall the recovery point objective (“RPO”) exceed a maximum of twenty-four (24) hours from declaration of disaster. For purposes of this subsection, RPO represents the maximum tolerable period during which SFRTA data may be lost, measured in relation to a disaster Contractor declares, said declaration will not be unreasonably withheld.