Solicitation No. B-2095023

DART Form 33D Page 1 of 6 Exhibit D

DALLAS AREA RAPID TRANSIT

EXHIBIT D

SPECIAL PROVISIONS

Table of Contents

1 ADDITIONAL DEFINITIONS (D-200.11A, AUG 90)

2 INDEFINITE DELIVERY/INDEFINITE QUANTITY (D-200.01B, JAN 17)

3 ORDERING (D-200.05A, NOV 05)

4 BASIC ORDERING AGREEMENT (D-200.01D, JAN 02)

5 NOTICE TO PROCEED (D-200.02A, MAR 02)

6 TERM OF CONTRACT (D-200.03A, JUN 06)

7 DELIVERY

8 INVOICING AND PAYMENT (D-200.07A, JUN 01)

9 INSURANCE REQUIREMENTS FOR SUPPLY/SERVICES CONTRACTS (D-200.08A, MAR 02)

10 COMMUNICATIONS (D-200.21B, JAN 02)

11 COMMERCIAL TRADE AND RESALE AUTHORITY (D-200.16A, JAN 02)

12 CONTRACT IDENTIFICATION NUMBER (D-200.21A, AUG 04)

13 FIVE STAR CUSTOMER SERVICE (D-700.01, APR 15)

14 U.S. DEPARTMENT OF HOMELAND SECURITY’S E-VERIFY SYSTEM (D-700.02, APR 15)

15 VIDEO SURVEILLANCE EQUIPMENT AND SERVICES (D-700.04, MAR 2020)

1 Additional Definitions (D-200.11A, AUG 90)

As used throughout this contract, the following terms shall have the meaning as set forth below.

(a) D/FW Consolidated Metropolitan Statistical Area (D-200.11B, AUG 90)

The D/FW CMSA (Dallas/Fort Worth Consolidated Metropolitan Statistical Area) includes the following nine

(9) Texas counties: Collin, Dallas, Denton, Ellis, Johnson, Kaufman, Parker, Rockwall and Tarrant.

(b) DART Service Area (D-200.11C, SEP 96)

The DART Service Area includes the following thirteen (13) Texas cities: Addison, Carrollton, Cockrell Hill, Dallas, Farmers Branch, Garland, Glenn Heights, Highland Park, Irving, Plano, Richardson, Rowlett, and University Park.

(c) Work Day (D-200.11D, NOV 05)

“Work day” is defined as any day Monday through Friday, except Authority designated holidays. Holidays that fall on a Saturday are observed on the Friday before the holiday. Holidays that fall on a Sunday are observed the following Monday.

2 Indefinite Delivery/Indefinite Quantity (D-200.01B, JAN 17)

(a) This is an indefinite delivery, indefinite quantity contract for the supplies or services specified elsewhere in the contract. The quantities of supplies and services specified are estimates only and are not guaranteed to be purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Authority, when and if ordered, a maximum of 110% worth of goods and services. The Authority shall order a minimum of 50% worth of goods and services.

(c) Except for any limitations on quantities, which may be specified elsewhere in this contract, there is no limit on the number of orders that may be issued.

DART Form 33D Page 2 of 6 Exhibit D

(d) Orders issued during the effective period of this contract, but not completed within that period, shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor's and Authority's rights and obligations with respect to that order, to the same extent as if the order were completed during the contract's effective period.

3 Ordering (D-200.05A, NOV 05)

(a) Any supplies and services to be furnished under this contract shall be obtained by the issuance of orders. The Contracting Officer and his designated representative(s) are the only individuals with the authority to place orders against this contract.

(b) All orders are subject to the terms and conditions of this contract. In the event of conflict between an order and this contract, the contract shall control.

(c) If mailed, an order is considered "issued" when the Authority deposits the order in the mail.

(d) Additionally, orders may be issued by telephone followed by a written order, by electronic mail with an attached order, or by facsimile.

4 Basic Ordering Agreement (D-200.01D, JAN 02)

(a) This is a Basic Ordering Agreement for the services specified, and effective for the period stated, in the Schedule. The extent to which the Authority shall issue task orders for the services of the types specified in the Schedule are dependent upon the Authority’s needs/requirements. No services or work are purchased by this Basic Ordering Agreement. Performance of any work shall only occur upon the Authority’s issuance of task orders under the Basic Ordering Agreement. If the Authority’s requirements do not result in issuance of any orders to a contractor under the Basic Ordering Agreement, that fact shall not constitute the basis for an equitable price adjustment.

(b) Performance shall be made only as authorized by orders issued in accordance with the Ordering and Price Limitation clause. Subject to any limitations in the Ordering and Pricing Limitation clause or elsewhere in this Agreement, the Contractor shall furnish to the Authority the services specified in the Schedule and called for by orders issued in accordance with the Agreement. The Authority may issue orders requiring delivery to multiple destinations.

(c) In the event that the Contractor(s) cannot provide the requested services within the DART required time frame, the Authority reserves the unilateral right to procure the services from any other source it deems capable of providing those services.

(d) Any order issued during the effective period of this agreement and not completed within the time period shall be completed by the Contractor within the time specified in the order. The Agreement shall govern the Contractor’s and Authority’s rights and obligations with respect to that order to the same extent as if the order were completed during the Agreement’s effective period.

5 Notice to Proceed (D-200.02A, MAR 02)

The Contractor shall not proceed with any work required under this contract without a written Notice to Proceed from the Authority. Any work performed or expenses incurred by the Contractor prior to the Contractor's receipt of Notice to Proceed shall be entirely at the Contractor's risk.

6 Term of Contract (D-200.03A, JUN 06)

The term of this contract shall be (3) Three Years from Notice to Proceed.

7 Delivery

(a) Single Delivery Site (D-200.04C)

DART Form 33D Page 3 of 6 Exhibit D

The delivery will be ELETRONIC, NO PHYSICAL DELIVERY

8 Invoicing and Payment (D-200.07A, JUN 01)

(a) Invoices may be submitted once per month to:

DART

Accounts Payable APinvoices@dart.org and shall conform to policies or regulations adopted from time to time by the Authority. Invoices shall be legible and shall contain, as a minimum, the following information: (1) the contract and order number (if any); (2) a complete itemization of all costs including quantities ordered and delivery order numbers (if any); (3) any discounts offered to the Authority under the terms of the contract; (4) evidence of the acceptance of the supplies or services by the Authority; (5) unique traceable invoice number(s); and (6) any other information necessary to demonstrate entitlement to payment under the terms of the contract.

Failure to provide the above critical information may result in the rejection and return of the invoice for resubmission with complete data.

(b) Subject to the withholding provisions of the contract, payment shall be made within Normally 30 days, days after the Authority's receipt of a properly prepared invoice.

9 Insurance Requirements for Supply/Services Contracts (D-200.08A, MAR 02)

WF 3088380 TMV Camera Genetec Licenses

(a) Required Coverage. The Contractor shall, at all times during the term of this contract and extended terms thereof, provide and maintain the following types of insurance protecting the interests of the Authority and the Contractor with limits of liability not less than those specified below.

Commercial Automobile Liability insurance or its equivalent, listing DART as an additional insured, on primary and non-contributory basis, with waiver of subrogation, covering all owned, hired and non-owned vehicles used in connection with the work performed under this contract with a combined single limit for bodily injury and property damage liability of not less than $1,000,000 per accident. In the event the contractor will drive or take custody or control of a DART owned vehicle, the insurance policy shall provide physical damage coverage for non-owned autos with a deductible not to exceed $2,500.00.

Commercial General Liability insurance or its equivalent, listing DART as an additional insured, on primary and non-contributory basis, with waiver of subrogation, providing limits of not less than $2,000,000 for bodily injury and property damage per occurrence, with a general aggregate of $4,000,000, and products and completed operations aggregate of $4,000,000. The policy shall be endorsed with Additional Insured endorsements for ongoing operations and completed operations performed by or on behalf of the contractor.

The contractor shall maintain this coverage for a period of 3 years following project completion. There shall not be any policy exclusions or limitations for the following:

Contractual Liability covering Contractor's obligations herein Personal Injury Advertising Liability Medical Payments Fire Damage Legal Liability Broad Form Property Damage Liability for Independent Contractors mailto:APinvoices@dart.org

DART Form 33D Page 4 of 6 Exhibit D

Workers' Compensation Insurance, providing benefits comparable to those provided under the Workers' Compensation Act of the State of Texas and/or any other State or Federal law or laws applicable to the Contractor's employees performing work under this contract. Employer's Liability Insurance with limits of liability of not less than $1,000,000 each accident, $1,000,000 each employee for disease and $1,000,000 policy limit for disease. This insurance shall be endorsed with a Waiver of Subrogation Endorsement, waiving the carrier's right of recovery under subrogation or otherwise from DART and from any other entities as requested by DART.

Professional Liability – The contractor shall provide Professional Liability insurance with limits of no less than $1,000,000 per claim. Coverage is to remain in effect for the entire duration of the contract and two years after contract expiration date.

Cyber Liability Insurance, including coverage for, but not limited to, Breach Response, Third-Party Network Security Liability and Third-Party Privacy Liability with a limit not less than $2 million per occurrence or $2 million per claim. A Per Claim policy will have a retroactive date of no later than the first date services under this contract are to be performed.

(b) Certificates of Insurance. Before commencing execution of this contract, the Contractor shall respond to insurance related questions and attach a certificate of insurance satisfactory to the Authority (or, as and when the Authority may direct, copies of the actual insurance policies) in the Questions section of the Supplier Portal, as follows:

Go to https://suppliers.dart.org Login Click on “Update Account Information” Under Questions section, click Answer

The certificates of insurance shall evidence insurance required by paragraph (a), stating policy number, dates of expiration, and limits of liability thereunder. The certificates shall also attach all relevant endorsements required in subparagraphs to (a), and shall be acceptable to the Authority.

(c) Approval of Forms and Companies. All coverage described in this contract shall be in a form and content satisfactory to the Contracting Officer. All insurance should be provided by insurance companies with a Best's Rating of A-/ VIII, or better.

(d) Additional Insured Endorsement. The policy or policies providing Commercial Automobile Liability and Commercial General Liability shall be endorsed to name DART, its directors, officers, representatives, agents and employees, as well as any other interests directed by DART, as Additional Insureds under this contract.

(e) All policies shall be endorsed to provide thirty (30) days advanced written notice of policy cancellation or modification.

(f) Multiple Policies. The limits of liability as required above may be provided by a single policy of insurance or a combination of primary, excess or umbrella liability policies. But in no event shall the total limit of liability of any one occurrence or accident be less that the amount shown above.

(g) Deductibles. Companies issuing the insurance policies and the Contractor shall have no recourse against the Authority for payment of any premiums or assessments for any deductibles, as all such premiums and deductibles are the sole responsibility and risk of the Contractor.

(h) Subcontractors. If any part of the work is sublet, Contractor shall require any and all subcontractors performing work under this contract to carry Workers' Compensation Insurance, in accordance with paragraph (a) (3) above. The Contractor shall determine any other types of insurance and the limits of liability that Contractor shall deem appropriate and adequate to protect the interests of the Authority. In the event a subcontractor is unable to furnish any insurance required under this Contract, the Contractor shall endorse the subcontractor as an Additional Insured or become an Alternate Employer. The https://suppliers.dart.org/

DART Form 33D Page 5 of 6 Exhibit D

Contractor shall obtain and furnish to the Authority certificates of Insurance evidencing subcontractors' workers' compensation insurance coverage. All other insurance certificates for subcontractors shall be furnished to the Authority upon request.

(i) No Release. The carrying of the above-described coverage shall in no way be interpreted as relieving the Contractor of any other responsibility or liability under this agreement or any applicable law, statute, regulation or order.

10 Communications (D-200.21B, JAN 02)

(a) Official communications in connection with this Contract shall be in writing and delivered either personally, by facsimile, or by regular, registered or certified mail addressed to the assigned DART Contract Specialist. Telephone calls may be used to expedite communications, but they shall not be considered "official" unless confirmed in writing.

(b) A communication shall be deemed to have been "received" when it is in the actual possession of the person to whom it is addressed or that person's designated agent. For purposes of fixing the date and time of actual receipt, that date and time shall be placed on the communication and become part of the communication for the record.

11 Commercial Trade and Resale Authority (D-200.16A, JAN 02)

During the performance of this contract, the Contractor must be authorized to engage in the commercial trade and resale of any item to be furnished under this contract by the manufacturer of that item.

12 Contract Identification Number (D-200.21A, AUG 04)

The contract number shown on the Solicitation, Offer and Award Form, shall be clearly displayed on all correspondence, invoices and submittals.

13 Five Star Customer Service (D-700.01, APR 15)

As part of DART’s Five Star Customer Service initiative, we strive to create exemplary and distinctive interactions and experiences for our customers and the communities within which we provide mass transportation services. We aim to provide vehicles, facilities, security, technology, communications and services that are world class. As a Contractor with DART, we look to you via the supply of these specified services and/or materials to help us achieve our goal of extraordinary customer service.

14 U.S. Department of Homeland Security’s E-Verify System (D-700.02, APR 15) By entering into this Contract, the Contractor certifies and ensures that it utilizes and will continue to utilize, for the term of this Contract, the U.S. Department of Homeland Security’s E-Verify system to determine the eligibility of:

1. All persons employed to perform duties within Texas, during the term of the Contract; and

2. All persons (including subcontractors) assigned by the Respondent to perform work pursuant to the Contract, within the United States of America.

The Contractor shall provide, upon request of DART, an electronic or hardcopy screenshot of the confirmation or tentative non-confirmation screen containing the E-Verify case verification number for attachment to the Form I-9 for the three most recent hires that match the criteria above, by the Contractor, and Contractor’s subcontractors, as proof that this provision is being followed.

If this certification is falsely made, the Contract may be immediately terminated, at the discretion of the Authority and at no fault to the Authority, with no prior notification. The Contractor shall also be responsible for the costs of any re-solicitation that the Authority must undertake to replace the terminated Contract.

DART Form 33D Page 6 of 6 Exhibit D

15 Video Surveillance Equipment and Services (D-700.04, MAR 2020) Per The John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. 115- 232, § 889 (Aug. 13, 2018), prohibits The Authority from obligating or expending grant funds to acquire “covered telecommunications equipment or services” after August 13, 2020. The covered equipment and services are those provided by certain companies based in the People’s Republic of China. For fiscal year 2020, offerors shall certify that the offer does not include the restricted equipment or services.