SFMTA P-615c (1-25) SFMTA-2025-48-LOC GLI [City Attorney’s Document No.]

City and County of San Francisco Municipal Transportation Agency One South Van Ness Ave., 7th Floor

San Francisco, California 94103

Agreement between the City and County of San Francisco and

[Contractor Name]

Contract No. SFMTA-2025-48-LOC for Computers and Equipment Leasing

SFMTA P-615c (1-25) i SFMTA-2025-48-LOC

Table of Contents

Article 1: Definitions Article 2: Term of the Agreement

2.1 Term

2.2 Options to Extend

2.3 Term for Each Equipment Lease

2.4 Duration of Individual Equipment Lease

2.5 No Automatic Renewal

2.6 Individual Equipment Lease

2.7 Purchase Option

Article 3: Financial Matters

3.1 Certification of Funds; Budget and Fiscal Provisions

3.1.1 Termination in the Event of Non-Appropriation

3.1.2 Maximum Costs

3.2 Authorization to Commence Work

3.3 Compensation

3.3.1 Contract Not to Exceed Amount

3.3.2 Payment Limited to Satisfactory Delivery of Goods

3.3.3 Withhold Payments

3.3.4 Invoicing Format

3.3.5 Reserved. (LBE Payment and Utilization Tracking System)

3.3.6 Getting Paid by the City for Goods

3.3.7 Reserved. (Grant-Funded Contracts)

3.3.8 Payment Terms

3.4 Audit and Inspection of Records

3.5 Submitting False Claims

3.6 Reserved. (Payment of Prevailing Wages)

3.7 Reserved. (Displaced Worker Protection Act)

Article 4: Goods

4.1 Reserved. (Primary and Secondary Contractors)

4.2 Term Agreement – Indefinite Quantities

4.3 Qualified Personnel

4.4 Independent Contractor

4.5 Goods

SFMTA P-615c (1-25) ii SFMTA-2025-48-LOC

4.5.1 Awarded Goods

4.5.2 Place of Manufacture

4.5.3 Electrical Products

4.5.4 Condition of Goods

4.5.5 Inspection

4.5.6 F.O.B

4.5.7 Failure to Deliver

4.5.8 Safety Data Sheets

4.5.9 Warranty for Goods

4.6 Assignment

4.7 Reserved. (Liquidated Damages)

4.8 Reserved. (Performance Bond)

4.9 Reserved. (Fidelity Bond)

4.10 Emergency – Priority 1 Service

4.11 Reserved. (Annual Usage Reports by Contractor)

Article 5: Insurance and Indemnity

5.1 Insurance

5.1.1 Required Coverages

5.1.2 Additional Insured

5.1.3 Waiver of Subrogation

5.1.4 Primary Insurance

5.1.5 Other Insurance Requirements

5.2 Indemnification

Article 6: Liability of the Parties

6.1 Liability of City

6.2 Liability for Use of Equipment

Article 7: Payment of Taxes

7.1 Contractor to Pay All Taxes

7.2 Possessory Interest Taxes

7.3 Withholding

Article 8: Termination and Default

8.1 Termination for Convenience

8.2 Termination for Default; Remedies

8.3 Non-Waiver of Rights

SFMTA P-615c (1-25) iii SFMTA-2025-48-LOC

8.4 Rights and Duties upon Termination or Expiration

Article 9: Rights in Deliverables

9.1 Reserved. (Ownership of Results)

9.2 Reserved. (Works for Hire)

Article 10: Additional Requirements Incorporated by Reference

10.1 Laws Incorporated by Reference

10.2 Governmental Conduct-Related Contractual Obligations

10.2 Conflict of Interest

10.2.2 Prohibition on Use of Public Funds for Political Activity

10.2.3 Limitations on Contributions

10.3 Employment-Related Contractual Obligations

10.3.1 Reserved (Local Business Enterprise and Non-Discrimination in Contracting Ordinance)

10.3.2 Reserved. (Minimum Compensation Ordinance)

10.3.3 Reserved. (Health Care Accountability Ordinance)

10.3.4 Reserved. (First Source Hiring Program)

10.3.5 Reserved. (Working with Minors)

10.3.6 Alcohol and Drug-Free Workplace)

10.3.7 Nondiscrimination in Contracts)

10.3.8 Nondiscrimination in the Provision of Employee Benefits)

10.3.9 Reserved. (Sweatfree Contracting)

10.4 Environmental-Related Contractual Obligations

10.4.1 Reserved (Packaged Water Prohibition)

10.4.2 Tropical Hardwood and Virgin Redwood Ban

10.4.3 Food Service Waste Reduction Requirements

10.4.4 Reserved. (Sugar-Sweetened Beverage Prohibition)

10.4.5 Reserved. (Preservative Treated Wood Products)

10.4.6 Reserved. (Printing and Writing Paper Products)

10.4.7 Reserved. (Collection of Recyclable Materials)

10.5 Reserved. (Slavery Era Disclosure)

10.6 Reserved. (Nonprofit Contractor Requirements)

10.7 Reserved (Prop J Approval)

10.8 Use of City Opinion

Article 11: General Provisions

11.1 Notices to the Parties

SFMTA P-615c (1-25) iv SFMTA-2025-48-LOC

11.2 Compliance with Laws Requiring Access for People with Disabilities

11.3 Incorporation of Recitals

11.4 Sunshine Ordinance

11.5 Modification of this Agreement

11.6 Dispute Resolution Procedure

11.6.1 Negotiation; Alternative Dispute Resolution

11.6.2 Government Code Claim Requirement

11.7 Agreement Made in California; Venue

11.8 Construction

11.9 Entire Agreement

11.10 Compliance with Laws

11.11 Severability

11.12 Cooperative Drafting

11.13 Order of Precedence

11.14 Notification of Legal Requests

11.15 No Third-Party Beneficiaries

Article 12: SFMTA Specific Terms

12.1 Exclusion Lists and Employee Verification

12.2 Large Vehicle Driver Safety Training Requirements

Article 13: Data and Security

13.1 Nondisclosure of Private, Proprietary or Confidential Information

13.1.1 Protection of Private Information

13.1.2 City Data; Confidential Information

13.2 Reserved. (Payment Card Industry (PCI) Requirements)

13.3 Reserved. (Business Associate Agreement)

13.4 Management of City Data and Confidential Information

13.4.1 Use of City Data

13.4.2 Use of Generative Artificial Intelligence in Deliverables

13.4.3 Disposition of City Data

13.5 Ownership of City Data

13.6 Loss or Unauthorized Access to City’s Data; Security Breach Notification

13.7 Cybersecurity Risk Assessment

Article 14: Appendices Article 15: MacBride and Signature

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15.1 MacBride Principles - Northern Ireland

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City and County of San Francisco Municipal Transportation Agency One South Van Ness Ave., 7th Floor

San Francisco, California 94103

Agreement between the City and County of San Francisco and [Contractor Name]

Contract No. SFMTA-2025-48-LOC

This Agreement is made as of _________________, in the City and County of San Francisco (City), State of California, by and between [insert contractor name] (Contractor), and City, a municipal corporation, acting by and through its Municipal Transportation Agency (SFMTA).

Recitals A. The SFMTA wishes to lease new desktops, workstations, laptops and monitors from

Contractor; and B. Contractor represents and warrants that it is qualified to deliver the Goods required by

City as set forth under this Agreement; and C. Contractor was competitively selected pursuant to an Invitation for Bids (“IFB”) entitled Agreement for Computers and Equipment Leasing issued through Sourcing Event ID #SFGOV- 0000011978; and

D. This Agreement for Commodities is exempt from the subcontracting participation requirements of Chapter 14B of the San Francisco Administrative Code.

Now, THEREFORE, the Parties agree as follows:

Article 1 Definitions

The following definitions apply to this Agreement.

1.1 “Agreement” means this contract document, including all attached Appendices, and all applicable City Ordinances and Mandatory City Requirements specifically incorporated into this Agreement by reference as provided herein.

1.2 “Appendices” means the appendices listed in Article 14 (“Appendices”) herein.

1.3 “Artificial Intelligence” or “Artificial Intelligence Model” means an engineered or machine-based system that varies in its level of autonomy and that can, for explicit or implicit objectives, infer from the input it receives how to generate outputs that can influence physical or virtual environments.

1.4 “Artificial Intelligence System” means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate

SFMTA P-615c (1-26) 2 of 29 SFMTA-2025-48-LOC outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

1.5 “CCO” means the SFMTA Contract Compliance Office.

1.6 “City” or “the City” means the City and County of San Francisco, a municipal corporation, acting by and through its Municipal Transportation Agency.

1.7 “City Data” means all data collected, used, maintained, processed, stored, or generated by or on behalf of the City in connection with this Agreement. City Data includes, without limitation, Confidential Information and Deliverable Data.

1.8 “CMD” means the Contract Monitoring Division of the City.

1.9 “Confidential Information” means confidential City information including, but not limited to, personal identifiable information (PII), protected health information (PHI), or individual financial information (collectively, "Proprietary or Confidential Information") that is subject to local, state or federal laws restricting the use and disclosure of such information.

Confidential Information includes, without limitation, City Data.

1.10 “Contractor” means [insert name and address of Contractor].

1.11 “Controller” means the Controller of the City.

1.12 “Day” (whether or not capitalized) means a calendar day, unless otherwise designated.

1.13 “Deliverable Data” means any data that is required to be delivered to City as a Deliverable, or as a part of a Deliverable, under this Agreement.

1.14 “Deliverables” means Contractor’s or its subcontractors’ work product, including any partially completed work product and related materials, resulting from the Goods provided by Contractor to City during the course of Contractor’s performance of the Agreement, including without limitation, the Equipment listed in Appendix B.

1.15 “Effective Date” means the date the Director of Transportation executes the Contract.

1.16 “Equipment” means Computers, Peripherals, , and Software listed in Appendix B to leased by Contractor for the City.

1.17 “Goods” or “Commodities” means the products, materials, Equipment or supplies to be provided by Contractor under this Agreement.

1.18 “Lease” or “Individual Equipment Lease” means the acquisition of Equipment, for a fixed period of time at a fixed payment per month.

1.19 “Mandatory City Requirements” means those City laws set forth in the San Francisco Municipal Code, including the duly authorized rules, regulations, and guidelines implementing such laws that impose specific duties and obligations upon Contractor.

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1.20 “Party” and “Parties” mean the City and Contractor either collectively or individually.

1.21 “San Francisco Municipal Transportation Agency” or “SFMTA” means the agency of City with jurisdiction over all surface transportation in San Francisco, as provided under Article VIIIA of the City’s Charter.

Article 2 Term of the Agreement

2.1 Term. The term of this Agreement shall commence on the Effective Date and expire three years after the Effective Date, unless earlier terminated as otherwise provided herein.

2.2 Options to Extend. The SFMTA has the option to renew the Agreement for a period of six additional years. The SFMTA may exercise this option at the Director of Transportation’s sole and absolute discretion by modifying this Agreement as provided in Section 11.5 (Modification of this Agreement). Extensions may be for the whole or partial period provided for above.

2.3 Term for Each Equipment Lease. Subject to Section 3.1 (“Certification of Funds”), the term of each Equipment Lease shall commence with respect to such Equipment when the Contractor has made the Equipment available for use by the SFMTA. Such term shall end at 11:59 P.M. San Francisco time on the expiration date certified in the applicable Equipment Lease.

2.4 Duration of Individual Equipment Leases.

2.4.1 Individual Equipment Leases shall have an initial term of 3 years.

2.4.2 Extensions to the initial term are allowed but no Individual Equipment Lease, including any authorized extensions, shall exceed 5 years. In no case shall the combination of the terms of this Agreement, any Individual Equipment Lease, or any extension or renewal, exceed ten years. Board of Supervisors approval is required for contracts in excess of ten years.

2.4.3 At the conclusion of an Individual Equipment Lease, the SFMTA may extend the Individual Equipment Lease as mutually agreed to with the Contractor. The SFMTA may, at least thirty (30) calendar days prior to the end of the term of a Lease, give Contractor written notice of its election to extend an Individual Equipment Lease. Upon notice from City, Contractor shall provide a quote for an Individual Equipment Lease extension. If the parties agree to the terms of an extension of the Individual Equipment Lease, the SFMTA shall issue a revised Purchase Order.

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2.4.4 If City fails to extend the Individual Equipment Lease as herein provided, Contractor shall, subject to Section 3.5, be free to lease or sell the Equipment on or after the end of the term.

2.5 No Automatic Renewal Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, any terms and conditions of Contractor attached to a Purchase Order): (a) in no event shall the term of an Individual Equipment Lease be longer than the initial term expressly stated in the Individual Equipment Lease; (b) any automatic renewal or extension (whether or not conditioned upon any notice or absence thereof from either party) or any similar “evergreen” provision shall be deemed null and void ab initio; and

(c) the term of the Individual Equipment Lease shall not be extended or renewed except by written agreement in the form of a revised Purchase Order duly authorized, executed and delivered by the SFMTA. In the event of any inconsistency within the Individual Equipment Lease relating to the duration of the initial term hereof, the shorter initial term shall govern. If no initial term is stated in the Individual Equipment Lease, then the term shall be three years from the date on which the term commences.

2.6 Individual Equipment Leases. This Agreement shall be incorporated in all Individual Equipment Leases, and its terms remain in effect as to those Individual Equipment Leases until each such individual agreement has expired or been terminated.

2.7 Purchase Option. The SFMTA shall have the option to purchase all or any portion of the Equipment on the last day of the term of an Individual Equipment Lease for the End-of-Lease Buyout price stated in Appendix A (Pricing Schedule). Such option shall be exercised by written notice to Contractor at least forty-five (45) calendar days prior to the last day of the term. Upon the purchase of any item of Equipment pursuant to this Section 2.6, all of Contractor's right, title and interest in and to such Equipment, and any improvements or additions to such Equipment, shall be automatically transferred directly to the SFMTA, free and clear of all liens or other encumbrances created by or through Contractor and all interests of Contractor. Contractor shall execute and deliver, upon the request of the SFMTA, such bills of sale and any other documents, certificates or statements reasonably necessary in connection with such transfer. If the SFMTA fails to exercise its option under this Article 2, the Contractor shall, subject to Section 2.4.4, be free to sell or lease the Equipment on or after the end of the term.

Article 3 Financial Matters

3.1 Certification of Funds; Budget and Fiscal Provisions

3.1.1 Termination in the Event of Non-Appropriation. This Agreement is subject to the budget and fiscal provisions of Section 3.105 of the City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of the City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and

SFMTA P-615c (1-26) 5 of 29 SFMTA-2025-48-LOC period stated in such advance authorization. This Agreement will terminate without penalty, liability or expense of any kind to the City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. The City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. The City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors.

Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement.

THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF

THIS AGREEMENT.

3.1.2 Maximum Costs. The City’s payment obligation to Contractor cannot at any time exceed the amount certified by the Controller for the purpose and period stated in such certification. Absent an authorized emergency per the City Charter or applicable Code, no City representative is authorized to offer or promise, nor is the City required to honor, any offered or promised payments to Contractor under this Agreement in excess of the certified maximum amount without the Controller having first certified the additional promised amount and the Parties having modified this Agreement as provided in Section 11.5 (Modification of this Agreement).

3.2 Authorization to Commence Work. Contractor shall not commence any work under this Agreement until City has issued formal written authorization to proceed, such as a purchase order, task order or notice to proceed. Such authorization may be for a partial or full scope of work.

3.3 Compensation

3.3.1 Contract Not to Exceed Amount. The amount of this Agreement shall not exceed Nine Million dollars ($9,000,000) for the total nine-year maximum term including options, based on prices described in Appendix A (Price Schedule). The City shall not be liable for interest or late charges for any late payments. The City will not honor minimum service order charges for any Goods covered by this Agreement

3.3.2 Payment Limited to Satisfactory Delivery of Goods. Contractor is not entitled to any payments until the SFMTA approves the Goods delivered. Payments to Contractor by the City shall not excuse Contractor from its obligation to replace the unsatisfactory delivery of Goods even if the unsatisfactory character was apparent or could have been detected at the time such payment was made. Non-conforming Goods may be rejected by the SFMTA and in such case must be replaced by Contractor without delay at no cost to the

SFMTA.

3.3.3 Withhold Payments. If Contractor fails to provide the Goods in accordance with Contractor’s obligations under this Agreement, the City may withhold any and

SFMTA P-615c (1-26) 6 of 29 SFMTA-2025-48-LOC all payments due to Contractor until such failure to perform is cured, and Contractor shall not stop work as a result of City’s withholding of payments as provided herein.

3.3.4 Invoicing Format. Contractor shall invoice City for the Goods provided under this Agreement on a timely basis, and in no event later than 30 days after delivery of the Goods or as specified in Appendix B, Calculation of Charges, except for the last invoice of the fiscal year which must be submitted within 15 days before the end of July. Invoices submitted by Contractor under this Agreement must be in a form acceptable to the Controller and the SFMTA, and include a unique invoice number and a specific invoice date. Payment shall be made by the City as specified in Section 3.3.8, or in such alternate manner as the Parties have mutually agreed upon in writing. All invoices must show the PeopleSoft Purchase Order ID, PeopleSoft Supplier Name and ID, complete description of the Goods delivered (including manufacturer name, manufacturer SKU, and product description), sales/use tax (if applicable), unit cost, unit of measure, quantities, extended cost, and contract payment terms. Where Contractor’s pricing is based on a percentage mark-up or discount over manufacturer’s list price, invoices must also include the manufacturer list price and Contractor’s percentage mark-up or discount over manufacturer’s list price. Where Contractor’s pricing is based on a percentage mark-up over cost, invoices must also include Contractor’s cost and Contractor’s percentage mark-up over Contractor’s cost. Invoices that do not include all required information or contain inaccurate information will not be processed for payment.

3.3.5 Reserved. (LBE Payment and Utilization Tracking System).

3.3.6 Getting Paid by the City for Goods.

(a) The City utilizes a commercial product through its banking partner to pay City contractors electronically. Contractors shall sign up to receive electronic payments to be paid under this Agreement. To sign up for electronic payments, visit SF City Partner at sfgov.org.

(b) At the option of the City, Contractor may be required to submit invoices directly in the City’s financial and procurement system. Refer to https://sfcitypartner.sfgov.org/pages/training.aspx for more information.

3.3.7 Reserved. (Grant-Funded Contracts)

3.3.8 Payment Terms

(a) Payment Due Date. Unless the SFMTA notifies Contractor that a dispute exists, Payment shall be made within 30 Days, measured from (1) the delivery of Goods or (2) the date of receipt of the invoice, whichever is later. Payment is deemed to be made on the date on which City has issued a check to Contractor or, if Contractor agreed to electronic payment, the date City has posted the electronic payment to Contractor.

(b) Reserved. (Payment Discount Terms) https://sfcitypartner.sfgov.org/pages/index.aspx https://sfcitypartner.sfgov.org/pages/index.aspx https://sfcitypartner.sfgov.org/pages/training.aspx

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3.4 Audit and Inspection of Records. Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Goods. Contractor will permit City to audit, examine and make copies of such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less than five years after final payment under this Agreement or until after final audit has been resolved, whichever is later. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts.

3.5 Submitting False Claims. The full text of San Francisco Administrative Code Section 21.35, including the enforcement and penalty provisions, is incorporated into this Agreement. Any contractor or subcontractor who submits a false claim shall be liable to the City for the statutory penalties set forth in that section.

3.6 Reserved. (Payment of Prevailing Wages)

3.7 Reserved. (Displaced Worker Protection Act)

Article 4 Goods

4.1 Reserved. (Primary and Secondary Contractors)

4.2 Term Agreement – Indefinite Quantities. This is a term, indefinite quantities Agreement to supply the Goods identified in this Agreement. Unless otherwise specified herein, Goods will be required in quantities and at times as ordered during the period of the Agreement.

Estimated Goods are approximate only. The SFMTA, in its sole discretion, may purchase any greater or lesser quantity. The SFMTA may also make purchases from other suppliers when the SFMTA determines, in its sole discretion, that the SFMTA has an immediate need for the Goods or that it is not practical to acquire through this Agreement. The SFMTA will not honor minimum order charges under this Agreement.

4.3 Qualified Personnel. Contractor represents and warrants that it is qualified to deliver the Goods for which it is contracted to provide through this Agreement, and that all Goods will be delivered by competent personnel with the degree of skill and care required by current and sound professional procedures and practices. Contractor will comply with the City’s reasonable requests regarding assignment and/or removal of personnel, but all personnel, including those assigned at the City’s request, must be supervised by Contractor. Contractor shall commit sufficient resources for timely completion within the project schedule.

4.4 Independent Contractor. For the purposes of this Section 4.4, “Contractor” shall be deemed to include not only Contractor, but also any agent or employee of Contractor.

Contractor acknowledges and agrees that at all times, Contractor or any agent or employee of

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Contractor shall be deemed to be an independent contractor and is wholly responsible for the manner in which it delivers the Goods required by this Agreement.

4.5 Goods

4.5.1 Awarded Goods. If during the term of the Agreement, a contract item is determined to be unacceptable for a particular use, and such is documented by a City Department and as determined by Purchasing, Contractor agrees that the item will be canceled and removed from the Agreement without penalty to City. City’s sole obligation to Contractor is payment for deliveries made prior to the cancellation date. City shall give Contractor ten (10) calendar days’ notice prior to any cancellation. City will purchase the required replacement item from any source and in the manner as determined by Purchasing. If a contracted item has been discontinued by the manufacturer or is deemed temporarily unavailable, Contractor shall search the marketplace and find an acceptable equal substitute in the time required for delivery and at the Agreement price. Contractor must notify Purchasing in writing, which can include email, certified mail, or other trackable mail, of any changes in the description of article, brand, product code or packaging. Any changes made without the approval of City will constitute a Default under this Agreement.

4.5.2 Place of Manufacture. No article furnished hereunder shall have been made in prison or by convict labor, except Goods purchased for use by City’s detention facilities.

City may require Contractor to provide within seven (7) business days from the date they are requested to do so, information and documentation requested by Purchaser, including but not limited to: sources of supply, distribution, dealership or agency agreements and authorizations from manufacturer(s) they claim to represent, lines of credit with financial institutions for manufacturer(s) they claim to represent, lines of credit with financial institutions and suppliers, numbers of employees, trade references and any other information to determine Contractor’s fitness to supply the Agreement requirements.

4.5.3 Electrical Products. Goods must comply with all applicable laws, ordinances and other legal requirements, including (among others) the Cal-OSHA regulations in Title 8 of the Code of Regulations and, for electrical products, Sections 110.2 and 110.3 (B) of the S.F. Electrical Code.

4.5.4 Condition of Goods. Goods offered and furnished must be new and previously unused, and of manufacturer’s latest model, unless otherwise specified herein.

Contractor shall establish quality control measures, as applicable to department’s operations, and promptly provide documented reports to City of any product defects or premature failures.

4.5.5 Inspection. All Goods supplied shall be subject to inspection and acceptance or rejection by Purchasing or any department official responsible for inspection. Non-conforming or rejected Goods may be subject to reasonable storage fees.

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4.5.6 F.O.B. Goods shall be shipped Freight on Board, to any destination named in a Purchase Order issued by City against this Agreement. The cost of shipment must be incorporated into the offered unit costs.

4.5.7 Failure to Deliver. If Contractor fails to deliver Goods of the quality, in the manner or within the time called for by this Agreement, such Goods may be bought from any source by Purchasing. If City is required to pay a price that exceeds the price agreed upon by this Agreement, the excess price will be charged to and collected from Contractor (or sureties on its bond, if bond has been required); or, City may terminate the Agreement for default; or, City may return deliveries already made and receive a refund.

4.5.8 Safety Data Sheets. Where required by law or by City, Contractor will include Safety Data Sheets (SDSs) with delivery for applicable items. Failure to include the SDSs for such items will constitute a material breach of contract and may result in refusal to accept delivery.

4.5.9 Warranty for Goods. Contractor warrants to the City that the manufacturer’s warranty and service will be passed on to the City at the time of delivery.

4.6 Assignment. The Goods delivered by Contractor are personal in character. This Agreement may not be directly or indirectly assigned, novated, or otherwise transferred unless first approved by City by written instrument executed and approved in the same manner as this Agreement. Any purported assignment made in violation of this provision shall be null and void.

4.7 Reserved. (Liquidated Damages)

4.8 Reserved. (Performance Bond)

4.9 Reserved. (Fidelity Bond)

4.10 Emergency - Priority 1 Service. In case of an emergency that affects any part of the San Francisco Bay Area, Contractor will give City Priority 1 service with regard to the Goods procured under this Agreement unless preempted by State and/or Federal laws.

Contractor will make every good faith effort in attempting to deliver the Goods using all modes of transportation available. In addition, Contractor shall charge fair and competitive prices for the Goods ordered during an emergency and not covered under the awarded Agreement.

4.11 Reserved. (Annual Usage Reports by Contractor)

Article 5 Insurance and Indemnity

5.1 Insurance

5.1.1 Required Coverages. Without in any way limiting Contractor’s liability pursuant to the “Indemnification” section of this Agreement, Contractor must maintain in force, during the full term of the Agreement, insurance in the following amounts and coverages:

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(a) Commercial General Liability Insurance with limits not less than $1,000,000 each occurrence for Bodily Injury and Property Damage, including Contractual Liability, Personal Injury, Products and Completed Operations.

(b) Commercial Automobile Liability Insurance with limits not less than $1,000,000 each occurrence, “Combined Single Limit” for Bodily Injury and Property Damage, including Owned, Non-Owned and Hired auto coverage, as applicable.

(c) Workers’ Compensation Liability Insurance, in statutory amounts, with Employers’ Liability Limits not less than $1,000,000 each accident, injury, or illness.

(d) Reserved. (Professional Liability Coverage)

(e) Reserved. (Technology Errors and Omissions Coverage)

(f) Reserved. (Cyber and Privacy Insurance)

(g) Reserved. (Pollution Liability Insurance)

5.1.2 Additional Insured

(a) The Commercial General Liability Insurance policy must include as Additional Insured the City and County of San Francisco, and its Officers, Agents, and Employees.

(b) The Commercial Automobile Liability Insurance policy must include as Additional Insured the City and County of San Francisco, and its Officers, Agents, and Employees.

(c) Reserved. (Pollution Auto Liability Insurance Additional Insured Endorsement)

5.1.3 Waiver of Subrogation. The Workers’ Compensation Insurance policy(ies) shall include a waiver of subrogation in favor of City for all work performed by the Contractor, and its employees, agents and subcontractors.

5.1.4 Primary Insurance

(a) The Commercial General Liability Insurance policy shall provide that such policies are primary insurance to any other insurance available to the Additional Insureds, with respect to any claims arising out of this Agreement, and that the insurance applies separately to each insured against whom claim is made or suit is brought.

(b) The Commercial Automobile Liability Insurance policy shall provide that such policies are primary insurance to any other insurance available to the Additional Insureds, with respect to any claims arising out of this Agreement, and that the insurance applies separately to each insured against whom claim is made or suit is brought.

(c) Reserved. (Pollution Liability Insurance Primary Insurance Endorsement)

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5.1.5 Other Insurance Requirements

(a) Thirty Days’ advance written notice shall be provided to the City of cancellation, intended non-renewal, or reduction in coverages, except for non-payment for which no less than 10 Days’ notice shall be provided to the City. Notices shall be sent to the City address set forth in Section 11.1 (Notices to the Parties).

(b) Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this Agreement and, without lapse, be maintained for a period of three years beyond the expiration of this Agreement, to the effect that, should occurrences during the Agreement term give rise to claims made after expiration of the Agreement, such claims shall be covered by such claims-made policies.

(c) Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defense costs be included in such general annual aggregate limit, such general annual aggregate limit shall be double the occurrence or claims limits specified above.

(d) Should any required insurance lapse during the term of this Agreement, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this Agreement, effective as of the lapse date. If insurance is not reinstated, the City may, at its sole option, terminate this Agreement effective on the date of such lapse of insurance.

(e) Before delivering any Goods, Contractor shall furnish to City certificates of insurance including additional insured and waiver of subrogation status, as required, with insurers with ratings comparable to A-, VIII or higher, that are authorized to do business in the State of California, and that are satisfactory to City, in form evidencing all coverages set forth above. Approval of the insurance by City shall not relieve or decrease Contractor’s liability hereunder.

(f) If Contractor will use any subcontractor(s) to provide the Goods, Contractor shall require the subcontractor(s) to provide all necessary insurance and to name the City and County of San Francisco, and its officers, agents and employees, and the Contractor as additional insureds and waive subrogation in favor of the City, where required.

5.2 Indemnification.

5.2.1 Contractor shall indemnify and hold harmless City and its officers, agents and employees from, and, if requested, shall defend them from and against any and all liabilities (legal, contractual, or otherwise) , losses, damages, costs, expenses, or claims for injury or damages (collectively, “Claims”), arising from or in any way connected with Contractor’s performance of the Agreement, including but not limited to, any: (i) injury to or death of a person, including employees of City or Contractor; (ii) loss of or damage to property; (iii)

SFMTA P-615c (1-26) 12 of 29 SFMTA-2025-48-LOC violation of local, state, or federal common law, statute or regulation, including but not limited to privacy or personal identifiable information, health information, disability and labor laws or regulations; (iv) strict liability imposed by any law or regulation; or (v) losses arising from Contractor’s execution of subcontracts not in accordance with the requirements of this Agreement applicable to subcontractors; except to the extent such indemnity is void or otherwise unenforceable under applicable law, and except where such Claims are the result of the active negligence or willful misconduct of City and are not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on Contractor, its subcontractors, or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts, and related costs, and City’s costs of investigating any claims against the City.

5.2.2 In addition to Contractor’s obligation to indemnify City, Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such Claim is tendered to Contractor by City and continues at all times thereafter.

5.2.3 Contractor shall indemnify, defend, and hold City harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons arising directly or indirectly from the receipt by City, or any of its officers or agents, of Contractor’s Goods.

5.2.4 Under no circumstances will City indemnify, defend, or hold harmless Contractor.

Article 6 Liability of the Parties

6.1 Liability of City. CITY’S TOTAL LIABILITY UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ITS PAYMENT OBLIGATIONS UNDER THIS

AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION

PROVIDED FOR IN SECTION 3.3.1 (CONTRACT NOT TO EXCEED AMOUNT) OF THIS

AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS

AGREEMENT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER

ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL,

CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT

LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS

AGREEMENT OR THE GOODS DELIVERED IN CONNECTION WITH THIS

AGREEMENT.

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6.2 Liability for Use of Equipment. City shall not be liable for any damage to persons or property as a result of the use, misuse or failure of any equipment used by Contractor, or any of its subcontractors, or by any of their employees, even though such equipment is furnished, rented or loaned by City.

6.3 Liability for Incidental and Consequential Damages. Contractor shall be responsible for incidental and consequential damages resulting in whole or in part from Contractor’s acts or omissions.

Article 7 Payment of Taxes

7.1 Contractor to Pay All Taxes. Except for any applicable California sales and use taxes charged by Contractor to the City, Contractor shall pay all taxes, including possessory interest taxes levied upon or as a result of this Agreement, or the Goods delivered pursuant hereto. Contractor shall remit to the State of California any sales or use taxes paid by the City to Contractor under this Agreement. Contractor agrees to promptly provide information requested by the City to verify Contractor’s compliance with any State requirements for reporting sales and use tax paid by City under this Agreement.

7.2 Possessory Interest Taxes. Contractor acknowledges that this Agreement may create a “possessory interest” for property tax purposes. Contractor accordingly agrees on behalf of itself and its permitted successors and assigns to timely report on behalf of the City to the County Assessor the information required by San Francisco Administrative Code Section 23.39, as amended from time to time, and any successor provision. Contractor further agrees to provide such other information as may be requested by the City to enable the City to comply with any reporting requirements for possessory interests that are imposed by applicable law.

7.3 Withholding. Contractor agrees that it is obligated to pay all amounts due to the City under the San Francisco Business and Tax Regulations Code during the term of this Agreement. Pursuant to Section 6.10-2 of the San Francisco Business and Tax Regulations Code, Contractor further acknowledges and agrees that City may withhold any payments due to Contractor under this Agreement if Contractor is delinquent in the payment of any amount required to be paid to the City under the San Francisco Business and Tax Regulations Code.

Any payments withheld under this paragraph shall be made to Contractor, without interest, upon Contractor coming back into compliance with its obligations.

Article 8 Termination and Default

8.1 Termination for Convenience

8.1.1 City shall have the option, in its sole discretion, to terminate this Agreement, at any time during the term hereof, for convenience and without cause. City shall exercise this option by giving Contractor written notice of termination (Notice of Termination).

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The Notice of Termination shall specify the date on which termination of the Agreement shall become effective (Termination Date).

8.1.2 Upon receipt of the Notice of Termination, Contractor shall commence and perform, with diligence, all actions necessary on the part of Contractor to affect the termination of this Agreement on the Termination Date and to minimize the liability of Contractor and City to third parties as a result of the termination. All such actions shall be subject to the prior approval of City. Such actions may include any or all of the following, without limitation:

(a) Completing delivery of all Goods that the SFMTA requires Contractor to complete prior to the Termination Date

(b) Halting the delivery of all Goods on and after the Termination Date unless such Goods were ordered prior to the Termination Date.

(c) Cancelling all existing orders and subcontracts by the Termination Date, and not placing any further orders or subcontracts for materials, Goods, Equipment or other items.

(d) At the SFMTA’s direction, assigning to City any or all of Contractor’s right, title, and interest under the orders and subcontracts cancelled. Upon such assignment, the SFMTA shall have the right, in its sole discretion, to settle or pay any or all claims arising out of the cancellation of such orders and subcontracts.

(e) Subject to the SFMTA’s approval, settling all outstanding liabilities and all claims arising out of the cancelled orders and subcontracts.

(f) Taking such action as may be necessary, or as the SFMTA may direct, for the protection and preservation of any property related to this Agreement which is in the possession of Contractor and in which the SFMTA has or may acquire an interest.

8.1.3 Within 30 Days after the Termination Date, Contractor shall submit to the SFMTA an invoice which shall set forth the cost of all Goods ordered prior to City’s Termination Date that Contractor has fully delivered. City’s payment obligation pursuant to this Subsection 8.1.3 shall be subject to Section 3.3.2 of this Agreement. If the SFMTA is required to pay regularly scheduled monthly fees under this Agreement, in no event will the amount due for the month in which termination occurred be greater than the pro-rated scheduled monthly fee for that month. Upon approval and payment of this invoice by the SFMTA, the SFMTA shall be under no further obligation to Contractor monetarily or otherwise.

8.1.4 In no event shall the SFMTA be liable for costs incurred by Contractor or any of its subcontractors after the Termination Date.

8.1.5 In arriving at the amount due to Contractor under this Section, the SFMTA may deduct: (i) all payments previously made by City for Goods covered by Contractor’s final

SFMTA P-615c (1-26) 15 of 29 SFMTA-2025-48-LOC invoice and (ii) any claim which City may have against Contractor in connection with this Agreement.

8.1.6 Payment Obligation. The City’s payment obligation under this Section shall survive termination of this Agreement

8.2 Termination for Default; Remedies

8.2.1 Each of the following shall constitute an immediate event of default (Event of Default) under this Agreement:

(a) Contractor fails or refuses to perform or observe any term, covenant or condition contained in any of the following Sections of this Agreement:

3.5 Submitting False Claims

4.6 Assignment

Article 5 Insurance and Indemnity Article 7 Payment of Taxes

10.10 Alcohol and Drug-Free Workplace

11.10 Compliance with Laws

Article 13 Data and Security

(b) Contractor fails or refuses to perform or observe any other term, covenant or condition contained in this Agreement, including any obligation imposed by ordinance or statute and incorporated by reference herein, and such default is not cured within 10 Days after written notice thereof from the SFMTA to Contractor or from when Contractor otherwise becomes aware of the Event of Default.. If Contractor defaults a second time in the same manner as a prior default cured by Contractor, the SFMTA may in its sole discretion immediately terminate the Agreement for default or grant an additional period not to exceed five Days for Contractor to cure the default.

(c) Contractor (i) is generally not paying its debts as they become due;

(ii) files, or consents by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction; (iii) makes an assignment for the benefit of its creditors; (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers of Contractor, or of any substantial part of Contractor’s property; or (v) takes action for the purpose of any of the foregoing.

(d) A court or government authority enters an order (i) appointing a custodian, receiver, trustee or other officer with similar powers with respect to Contractor, or with respect to any substantial part of Contractor’s property; (ii) constituting an order for relief or approving a petition for relief, reorganization or arrangement, any other petition in bankruptcy

SFMTA P-615c (1-26) 16 of 29 SFMTA-2025-48-LOC or for liquidation, or to take advantage of any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction; or (iii) ordering the dissolution, winding-up or liquidation of Contractor.

8.2.2 Default Remedies. On and after any Event of Default, City shall have the right to exercise its legal and equitable remedies, including, without limitation, the right to terminate this Agreement or to seek specific performance of all or any part of this Agreement. In addition, where applicable, City shall have the right (but no obligation) to cure (or cause to be cured) on behalf of Contractor any Event of Default. Contractor shall pay to City on demand all costs and expenses incurred by City arising from the Event of Default and/or in effecting such cure, with interest thereon from the date of incurrence at the maximum rate then permitted by law. City shall have the right to offset from any amounts due to Contractor under this Agreement or any other agreement between City and Contractor: (i) all damages, losses, costs or expenses incurred by City as a result of an Event of Default; and (ii) any liquidated damages levied upon Contractor pursuant to the terms of this Agreement; and (iii), any damages imposed by any ordinance or statute that is incorporated into this Agreement by reference, or into any other agreement with the City.

8.2.3 All remedies provided for in this Agreement may be exercised individually or in combination with any other remedy available hereunder or under applicable laws, rules and regulations. The exercise of any remedy shall not preclude or in any way be deemed to waive any other remedy. Nothing in this Agreement shall constitute a waiver or limitation of any rights that City may have under applicable law.

8.2.4 Any notice of default must be sent in accordance with Article 11.

8.3 Non-Waiver of Rights. The omission by either Party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other Party at the time designated, shall not be a waiver of any such default or right to which the Party is entitled, nor shall it in any way affect the right of the Party to enforce such provisions thereafter.

8.4 Rights and Duties upon Termination or Expiration

8.4.1 This Section 8.4 and the following Sections of this Agreement listed below, shall survive termination or expiration of this Agreement:

3.3.2 Payment Limited to Satisfactory Delivery of Goods

3.4 Audit and Inspection of Records

3.5 Submitting False Claims

Article 5 Insurance and Indemnity

6.1 Liability of City

6.3 Liability for Incidental and Consequential Damages

Article 7 Payment of Taxes

8.1.6 Payment Obligation

8.2.2 Default Remedies

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11.6 Dispute Resolution Procedure

11.7 Agreement Made in California; Venue

11.8 Construction

11.9 Entire Agreement

11.10 Compliance with Laws

11.11 Severability

Article 13 Data and Security

8.4.2 Subject to the survival of the Sections identified in Section 8.4.1 above, if this Agreement is terminated prior to expiration of the term specified in Article 2, this Agreement shall be of no further force or effect. Promptly upon expiration of this Agreement, or promptly upon receipt by Contractor of notice of termination of this Agreement, Contractor shall transfer title to City, and deliver in the manner, at the times, and to the extent, if any, directed by City, any work in progress, completed work, supplies, equipment, and other materials produced as a part of, or acquired in connection with the performance of this Agreement, and any completed or partially completed work which, if this Agreement had been completed, would have been required to be furnished to City.

Article 9 Rights in Deliverables

9.1 Reserved. (Ownership of Results)

9.2 Reserved. (Works for Hire)

Article 10 Additional Requirements Incorporated by Reference

10.1 Laws Incorporated by Reference. The full text of the laws listed in this Article…