SFMTA-2026-47-LOC_-_Appendix_B_-_Non-Disclosure_Agreement.pdf

SFMTA P-690 (03-25) B-1 October 7, 2026 4932-0111-5600 v.1

APPENDIX B

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

RFP No. SFMTA-2026-47-LOC: Security Services

RECITALS

A. The City and County of San Francisco, through its Municipal Transportation Agency

(SFMTA), is the owner of and retains all rights to the following documents and materials

(Documents):

1. Appendix C: SFMTA Current Facilities and Function Information.

2. Appendix D: SFMTA-Owned or SFMTA-Operated Security Equipment, Hardware, Software, Systems, and Resources.

3. Appendix H-3: Current Security Guard Shift Schedule.

4. Appendix I: SFMTA Model Post Orders and Standard Operating Procedures provided for proposal-preparation purposes or contract administration.

B. The Documents are to be provided to the signatory of this Confidentiality and Nondisclosure

Agreement (Recipient) only for use in conjunction with RFP No. SFMTA-2026-47-LOC:

Security Services (Project).

C. The Documents contain confidential, proprietary, security-sensitive, Sensitive Security

Information (SSI), or other non-public information. Disclosure of the Documents to unauthorized persons may cause irreparable damage to the SFMTA and the public, including harm to transportation safety, transportation security, SFMTA facilities, SFMTA operations, or SFMTA systems.

D. The SFMTA will make available the identified Documents to the Recipient subject to the following terms and conditions.

SFMTA P-690 (03-25) B-2 October 7, 2026

AGREEMENT

1. Acknowledgment. By signing this Agreement, Recipient acknowledges that the disclosure to the public of any of the Documents may cause irreparable damage to the SFMTA and the public. The SFMTA will make the Documents available to Recipient only for use in connection with the Project.

2. Agreements. By signing this Agreement, Recipient agrees to the following:

2.1 Non-Disclosure of Documents. Recipient shall not disclose to any person or firm any of the Documents without the prior express written consent of the SFMTA, which consent shall be by the SFMTA Contract Administrator or designee, and without the person or firm executing a Nondisclosure Consent Agreement attached as Exhibit A to this Agreement.

2.2 Use of the Documents. Recipient shall not use any of the Documents for any purpose other than in connection with the Project, or take any other action with respect to the

Documents inconsistent with the confidential, proprietary, or security-sensitive nature of such information. By accepting and using the Documents, Recipient expressly agrees to comply fully with all terms of this Agreement. Recipient will not use the Documents in any way, directly or indirectly, that is damaging or harmful to the SFMTA, SFMTA facilities, SFMTA operations, transportation safety, or transportation security. This obligation survives termination of this Agreement.

2.3 Reproduction and Cover/Removal of Markings Prohibited. Recipient shall not copy or otherwise reproduce the Documents without express written authorization from the

SFMTA. Recipient shall not cover, remove, or otherwise hide from display any markings identifying Documents as confidential, proprietary, security-sensitive, or

Sensitive Security Information.

2.4 Safeguards Against Unauthorized Disclosure of the Documents. Recipient shall implement safeguards and procedures to prevent the unauthorized disclosure of the

Documents and shall maintain the confidentiality of the Documents using procedures no less rigorous than those used to protect and preserve the confidentiality of

Recipient's own similar proprietary information, but no less than a reasonable standard of care. Recipient shall implement the following safeguards and procedures to prevent unauthorized disclosure of the Documents:

Providing authorized employees and consultants adequate instructions with regard to the use and disclosure of the Documents, including obtaining the employees' and consultants' signed Nondisclosure Consent Agreements using the form provided as Exhibit A to this

Agreement.

Implementing safeguards to restrict copies and reproductions of the Documents in any form, including paper copies and electronically formatted copies. Recipient shall authorize access to the Documents only on a need-to-know basis, as determined by the SFMTA, and shall retrieve all such copies upon completion of the task for which they were required.

Copies and reproductions of the Documents shall not be made for or retained for

SFMTA P-690 (03-25) B-3 October 7, 2026 distribution to any third party unless the third party has complied with the requirements of

Section 2.1.

Notifying the SFMTA if any individual who has signed a Nondisclosure Consent

Agreement no longer has a need to know the Documents, e.g., if the individual is no longer part of a team working on the Project. Upon notification, Recipient will prevent further access by that individual to the Documents, and the SFMTA will discontinue any access it has provided to that individual.

If any Document is marked or designated as Sensitive Security Information, security-sensitive information, confidential, or proprietary, Recipient shall comply with all markings and any handling instructions provided by the SFMTA.

3. Documents Taken Off SFMTA Premises. If the SFMTA provides Recipient copies of the

Documents and allows said Documents to be removed from SFMTA premises or accessed electronically, Recipient shall maintain said Documents in a secure location or access-controlled electronic system and shall use them only for the purposes described in this

Agreement.

4. Certification of Return or Destruction of the Documents. Upon notification that Recipient has not been selected for award of the Project contract, notification of the completion of the relevant Project, or upon request of the SFMTA, Recipient shall certify within twenty-one calendar days that all Documents have been returned to the SFMTA or destroyed by shredding or secure electronic deletion, using the form provided as Exhibit B to this

Agreement. Notwithstanding the above, Recipient shall keep in perpetuity in trust and confidence all Documents remaining in Recipient's possession. This perpetual obligation of

Recipient shall include full compliance with Sections 2.2, 2.4, and 5 of this Agreement.

5. Unauthorized Disclosure or Loss of a Document. Recipient agrees that if at any time

Recipient misplaces or loses control over a Document in Recipient's custody or inadvertently provides access to persons or parties not authorized by the SFMTA to receive the Document, Recipient shall notify the SFMTA immediately, and in no event later than 24 hours after discovery that an unauthorized disclosure or loss of control of a Document has occurred.

Such notice shall be given orally and in writing, and shall provide all available details regarding the event. The oral notices shall be given by telephone to the SFMTA Contract

Administrator identified in Section 11. The written notices shall be sent to the SFMTA

Contract Administrator at the SFMTA address listed in Section 11. The SFMTA may investigate the facts underlying Recipient's disclosure or loss of control over the Document.

If the SFMTA determines that such unauthorized disclosure or loss of control constituted an unauthorized disclosure or improper use of the Document by Recipient, the SFMTA may pursue remedies as set forth in Section 7.

6. Ownership of the Documents. Recipient agrees that all Documents provided to Recipient and all copies of the Documents made by Recipient will at all times remain the property of the SFMTA, which retains all rights to them.

7. SFMTA Remedies. Recipient acknowledges that the unauthorized disclosure or improper use of the Documents by Recipient may cause irreparable harm to the SFMTA and the

SFMTA P-690 (03-25) B-4 October 7, 2026 public. The SFMTA retains all of its legal rights and remedies to enforce this Agreement.

Furthermore, Recipient acknowledges that the SFMTA is entitled to seek equitable remedies, including temporary and permanent injunctive relief, without the necessity of posting a bond or other security, to enforce this Agreement. No remedy or election under this Agreement shall be deemed exclusive but shall, whenever possible, be cumulative with all other remedies at law or in equity.

8. Attorneys' Fees. In the event that a suit or other legal action is necessary to enforce any of the provisions herein contained, the prevailing party shall be entitled to reasonable attorneys' fees in addition to costs.

9. Assignment. Recipient shall not assign any rights or transfer any obligation under this

Agreement without the express written consent of the SFMTA.

10. Severability. Should the application of any provision of this Agreement to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the validity of other provisions of this Agreement shall not be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.

11. Notices. All written communications sent by the parties may be by U.S. mail or e-mail and shall be addressed as follows:

To SFMTA:

Name: Carlos F. Peza, Contract Administrator

Address: San Francisco Municipal Transportation Agency

One South Van Ness Avenue, 6th Floor

San Francisco, CA 94103

Phone: (415) 579-9801

Email: Carlos.Peza@sfmta.com

To Recipient:

Name:

Address:

Phone:

Email:

Any notice of default must be sent by registered mail or by personal service.

12. Applicable Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of California. Venue for any action arising from this Agreement or related thereto shall be in courts located in San Francisco, California.

13. Successors. This Agreement shall be binding on and inure to the benefit of Recipient's successors or assigns.

SFMTA P-690 (03-25) B-5 October 7, 2026

IN WITNESS WHEREOF, the Recipient has caused this Agreement to be duly executed.

Dated: _____________________

Recipient:

Name of Recipient

Signature

Name (please print)

Title

SFMTA P-690 (03-25) B-6 October 7, 2026

EXHIBIT A

NONDISCLOSURE CONSENT AGREEMENT

To be executed by Employees of Recipient, or Third Parties

Recipient Name:

Employee/Third Party Name:

Email Address:

I agree that any disclosure to me of the Documents will be subject to the following obligations:

1. I confirm that I have been provided a copy of the Confidentiality and Nondisclosure

Agreement between the SFMTA and Recipient. I confirm that I will comply at all times with

Recipient's obligations in relation to the Documents as set out in the Confidentiality and

Nondisclosure Agreement, and will not do anything that would or could jeopardize any of

Recipient's obligations in relation to the Documents, or lead to a breach or compromise of the security of the Documents.

2. I will not disclose or permit disclosure of the Documents, or permit anyone to use the

Documents, without the prior written approval of the SFMTA.

3. The above obligations of confidentiality and non-use will apply to my work on the Project, and will continue to apply without limitation of time after the date of termination of my work.

Executed by:

Employee/Third Party Name

Employee/Third Party Signature

Date

SFMTA P-690 (03-25) B-7 October 7, 2026

EXHIBIT B

CERTIFICATION OF RETURN OR DESTRUCTION

I am the _____________________________ of Recipient ______________________________, which was given access to Documents in connection with the Project under the terms of the

Confidentiality and Nondisclosure Agreement (the "Agreement") signed by Recipient on

I certify that all Documents received under the Agreement, and all copies of the Documents, have been returned to the SFMTA or destroyed, in accordance with the guidelines and procedures as required by Section 4 of the Agreement.

Recipient

Name

Job Title

Signature

Date