SFMTA-2026-47-LOC_-_Appendix_F_-_Sample_Agreement.docx

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

[Insert name of Contractor]

Contract No. SFMTA-2026-47-LOC

Table of Contents

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 [Insert name of Contractor] Contract No. SFMTA-2026-47-LOC

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

Recitals

1. The SFMTA seeks to contract for security services for its properties and transit facilities.

1. Contractor represents and warrants that it is qualified to perform the Services required by the SFMTA as set forth under this Agreement.

Contractor was competitively selected pursuant to a Request for Proposals (RFP) entitled RFP No. SFMTA-2026-47-LOC: Security Services issued through Sourcing Event ID [Enter Number].

1. The Local Business Enterprise (LBE) subcontracting participation requirement established for this project is 20%. Contractor has committed to [insert LBE subcontracting percentage number]% LBE subcontracting under this Agreement. [OR delete preceding recital clause and insert the recital below, keeping the formatting:]

1. This Agreement is for security services under Proposition J (as defined by the 2023 PSC Policy of the Civil Service Commission) and, as such, is exempt from Civil Service Commission review.

1. The SFMTA has filed Ethics Form 126f2 (Notice of Submission of Proposal) because this Agreement has a value of $100,000 or more in a fiscal year and will require the approval of the Board of Supervisors.

1. The SFMTA will file Ethics Form 126f4 (Notification of Contract Approval) within five days of execution of the Agreement because this Agreement has a value of $100,000 or more in a fiscal year and will require the approval of the Board of Supervisors.

1. As required under Charter Section 9.118, the City’s Board of Supervisors approved this Agreement by [insert resolution number] on [insert the date the Mayor approved the resolution] in the amount of [insert Dollar Amount] for the period commencing [Insert Start Date] and ending [Insert End Date].

Now, THEREFORE, the Parties agree as follows:

Article 1 Definitions The following definitions apply to this Agreement. Where any word or phrase defined below, or a pronoun in place of the word or phrase, is used in any part of this Agreement, it shall have the meaning set forth below:

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

“Accepted Proposal Commitments” means the portions of the Contractor’s Proposal, negotiated commitments, SFMTA-approved ISDAs or Optional Enhancements, and other commitments identified in Appendix D as accepted and incorporated into this Agreement.

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

“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.

“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 outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

“As-Needed Services” means armed or unarmed security services requested by the SFMTA that are not part of the approved staffing or deployment schedule and are provided in accordance with this Agreement and applicable rates.

“Baseline Establishment Date” means the date the SFMTA confirms as the completion of Phase 1 - Mobilization and Baseline Establishment and the beginning of Phase 2 - Steady-State Operations and Continuous Improvement, as described in Appendix A (Scope of Services).

“Baseline Requirements” means all mandatory requirements of the Agreement, including the required Services and Contractor Responsibilities in Appendix A, the required Performance Requirements in Appendix C (Performance Requirements, Key Performance Indicators, Performance Incentives, and Liquidated Damages), Required Base-Service Technology, and applicable SFMTA Operating Documents.

“CCO” means the SFMTA Contract Compliance Office.

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

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

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

1.3 “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.

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

“Contractor Responsibilities” means the operational, management, administrative, and support responsibilities established in Appendix A, including responsibilities applicable to Services performed by Contractor and any Subcontractors, as implemented through applicable SFMTA Operating Documents and SFMTA direction under the Agreement.

“Controller” means the Controller of the City.

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

“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.

“Deliverables” means Contractor’s or its subcontractors’ work product, including any partially completed work product and related materials, resulting from the Services provided by Contractor to City during the course of Contractor’s performance of the Agreement, including without limitation, the work product described in the “Scope of Services” attached as Appendix A.

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

“Emergency Services” means armed or unarmed security services requested by the SFMTA to address emergencies, incidents, service disruptions, civil disturbances, natural disasters, or other unanticipated security needs.

“Generative Artificial Intelligence” means Artificial Intelligence that can generate derived synthetic content, such as text, images, video, and audio, that emulates the structure and characteristics of the Artificial Intelligence’s training data.

“Guard” means an armed or unarmed security guard assigned by Contractor or a Subcontractor to perform Services.

“Innovative Service Delivery Approach” or “ISDA” means a Proposer-identified and separately described innovative method for meeting a Baseline Requirement that materially changes how Services are delivered, coordinated, managed, or supported while maintaining or improving required service levels, accountability, and security outcomes.

“Key Personnel” means Contractor or Subcontractor personnel identified in Contractor’s Proposal or approved by the SFMTA as key management, supervisory, technical, compliance, or account personnel for the Services.

“Local Business Enterprise” or “LBE” means a business that is certified as a micro or small LBE under Section 14B.3 of the San Francisco Administrative Code.

“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.

“Non-Guard Support Functions” means administrative, coordination, technology, monitoring, reporting, records support, badging, console, video surveillance, SOC support, or similar support functions related to the Services that do not require Contractor-provided armed or unarmed Guard personnel unless directed by the SFMTA.

“Notice to Proceed” means written notice to the Contractor of the date on which it shall begin prosecution of the work to be done under the Contract.

“Optional Enhancement” means a separately identified addition of services, technology, or functionality beyond the Baseline Requirements.

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

“Performance Incentives” means any SFMTA-approved performance credits or incentives described in Appendix C or otherwise approved in writing by the SFMTA under this Agreement.

“Performance Metric” means an established metric used to measure a Performance Requirement as set forth in Appendix C.

“Personal Identifiable Information (PII)” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household. Personal information includes, but is not limited to, the following if it identifies, relates to, describes, is reasonably capable of being associated with, or could be reasonably linked, directly or indirectly, with a particular individual or household as further defined in the California Consumer Privacy Act.

“Post Orders” means SFMTA-approved instructions for a Site, post, patrol, function, or assignment and are a type of SFMTA Operating Document.

“Qualified Personnel” means Contractor or Subcontractor personnel who satisfy the screening, training, license, permit, certification, background check, drug and alcohol testing, equipment authorization, SFMTA approval, and assignment-specific qualification requirements applicable to the assigned Services.

“Records” means documents, data, reports, logs, time records, payroll records, patrol records, inspection records, incident records, training records, licensing records, equipment records, Subcontractor records, and other materials created, received, or maintained in connection with the Services, whether paper or electronic.

“Revenue Security Support” means security services supporting SFMTA Revenue Collection and Sales functions, including fixed Guard coverage, escort services, alarm and video monitoring, access control support, Mobile Patrol and Response Services, gate support, and related reporting.

“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.

“Security Operations Center” or “SOC” means the SFMTA security coordination function used to receive, assess, document, and coordinate responses to security-related information, including information from Guards, SFMTA staff, access control systems, video surveillance, alarms, security applications, phone calls, email, and other approved sources.

“Service Commencement Date” means the date specified by the SFMTA on which Contractor assumes responsibility for the required Services.

“Services” means the work performed by Contractor under this Agreement as specifically described in Appendix A, including but not limited to Guard Service Delivery, Non-Guard Support Functions, Supervision, Administration and Management services, and all related labor, supervision, materials, equipment, actions, and other requirements to be performed or furnished by Contractor.

“SFMTA Operating Documents” means SFMTA-approved Post Orders, Standard Operating Procedures, approved operational plans, procedures, written instructions, and other Site-specific, function-specific, or assignment-specific documents issued by the SFMTA for the Services in accordance with Section 4.4 of this Agreement.

“Site” means an SFMTA facility, property, station, platform, yard, Revenue location, tunnel gate, administrative location, or other location where Services are performed or may be requested by the SFMTA.

“Special Event Services” means security services requested by the SFMTA for special events, temporary service changes, emergency activities, special transit operations, or other time-limited operational needs.

“Transit Management Center” or “TMC” means the centralized transit operations and coordination center that supports management and dispatch of bus, rail, and cable car operations, communications, incident response, roadway and transit condition monitoring.

“Unqualified Personnel” means Contractor or Subcontractor personnel who do not satisfy one or more applicable qualification requirements or who are not approved or authorized for the assigned Services.

Article 2 Term of the Agreement Term. The term of this Agreement shall commence on the Effective Date and expire three years from the Effective Date, unless earlier terminated as otherwise provided herein.

Options to Extend. The SFMTA has the option to renew the Agreement for a period of two 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.

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 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 services.

Compensation Contract Not to Exceed Amount. The amount of this Agreement shall not exceed [insert whole dollar amount in numbers and words in bold -- no pennies and no “.00”], the breakdown of which appears in Appendix B (Calculation of Charges). 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 Services covered by this Agreement.

Rate Adjustments.

From time to time and as soon as reasonably practicable, either Party may submit a written notice to the other Party requesting to discuss and negotiate a possible adjustment in the Billing Rates to the extent actual increases or decreases in rates for Security Guard Services (as defined in San Francisco Labor and Employment Code Section 102.11) that exceed or are lower than the estimated Security Guard Service rates included in the Billing Rates (Rate Adjustment Request or Request). A Party shall include with its Rate Adjustment Request a written explanation of the reasons and calculations supporting the Billing Rate adjustment. As part of its Request, Contractor shall provide satisfactory written evidence that any proposed Billing Rate increase does not include costs other than Security Guard Service rates and that any such cost increases have not already been factored into the Billing Rates. Within 30 business days of the Request, the Parties shall undertake genuine and good faith negotiations regarding the Request with a view to reaching a mutually acceptable resolution of the issue. Failure to agree shall trigger the dispute resolution procedure in Section 11.6.1.

For all other Billing Rates, Contractor may request an annual adjustment based on the annual percentage change in the Consumer Price Index for All Urban Consumers for the San Francisco-Oakland-Hayward area (CPI-U). Contractor shall submit any request at least 30 Days before the applicable anniversary date of the Agreement and shall provide documentation supporting the applicable CPI-U change and calculation of the requested adjustment. CPI-U adjustments shall not apply to Security Guard Services. Any approved adjustment shall be effective only upon execution of a written modification to this Agreement and shall not apply retroactively unless otherwise approved by the SFMTA in writing.

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

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

Invoicing. Contractor shall invoice the SFMTA for the Services provided under this Agreement on a timely basis, and in no event later than 30 Days after delivery of the Services or as specified in Appendix B, 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 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 Number, PeopleSoft Supplier Name and ID, Item numbers (if applicable), complete description of Services performed, sales/use tax (if applicable), contract payment terms, and contract price. Invoices that do not include all required information or contain inaccurate information will not be processed for payment. Each invoice must be supported by searchable digital records sufficient to verify the Services performed, including time records, payroll records, subcontractor records, and any other documentation requested by the SFMTA. Contractor shall certify with each invoice that all invoiced Services were actually performed only by Qualified Personnel in accordance with Section 4.2, including Services performed by Subcontractors. Contractor shall not invoice the SFMTA for unfilled posts, unauthorized overtime, unsupported hours, Services performed by Unqualified Personnel, or Services not performed.

LBE Payment and Utilization Tracking System. LBE Subcontracting Participation Requirements apply to this Agreement. Contractor shall: (a) within three business days of the SFMTA’s payment of any invoice to Contractor, pay LBE subcontractors as provided under Chapter 14B.7(H)(9); and (b) within 10 business days of the SFMTA’s payment of any invoice to Contractor, confirm its payment to subcontractors using the B2GNow System (https://sfmta.diversitycompliance.com/) unless instructed otherwise by CCO. Failure to submit all required payment information to the B2GNow System with each payment request may result in the withholding of 20% of subsequent payments due.

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

Reserved. (Payment Discount Terms) 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 Services. 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.

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.

Payment of Prevailing Wages

3.2.1 Covered Services. Services to be performed by Contractor under this Agreement will involve the performance of work covered by Articles 101 through 107 of the San Francisco Labor and Employment Code, as applicable, including without limitation the California Labor Code provisions incorporated therein (collectively, “Covered Services”), all of which is incorporated into this Agreement as if fully set forth herein and will apply to any Covered Services performed by Contractor and its subcontractors. Contractor shall specifically refer to Section 102.11 (Prevailing Rate of Wages for Security Guard Services in City Contracts and for Events on City Property). https://codelibrary.amlegal.com/codes/san_francisco/latest/sf_laboremployment/0-0-0-2187

3.2.2 Wage Rates. The latest prevailing wage rates for private employment on public contracts as determined by the San Francisco Board of Supervisors, as such prevailing wage rates may be changed during the term of this Agreement, are hereby incorporated as provisions of this Agreement. Contractor agrees that it shall pay not less than the highest general Prevailing Rate of Wages to all workers employed by Contractor who perform Covered Services under this Agreement. Copies of the Prevailing Rate of Wages as fixed and determined in accordance with Labor and Employment Code Section 103.2 are available from the City’s Office of Labor Standards and Enforcement (OLSE) and are on file at the Department’s principal office or at the job site and shall be made available to any interested party on request.

Subcontract Requirements. Contractor shall insert in every subcontract for the performance of Covered Services under this Agreement a provision requiring the subcontractor to pay all persons performing labor in connection with Covered Services under the subcontract not less than the highest general prevailing rate of wages as determined by the Board of Supervisors for such labor and services.

3.2.3 Job Site Notices and Records. Contractor shall prominently post at each job site a sign informing employees that the work is subject to the City’s Prevailing Wage requirements and that these requirements are enforced by OLSE. Contractor shall also maintain a sign-in and sign-out sheet in a format prescribed by OLSE showing which employees are present on the job site.

3.2.4 Payroll Records. Contractor shall keep or cause to be kept, for a period of four years from the date of completion of the subject work, complete and accurate payroll records for all workers performing Covered Services, including without limitation time cards, trust fund reports, apprenticeship agreements, accounting ledgers, tax forms, proof of payment, and superintendent and foreperson daily logs for all trades workers performing work. Such records shall include the name, address and social security number of each worker who provided Covered Services, including apprentices, their classification, a general description of the Services each worker performed each day, the rate of pay (including rates of contributions for, or costs assumed to provide fringe benefits), daily and weekly number of hours worked, deductions made and actual wages paid. Every subcontractor who shall perform any part of Covered Services shall keep a like record of each person engaged in the execution of Covered Services under the subcontract. All such records shall at all times be available for inspection of and examination by the City and its authorized representatives.

3.2.5 Certified Payrolls. Contractor shall prepare certified payrolls for the period involved for all employees, including those of subcontractors, who performed Covered Services. Contractor and each subcontractor performing Covered Services shall electronically submit certified payrolls to the City using OLSE’s certified payroll reporting system. Contractor and all subcontractors that will perform Covered Services shall attend a training session on the preparation and electronic submission of certified payroll records provided by the City. Contractor and applicable subcontractors shall comply with electronic certified payroll requirements (including training) at no additional cost to the City.

3.2.6 Compliance Monitoring. Covered Services performed under this Agreement are subject to compliance monitoring and enforcement of prevailing wage requirements by OLSE. Contractor and any subcontractors performing Covered Services will cooperate fully with OLSE and other City employees and agents authorized to assist in the administration and enforcement of the prevailing wage requirements. Contractor agrees that (i) OLSE shall have the right to engage in random inspections of job sites and have access to the employees of the Contractor, employee time sheets, inspection logs, payroll records and employee paychecks, and (ii) OLSE may audit such records of Contractor and any subcontractors as it reasonably deems necessary. Failure to comply with these requirements may result in penalties and forfeitures pursuant to the California Labor Code, including Section 1776(h), as amended from time to time, and San Francisco Labor and Employment Code Articles 101 through 107, as applicable.

3.2.7 Remedies. Should Contractor, or any subcontractor performing Covered Services, fail or neglect to pay to the persons who perform Covered Services under this Agreement or subcontract for the Covered Services, the general prevailing rate of wages as herein specified, Contractor shall forfeit, and in the case of any subcontractor so failing or neglecting to pay said wage, Contractor and the subcontractor shall jointly and severally forfeit, back wages due plus the penalties set forth in the San Francisco Labor and Employment Code and/or California Labor Code Section 1775. City, when certifying any payment which may become due under the terms of this Agreement, shall deduct from the amount that would otherwise be due on such payment the amount of said forfeiture.

Article 4 Services and Resources Services Contractor Agrees to Perform. Contractor agrees to perform the Services stated in Appendix A (Scope of Services), comply with the performance requirements in Appendix C (Performance Requirements, Key Performance Indicators, Liquidated Damages, and Performance Incentives), and follow applicable SFMTA Operating Documents and SFMTA direction. Officers and employees of the City are not authorized to request, and the City is not required to compensate for Services beyond those stated.

Qualified Personnel. Contractor represents and warrants that it is qualified to perform the Services for which it is contracted to provide through this Agreement, and that all Services will be performed by Qualified 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 to perform the Services as required by the Agreement. Contractor shall ensure that all Contractor and Subcontractor, personnel assigned to perform Services maintain the required licenses, permits, registrations, certifications, training, background checks, driver’s licenses where applicable, drug and alcohol testing compliance where applicable, equipment authorizations, and other qualifications required under this Agreement. Contractor shall not assign Unqualified Personnel to perform Services and shall immediately remove any personnel who no longer meet applicable requirements. Contractor shall maintain supporting qualification records and, as required by Section 3.3.5, certify with each invoice that the Services invoiced were performed only by Qualified Personnel.

Warranty. Contractor warrants to City that the Services will be performed with the degree of skill and care that is required by current, good and sound professional procedures and practices, and in conformance with generally accepted professional standards prevailing at the time the Services are performed so as to ensure that all Services performed are correct and appropriate for the purposes contemplated in this Agreement.

SFMTA Operating Documents; Review and Approval SFMTA Operating Documents. Contractor shall comply with all applicable SFMTA Operating Documents, including Post Orders, Standard Operating Procedures, operational plans, procedures, and written instructions applicable to the Services. The SFMTA may issue, revise, replace or withdraw SFMTA Operating Documents during the term of the Agreement in accordance with Appendix A.

Contractor-Prepared Documents. Within fifteen (15) business days of a request by the SFMTA or receipt of an SFMTA Operating Document, Contractor shall recommend any and all revisions to SFMTA Operating Documents that are necessary to provide the Services under this Agreement, and shall prepare or revise the SFMTA Operating Documents for SFMTA review. Contractor shall not implement, modify, replace, or deviate from an SFMTA Operating Document based on a Contractor-proposed revision unless the revision has been accepted in writing by the SFMTA.

Review and Approval. The SFMTA may approve, reject, or require revision or resubmittal of any Contractor-prepared SFMTA Operating Document. Contactror shall address SFMTA comments and resubmit within fifteen (15) business days of the SFMTA’s response. The SFMTA’s review, acceptance, or approval of the Contractor-Prepared Documents and the Deliverables under this Agreement shall not be interpreted to create any duty of care or impose on the SFMTA any responsibility for such Operating Documents and/or Deliverables meeting the requirements of the Agreement, and shall not limit or modify Contractor’s warranty and indemnification requirements under this Agreement.

Contract Terms. SFMTA Operating Documents may establish or modify operational requirements without an amendment to the Agreement.

Subcontracting. Contractor may subcontract portions of the Services only upon prior written approval of the SFMTA. Contractor is responsible for its subcontractors throughout the course of the work required to perform the Services. All subcontracts must incorporate the terms of Article 10 (Additional Requirements Incorporated by Reference) of this Agreement, unless inapplicable. Neither Party shall, on the basis of this Agreement, contract on behalf of, or in the name of, the other Party. Any agreement made in violation of this provision shall be null and void. City’s execution of this Agreement constitutes its approval of the subcontractors listed below and/or in the Appendices.

· [Insert name of desired subcontractor] Independent Contractor; Payment of Employment Taxes and Other Expenses Independent Contractor. For the purposes of this Section 4.6, “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 is an independent contractor and is wholly responsible for the manner and means by which it performs the Services and work required under this Agreement. Contractor, including its agents and employees will not represent or hold itself/themselves out to be employees of the City at any time. Contractor shall not have employee status with City, nor be entitled to participate in any plans, arrangements, or distributions by City pertaining to or in connection with any retirement, health or other benefits that City may offer its employees. Contractor is liable for its acts and omissions. Contractor shall be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, unemployment compensation, insurance, and other similar responsibilities related to Contractor’s performing Services and work, or any agent or employee of Contractor providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between City and Contractor, or any of its agents or employees. Contractor agrees to maintain and make available to City, upon request and during regular business hours, accurate books and accounting records demonstrating Contractor’s compliance with Section 4.6. Should City determine that Contractor is not performing in accordance with the requirements of Section 4.6, City shall provide Contractor with written notice of such failure. Within five business days of Contractor’s receipt of such notice, and in accordance with Contractor policy and procedure, Contractor shall remedy the deficiency. Notwithstanding, if City believes that an action of Contractor warrants immediate remedial action by Contractor, City shall contact Contractor and provide Contractor in writing with the reason for requesting such immediate action.

Payment of Employment Taxes and Other Expenses. Should City, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Division, or both, determine that Contractor is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by Contractor which can be applied against this liability). City shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past Services performed by Contractor for City, upon notification of such fact by City, Contractor shall promptly remit such amount due or arrange with City to have the amount due withheld from future payments to Contractor under this Agreement (again, offsetting any amounts already paid by Contractor which can be applied as a credit against such liability). A determination of employment status pursuant to Section 4.6 shall be solely limited to the purposes of the particular tax in question, and for all other purposes of this Agreement, Contractor shall not be considered an employee of City. Notwithstanding the foregoing, Contractor agrees to indemnify and hold harmless City and its officers, agents and employees from, and, if requested, shall defend them against any and all claims, losses, costs, damages, and expenses, including attorneys’ fees, arising from Section 4.6.

Assignment. The Services to be performed by Contractor are personal in character. This Agreement may not be directly or indirectly assigned, novated, or otherwise transferred unless first approved by the SFMTA by written instrument executed and approved in accordance with City law and SFMTA policies, including but not limited to the Contract Approval and Delegation Policy. Any purported assignment made in violation of this provision shall be null and void.

Liquidated Damages.

By entering into this Agreement, Contractor agrees that its failure to perform certain obligations under this Agreement during the respective time limits imposed will cause the SFMTA to incur cost and inconvenience not contemplated under this Agreement, which cost and inconvenience will constitute damage to the SFMTA, the City and the public, and that the exact amount of such damage will be impractical or extremely difficult to determine. The assessment, collection, or payment of Liquidated Damages shall not limit Contractor’s indemnification obligations under this Agreement.

Liquidated Damages, Performance Requirements, Performance Metrics, measurement periods, thresholds, documentation requirements, cure periods, Performance Incentives, and related calculation methods are governed by Appendix C (Performance Requirements, Key Performance Indicators, Performance Incentives, and Liquidated Damages). Additional Liquidated Damages for discrete violations of Agreement requirements are set forth in Section 4.8.3. The amounts described as Liquidated Damages in Appendix C and Section 4.8.3 of this Agreement are not penalties, but represent a fair and reasonable estimate of the damages that the SFMTA will incur by reason of Contractor’s failure to perform and are fair compensation to City for its losses. Failure by the SFMTA to impose Liquidated Damages for specified violations will not be a waiver of the right to enforce this Section, nor will it constitute a waiver of any other right of the SFMTA under this Agreement.

Additional Liquidated Damages. In addition to Liquidated Damages established in Appendix C, Contractor shall be liable for the following Liquidated Damages:

$10,000 per Deliverable per day for failure to submit the initial submissions of the Deliverables required by Appendix A, Section III (Operational Plans and Deliverables), Deliverables 2 through 7, by the applicable required submission date unless the SFMTA authorizes a later submission date in writing.

$5,000 per plan per Day for failure to submit for SFMTA approval any required update to an operational plan identified in Appendix A, Section III, Deliverables 2 through 7 within five business days after the SFMTA’s request, unless the SFMTA authorizes a later submission date in writing.

$2,500 per submission for the administrative burden to the SFMTA associated with receiving false documentation in support of any Performance Metric established in Appendix C, any invoice, or other claim for payment under this Agreement, or for submitting any false certification required by this Agreement, including but not limited to certifications concerning Qualified Personnel under Section 3.3.5.

$1,000 per Day for failure to timely submit or make available data required to measure, verify, or report on any Performance Metric established in Appendix C, Performance Requirements 1 through 6.

$100 per 30-minute period for Contractor’s failure to immediately remove and replace any Guard when required under Section 4.2 or upon SFMTA request because of any cause or condition that renders the Guard incapable of performing assigned duties, including but not limited to, sleeping on duty, theft, and on-duty use of alcohol or illegal drugs.

$250 per piece for the administrative burden to the SFMTA associated with any loss of or damage to any SFMTA personnel communications equipment used to perform Guard duties.

$250 per incident for failure of any Guard to report for duty with all approved uniform elements or equipment required by Appendix A, Section II, Item 3.5 (Equipment, Vehicles, Uniforms & SFMTA Resources).

Remedies and Non-Duplication. The SFMTA may deduct Liquidated Damages from any money due to Contractor under this Agreement and may also reject invoices, withhold payment, require refunds or reimbursement of overpayments, require corrective action, require reimbursement for repair or replacement of any damaged equipment, deny Performance Incentives, or exercise any other remedy available under this Agreement. Non-payment for Services not authorized, not performed, performed by Unqualified Personnel, or not supported by required documentation is separate from, and not limited by, Liquidated Damages.

Performance Incentives. Performance Incentives are discretionary and subject to SFMTA approval. Contractor has no right to any Performance Incentive unless the SFMTA approves the incentive in writing and the Contractor satisfies all applicable requirements in Appendix C. Performance Incentives shall not be available for a Performance Requirement if Liquidated Damages are assessed for the same Performance Requirement during the same measurement period, unless the SFMTA determines in writing that the Liquidated Damages event was isolated, corrected, and unrelated to the requested Performance Incentive.

4.1 Bonding Requirements.

Within 10 Days of the City’s issuing notice of award of the contract, Contractor shall furnish and maintain for the term of the Agreement, the following bonds, on forms furnished by the City, and at no expense to the SFMTA:

A performance and payment bond in a form acceptable to the City, in a sum of not less than 10 percent of the annual amount of the contract to guarantee the faithful performance of this contract and to guarantee the payment of labor, materials, supplies, and equipment used in the performance of the contract.

A scheduled fidelity bond covering each employee who performs tasks relating to SFMTA Revenue Collections and Sales for $50,000 or a crime policy (Employee Dishonesty Coverage) covering all officers and employees in an amount of not less than $100,000, and including the SFMTA as additional obligee or loss payee as its interest may appear.

Corporate sureties issuing these bonds shall be legally authorized to engage in the business of furnishing surety bonds in the State of California. All sureties shall have a current A.M. Best rating not less than "A-, VIII" or as otherwise approved by the City's Risk Management Division and Controller.

The bonds shall be renewed annually for the term of the contract, as it may be extended. Contractor and the surety shall provide the SFMTA a minimum of 60 Days advance notice in the event that the surety intends to cancel or not renew the bond. In such event, Contractor shall, prior to the effective date of cancellation or termination, substitute another, and sufficient, surety to be approved by City. During the period covered by the Contract, if any of the sureties upon the bond become insolvent or, in the opinion of City, unable to pay promptly the amount of such bond to the extent to which the surety might be liable, Contractor, within 60 Days after notice given by City to Contractor, shall buy a supplemental bond or substitute another and sufficient surety approved by City in place of the surety becoming insolvent or unable to pay.

If, due to cancellation, failure to renew, or insolvency, Contractor fails to substitute another…