New Electronic Payments Program WMATA FQ 11248-3 Amendment 1 Design, Build, Installation, Operation and Maintenance Agreement 1. Section 2.2 entitled "Phase II - Operation and Maintenance" is hereby amended as follows: Phase II shall involve the operation and maintenance of the Equipment, Licensed Software and any other applicable Components of the NEPP System, as set forth in greater detail herein and in the Technical Specification. Authority may elect to transition the responsibilities for these services to Authority or to another Authority-approved entity at the conclusion of Phase I. Specifically, in Phase II, Contractor's responsibilities shall include the following services, as further specified, for example, in the Contract Section entitled "Operation and Maintenance". It is agreed and understood that, if the Authority elects to transition Phase II services to a Person other than the Contractor, the Contractor will remain responsible for warranty services and deliverables during the Warranty Period. 2. Section 2.6 entitled "Period of Performance" is hereby amended as follows: The period of performance is from the date of contract award through Final Acceptance and through the Warranty Period. At the Authority’s sole discretion, the Authority has the right to exercise two (2) five (5) year and up to five (5) additional one (1) year options for Operations and Maintenance Services (each an "O&M Option"). 3. Section 17.2 entitled "Phase II Maintenance and Support Services" is hereby amended as follows: During the Warranty Period and during Phase II (if the Authority exercises the O&M Option), on a services basis, for the NEPP System in production and after Final Acceptance, the Contractor shall render Maintenance services, including services that (i) address Errors, (ii) provide Error Corrections for and Updates to the Licensed Software, (iii) provide Updates to Software Documentation, all as set out in this Section (entitled "Software Maintenance"). 4. Section 27 entitled "Authority Substitution Rights" is hereby amended to add the following new Section 27.4: 27.4 Contractor Obligation to Cooperate With Authorized Vendors and Authority; Effect On Warranties. The Contractor acknowledges that there are circumstances where an Authorized Vendor or the Authority might perform tasks that constitute or are closely related to obligations of the Contractor under this Contract, or that constitute O&M Services where, for example, the Authority has not exercised the O&M Option and the Contractor is performing warranty services (collectively, "Retained Page 1 May 24, 2012 Amendment 1 - Design, Build, Installation, Operation and Maintenance Agreement New Electronic Payments Program WMATA FQ 11248-3 Tasks"). The Contractor shall cooperate fully and diligently with Authorized Vendors and the Authority in their performance of such Retained Tasks. Full and diligent cooperation shall include (but not be limited to): (i) providing timely and complete notice of developments or other information that might impact performance of a Retained Task; (ii) proactively identifying for the Authorized Vendor and the Authority any anticipated conflicts between (a) the Contractor's required performance of obligation and (b) performance of the Retained Task; (iii) promptly notifying the Authority and the Authorized Vendor if the Contractor believes there may be a disagreement as to whether a task (a) is the responsibility of the Contractor or instead (b) constitutes a Retained Task, which is not the responsibility of the Contractor (each, an "Allocation Issue"); (iv) provides, simultaneous with its notice of an Allocation Issue, documentation and other information sufficient to permit the Authority and the Authorized Vendor to evaluate the Contractor's position concerning such Allocation Issue; (v) promptly resolves in good faith each Allocation Issue (with unresolved issues subject to the Subsection entitled "General / Disputes"); and (vi) otherwise offers and provides assistance to ensure that the Contractor's performance is efficiently and harmoniously coordinated with the performance of Retained Tasks. The performance of a Retained Task by an Authorized Vendor or by the Authority shall not void applicable warranties or diminish Service Levels (where such Service Levels remain the Contractor's responsibility); provided that the Authorized Vendor (or the Authority) performs and completes the Retained Task in accordance with applicable requirements and quality standards set by this Contract and the Technical Specification. 5. Section 29.7 entitled "Service Levels; Credit Not Limiting Other Remedies' is hereby amended as follows: The Contractor represents and warrants that, continuously during the Warranty Period and during the O&M Period (if the Authority exercises the O&M Option), the NEPP System's Measured Services shall meet applicable Service Levels. It is agreed and understood that the recovery of Service Level Credits shall not constitute the Authority's sole remedy for a failure to meet Service Levels, and the Authority expressly reserves all such rights and remedies, including Default. 6. Section 29.9 entitled "Non-Infringement Warranty" is hereby amended as follows: Contractor represents and warrants that, during and after the Term, the NEPP System, its Components, and its operation do not and shall not infringe or misappropriate Intellectual Property Rights (including, for the avoidance of doubt, rights under patent law) of Third Parties. 7. Section 33 entitled "Term" is hereby amended as follows: Unless otherwise modified in accordance with the terms of this Contract, or unless otherwise terminated in accordance with the Contract Section entitled "Termination," the initial term ("Initial Term") shall be the period commencing on Page 2 May 24, 2012 Amendment 1 - Design, Build, Installation, Operation and Maintenance Agreement New Electronic Payments Program WMATA FQ 11248-3 the date hereof and continuing through the cumulative period comprised of (a) the Full Deployment Period, and (b) Final Acceptance, and (c) the Warranty Period. The Authority at its sole option shall be entitled to engage the Contractor for O&M Services for the Initial O&M Term, a renewal of such O&M Term, and subsequent Annual Renewal Terms in the manner provided in the Contract Subsection entitled "Operation and Maintenance / O&M Term; Renewal. The Initial Term together with any of the renewal terms for O&M Services set out above shall constitute the "Term". Page 3 May 24, 2012 Amendment 1 - Design, Build, Installation, Operation and Maintenance Agreement New Electronic Payments Program WMATA FQ 11248-3 WMATA New Electronic Payments Program (NEPP) Technical Specification Table of Contents Section 1: System Description Section 2: General Requirements Section 3: Fare Payment Media Section 4: Payment Transaction Processing Section 5: Applications Section 6: Fare Vending Devices Section 7: <Intentionally blank> Section 8: Turnstiles Section 9: <Intentionally blank> Section 10: On-Board Bus Payment Target Section 11: Platform Validators Section 12: Handheld Sales Devices Section 13: Customer Service Terminals Section 14: Parking Systems Section 15: Communications Section 16: Central Data System Section 17: System Interfaces and APIs Section 18: Project Management Section 19: Deployment, Installation and Testing Schedule 2, Summary Table of Contents Page 1 May 24, 2012 Amendment 1 - Technical Specification New Electronic Payments Program WMATA FQ 11248-3 Section 20: Documentation, Parts and Tools Section 21: Training Section 22: Customer Support Services Section 23: System Support Services Section 24: Contract Deliverable Requirements List Exhibits: Exhibit 1: Exhibit for Section 17 - System Interfaces and APIs Appendices: Appendix 1: Summary of Supplemental Information Schedule 2, Summary Table of Contents Page 2 May 24, 2012 Amendment 1 - Technical Specification New Electronic Payments Program WMATA FQ 11248-3 22.2.4 Smart Media Telephone-Based Service The NEPP shall include a modern state of the art Inbound Customer Support Call Center. This system shall utilize an Automated Call Director (ACD) and Interactive Voice Response System (IVR) with its telephone systems. Contractor shall provide a complete description of the hardware and software to be deployed for the ACD and IVR systems. CDRL 22-6 The ACD shall automatically route each inbound call to the IVR for processing prior to routing calls to Customer Support Call Center (CSCC) staff upon request by a customer or upon presentation of a customer issue that the IVR is not equipped to handle. The CSCC shall be located within the continental United States WMATA service area. Telephone calls in excess of the expected volumes shall be able to be accommodated at another location within the continental United States. All performance requirements shall apply for all activities. Contractor shall describe the plan for accommodating all NEPP CSCC traffic and shall submit it to WMATA for their review at PDR and for approval at FDR. CDRL 22-7 All customer payment data stored by for use within the CSS and applicable databases shall be compliant with the Payment Card Industry Data Security Standard (PCI DSS). All communications network components and devices utilized by the CSS shall comply with PCI DSS. ! - No other revisions made to this page - Schedule 2, Section 22, Page 22-17 May 24, 2012 Amendment 1 - Technical Specification ! New Electronic Payments Program WMATA FQ 11248-3 Appendix 1 – Summary of Supplemental Information 1!