All capitalized terms used, but not defined herein shall have the same meanings ascribed to them in the Transit Tech Lab (“TTL”) Terms and Conditions (the “Agreement”) between the Metropolitan Transportation Authority (the “MTA,” “we” or “us”) and the individual or entity identified on the TTL Application Form (the “Applicant” or “you”). This addendum (the “COVID-19 Response Addendum”) amends the Agreement between the MTA and the Applicant to more fully apply to the COVID-19 Response Challenge. EXCEPT AS MODIFIED IN THIS COVID-19 RESPONSE ADDENDUM, THE TERMS OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
BOTH THE AGREEMENT AND THE COVID-19 RESPONSE ADDENDUM ARE CONSIDERED ONE ENFORCEABLE, LEGALLY BINDING CONTRACT BETWEEN YOU AND THE MTA. PLEASE READ THE AGREEMENT AND THIS COVID-19 RESPONSE ADDENDUM CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT AND THIS COVID-19 RESPONSE ADDENDUM, YOU ARE NOT PERMITTED TO PARTICIPATE IN THE TTL.
1. COVID-19 Response Challenge. For purposes of this COVID-19 Response Addendum, any and all Challenges mentioned in the Agreement shall mean the COVID-19 Response Challenge and there shall be no Proof of Concept Finalists as in the Agreement.
2. Eligibility. For purposes of this COVID-19 Response Addendum only, Section 3 (Eligibility) of the Agreement is modified to permit all companies registered to do business with the State of New York and subsidiaries of larger companies to participate in the TTL.
3. Multiple Submissions; Proper Form. Section 4.1 (Multiple Submissions; Proper Form) of the Agreement shall not apply to the COVID-19 Response Challenge.
4. Operating the TTL. Section 5 (Operating the TTL: Three Phases) of the Agreement shall be deleted and replaced in its entirety with this Section 4 (Operating the TTL) for purposes of this COVID-19 Response Addendum only.
4.1. Preliminary Phase. The Evaluators will review each Submission to determine which Applicants will present their solution in person to the Evaluators. The MTA will then select which of the Submissions will advance to either Proof of Concept or Pilot, as appropriate, based on the maturity of the technology.
4.2. Proof of Concept. Proof of Concept will commence as early as possible after we have notified the Applicants who will advance. This phase will entail a more detailed discussion with the MTA about how your solution might be turned into a Pilot to test the technology. Applicants with a mature prototype may skip straight to Pilot.
4.3. Pilot. Pilot will commence as early as possible after we have notified the Applicants who will advance to this phase. The MTA will decide, in its sole discretion, which Applicants will be invited to engage in a Pilot. All Pilot participants will be required to enter into a Pilot Agreement with the MTA, which will state the payment for, scope and duration of the Pilot. The MTA reserves the right not to select any Submissions for Pilot and has no obligation to implement any solution. Once we have made our decisions, we will publicly announce the Pilot participants for the COVID-19 Response Challenge.
4.4. Evaluation Criteria. The Evaluators will evaluate Submissions in each phase based upon the following criteria in the MTA’s sole discretion:
4.4.1. Impact: the Submission is workable in the MTA environment, presents a viable, relevant solution and has the potential to improve sanitization, safety, health and/or responsiveness of the transit system;
4.4.2. Product: solution is in prototype or later phase and available for live demonstration with metrics and paying customers illustrating product-market fit;
4.4.3. Team: Applicant has a qualified, compatible team with dedicated financial and technical resources to execute a successful Pilot ; and
4.4.4. Value: solution presents a new way of deriving more value from existing transit assets, the ability to allow the MTA cleaning crews to more safely do their jobs, and/or an opportunity to more efficiently manage infrastructure, operations and/or customer service.
4.5. MTA Confidential Information Disclosures. Subject to Section 6 (Confidentiality) of the Agreement, we may provide Applicants with Confidential Information, upon execution of a confidentiality agreement with the MTA. All consultants working with the MTA on the COVID-19 Response Challenge will only be provided Applicant Submissions upon the execution of a confidentiality agreement.
5. Limited License to Your Intellectual Property. For purposes of this COVID-19 Response Addendum, the temporal limit in Section 7.2 (Limited License to Your Intellectual Property) of the Agreement is modified to be seventy-five percent (75%) of the term of the Pilot.
6. Restricted in Term. For purposes of this COVID-19 Response Addendum, Section 7.2.2 (Restricted in Term) of the Agreement is modified to permit use of the Submitted Technology through the end of the Pilot and for an additional seventy-five percent (75%) of the term of the Pilot thereafter.
7. Paid-Up and Royalty-Free. For purposes of this COVID-19 Response Addendum, Section 7.2.4 (Paid-Up and Royalty-Free) of the Agreement is modified to allow for compensation to be paid to the Applicant.
8. Term. Subsection (b) of Section 14 (Term) of the Agreement is deleted in its entirety and replaced with: “(b) the execution of a Pilot Agreement with the MTA”.
