REQUEST FOR PROPOSALS

FOR

FLEET MANAGEMENT SYSTEM SOFTWARE

FOR THE
CITY OF SOUTH SAN FRANCISCO
FLEET MAINTENANCE DIVISION
PUBLIC WORKS DEPARTMENT

RFP Package Available Electronically at:

http://www.ssf.net/bids.aspx
or

Public Works Department

550 N. Canal St.
South San Francisco, CA 94080
(650) 877-8550

For questions regarding this RFP please contact Justin Lovell, Management Analyst at
(650) 829-3895 or email at justin.lovell@ssf.net

Proposals are due by 3:00 PM, Thursday, August 8, 2013 via email to justin.lovell@ssf.net
 Request for Proposals

Fleet Management System Software

Proposals in response to the Request for Proposals for Fleet Management System Software will
be received via email to justin.lovell@ssf.net until 3:00 pm PDT on August 8, 2013.

The City of South San Francisco invites proposals from qualified vendors that possess
outstanding qualifications, experience and knowledge to provide fleet management system
software to replace the current JetFleet system. The specific services requested in this Request
for Proposals (RFP) are detailed in Section II Scope of Work.

Note: There will be an optional pre-bid conference call meeting at 10:00 am PDT
Time on July 17, 2013. Vendors are strongly encouraged to participate in this pre-
bid conference call.

To obtain the conference call number, send an email to justin.lovell@ssf.net by July

15, 2013.

The top two or more bidders will be invited to a give a two hour demonstration of the software
and proposal either live or remotely.

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City of South San Francisco
Table of Contents

SECTION I BACKGROUND AND GENERAL INFORMATION ........................................... 3

A. FLEET MANAGEMENT OVERVIEW .................................................................................................. 3
B. CURRENT SYSTEM OVERVIEW ........................................................................................................ 3
C. TECHNOLOGY STANDARDS ............................................................................................................ 4
D. PROJECT DRIVERS ........................................................................................................................ 4
SECTION II SCOPE OF WORK ................................................................................................ 4
A. GENERAL REQUIREMENTS ............................................................................................................. 4
B. SOFTWARE FEATURES ................................................................................................................... 4
C. PROJECT MANAGEMENT AND IMPLEMENTATION ........................................................................... 5
D. INTERFACES WITH THIRD PARTY SOFTWARE .................................................................................. 5
E. ANNUAL MAINTENANCE AND SUPPORT .......................................................................................... 5
SECTION III RFP GUIDELINES AND SCHEDULE ............................................................... 6
A. GENERAL REQUIREMENTS ............................................................................................................. 6
B. QUESTIONS ................................................................................................................................... 6
C. PRE-BID CONFERENCE ................................................................................................................. 6
D. SUBMISSION OF PROPOSALS .......................................................................................................... 6
E. CONTRACT .................................................................................................................................... 6
F. PROPOSAL POSTPONEMENT AND ADDENDUM ............................................................................... 6
G. AWARD.......................................................................................................................................... 6
H. CITY CONTACT .............................................................................................................................. 7
I. USER CONTACTS............................................................................................................................ 7
J. ESTIMATED SCHEDULE ................................................................................................................. 7
SECTION IV RFP EVALUATION ............................................................................................ 8
SECTION V RFP RESPONSE REQUIREMENTS AND FORMAT ........................................ 8
A. COVER PAGE ................................................................................................................................ 8
B. COMPANY BACKGROUND AND EXPEIRENCE .................................................................................. 8
C. PROJECT WORK PLAN AND SCHEDULE .......................................................................................... 9
D. SYSTEM DESCRIPTION AND FUNCIONALITY .................................................................................... 9
E. ANNUAL SOFTWARE MAINTENANCE, UPDATES, AND SUPPORT........................................................ 9
F. COST PROPOSAL ........................................................................................................................... 9
G. CLIENT REFERENCES .................................................................................................................... 9
H. EXHIBIT A: FLEET MANAGEMENT SYSTEM FEATURES .................................................................... 9
I. SAMPLE CONTRACT AND INSURANCE ............................................................................................. 9
EXHIBIT A: FLEET MANAGEMENT SYSTEM FEATURES................................................. 10
EXHIBIT B: SOUTH SAN FRANCISCO SAMPLE AGREEMENT......................................... 15

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SECTION I BACKGROUND AND GENERAL INFORMATION

A. FLEET MANAGEMENT OVERVIEW

The Fleet Maintenance division currently maintains approximately 400 vehicles and pieces of
equipment ranging from fire apparatus and street maintenance vehicles to small equipment. The
division generates approximately 1500 work orders annually. The division is staffed with three
equipment mechanics and one lead equipment mechanic operating 8am-5pm five days a week.
Additionally, a public works program manager oversees the Fleet division operations, with
support from an administrative assistant. The Fleet division supports all city departments
including, Fire, Police, Parks and Recreation, Public Works (wastewater, construction, and street
maintenance) and administrative department vehicles.

In the past the Fleet division has provided fleet maintenance services for other agencies. The
Fleet division may pursue additional contract opportunities in the future.

B. CURRENT SYSTEM OVERVIEW

The Fleet division uses paper forms to track work orders and has an administrative assistant
manually enter work order data in the current fleet management system (JetFleet). Inventory is
managed through reviewing parts entered in work orders. A parts inventory for preventative
maintenance work is maintained on site. The division places mileage stickers in vehicles to
remind drivers when to bring in vehicles for preventative maintenance. It is up to the department
to bring vehicles for preventative maintenance at the appropriate time.

Invoices for parts and outside services are entered into and paid through the Citys finance
management system (Tyler Technologies Eden) to issue checks for payment. All purchase orders
are issued and all and invoices are paid through the finance system.

The Citys fleet fuels off site at commercial fueling locations using a cardlock system with
Flyers Energy. The cardlock data is downloaded from the Flyers website and imported into
JetFleet twice a month. Fire apparatus and off-road diesel vehicles fuel at bulk fuel sites located
at the fire stations or the corporation yard. Bulk fuel data is recorded through written logs and
manually entered into JetFleet. The City is in the process of purchasing a bulk fuel management
system (FuelMaster AIM2) which should be implemented by October 2013.

The Fleet division operates as an internal service fund. On a quarterly basis the administrative
assistant prints reports and totals charges by department to be entered into the Citys finance
system to charge departments for its maintenance, repairs, and fuel. Starting in July 2013 the
division will no longer manually create quarterly reports. The Citys Finance department will
charge departments monthly based on budget. The budget for each department is based on prior
twelve months dollar value of work orders.

The current system has 5 users including the following positions and duties:
(1) Lead Mechanic work order sign off, parts, mechanic scheduling, reports
(1) Public Works Program Manager reports, life cycle analysis, vehicle and

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City of South San Francisco
 equipment purchasing
(2) Administrative Assistants set-up, data entry for work orders, fuel, reports
(1) Management Analyst set-up, reports and analysis

It is estimated that there will be up to 10 end users in the new fleet management system.

C. TECHNOLOGY STANDARDS
The following technology standards are in place with the City and it is expected that the new
fleet management system software will be compatible with these standards:

Computers: Dell PCs

System Software: Windows XP/7/8
Servers: Microsoft SQL 2005/2008
Network Protocol: TCP/IP

D. PROJECT DRIVERS
The City of South San Francisco has examined its current fleet operations and has identified
fundamental considerations that are driving it to focus on replacing its current fleet management
system:
The current system is outdated, it is essentially operating in the same configuration as
when the system was purchased in 1992
An effort go paperless and reduce redundant data entry
Improve vehicle and equipment life-cycle analysis
Assist the garage in scheduling preventative maintenance
Facilitate inventory control
Adopt newer technology

SECTION II SCOPE OF WORK

This RFP Scope of Work is only for the installation, implementation, and training of the fleet
management software solution as outlined below. The City is not seeking data conversion
services for work orders. The City may consider a review of current business practices as part of
this RFP.

A. GENERAL REQUIREMENTS
The City of South San Francisco intends to acquire and implement a fleet management solution
that will meet present and future needs. The system provider must specify all required hardware,
software and professional services offered for the proposal. The City will separately purchase
any required hardware (i.e. computers, tablets, bar code scanners, bar code printers).

B. SOFTWARE FEATURES
Exhibit A provides a table that depicts the features, components and technical requirements
identified in the scope for this proposal. The City is considering either web-based software or

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City of South San Francisco
windows based software. As a general guideline the City would like to see the following
features/modules in a fleet software solution:

Vehicle/Equipment Asset Management

Preventative Maintenance Scheduling/Tracking
Work Orders Paperless Shop
Mechanic/Driver Tracking
Parts Inventory
Capital Management
Third Party Systems Interfaces
Reports

C. PROJECT MANAGEMENT AND IMPLEMENTATION

The successful bidder shall assign a single project manager dedicated and available for the entire
duration of the project. The project manager will be the main contact for all communications
during the implementation phase. The City will designate one project manager to facilitate the
implementation process with the City.

The proposal response must discuss the project management services that will be offered. The
City only desires project management to assist in implementation, go-live, and post go-live
services.

The City of South San Francisco requires that each bidder prepare a detailed implementation
plan outlining the required tasks, estimated hours, responsibility, major deliverables and timing.
This plan should also outline technical support and training as part of implementation.

D. INTERFACES WITH THIRD PARTY SOFTWARE

It is anticipated that the fleet management software will integrate with the Citys cardlock data
from Flyers Energy. The Flyers Energy data is available through a delimited csv file that is sent
to the City with the bi-monthly invoices on the 15th and 30th/31st of each month.

The City is in the process if purchasing FuelMaster AIM2 system. The fleet management
software should be able to interface with FuelMaster software. The Fuelmaster system should be
installed by October 2013.

Additionally, fleet software should be able to create an output file from the parts inventory to
upload batch invoices or purchase orders in the Citys financial system, Tyler Technology Eden.
File specifications are available upon request.

E. ANNUAL MAINTENANCE AND SUPPORT

As part of the software purchase, the City expects to have software maintenance and support
services as part of the annual maintenance costs.

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SECTION III RFP GUIDELINES AND SCHEDULE

A. GENERAL REQUIREMENTS
The City of South San Francisco requires a not-to-exceed, billed as incurred price contract.
The vendor is expected to complete the work at or below the negotiated price.

B. QUESTIONS
Questions may be directed via email to justin.lovell@ssf.net. Deadlines to submit questions will
be July 19, 2013. An FAQ response will be issued by July 29, 2013.

C. PRE-BID CONFERENCE
There will be an optional pre-bid conference on July 17 at 10am PDT. To obtain the call number,
send an email to Justin Lovell at justin.lovell@ssf.net by July 15, 2013.

D. SUBMISSION OF PROPOSALS
1. Your completed response must be received no later than 3:00pm PDT, August 8, 2013,
via email to justin.lovell@ssf.net
2. Information must be furnished complete, in compliance with the terms, conditions,
provisions and specifications of the Request for Proposals.
3. Must contain signature of authorized contact on the cover page.
4. The City reserves the right to declare as non-responsive and reject any proposal in which
material information requested is not furnished or where there are indirect or incomplete
answers.
5. Proposals shall be for the total net price including all applicable taxes, shipping and
charges.
6. Optional pre-bid telephone conference will be held on July 17, 2013 at 10:00am PDT.

E. CONTRACT
Contract terms will be negotiated between the City and the successful bidder. At a minimum the
City requires the workers compensation insurance, $1,000,000 commercial liability and
$1,000,000 automobile coverage. Submit a copy of the company standard contract as part of the
proposal. Exhibit B is a standard City agreement.

The Citys IT department will manage the contract and all billing related to this RFP.

F. PROPOSAL POSTPONEMENT AND ADDENDUM

The City of South San Francisco reserves the right to revise or amend the specifications or any
other part of the proposal up to the bid closing. Any revisions and amendments, if any, shall be
announced via addendum. Copies of addendums shall be furnished to all prospective bidders and
on the Citys website. The proposal closing will be at least five working days after the last
addendum.

G. AWARD
1. The City of South San Francisco reserves the right to reject any and all proposals, to
waive any informality in the proposals, and to accept the proposal that appears to be in

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City of South San Francisco
 the best interest of the City.
2. In determining and evaluating the best proposal, the prices will not necessarily be the
deciding factor, instead quality, efficiency, utility, general terms, and suitability of the
services offered will be considered as well.
3. Notice of contract award, if a contract is awarded it will be made within ninety (90) days
of opening proposals to the winning bidder.
4. The winning bidder shall submit to the City a signed services agreement with appropriate
insurance documents before the commencement of work.
a. The City will require the following insurance at a minimum: $1,000,000 Workers
Compensation per occurrence, $1,000,000 commercial general liability and
property insurance per occurrence, $1,000,000 comprehensive automobile
insurance per occurrence.

H. CITY CONTACT
Doug Hollis
Director of IT
400 Grand Ave
South San Francisco, CA 94080
doug.hollis@ssf.net

I. USER CONTACTS
Justin Lovell
Management Analyst
550 N. Canal St
South San Francisco, CA 94080
650-829-3895
justin.lovell@ssf.net

Dave Bockhaus
Public Works Program Manager
650-877-8550
dave.bockhaus@ssf.net

J. ESTIMATED SCHEDULE
Item Date
RFP Issue Date July 8, 2013
Pre-Bid Telephone Conference July 17, 2013
Final Date for Written Questions July 19, 2013
City Responses to written questions July 29, 2013
Proposals Due August 8, 2013
Evaluation and Short List Selection August 12, 2013

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Item Date
Demonstrations Week of August 19, 2013
Anticipated Award Date Week of August 26, 2013
Anticipated Project Start October 1, 2013

SECTION IV RFP EVALUATION

The City of South San Francisco will evaluate all proposals deemed responsive to this request by
an evaluation panel selected by the City.

The intention of the City is to procure a functionally complete and cost-effective Fleet
Management system. Responses to this RFP will be evaluated and scored according to the
following criteria:

Overall responsiveness to and compliance with the Request for Proposal.

Bidders capability and experience with providing and implementing a fully functional
fleet management system that fits the needs for the City
Functionality, performance and ease of use of software and interfaces, including
databases, PC and hosted applications, system reports
Cost
References

The top two or more bidders will be asked to provide a software demonstration, either in-person
or remotely to City staff. The City will not be responsible for any costs incurred for providing the
demonstration.

SECTION V RFP RESPONSE REQUIREMENTS AND FORMAT

Please use the following format to structure your RFP response. Your response should include
each section detailed below in the order presented.

A. COVER PAGE
The bidder will provide a cover page indicating your submission to the RFP. Include the
company name, company representative name, title, contact information, and signature of
contact person responsible for the RFP submissions.

B. COMPANY BACKGROUND AND EXPEIRENCE

This section should provide the following:
A brief history of the company
Major products and services offered
Experience performing work as outlined in the RFP
Number of clients who use companys fleet management software

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C. PROJECT WORK PLAN AND SCHEDULE
The bidder is requested to outline their suggested work plan and schedule from the time of
contract execution to post go-live.

D. SYSTEM DESCRIPTION AND FUNCIONALITY

The bidder should provide a brief overview of the system including its description and
functionality. Include equipment (bar code scanners, tablets, etc.) the City would need to have to
take full advantage of the functionality of the software. The City will separately purchase
equipment other than the software.

E. ANNUAL SOFTWARE MAINTENANCE, UPDATES, AND SUPPORT

The bidder should outline the services and support provided post go-live.

F. COST PROPOSAL
Provide a total cost proposal that includes:
Software purchase
Systems interfaces
Project management, implementation services (hours, price per hour, travel expenses)
Annual maintenance/licensing
Sales Tax (9%)
Total Price

G. CLIENT REFERENCES
Provide a list of five references from municipal clients. Include contact name, phone number and
agency.

H. EXHIBIT A: FLEET MANAGEMENT SYSTEM FEATURES

Fill out Exhibit A and provide comments as necessary on each of the specifications

I. SAMPLE CONTRACT AND INSURANCE

Provide a sample contract with the proposal. The City and the winning bidder will negotiate the
final terms of the contract. At a minimum the City requires that the winning bidder furnish the
City certificates of insurance with evidence the winning bidder holds the following amount of
insurance:
$1,000,000 Commercial General Liability per occurrence
$1,000,000 Comprehensive Automobile per occurrence
$1,000,000 Workers Compensation per occurrence

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 EXHIBIT A: FLEET MANAGEMENT SYSTEM FEATURES

Below are the basic features the City would like in a fleet management system. There may be
additional features not listed that the vendor could provide.

Please respond fully to each item as indicated below:

Features/Components Response Comments

Yes/No
1. General System Requirements for either web-based or windows based software
a. Operate on Microsoft SQL Server
2005/2008
b. Operate on Windows XP/7/8
c. Multi-level security based on user
permissions
d. Must comply with SSF security standards
e. Vendor access will be controlled by SSF
IT using approved software and business
hours
f. Real-time data updates
g. Capable of interfacing with multiple third
party applications such as fuel
management and financial software
h. Web browser interface
i. Support use on iPads, iPhones, or smart
phones
j. Wireless must follow SSF standards or
be approved by SSF Director of IT
k. Citrix compatible
l. Graphical user interface
m. Be an off the shelf package with user
definable configuration allowing
flexibility to match site specific practices
n. Automatic email capabilities based on
user defined criteria.
o. Provide easy navigation between
functions (i.e. work orders/parts/vehicle
record)
p. Ability to drill down to other
modules/fields of the software
q. Ability to have a separate database
instance for testing purposes
2. Vehicle/Equipment Inventory:
a. Set up vehicles/equipment by asset
number (currently four numeric digits)

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 Features/Components Response Comments
Yes/No
b. Department field
c. Department sub-field
d. Account Number Field (000-00000-0000
format)
e. Year, Make, Model Fields
f. Customizable vehicle classifications
g. VIN/Serial Number
h. Odometer Select miles/hours
i. Purchase Date
j. In-Service Date
k. Useful Life
l. Engine Make
m. Engine Model
n. Gross Vehicle Weight
o. Fuel Type
p. Fuel Tank Capacity
q. Wheelbase
r. Track parts specific to vehicle (tire size,
filter type, lights, brakes, etc)
s. License Plate #
t. Customizable fields for inspections,
misc. permits
u. Photos/Document attachment
v. Warranty Tracking
w. Ability to assign smaller equipment to
vehicle
x. Ability to see pending PM and scheduled
repairs upon opening asset record
y. Ability to group or categorize assets to
help schedule PM
z. Ability to track state inspections, annual
renewals or any other site-specific
inspections
aa. Ability to track accidents
3. Capital Asset Management
a. Provide a vehicle replacement screen that
calculates replacement based on user
defined criteria
b. Ability to access depreciation, salvage
value, remaining months of useful life,
repair costs, fuel costs, life to date on
screen or through a report
c. Ability to track vehicles out of service

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 Features/Components Response Comments
Yes/No
and/or sold through auction
4. Preventative Maintenance Scheduling
a. View PM schedule/modify
b. Ability for departments to request and/or
schedule preventative maintenance or
repair services
c. Automatic PM triggered by user defined
parameters
d. Auto-notify end users, shop of PM due
e. System calendar used to schedule or have
ability to interface with Microsoft
Outlook calendar
f. Create standardized PM schedules using
A, B, etc, coding.
g. Ability to convert PM into work order
and assign mechanic
h. Customizable job lists, parts required for
PM types, tied to asset number
5.Work Orders
a. Use of VMRS codes for work orders
b. Easy drill down to parts inventory to
attach parts to work orders, or based on
bar code reader
c. Ability to add work order reason codes
d. Ability to create checklists and activities
as part of work order
e. Ability to add parts via bar code scanner
f. Ability to add multiple PM items to work
order
g. Ability to create template work orders
h. Track active work hours on the job
i. Save/remember routine processes-parts
for work orders
j. Ability to auto create work orders based
on user defined criteria
k. Remember parts used from previous
work orders and alert if parts not in stock
l. Outside vendor tracking including costs
m. Ability to add mark up on parts used in
work order
6. Parts/Supplies Inventory
a. Track Parts, average moving costs,
locations, min/max quantities

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 Features/Components Response Comments
Yes/No
b. Track Vendors including, address,
vendor number, contact
c. Ability to export invoice from vendors
into Tyler Technologies Eden
d. Ability to accept bar coding and ability to
read UPC bar codes
e. Ability to associate parts to asset
number(s)
f. Ability to mark up prices for use on work
orders
7. Mechanic Time Tracking
a. Active hours/inactive hours
b. Scheduling
c. Certifications
d. Hourly Rates
e. Separate login for mechanics either
through computer on shop floor or their
own iPad
8. Other Employee Tracking
a. Employees assigned to vehicle
b. Commercial drivers license tracking auto
email when due for renewal
c. Other certifications
9. Fuel Management
a. Input miles/hours, gallons, date, costs of
fuel, ties with PM schedule
b. Ability to manually edit/enter odometer
readings
c. Support manual entry of fuel transactions
d. Interface with FuelMaster software with
onsite automated fuel transactions and
OBD error codes
e. Interface with Flyers Energy cardlock
output files
10. Reports
a. Provide pre-built reports including, costs,
fuel use, repair history, parts inventory,
mechanic hours, detail reports and
summary reports
b. Ability to save criteria in built reports
and add to a favorites field
c. Ability to view reports on screen before
printing

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 Features/Components Response Comments
Yes/No
d. Ability to create ad-hoc reports
e. Ability to export report to excel or pdf
formats

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 EXHIBIT B: SOUTH SAN FRANCISCO SAMPLE AGREEMENT

PURCHASE AGREEMENT BETWEEN THE

CITY OF SOUTH SAN FRANCISCO AND [NAME OF VENDOR]

These terms and conditions govern the purchase of materials, supplies, and/or equipment, including any related
installation, training, and/or minor services and repairs described in this Purchase Agreement (Purchase
Agreement) by ______ (Vendor) for the City of South San Francisco (City). Vendor and City are
collectively referred to in this Purchase Agreement as the Parties. If the Vendor selects subcontractors to
execute a portion the terms of this Purchase Agreement, that subcontractor is an agent of the Vendor, and is
hereby included by reference as the Vendor.

1. Time of Performance. This Purchase Agreement shall commence effective _____, 2013, and shall end
when Vendor has provided to the City the Products and Services described in this Purchase Agreement, and
in Exhibit A. The equipment and products listed in Exhibit A must be delivered by ______, 2013. The
installation and other services set forth in Exhibit A must be completed by _______, 2013. In the event
that any of the terms of Exhibit A conflict with this Purchase Agreement, the terms of the Purchase
Agreement shall prevail.

2. Description of Goods. Vendor shall perform everything required to be performed and shall provide and
furnish to City with _____________________[description of Products] and shall complete delivery F.O.B.
to the City of South San Francisco on or before ___[no.] days from the date of this Purchase Agreement in
strict accordance with the specifications as established by this Purchase Agreement and exhibits, which
specifications are incorporated herein and made part of this Purchase Agreement.

3. Description of Purchase. The City hereby agrees to pay Vendor for the Products and/or Services with a not
to exceed amount. The total compensation for Products and/or Services performed under this Purchase
Agreement is not to exceed ___________ ($.00).

The City shall pay Vendor invoices for Products and/or Services actually delivered in accordance with this
Purchase Agreement. To be eligible for payment, Vendor invoices must itemize the Products and/or
Services delivered and the corresponding prices in accordance with this Purchase Agreement. Payment of
Vendor invoices does not constitute acceptance of Products and/or Services delivered. Prices of Products
and/or Services delivered that are not in accordance with this Purchase Agreement are subject to
adjustment. In no event will the prices of Products and/or Services delivered exceed that specified on this
Purchase Agreement. Payments shall be subject to adjustment for defects in quality or failure of Vendor to
meet terms and conditions herein and in Exhibit A. Such adjustments shall be equal to 100% of Citys
costs to correct such defects or Vendors failure to meet Purchase Agreement requirements.

4. Taxes. Vendor shall pay all applicable federal, state and local taxes, which may be chargeable against the
delivery of the Products and/or Services listed herein.

5. General Warranties and Product Compliance. Vendor warrants that: (A) All Products and/or Services are
as described on this Purchase Agreement conform to all drawings, samples, descriptions and specifications;
(B) All Products and/or Services delivered are new and of good merchantable quality, free from material
defects of workmanship and fit for the purpose for which sold or provided; (C) Vendor has good title to all
Products delivered and all Products delivered are free from liens and other encumbrances; and (D) Vendor's
delivery and installation of the Products and/or Services will be in strict conformity with all applicable
local, state, and federal laws. For purposes of this warranty, any parts not meeting the foregoing quality
shall be deemed defective. The foregoing warranty provisions shall also be applicable to equipment or
materials provided by a third party entity to Vendor via this Purchase Agreement.

Vendor also expressly warrants and guarantees, for [insert number of years] that the Products and/or
Services furnished by it to City shall be free from breakage or defects of material and workmanship under
normal use, service and maintenance from the date of acceptance of the City, and expressly agrees to repair

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City of South San Francisco
 or replace Products and/or Services or any part thereof which proves defective as a result of inferior or
defective materials, equipment or workmanship. If within the period stated above, any repairs or
replacements in connection with the Products and/or Services are, in the opinion of the City, rendered
necessary as a result of the use of inferior or defective materials, equipment or workmanship, Vendor
agrees on receipt of notice from City and without expense to the City, for freight, parts or labor, to properly
repair, replace or correct any and all such defects therein. If Vendor, after such notice, fails to proceed
promptly with the terms of this warranty and guarantee, the City may perform the work necessary to
effectuate such corrections, repairs and replacements, and recover the cost thereof from Vendor.

6. Damage to City Facilities. Damage to City or public facilities or private property caused by the Vendor or
by its subcontractors during delivery or installation shall be repaired and/or replaced in kind at no cost to
the City.

7. Site Safety and Cleanup. The delivery and installation site shall be kept clean and free of hazards at all
times during installation. After installation is completed at the site, Vendor shall clean the surrounding area
to the condition prior to installation.

8. Final Inspection and Work Acceptance. Finished installation work and/or equipment shall be subject to
final inspection and acceptance or rejection by the City.

9. Indemnity. To the fullest extent permitted by law, Vendor shall indemnify, defend (with counsel
acceptable to the City), and hold harmless the City and its elected and appointed officers, officials,
employees, agents, contractors and consultants (collectively, the City Indemnitees) from and against any
and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys fees and
costs of litigation) (collectively, Liability) of every nature arising out of or in connection with the
delivery and installation of the Products and/or Services described on this Purchase Agreement or Vendors
failure to comply with this Purchase Agreement, except such Liability caused by the gross negligence or
willful misconduct of the City Indemnitees.

10. Insurance. Before beginning any work installation work under this Purchase Agreement, Vendor, at its
own cost and expense, shall procure the types and amounts of insurance listed below:

Workers Compensation. The Statutory Workers Compensation Insurance and Employers Liability
Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per
accident.

Commercial General and Automobile Liability Insurance. Vendor is required to carry automobile liability
insurance in an amount of not less than $1,000,000.00 per occurrence. Vendor shall maintain commercial
general liability insurance in an amount of not less than $1,000,000.00 per occurrence. The City Risk
Manager may approve a variation in the foregoing insurance requirements. A valid and executed approval
by Risk Manager must accompany this Purchase Agreement for a variation to be binding.

12. Termination. In addition to all other legal and equitable rights of the City, the City may terminate this
Purchase Agreement upon notice to the Vendor. If the City terminates this Purchase Agreement, the City
will pay the Vendor for Products and/or Services accepted in accordance with this Purchase Agreement prior
to the date of termination.

13. Prevailing Party. In the event that either party to this Purchase Agreement commences any legal action or
proceeding (including but not limited to arbitration) to interpret the terms of this Purchase Agreement, the
prevailing party in such a proceeding shall be entitled to recover its reasonable attorneys fees associated
with that legal action or proceeding.

14. Assignment, Governing Law. The Vendor may not assign any of Vendor's obligations under this Purchase
Agreement without the Citys prior written approval. This Purchase Agreement is governed by California
law. The jurisdiction for any litigation arising from this Purchase Agreement shall be in the state of

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City of South San Francisco
 California, and shall be venued in the County of San Mateo.

15. Modification. This Purchase Agreement may only be modified by a writing signed by authorized
representatives of the Vendor and the City.

16. Severability. If any portion of this Purchase Agreement is held invalid, the Parties agree that such invalidity
shall not affect the validity of the remaining portions of this Purchase Agreement.

VENDOR CITY OF SOUTH SAN FRANCISCO

A Municipal Corporation

By:___________________________ By:___________________________
[Name], Authorized Rep Barry Nagel, City Manager

Approved as to Form: ATTEST:

__________________________ ____________________________
City Attorney City Clerk

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City of South San Francisco