CONSENT ITEM D-5

TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER FROM: DANIEL BOBADILLA, DIRECTOR OF PUBLIC WORKS/CITY ENGINEER DATE: OCTOBER 5, 2015 SUBJECT: AUTHORIZATION TO ISSUE A REQUEST FOR PROPOSALS TO PROVIDE

FLEET MAINTENANCE SERVICES SUMMARY: Fleet maintenance for city vehicles is performed by contracted providers. The current contracts with Preventive Mobile and S.E. Smith & Sons expired on June 30, 2015. This action will authorize staff to issue a request for proposals to provide ongoing fleet maintenance services. RECOMMENDATION: It is recommended that the City Council take the following action:

1) Authorize staff to issue a Request for Proposals to provide fleet maintenance services. DISCUSSION: With the dissolution of the Public Works Garage in June of 2012, staff performed an analysis of the City’s fleet maintenance and determined that it was more cost effective to contract out for general fleet maintenance services rather than perform these services in-house. On June 4, 2012, the City Council approved contracts for fleet maintenance services with Preventive Mobile and S.E. Smith & Sons. These contracts expired on June 30, 2015. The City has been operating on month-to-month basis with both contractors until a competitive request for proposal process can be completed and a new contract(s) can be awarded. The proposed Request for Proposals covers the entire City fleet with the exception of Light and Water and Police Departments, which have their own maintenance contracts due to their specialized vehicles.

Fleet Maintenance Services RFP October 5, 2015 Page 2 FISCAL IMPACT: Fleet maintenance services are funded with Proposition A, Sewer, Gas Tax, and General Funds. Prepared by: Reviewed and approved: Nikki Miller Daniel Bobadilla, P.E. Senior Management Analyst Director of Public Works/City Engineer Reviewed and Approved: Troy L. Butzlaff, ICMA-CM City Manager Attachment:

1) Request for Proposals to provide Fleet Maintenance Services

REQUEST FOR PROPOSALS

TO PROVIDE

FLEET MAINTENANCE SERVICES

TO THE

CITY OF AZUSA, CALIFORNIA

RELEASED ON OCTOBER 6, 2015

FLEET MAINTENANCE SERVICES

REQUEST FOR PROPOSALS (RFP)

1. INTRODUCTION The City of Azusa is requesting proposals from qualified proposers with extensive experience in providing a comprehensive fleet management program; including the maintenance and repair of City vehicles, emission testing, and DOT/BIT inspections. The successful Proposer should also identify opportunities to improve current processes and to further reduce operational costs. 2. SCHEDULE OF EVENTS This request for proposal will be governed by the following schedule: Release of RFP October 6, 2015 Deadline for Written Questions October 26, 2015 Responses to Questions Posted on Web November 2, 2015 Proposals are Due November 9, 2015 Interview (if held) November 23, 2015 Approval of Contract December 7, 2015

All dates are subject to change at the discretion of the City.

3. SCOPE OF WORK GENERAL DESCRIPTION OF SERVICES TO BE PROVIDED The successful Proposer shall demonstrate the capacity to furnish general repair services, preventative maintenance services and emergency repair services for the City’s various classifications, types, and makes/models of vehicles. The number, make/model and composition of the City’s fleet is subject to change throughout the term of this contract. Proposer is to provide all equipment, labor, materials and services as may be necessary for completing the work identified in the Scope of Work. Currently, seventeen of the City’s fleet vehicles are Enterprise Fleet vehicles and as such are part of the Enterprise Maintenance Program. This Program provides full maintenance of the vehicle for 100,000 miles of 7 years to be performed by an authorized service provider. OBJECTIVE OF SERVICES TO BE PROVIDED The goal of this Request for Proposal is to identify the most qualified and cost effective Proposer to reduce the City’s overall fleet maintenance costs, while improving fleet availability, reliability, life cycle of the equipment utilizing and maintaining the Fleet Focus vehicle maintenance program and meeting all Federal, State and local laws, regulations and rules,

including mandatory reporting. The City of Azusa maintains a fleet of approximately 100 light, medium and heavy duty vehicles, rolling stock and associated equipment that include, but are not limited to those used for public works, parks, facilities maintenance, transit, grounds maintenance, street sweeping, storm drain and street maintenance. A current listing of City vehicles and equipment is attached hereto as Appendix E. MINIMUM QUALIFICATIONS Proposers must demonstrate that they have the resources, capacity and capability to provide the materials and services described herein. All proposers shall submit documentation with their proposal indicating compliance with the minimum qualifications. Failure to include any of the required documentation may be cause for proposal to be deemed non-responsive and rejected.

Proposers must demonstrate they have been in business providing similar service for at least the last five (5) years.

Proposers shall provide, at a minimum, references and descriptions of two (2) contracts that are similar in nature and have been in effect for at least two (2) years. These references shall indicate the firm (and all contact information) and a thorough description of the services performed.

Proposers must be bonded and must provide proof of bonding. Proposers will provide ASE master (or equal) proficiency trained working staff to

service all equipment. Proposers will provide working staff that have Commercial Licenses (CDL) to

test drive DOT regulated equipment after repair. Proposer will manage the CDL random drug test program for their staff as

required by California Highway Patrol and Department of Transportation and advise the City Representative of non-compliance.

Proposer shall provide a minimum of one Supervisor certified in Automotive and or Truck maintenance and repair to verify quality assurance, and act as a liaison to the City Representative.

Proposer shall be certified or have the ability to become certified as an Enterprise Fleet maintenance provider/servicer or transport certain vehicles to and from an Enterprise Fleet Services approved facility.

LICENSE REQUIREMENT: Prior to the award of the contract, the Contractor must be licensed in the State of California with a valid Bureau of Automotive Repair license or other appropriate and legal designation. SCOPE OF WORK STANDARDS AND SPECIFICATIONS: FOR EQUIPMENT MAINTENANCE AND HAZARDOUS MATERIAL DISPOSAL VEHICLE MAINTENANCE This Scope of Work is a general guide, and is not intended to be an all-inclusive list of all the work necessary for completing the project scope. It shall be the Proposer’s responsibility to develop and implement a preventative maintenance (PM) program to effectively maintain all vehicles and equipment listed in Appendix E, to the satisfaction of the City’s Representative.

For the purpose of this proposal, preventative maintenance shall be defined as scheduled routine inspection, servicing, repair and replacement of equipment components on a regular basis so as to facilitate operations with a minimum of downtime. The PM program shall be in accordance with industry recognized best fleet management practices, and shall comply with the original equipment manufacturer (OEM) specifications, warranties and recommendations. The successful Proposer’s PM program shall, at a minimum, include the specifications outlined herein, however, are subject to change upon approval by the City’s Representative. The Proposer shall include in the proposal, utilization of the current City Fleet Services building to perform the services outlined in this RFP. Proposer should be specific in how the facility would be utilized and how the City would be compensated for that beneficial use. Should the Proposer not wish to utilize the City facility to provide the services as outlined in this RFP, then the proposal shall include porter services from City Hall and/or the Corporation yard to the Proposer’s repair facility to insure that City personnel do not have to transport the vehicles to be repaired or maintained. The City of Azusa has an agreement with Jan’s Towing that provides towing of City vehicles free of charge. The Proposer will be required to contact Jan’s Towing regarding any City vehicles which experience failures preventing them from being driven to the Proposer’s repair facility.

SPECIFICATIONS ARE AS FOLLOWS: Preventative Equipment Maintenance Schedules

Preventative Maintenance – A Level Service (PM-A)

Perform all items listed every 3000 miles or four months, whichever occurs first, on all cars, light trucks (1 ton and below) vans, utility vehicles, etc.. Exceptions from the PM work listed will be considered if approved by the City’s Representative.

1. Safety Checklist: The listed item must be inspected, serviced and/or repaired at every PM interval. a. Headlights

- High Beam - Low Beam

b. Beam Indicator Lamp c. Parking Lights d. License Plate Light e. Tail/Stop Lights f. Clearance Lights g. Turn Signals h. Hazard/ 4/way Lights i. Emergency/Parking Brake j. Steering and suspension components k. Windshield wipers and washers l. Horn and/or audible warning devices

- Back up alarms m. All interior and exterior mirrors

n. Exhaust pipes and all hangers/clamps 2. Inspect, service and repair all interior lights. 3. Inspect, service, and refill fluid levels; coolant, windshield washers solvent,

transmission, differentials, power steering and brake fluids, etc. 4. Inspect, service, and repair charging system, battery terminals, cables and box. 5. Inspect, service, and repair heating/air conditioning system. 6. Inspect, service, and repair frame, cross members and body joints. 7. Inspect, service, and repair the engine starting components and circuits. 8. Inspect, service, and repair drive train components. 9. Inspect, service, and repair any noted oil, fuel, coolant or other fluid leaks. 10. Inspect, service, and repair air emission filters and valves as needed. 11. Inspect, service, and repair drive belts, hoses and clamps. 12. Inspect, service, and repair all gauges for proper operation. 13. Inspect, service, repair, and lubricate all grease points on chassis, body, booms, hoists and

winching mechanism. 14. Change engine oil and filter - products shall meet OEM specifications. 15. Inspect, service and replace air filter as necessary. 16. Inspect, service, repair/replace tires as necessary. Replace at 3/32 inch tread life. 17. Brake inspection

Preventative Maintenance – B Level Service (PM-B)

Perform item listed every 6,000 miles or 8 months, whichever occurs first.

1. Perform all items listed in PM-A. 2. Inspect, service, and repair emissions system as required by original

equipment manufacturer. 3. Rotate and balance all tires. 4. Scope engine and perform minor tune up as necessary. 5. Inspect and service brake components as necessary. Note: Every brake job shall

include complete new brake hardware kit and cleaning/repacking of wheel bearings.

Preventative Maintenance – C Level Service (PM-C)

Perform items listed every 9,000 miles or 12 months, whichever occurs first.

1. Perform all items listed in PM-A & B. 2. Inspect and service transmission, which includes, but not limited to, adjustment, fluid

and filter change as necessary and/or required by original equipment manufacturer. 3. Perform front end alignment as well as inspect for worn/broken components – replace

as necessary. 4. Drain, flush and replace differential fluids. 5. Drain, flush and replace engine coolant. 6. Remove all wheels and inspect brakes – replace/repair as needed. 7. Clean particulate diesel filters per OEM specifications.

REPAIRS

Estimates for equipment repair are not to exceed the industry standard flat rate repair guidelines using sources such as, Chilton, Mitchell or All Data time. If it is determined that a City vehicle needs repairs beyond regular maintenance such as new brakes, tires, major electrical improvements, or other repairs deemed as necessary, the Preventative Maintenance form will become a repair work order. The City Representative will be contacted to obtain authorization to proceed before any repairs are performed, as required by California State law. The Contractor will not perform the repair until receiving approval from the City Representative in writing or e-mail. Contractor will also advise the City Representative of the estimated downtime before completing the repair. Work shall not be sub-contracted without approval from the City Representative. Any sub- contractor to be utilized for maintenance or repair work shall meet the City’s required qualifications, repair certificates, licenses, insurance requirements and provide repair and maintenance as provided in the turnaround time requirements identified in the RFP and contract. PARTS PROCUREMENT Contractor may utilize the City’s existing parts procurement contracts for their existing term(s). Contractor shall demonstrate to the City that he/she/it is receiving the preferred customer pricing for the City for all other parts or supplies. In the spirit of competitive pricing and the best interest of the City, Proposers shall indicate their best markup costs, if any, in the Proposal. City reserves the right to purchase parts directly for Contractor’s use in effecting maintenance or repairs, whether from existing contracts or from any vendor of its choice. WARRANTY Contractor or Manufacturer shall fully warrant all vehicle / equipment replacement parts furnished under the terms of this contract, against failure and poor workmanship, for a period of not less than one (1) year including installation labor from the date of final acceptance by the City of Azusa Representative. While under warranty, Contractor shall repair or replace failed replacement parts in a timely manner to minimize the equipment downtime thus impacting the City of Azusa operations. A copy or description of the manufacturer’s warranty shall accompany each bid for the item(s) proposed, detailing the scope and length of the warranty. Beyond the warranties identified herein, the contractor shall provide one (1) year written labor repair warranty on all approved repairs with no commercial exceptions. TURN AROUND TIME

All vehicles should typically be returned to the user within one business day after preventative maintenance and/or repair is performed.

All vehicles that would provide support to safety departments during a natural or man-made disaster should be returned from maintenance and repair on the same business day. These vehicles are: Vactor; backhoes; skip-loaders; aerial lift; standby truck; shop truck. EMISSION (SMOG) TESTING Emission testing shall be performed every two years on qualifying vehicles. Due to configuration of the City’s fleet, there will be vehicles to test every year based on vehicle identification number. DOT / BIT INSPECTION VEHICLES (Heavy Trucks, Trailers and Buses) 1. Serviced accordingly every 90 days as per DOT guidelines with CHP approved checklists. 2. Maintain records for all vehicles regulated by DOT per DOT and CHP guidelines. 3. Opacity testing done annually with comprehensive records maintained. 4. Aerial testing performed annually with comprehensive records maintained.

4. PROPOSAL FORMAT GUIDELINES Interested entities or contractors are to provide the City of Azusa with a thorough proposal using the following guidelines: Proposal should be typed and should contain no more than 20 typed pages using a 12-point font size, including transmittal letter and resumes of key people, but excluding Index/Table of Contents, tables, charts, and graphic exhibits. Each proposal will adhere to the following order and content of sections. Proposal should be straightforward, concise and provide “layman” explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals which appear unrealistic in terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this RFP and any awarded contract, may be rejected. The following proposal sections are to be included in the Proposer’s response:

• Vendor Application Form and Cover Letter

Complete Appendix A, “Request for Proposal-Vendor Application Form” and attach this form to the cover letter. A cover letter, not to exceed three pages in length, should summarize key elements of the proposal. An individual authorized to bind the consultant must sign the letter. The letter must stipulate that the proposal price will be valid for a period of at least 180 days. Indicate the address and telephone number of the contractor’s office located nearest to Azusa, CA and the office from which the project will be managed.

• Background and Project Summary Section

The Background and Project Summary Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished. Refer to Scope of Work of this RFP.

• Methodology Section

Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Work of this RFP. The Methodology Section should include:

1. An implementation plan that describes in detail (i) the methods, including controls

by which your firm or entity manages projects of the type sought by this RFP; (ii) methodology for soliciting and documenting views of internal and external stakeholders; (iii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work.

2. Detailed description of efforts your firm or entity will undertake to achieve client

satisfaction and to satisfy the requirements of the "Scope of Work" section.

3. Detailed project schedule, identifying all tasks and deliverables to be performed, durations for each task, and overall time of completion, including a complete transition plan. Include your plan to deal with fluctuation in service needs and any associated price adjustments.

4. Detailed description of specific tasks you will require from City staff. Explain

what the respective roles of City staff and your staff would be to complete the tasks specified in the Scope of Work.

5. Proposers are encouraged to provide additional innovative and/or creative

approaches for providing the service that will maximize efficient, cost-effective operations or increased performance capabilities. In addition, the City will consider proposals that offer alternative service delivery means and methods for the services desired.

6. Firms, public entities and individuals wishing to be considered shall include in

their submissions the steps they will, if selected, implement and adhere to for the recruitment, hiring and retention of former employees of the City who have been or may be displaced due to layoff or outsourcing of functions and services formerly provided by the City.

7. Proposers are also requested to identify any City owned facilities or property

which Proposer would propose to use or lease, purchase, or rent from the City in connection with the services to be performed, including information about the terms of any proposed lease, purchase or use of such equipment and facilities, and how this proposed structure affects the overall cost proposal to the City. In the case of use of the City Yard property, facilities or equipment, the Proposer must identify how such use would integrate with and not interfere with City’s use of such facilities or equipment, how Proposer will provide insurance for operations conducted at the City Yard or using City equipment, how waste streams, water usage and other operations of Proposer will be separately accounted for.

• Staffing

Provide a list of lead personnel who will be working on this project and indicate the functions that each will perform and anticipated hours of service of each individual. Hourly rates for the proposed personnel shall be set forth on Appendix C. Include a resume for each designated individual.

Upon award and during the contract period, if the contractor chooses to assign different personnel to the project, the Contractor must submit their names and qualifications including information listed above to the City for approval before they begin work.

• Qualifications

The information requested in this section should describe the qualifications of the firm or entity, key staff and sub-contractors performing projects within the past five years that are similar in size and scope to demonstrate competence to perform these services. Information shall include:

Names of key staff that participated on named projects and their specific responsibilities with respect to this scope of work.

A summary of your firm’s or entity’s demonstrated capability, including length of time that your firm has provided the services being requested in this Request for Proposal.

For private Proposers, provide at least three references that received similar services from your firm. The City of Azusa reserves the right to contact any of the organizations or individuals listed. Information provided shall include:

o Client Name o Project Description o Project start and end dates o Client project manager name, telephone number, and e-mail address

Any public entity which submits a proposal should describe in detail how it currently performs services like those identified in the scope of work within its or other jurisdictions, including photographs, written policies and/or video of services provided. If you have performed these services under contract for another public entity, please provide references for those entities as set forth above for private Proposers.

• Financial Capacity

Provide the Proposer's latest audited financial statement or other pertinent information such as internal unaudited financial statements and financial references to allow the City to reasonably formulate a determination about the financial capacity of the Proposer. Describe any administrative proceedings, claims, lawsuits, or other exposures pending against the Proposer.

• Fee Proposal

All Proposers are required to use the form in Appendix C to be submitted with their proposal. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Proposals shall be valid for a minimum of 180 days following submission.

• Disclosure

Please disclose any and all past or current business and personal relationships with any current City of Azusa elected official, appointed official, City employee, or family member of any current City of Azusa elected official, appointed official, or City employee. Any past or current business relationship may not necessarily disqualify the firm from consideration.

• Sample Agreement

The firm selected by the City will be required to execute an Agreement for Services (Agreement) with the City. The form of the Agreement is enclosed as Appendix B, but may be modified to suit the specific services and needs of the City. If a Proposer has any exceptions or conditions to the Agreement, these must be submitted for consideration with the proposal. Otherwise, the Proposer will be deemed to have accepted the form of Agreement. See Section 13, below.

• Checklist of Forms to Accompany Proposal

As a convenience to Proposers, following is a list of the forms, included as appendices to this RFP, which should be included with proposals

(1) Vendor Application Form

(2) Price Proposal Form

(3) Disqualifications Questionnaire 5. PROCESS FOR SUBMITTING PROPOSALS

• Content of Proposal

The proposal must be submitted using the format as indicated in the proposal format guidelines.

• Preparation of Proposal

Each proposal shall be prepared simply and economically, avoiding the use of elaborate promotional material beyond those sufficient to provide a complete, accurate and reliable presentation.

• Number of Proposals

Submit one original, three (3) hard copies plus one disk copy of your proposal in sufficient detail to allow for thorough evaluation and comparative analysis. In the

event of a conflict between the original and any hard copy or disk copy, the original shall control.

• Submission of Proposals

Complete written proposals must be submitted in sealed envelopes marked and received no later than 5:00 p.m. (P.S.T) on November 9, 2015 to the address below. Proposals will not be accepted after this deadline. Faxed or e-mailed proposals will not be accepted.

City Clerk’s Office

City of Azusa

213 E Foothill Blvd Azusa, CA 91702

RE: Fleet Maintenance Services

Questions about this RFP must be directed in writing, via e-mail to:

Nikki Miller, Senior Management Analyst

nmiller@ci.azusa.ca.us

The City reserves the right to amend or supplement this RFP prior to the proposal due date. All amendments, responses to questions received, and additional information will be posted to the City of Azusa Website, Official City Web Site – Departments - City Clerk – Bid Information/Request for Proposals; Proposers should check this web page daily for new information. The City will endeavor to answer all written questions timely received no later than October 26, 2015. The City reserves the right not to answer all questions.

From the date that this RFP is issued until a Proposer is selected and the selection is announced, firms or public entities are not allowed to communicate outside the process set forth in this RFP with any City employee other than the contracting officer listed above regarding this RFP. The City reserves the right to reject any proposal for violation of this provision. No questions other than written will be accepted, and no response other than written will be binding upon the City.

• Conditions for Proposal Acceptance

This RFP does not commit the City to award a contract or to pay any costs incurred for any services, including costs of responding to this RFP. The City, at its sole discretion, reserves the right to accept or reject any or all proposals received as a result of this RFP, to negotiate with any qualified source(s), or to cancel this RFP in part or in its entirety. The City may waive any irregularity in any proposal. All proposals will become the property of the City of Azusa. If any proprietary information is contained in the proposal, it should be clearly identified.

6. EVALUATION CRITERIA

1. Qualifications of Proposer and Key Personnel-------25%

Includes ability to provide the requested scope of services, the Proposer’s financial capacity, recent experience conducting work of similar scope, complexity, and magnitude for other public agencies of similar size, references.

2. Approach to Providing the Requested Scope of Services-------10%

Includes an understanding of the RFP and of the project's scope of services, knowledge of applicable laws and regulations related to the scope of services.

3. Price Proposal-----50%

Price Proposals will be evaluated on the basis of the Total Estimated Annual Price submitted in Appendix C.

4. Innovative and/or creative approaches to providing the services that provide additional efficiencies or increased performance capabilities. ----15%

7. EVALUATION OF PROPOSALS AND SELECTION PROCESS An Evaluation/Selection Committee (Committee), comprised of City staff members, will screen and review all proposals according to the weighted criteria set forth above. While price is one basic factor for award, it is not the sole consideration. A. Responsiveness Screening

Proposals will first be screened to ensure responsiveness to the RFP. The City may reject as non-responsive any proposal that does not include the documents required to be submitted by this RFP. At any time during the evaluation process, the City reserves the right to request clarifications or additional information from any or all Proposers regarding their proposals.

B. Initial Proposal Review

The Committee will initially review and score all responsive written proposals based upon the Evaluation Criteria set forth above. The Committee may also contact Proposer's references. Proposals that receive the highest evaluation scores may be invited to the next stage of the evaluation process. The City may reject any proposal in which a Proposer’s approach, qualifications, or price is not considered acceptable by the City. An unacceptable proposal is one that would have to be substantially rewritten to make it acceptable. The City may conclude the evaluation process at this point and recommend award to the lowest responsible bidder. Alternatively, the City may elect to negotiate directly with one or more Proposers to obtain the best result for the City prior to making a recommendation or selection.

C. Interviews, Reference Checks, Revised Proposals, Discussions

Following the initial screening and review of proposals, the Proposers included in this stage of the evaluation process may be invited to participate in an oral interview. Interviews, if held, will be conducted at City Yard, 809 N Angeleno Avenue, Azusa, CA 91702. The individual(s) from Proposer's firm or entity that will be directly responsible for carrying out the contract, if awarded, should be present at the oral interview. The oral interview may, but is not required to, use a written question/answer format for the purpose of clarifying the intent of any portions of the proposal.

In addition to conducting an oral interview, the City may during this stage of the evaluation process also contact and evaluate the Proposer’s references, contact any Proposer to clarify any response or request revised or additional information, contact any current users of a Proposer’s services, solicit information from any available source concerning any aspect of a proposal, and seek and review any other information deemed pertinent to the evaluation process.

Following conclusion of this stage of the evaluation process, the Committee will again rank all Proposers according to the evaluation criteria set forth above. The Committee may conclude the evaluation process at this point, and make a recommendation for award, or it may request Best and Final Offers from Proposers. The City may accept the proposal or negotiate the terms and conditions of the agreement with the highest ranked firm, which shall be determined to be the lowest responsible bidder. The City may recommend award without Best and Final Offers, so Proposers should include their best proposal with their initial submission.

Recommendation for award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclosure to competing Proposers unless an agreement is reached. If contract negotiations cannot be concluded successfully within a time period determined by the City, the City may terminate negotiations and commence negotiations with the next highest scoring Proposer or withdraw the RFP.

8. PROTEST PROCEDURES Failure to comply with the rules set forth herein may result in rejection of the protest. Protests based upon restrictive specifications or alleged improprieties in the proposal procedure which are apparent or reasonably should have been discovered prior to receipt of proposals shall be filed in writing with the RFP Facilitator at least 10 calendar days prior to the deadline for receipt of proposals. The protest must clearly specify in writing the grounds and evidence on which the protest is based. Protests based upon alleged improprieties that are not apparent or which could not reasonably have been discovered prior to submission date of the proposals, such as disputes over the staff recommendation for contract award, shall be submitted in writing to the RFP Facilitator, within forty-eight hours from receipt of the notice from the City advising of staff’s recommendation

for award of contract. The protest must clearly specify in writing the grounds and evidence on which the protest is based. The RFP Facilitator will respond to the protest in writing at least three days prior to the meeting at which staff’s recommendation to the City Council will be considered. Should Proposer decide to appeal the response of the RFP Facilitator, and pursue its protest at the Council meeting, it will notify the RFP Facilitator of its intention at least two days prior to the scheduled meeting. 9. CONFIDENTIALITY The California Public Records Act (Cal. Govt. Code Sections 6250 et seq.) mandates public access to government records. Therefore, unless information is exempt from disclosure by law, the content of any request for explanation, exception, or substitution, response to this RFP, protest, or any other written communication between the City and Proposer, shall be available to the public. The City intends to release all public portions of the proposals following the evaluation process at such time as a recommendation is made to the City Council. If Proposer believes any communication contains trade secrets or other proprietary information that the Proposer believes would cause substantial injury to the Proposer’s competitive position if disclosed, the Proposer shall request that the City withhold from disclosure the proprietary information by marking each page containing such proprietary information as confidential. Proposer may not designate its entire proposal as confidential nor designate its Price Proposal as confidential. Submission of a proposal shall indicate that, if Proposer requests that the City withhold from disclosure information identified as confidential, and the City complies with the Proposer’s request, Proposer shall assume all responsibility for any challenges resulting from the non- disclosure, indemnify and hold harmless the City from and against all damages (including but not limited to attorney’s fees that may be awarded to the party requesting the Proposer information), and pay any and all costs and expenses related to the withholding of Proposer information. Proposer shall not make a claim, sue, or maintain any legal action against the City or its directors, officers, employees, or agents concerning the disclosure, or withholding from disclosure, of any Proposer information. If Proposer does not request that the City withhold from disclosure information identified as confidential, the City shall have no obligation to withhold the information from disclosure and may release the information sought without any liability to the City. 10. CONFLICT OF INTEREST The Proposer warrants and represents that it presently has no interest and agrees that it will not acquire any interest which would present a conflict of interest under California Government Code sections 1090 et seq., or sections 87100 et seq., during the performance of services under any Agreement awarded. The Proposer further covenants that it will not knowingly employ any person having such an interest in the performance of any Agreement awarded. Violation of this provision may result in any Agreement awarded being deemed void and unenforceable. 11. DISCLOSURE OF GOVERNMENTAL POSITION

In order to analyze possible conflicts that might prevent a Proposer from acting on behalf of the City, the City requires that all Proposers disclose in their proposals any positions that they hold as directors, officers, or employees of any governmental entity. Additional disclosure may be required prior to contract award or during the term of the contract. Each Proposer shall disclose whether any owner or employee of the firm currently hold positions as elected or appointed officials, directors, officers, or employees of a governmental entity or held such positions in the past twelve months using the attached “Disclosure of Government Positions Form.” (See Appendix F.) 12. CONDITIONS TO AGREEMENT, IF ANY. The selected Proposer will execute an Agreement for Services with the City describing the Scope of Services to be performed, the schedule for completion of the services, compensation, and other pertinent provisions. The contract shall follow the sample form of Agreement provided as Appendix B to this RFP, which may be modified by City. All Proposers are directed to particularly review the indemnification and insurance requirements set forth in the sample Agreement. The terms of the agreement, including insurance requirements have been mandated by the City and can be modified only if extraordinary circumstances exist. Submittal of a proposal shall be deemed acceptance of all the terms set forth in this RFP and the sample Agreement for Services unless the Proposer includes with its proposal, in writing, any conditions or exceptions requested by the Proposer to the proposed Agreement. In accordance with the Municipal Code, the City may consider the scope and number of conditions in evaluation proposals and determining the lowest responsible bidder. 13. DISQUALIFICATION QUESTIONNAIRE Proposers shall complete and submit, under penalty of perjury, a standard form of questionnaire inquiring whether a Proposer, any officer of a proposer, or any employee of a Proposer who has a proprietary interest in the Proposer, has ever been disqualified, removed, or otherwise prevented from proposing on, or completing a federal, state, or local government project because of a violation of law or safety regulation and if so, to explain the circumstances. A proposal may be rejected on the basis of a Proposer, any officer or employee of such Proposer, having been disqualified, removed, or otherwise prevented from proposing on, or completing a federal, state, or local project because of a violation of law or a safety regulation. See Appendix D. 14. STANDARD TERMS AND CONDITIONS Amendments

The City reserves the right to amend or supplement this RFP prior to the proposal due date. All amendments and additional information will be posted to the City of Azusa Website, Official City Web Site – Departments - City Clerk – Bid Information/Request for Proposals; Proposers should check this web page daily for new information. Cost for Preparing Proposal

The cost for developing the proposal is the sole responsibility of the Proposer. All proposals submitted become the property of the City. Insurance Requirements City requires that licensees, lessees, and vendors have an approved Certificate of Insurance (not a declaration or policy) or proof of legal self-insurance on file with the City for the issuance of a permit or contract. Within ten (10) consecutive calendar days of award of contract, successful Proposer must furnish the City with the Certificates of Insurance proving coverage as specified within Appendix B.

APPENDIX A

REQUEST FOR PROPOSAL

Fleet Management

VENDOR APPLICATION FORM TYPE OF APPLICANT: NEW CURRENT VENDOR

Legal Contractual Name of Corporation:

Contact Person for Agreement:

Corporate Mailing Address:

City, State and Zip Code:

E-Mail Address:

Phone: Fax:

Contact Person for Proposals:

Title: E-Mail Address:

Business Telephone: Business Fax:

Is your business: (check one)

NON PROFIT CORPORATION FOR PROFIT CORPORATION

Is your business: (check one)

CORPORATION LIMITED LIABILITY PARTNERSHIP INDIVIDUAL SOLE PROPRIETORSHIP

PARTNERSHIP UNINCORPORATED ASSOCIATION

Names & Titles of Corporate Board Members (Also list Names & Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Federal Tax Identification Number:

City of Azusa Business License Number:

(If none, you must obtain a City of Azusa Business License upon award of contract.)

City of Azusa Business License Expiration Date:

APPENDIX B

CITY OF AZUSA

PROFESSIONAL SERVICES AGREEMENT 1. Parties and Date. This Agreement is made and entered into this ____ day of ________________, 20__ by and between the City of Azusa, a municipal organization organized under the laws of the State of California with its principal place of business at 213 East Foothill Boulevard, Azusa, California 91702-1295 ("City") and [___INSERT NAME___], a [___[INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY]___] with its principal place of business at [___INSERT ADDRESS___] ("Consultant"). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing [___INSERT TYPE OF SERVICES___] services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the [___INSERT NAME OF PROJECT___] project (“Project”) as set forth in this Agreement. 3. Terms. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional [___INSERT TYPE OF SERVICES___] consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from [___INSERT START DATE___] to

[___INSERT ENDING DATE___], unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: [___INSERT NAMES___]. 3.2.5 City’s Representative. The City hereby designates [___INSERT NAME OR TITLE___], or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates [___INSERT NAME OR TITLE___], or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to

commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. [INCLUDE ONLY IF APPLICABLE - DELETE OTHERWISE] Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 [INCREASE IF NECESSARY - OTHERWISE LEAVE AS IS AND DELETE THIS NOTE] per claim, and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to

contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete,

certified copies of all required insurance policies, at any time. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed [___INSERT WRITTEN DOLLAR AMOUNT___] ($[___INSERT NUMERICAL DOLLAR AMOUNT___]) without written approval of City's _________________. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance"

project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: [___INSERT NAME, ADDRESS & CONTACT PERSON___] City: City of Azusa 213 East Foothill Blvd. Azusa, CA 91702-1295 Attn: [___INSERT NAME & DEPARTMENT___] Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to

Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. [***IF FOR DESIGN PROFESSIONAL SERVICES (ARCHITECT, LANDSCAPE ARCHITECT, ENGINEER OR LAND SURVEYOR), USE THE FOLLOWING ALTERNATIVE LANGUAGE AND DELETE THE ABOVE LANGUAGE. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Contractor, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Contractor’s Services, including without limitation the payment of all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents, or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may

be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.***] 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

[SIGNATURES ON FOLLOWING PAGE] CITY OF AZUSA [INSERT NAME OF CONSULTANT] By: By: ______________________________

City Manager [Name] [Title] Attest: ______________________________ Jeffrey Lawrence Cornejo Jr. City Clerk Approved as to Form: ______________________________ Best Best & Krieger LLP City Attorney

Exhibit "A"

Scope of Services

[INSERT SCOPE]

Exhibit "B"

Schedule of Services

[INSERT SCHEDULE]

Exhibit "C" Compensation

[INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES]

APPENDIX C PRICING PROPOSAL FORM FLEET MANAGEMENT SERVICES PRICING LIST 1. Cost proposal for all items listed in this Request for Proposals to include all parts (including any markup), labor, management fees, environmental fees, PMs as described in the Scope of Work and Specifications and all other items as listed in the specifications.

Total Cost Proposal for PM - A. Tier I – Passenger Cars, Light Trucks and similar misc equipment ..............................$__________ Tier II – Medium Duty Trucks (1 ton & below) & similar misc equipment ....................$__________

Tier III – Heavy Duty Trucks, Transit Buses, and

Similar misc equipment .................................................................................$__________

Total Cost Proposal for PM - B. Tier I – Passenger Cars, Light Trucks and similar misc equipment ................................$__________

Tier II – Medium Duty Trucks (1 ton & below) & similar misc equipment ....................$__________

Tier III – Heavy Duty Trucks, Transit Buses, and

Similar misc equipment .................................................................................$__________

Total Cost Proposal for PM - C. Tier I – Passenger Cars, Light Trucks and similar misc equipment ...............................$__________ Tier II – Medium Duty Trucks (1 ton & below) & similar misc equipment ....................$__________

Tier III – Heavy Duty Trucks, Transit Buses, and

Similar misc equipment .................................................................................$__________ 2. Cost proposal for directed work items such as mechanical repairs, component replacement and reconditioning. Bidder to provide written description of procedures of repairs not included in the PM specifications.

Tier I - Standard Hourly Rate ..........................................................................................$__________

Tier II - Standard Hourly Rate .........................................................................................$__________

Tier III - Standard Hourly Rate........................................................................................$__________ Tier I – Overtime Hourly Rate.........................................................................................$__________

Tier II – Overtime Hourly Rate .......................................................................................$__________

Tier III – Overtime Hourly Rate ......................................................................................$__________

3. Cost proposal for emergency conditions (after hours) work items such as mechanical repairs, component replacement and reconditioning. Proposer to provide written description of emergency conditions procedures and hours for applications of stated rates. Tier I – Emergency Call Hourly Rate...................................................................$___________

Tier II – Emergency Call HourlyRate...................................................................$___________

Tier III – Emergency Call Hourly Rate ................................................................$___________

4. Hourly Rate for Fabrication …………………………………………………$ _________ 5. Hourly Rate for Additional Fleet Services …………………………………..$ _________

Employee Hourly Rate Hours worked Total Cost Overtime rate

$ $

$ $

$ $

Total Estimated Annual Price: $_______________________________

APPENDIX D DISQUALIFICATION QUESTIONNAIRE The Contractor shall complete the following questionnaire: Has the Contractor, any officer of the Contractor, or any employee of the Contractor who has proprietary interest in the Contractor, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or safety regulation? Yes ______ No ______ If the answer is yes, explain the circumstances below.

APPENDIX E FLEET AND EQUIPMENT INVENTORY

Vehicle Make Vehicle Model Model Year Specific Vehicle Class Division Fuel

FORD F250 1994 3/4T SHOP TRUCK PW

FORD F250 2012 3/4T C/S TRUCK PW/Enterprise Vehicle

FORD F250 2012 3/4T SUPERVISO PW/Enterprise Vehicle FORD F350 1987 3/4T LIGHTBAR PW

FORD E350 2013 1T GRAFFITI VAN PW/Enterprise Vehicle CHEVY 3500 2001 1 TON PAINT TRUCK PW FORD F350 1986 1T FORM TRUCK PW INGERSOLL RAND DD-24 2004

VIBRATORY ASPHALT ROLLER PW

FORD F350 2003 1 TON LIFT GATE PW FORD F150 1998 1/2 TON TRUCK PW FORD F350 1987 1T DUMP TRUCK PW

CHEVY C7500 2008 HEAVY DUTY DUMP TRUCK PW

GMC C7500 2009 HEAVY DUTY DUMP TRUCK PW

FORD F450 2003 4DOOR DUMP PW JOHN DEERE 324H 2001 LOADER PW FORD 445 1985 SKIP LOADER PW JOHN DEERE 240 2001 SKID STEER PW

INTERNATIONAL 4900/DT466E 2000 ASPHALT PATCH TRUCK PW

TRAIL KING TRAILER 2002 21FT TRAILER PW NATIONAL SIGNAL MESSAGE BOARD 1997 MESSAGE BOARD PW INGERSSOLL RAND P185R 2007 AIR COMPRESSOR PW JOHN DEERE 310G 2002 BACKHOE/LOADER PW HYDROTEK SCU33005V 2008 PRESSURE WASHER PW

POWER DECK TRAILER 2005 17 FT TRAILER PW FORD F350 1990 BOOM TRUCK PW FORD F350 1985 LIFT GATE TRUCK PW FORD F450 2008 SIGN TRUCK PW CHEVY 2500 1997 STANDBY TRUCK PW STERLING VAC-CON 2001 VAC-CON SEWER PW GMC TOP-KICK 1997 SEWER TRUCK PW GMC PANEL VAN 2003 CAMERA TRUCK PW FRTLINER VACTOR 2014 SEWER TRUCK PW AZTEX 2010 UTILITY TRAILER PW SPCNS TRAILER 1986 TRAILER PW HYDRO TRAILER 1992 WATER BLASTER PW

FORD F150 1998 FAC UTILITY FACILITIES

FORD F450 2014 UTILITY TRUCK FACILITIES/Enterprise Vehicle

FORD F150 2008 PW INSPECTOR ENGINEERING DODGE RAM 1500 2001 STANDBY TRUCK PW TENNANT M20 2015 STREET SWEEPER Propane TENNANT M20 2015 STREET SWEEPER Propane

FORD F250 2015 REGULAR CAB PW/Enterprise Vehicle

FORD FUSION 2015 PW ADMIN PW/Enterprise Vehicle

FORD ESCAPE 2014 PW Engineering Admin PW/Enterprise Vehicle

FORD STARCRAFT 2012 TRANSP FORD STARCRAFT 2012 TRANSP FORD STARCRAFT 2006 TRANSP FORD STARCRAFT 2006 TRANSP FORD STARCRAFT 2006 TRANSP FORD STARCRAFT 2006 TRANSP FORD GOSHEN 2002 TRANSP CNG

FORD F250 2012 FLATBED W/LIFT GATE

PARKS/Enterprise Vehicle

FORD F250 2012 FLATBED W/LIFT GATE

PARKS/Enterprise Vehicle

FORD F350 2014 F-350 W/LIFT GATE PARKS/Enterprise Vehicle

FORD F150 2014 F-150 SUPERCAB PARKS/Enterprise Vehicle

FORD F350 2015 F-350 W/LIFT GATE PARKS/Enterprise Vehicle

CUSTOM TRAILER 1970 TRAILER PARKS SCOTSMAN MODULAR OFFICE 1989 PARKS SCOTSMAN MODULAR OFFICE 1989 PARKS SCAG MOWER 2000 PARKS SCAG MOWER 2000 PARKS FORD TRACTOR 1984 PARKS FERGESON TRACTOR 1985 PARKS VERMEER STUMP GRINDER 1994 PARKS JOHN DEERE BACKHOE 2001 PARKS RYAN TURF AERATOR 1985 PARKS DURR LOG SPLITTER 1975 PARKS TURF VAC VACCUUM 1975 PARKS TORO MOWER 2003 PARKS

HYDROTEK PRESSURE WASHER 2005 PARKS

BIGTE DUMP TRAILER 2010 PARKS GATOR TS 2005 PARKS GATOR 1924W 2005 PARKS FORD F450 2003 PICK UP PARKS FORD F450 2003 PICK UP PARKS

GMC UTILITY VEH 2007 2500 UTILITY VEHICLE PARKS

GMC PICK UP 2007 PICK UP W/3SA PCKG PARKS

AZTEX UTIL TRAILER 2004 UTIL TRAILER PARKS

AZTEX TOW UTIL TRAILER 1998 TOW UTIL TRAILER PARKS

AZTEX TOW UTIL TRAILER 1998 TOW UTIL TRAILER PARKS

FORD WATER TRUCK 1991 WATER TRUCK PARKS FORD BOOM 1993 BOOM TRUCK PARKS FORD FLAT BED 1993 PARKS FORD DUMP TRUCK 1993 PARKS JOHN DEERE GATOR 2014 UTILITY VEHICLE PARKS

HONDA MOTORCYCLE ATV 1990 4 WHL DRIVE PARKS

FORD F150 2003 COMMERCIAL PARKS CNG FORD F150 2003 COMMERCIAL PARKS CNG FORD RANGER 1997 W/UTILITY BED PARKS CHEVY COLORADO 2007 PU TRUCK COMM DEV CE

FORD F 150 2014 REGULAR CAB COMM DEV CE/Enterprise Vehicle CNG

FORD F 150 2014 REGULAR CAB COMM DEV CE/Enterprise Vehicle CNG

CHEVY BLAZER 2003 COMM DEV BLDG

TOYOTA PRIUS V 2015

COMM DEV BLDG/Enterprise Vehicle

TOYOTA PRIUS V 2015

COMM DEV BLDG/Enterprise Vehicle

FORD TAURUS 2006 BUSINESS LIC FORD TAURUS 2006 BUSINESS LIC CHEVY VAN 2008 PURCHASING

FORD FUSION 2014 HYBRID

CITY CLERK/Enterprise Vehicle

DODGE VAN 2008 LIBRARY