request for proposals for procurement of parking...

Request for Proposals for

Procurement of Parking Meters and Paystations

CONTRACT #: SFMTA 2013-09 Date issued: OCTOBER 17, 2012 Pre-Proposal Conference: NOVEMBER 1, 2012, 10:30 A.M., PDT Proposal due: JANUARY 4, 2013, 2 P.M., PST

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San Francisco Municipal Transportation Agency (SFMTA)

Request for Proposals for Procurement of Parking Meters and Paystations

Table of Contents

Page I. Introduction and Schedule ................................................................ 1 II. Technical Specifications .................................................................... 2 III. Submission Requirements ................................................................ 2 IV. Evaluation and Selection Criteria ...................................................... 6 V. Pre-Proposal Conference and Contract Award ................................. 11 VI. Terms and Conditions for Receipt of Proposals ................................ 12 VII. City Contract Requirements .............................................................. 20 VIII. Protest Procedures .......................................................................... 22 Appendices: A. HRC Attachment 2: Requirements for Architecture, Engineering and Professional Services Contracts, for contacts $50,000 and over (separate document). Proposers must submit the following forms: Form 2A HRC Contract Participation form Form 3 HRC Non-discrimination Affidavit Form 5 HRC Employment form The following form may be required, depending on the circumstances: Form 4 Joint Venture Participation Schedule B. Standard Forms: Listing and Internet addresses of Forms related to B-1 Taxpayer Identification Number and Certification, Business Tax Declaration, and Chapters 12B and 12C, and 14B of the S.F. Administrative Code C. Sample Agreement for Professional Services (Form P-500) D. Attestation of Compliance on Communications Prior to Contract Award

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E. Certification Regarding Debarment, Suspension, and Other Responsibility Matters F. Certification Regarding Lobbying G. Technical Specifications H. Proposal Deliverables Checklist I. Pricing Sheets J. Liquidated Damages and Credit Assessments Note: Appendices G through J are NOT attached to this document. They will have two versions, one for single-space meters and one for multi-space paystations.

San Francisco Municipal Transportation Agency

RFP for Procurement of Parking Meters and Paystations

SFMTA P-590 (11-07) 1 of 23 October 17, 2012 n:\ptc\as2012\1000453\00799277.doc

I. Introduction and Schedule

A. General This Request for Proposals (RFP) is for the procurement of 25,000 single-space parking meters (also referred to as Meter Mechanisms), 300 multi-space paystations (Paystations) and associated back-end support software systems for each type of parking enforcement device. Software systems will be used in tracking maintenance and revenue, and to program the equipment for variable rate and special event pricing. The Contract will also include the option to purchase an additional 10,000 single-space parking meters and 200 Paystations. Proposers may submit Proposals for either single-space meters or Paystations, or may elect to submit Proposals for both types of parking enforcement devices. Should a Proposer opt to submit Proposals for both types of devices, the Proposer MUST submit a separate Proposal for each type of device. This will enable the evaluation panel to compare Proposals for each device type separately. Any single Proposal submitted that refers to both types of devices will be rejected without review by the SFMTA. The contract for each type of device chosen shall be a firm fixed-price contract, with equipment batch payments, ongoing monthly communications, management system and credit card processing fees, and liquidated damages/credit assessments in accordance with the terms of the contract. No cost adjustments will be made for the base term of the contract. Should a single contractor be chosen for both devices, a single contract will be drafted for the entire procurement scope. The contract award is subject to approval by the Municipal Transportation Agency (SFMTA) Board of Directors and the Board of Supervisors of the City and County of San Francisco. The contract shall have an original term of five years. In addition, SFMTA shall have the option to extend the term for a period of up to two years, which SFMTA may exercise in its sole, absolute discretion. B. Schedule The projected schedule for selecting a Contractor is:

Phase Date

• RFP Issued by the SFMTA October 17, 2012

• Pre-proposal Conference November 1, 2012




Phase Date

• Deadline for Submission of Written Questions or Requests for Clarification.

November 30, 2012

• Posting of Responses to Questions and Clarifications

December 7, 2012

• Proposals Due January 4, 2013, 2 p.m.

• *Oral Interviews and Demonstrations by Short Listed Firms

February 25, 2013

• Contract Negotiations March-April 2013

• SFMTA Board Approval of Contract May 2013

• Board of Supervisors Approval of Contract June 2013

• Effective Date July 2013

*SFMTA reserves the right not to conduct oral interviews and to select a firm based on the written Proposal only. II. Technical Specifications The Technical Specifications document (Appendix G) is to be used as a general guide and is not intended to be a complete list of all work necessary to complete the project. Contractors should study the following appendices to ensure complete understanding of equipment and services required: • Appendix C – Sample Contract

o (includes Delivery Schedule and Acceptance Criteria) • Appendix H – Proposal Deliverables Checklist • Appendix I – Pricing Sheets • Appendix J – Liquidated Damages and Credit Assessments III. Submission Requirements A. Instructions for Submission of Proposals Proposals must be received by January 4, 2013 at 2 p.m. PST. Postmarks will not be considered in judging the timeliness of submissions. Proposals may be delivered in person and left at the 7th Floor Reception Desk or mailed to: Julian Sutherland Sr. Administrative Analyst SFMTA, Contracts & Procurement




One South Van Ness Ave., 6th Fl. San Francisco, CA 94103-5417 Proposers shall submit ten hard copies of the Proposal. Proposals that are submitted by fax will not be accepted. Late submissions will not be considered. Proposers must also submit an electronic version of the Proposal in both Word and Adobe Acrobat versions for the Proposal itself and in Excel format for pricing section. Proposers may submit Proposals for either single-space meters or Paystations, or may elect to submit Proposals for both types of parking enforcement devices. Should a Proposer opt to submit Proposals for both types of devices, the Proposer MUST submit a separate Proposal for each type of device. This will enable the evaluation panel to compare Proposals for each device type separately. Any single Proposal submitted that refers to both types of devices will be rejected without review by the SFMTA. Wherever device requirements apply to both devices, the Proposer may copy the response from one Proposal to the other. B. Format Please use recycled paper, printed double-sided to the maximum extent practical, and submit a three-ring or spiral-bound Proposal. Please do not bind your Proposal with glued binding. Tabs or other separators may be used within the document. Document text should be left-justified; with an Arial 12-pt font (10-pt font may be used for tables and diagram descriptions). Pages should have margins of at least one inch on all sides (excluding headers and footers). A table of contents is required. For a definition of terms, acronyms and abbreviations, see Appendices C and G. C. Content

Firms interested in responding to this RFP must submit the following information, in the order specified below:

1. Introduction and Executive Summary (up to 2 pages)

Submit a letter of introduction and executive summary of the Proposal. The letter must be signed by a person authorized by your firm to obligate your firm to perform the commitments contained in the Proposal. Submission of the letter will constitute a representation by your firm that your firm is willing and able to perform the commitments contained in the Proposal.




2. Firm Qualifications and Experience (up to 5 pages)

Provide information on your firm’s background and qualifications which addresses the following:

a. A description of two to four procurement projects of at least 5,000 single-space

meters or 50 Paystations performed by your firm, including the name and address of the client agency, the year(s) of the procurement, and the number of devices in the procurement. At least two projects must have commenced within the last seven years. Descriptions should be limited to 1/2 page for each project. If joint consultants or sub-consultants are proposed, provide the above information for each.

b. Provide references for the projects listed above, including the name, address

and telephone number of at least two of the client agency's contacts capable of commenting on your firm’s performance. The SFMTA reserves the right to contract other agencies or individuals not listed by the proposer.

c. Provide a description and a resume identifying the proposed on-site program

manager, along with a written assurance that the individual identified will be performing the work and will not be substituted with other personnel or reassigned to another project without the SFMTA’s prior written approval.

3. Response to Technical Specifications -- up to 50 pages (see Appendix G-

Technical Specifications)

Provide responses to each of the Administrative (Section I), Meter Mechanism [Paystation] (Section II) and MMS, Meter Programing & Data Integration (Section III) requirements, using the Table of Contents of the Technical Specifications as the outline for your responses. Each individual requirement must have a response (i.e. respond to Section I.A.1.a separately from Section I.A.1.b). No points will be awarded for any requirement that does not have a corresponding response. This includes unintentional omissions, so please review all documents to ensure each requirement is addressed.

4. Proposal Deliverables -- up to 50 pages (see Technical Specifications and

Appendix H) Provide a thorough response for each Proposal Deliverable identified in the

Technical Specifications (e.g., description, explanation, supportive diagrams, and tables). You may use the checklist in Appendix H as an outline for your responses.




5. Cost Proposal (see Appendix I - Pricing Sheets)

SFMTA intends to award this Contract to the firm that it considers will provide the best overall program services. SFMTA reserves the right to accept other than the lowest priced offer and to reject any Proposals that are not responsive to this request.

Proposers will be provided with an Excel spreadsheet itemizing each cost element. Please populate and submit one Adobe Acrobat and one MS Excel version of the spreadsheet in a sealed envelope marked “Parking Meter / Paystation Cost Proposal.”




IV. Evaluation and Selection Criteria A. Minimum Qualifications

Both types of devices

Proposers must provide documentation of the following items:

1. Proposed Meter Mechanism and/or Paystation payment software shall be Payment Application Data Security Standard (PA-DSS) validated by a Payment Application Qualified Security Assessor (PA-QSA) and be verified on PCI SSC’s list of PA-DSS validated payment applications.

2. Contractor's payment software submitted for PA-DSS validation should incorporate:

a. “Hold and Send” protocol

b. Contactless Payment

c. Remote connections capability such as Short Messaging Service (SMS).

3. The Proposer’s credit card gateway shall have appropriate Payment Card Industry Data Security Standards (PCI DSS) certification as a Level 1 Service Provider (https://www.pcisecuritystandards.org/index.shtml). The credit card gateway shall meet the credit card data security requirements outlined by the Payment Card Industry Security Standards Council (PCI SSC) for service providers and/or software vendors. Compliance with PCI DSS shall have been achieved through a third party audit process. The Proposer shall comply with Visa Cardholder Information Security Program (CISP) and MasterCard Site Data Protection (SDP) programs.

4. Annual Report on Compliance (“ROC”) by Qualified Security Assessor (“QSA”) or internal auditor if signed by officer of the company.

5. Quarterly network scan by Approved Scan Vendor (“ASV”).

6. Attestation of Compliance (with PCI requirements) Form.

For more information on these requirements, please go to the following site: http://usa.visa.com/merchants/risk_management/cisp_merchants.html

https://www.pcisecuritystandards.org/index.shtml

http://usa.visa.com/merchants/risk_management/cisp_merchants.html




Single-Space Meters

• The proposer’s firm or its principals shall demonstrate that they have been in the parking meter business for a minimum of seven years.

• The proposed technology manufacturer (if different from above) shall have been in the parking meter business for a minimum of seven years.

• The proposed technology manufacturer shall have an electronic Meter Mechanism installation base of a minimum of 15,000 mechanisms in North American markets.

• The Proposer shall have participated in a minimum of two procurement projects of at least 5,000 devices within the last seven years.

Multi-Space Paystations • The Proposer’s firm or its principals shall demonstrate that they have been in

the parking meter business for a minimum of seven years.

• The proposed technology manufacturer (if different from above) shall have been in the parking meter business for a minimum of seven years.

• The proposed technology manufacturer shall have installed at least 250 Paystations in North American markets.

• The Proposer shall have participated in a minimum of two procurement projects of at least 50 paystations within the last five years.

B. Selection Criteria

There are 1,100 total possible points for all scoring categories. Part One: Proposal (650 total possible points for each Proposal)

Response to Technical Specifications: The general outline of the Technical Specifications is as follows: Section I: Administrative

A. General Specification Requirements B. Additional Administrative Requirements C. Administrative Optional Specifications

Section II: Meter Mechanism [or Paystation]

A. General Meter Mechanism [or Paystation] Requirements B. Meter Mechanism [or Paystation} Additional Specification Requirements




C. Meter Mechanism [or Paystation] Optional Requirements

Section III: MMS, Meter [Paystation] Programming and Data Integration A. MMS, Meter [or Paystation] Programming and Data Integration General

Specification Requirements B. MMS, Meter [or Paystation] Programming and Data Integration Additional

Requirements C. MMS, Meter [or Paystation] Programming and Data Integration Optional

Specifications Following is the breakdown of the total points to be allocated for the Technical Specifications:

Item # Category/Section Max Points 1 Firm and Team Qualifications 60 2 Tech. Spec Section I.A 40 3 Tech. Spec Section II.A 200 4 Tech. Spec Section III.A 70 5 Tech. Spec Section III.B 80

6 Tech. Spec Deliverables (Sections I, II, III, excluding C) 200

Sub Total 650

• Note that for each specification under the "A" subsections above, proposers will receive a fixed number of points for a "yes" response, and no points for a "no" response.

• Note also that no points will be awarded for specifications under the C

subsections; however, a thorough and clear response is appreciated. The SFMTA wishes to know if the items listed in these sections are feasible given the requirements described.

Part Two: Cost Proposal (350 total possible points):

See Appendix I.

Sections I, II, and III Subsection A Scoring (200 total possible points) The lowest cost Proposal for the above categories shall receive the total number of points. The other fee Proposals shall be scored by dividing the amount of the lowest fee by the fee Proposal being scored and multiplying the result by the total number of points assigned to the fee evaluation criterion.




For example, out of a total of 200 points, the proposer who offers the lowest cost Proposal (e.g., $1,000,000) would receive all 200 points. The next lowest Proposal (e.g., $1,500,000) would receive 133 points ($1,000,000 divided by $1,500,000, multiplied by 200). $1,000,000 X 200 = 133 $1,500,000 Section III B (150 total possible points) SFMTA will assign points to the pricing, if any, of each category of development costs on Appendix I, Section B. Proposers who list no development costs ($0) for a particular category will get the maximum number of points for that category. For those categories that are assigned development costs, the lowest cost will receive 80 percent of the total possible points for that category. The other fee Proposals shall be scored by dividing the amount of the lowest fee by the fee Proposal being scored and multiplying the result by 80 percent. For example, any proposer who charges $0 for all categories in the Section III.B cost Proposal would receive the full 150 points. If there are no $0-cost Proposals, the price Proposal with the lowest cost will receive 80 percent of 150 points, or 120 points. All other such cost Proposals will receive points based on the following formula: $ lowest cost Proposal X 120 = points awarded $ higher cost Proposal Part Three: Oral Presentation and Equipment Evaluation: (100 possible points) Following the evaluation of the written Proposals, all firms that have a statistical chance of being the successful proposer may be asked to participate in oral presentations and a demonstration of the proposed equipment. SFMTA will send the proposers a list of questions to be asked about the Proposal before the date for the oral presentation. The evaluation panel may also ask follow-up questions of the proposers during the oral presentation.

Proposers will be allowed a maximum of 30 minutes for their general presentations, 45 minutes for equipment and MMS overview, and 15 minutes to respond to panel questions (one and a half hours). Proposers will be evaluated on




the quality of the presentation, the user’s ease of operation of the equipment and the response to questions posed. The points for the written Proposal, the Cost Proposal, and the oral presentation will then be added together to calculate the final score of the Proposal.




V. Pre-proposal Conference and Contract Award A. Pre-Proposal Conference Proposers are encouraged to attend a pre-proposal conference on November 1, 2012, at 10:30 a.m. to be held at the SFMTA Headquarters at 1 South Van Ness Avenue, San Francisco, CA, 94103, Twin Peaks Conference Room, 8th Floor. All questions will be addressed at this conference and any available new information will be provided at that time. If you have further questions regarding the RFP, please contact the individual designated in Section VI.B. B. Contract Award SFMTA will select a proposer with whom SFMTA staff shall commence contract negotiations. The selection of any Proposal shall not imply acceptance by the City of all terms of the Proposal, which may be subject to further negotiations and approvals before the City may be legally bound thereby. If a satisfactory contract cannot be negotiated in a reasonable time, then SFMTA, in its sole discretion, may terminate negotiations with the highest-ranked proposer and begin contract negotiations with the next highest-ranked proposer.




VI. Terms and Conditions for Receipt of Proposals

A. Errors and Omissions in RFP Proposers are responsible for reviewing all portions of this RFP. Proposers are to promptly notify the Department, in writing, if the proposer discovers any ambiguity, discrepancy, omission, or other error in the RFP. Any such notification should be directed to the Department promptly after discovery, but in no event later than five working days prior to the date for receipt of Proposals. Modifications and clarifications will be made by addenda as provided below. B. Inquiries Regarding RFP Inquiries regarding the RFP and all oral notifications of intent to request written modification or clarification of the RFP must be directed to:

JULIAN SUTHERLAND Sr. Administrative Analyst

SFMTA, Contracts & Procurement One South Van Ness Ave., 6th Fl. San Francisco, CA 94103-5417

(415) 701-4716 [email protected]

Proposers must submit all questions via e-mail. Questions received prior to October 25, 2012 will be addressed if possible in writing at the pre-proposal conference on November 1, 2012. Questions submitted after the pre-proposal conference will be responded to by posting responses to the RFP website by 5 p.m. on November 30, 2012. C. Objections to RFP Terms Should a Proposer object on any ground to any provision or legal requirement set forth in this RFP, the proposer must, not more than ten calendar days after the RFP is issued, provide written notice to the SFMTA setting forth with specificity the grounds for the objection. The failure of a Proposer to object in the manner set forth in this paragraph shall constitute a complete and irrevocable waiver of any such objection. D. Addenda SFMTA may modify the RFP, prior to the Proposal due date, by issuing Addenda, which will be posted on the website. The Proposer shall be responsible for ensuring that its Proposal reflects any and all Addenda issued by SFMTA prior to the Proposal

mailto:[email protected]




due date regardless of when the Proposal is submitted. Therefore, SFMTA recommends that the proposer consult the website frequently, including shortly before the Proposal due date, to determine if the proposer has downloaded all Addenda. E. Term of Proposal Submission of a Proposal signifies that the proposed services and prices are valid for 120 calendar days from the Proposal due date and that the quoted prices are genuine and not the result of collusion or any other anti-competitive activity. F. Revision of Proposal A Proposer may revise a Proposal on the Proposer’s own initiative at any time before the deadline for submission of Proposals. The Proposer must submit the revised Proposal in the same manner as the original. A revised Proposal must be received on or before the Proposal due date. In no case will a statement of intent to submit a revised Proposal, or commencement of a revision process, extend the Proposal due date for any Proposer. At any time during the Proposal evaluation process, SFMTA may require a Proposer to provide oral or written clarification of its Proposal. SFMTA reserves the right to make an award without further clarifications of Proposals received. G. Errors and Omissions in Proposal Failure by SFMTA to object to an error, omission, or deviation in the Proposal will in no way modify the RFP or excuse the vendor from full compliance with the specifications of the RFP or any contract awarded pursuant to the RFP. H. Financial Responsibility SFMTA accepts no financial responsibility for any costs incurred by a firm in responding to this RFP. Submissions of the RFP will become the property of SFMTA and may be used by SFMTA in any way deemed appropriate. I. Proposer’s Obligations under the Campaign Reform Ordinance Proposers must comply with Section 1.126 of the S.F. Campaign and Governmental Conduct Code, which states: No person who contracts with the City and County of San Francisco for the rendition of personal services, for the furnishing of any material, supplies or equipment to the City, or for selling any land or building to the City, whenever such transaction would require approval by a City elective officer, or the board on which that City elective




officer serves, shall make any contribution to such an officer, or candidates for such an office, or committee controlled by such officer or candidate at any time between commencement of negotiations and the later of either (1) the termination of negotiations for such contract, or (2) three months have elapsed from the date the contract is approved by the City elective officer or the board on which that City elective officer serves. If a Proposer is negotiating for a contract that must be approved by an elected local officer or the board on which that officer serves, during the negotiation period the Proposer is prohibited from making contributions to:

• the officer’s re-election campaign • a candidate for that officer’s office • a committee controlled by the officer or candidate.

The negotiation period begins with the first point of contact, either by telephone, in person, or in writing, when a contractor approaches any city officer or employee about a particular contract, or a city officer or employee initiates communication with a potential contractor about a contract. The negotiation period ends when a contract is awarded or not awarded to the contractor. Examples of initial contacts include: (1) a vendor contacts a city officer or employee to promote himself or herself as a candidate for a contract; and (2) a city officer or employee contacts a contractor to propose that the contractor apply for a contract. Inquiries for information about a particular contract, requests for documents relating to a Request for Proposal, and requests to be placed on a mailing list do not constitute negotiations. Violation of Section 1.126 may result in the following criminal, civil, or administrative penalties:

1. Criminal. Any person who knowingly or willfully violates section 1.126 is subject to a fine of up to $5,000 and a jail term of not more than six months, or both.

2. Civil. Any person who intentionally or negligently violates section 1.126 may

be held liable in a civil action brought by the civil prosecutor for an amount up to $5,000.

3. Administrative. Any person who intentionally or negligently violates section

1.126 may be held liable in an administrative proceeding before the Ethics Commission held pursuant to the Charter for an amount up to $5,000 for each violation.

For further information, Proposers should contact the San Francisco Ethics Commission at (415) 581-2300.




J. Communications Prior to Contract Award

It is the policy of the SFMTA that only SFMTA staff identified in the RFP as contacts for this competitive solicitation are authorized to respond to comments or inquiries from Proposers or potential Proposers seeking to influence the contractor selection process or the award of the contract. This prohibition extends from the date the RFP is issued until the date when the contractor selection is finally approved by the SFMTA Board of Directors and, if required, by the San Francisco Board of Supervisors. All firms and subcontractor(s) responding to this RFP are hereby notified that they may not contact any SFMTA staff member, other than a person with whom contact is expressly authorized by this RFP for the purpose of influencing the contractor selection process or the award of the contract from the date the RFP is issued to the date when the contract award is approved by the Board of Directors of SFMTA and, if required, by the San Francisco Board of Supervisors. This prohibition does not apply to communications with SFMTA staff members regarding normal City business not regarding or related to this RFP. All firms and subcontractor(s) responding to this RFP are hereby notified that any written communications sent to one or more members of the SFMTA Board of Directors concerning a pending contract solicitation shall be distributed by the SFMTA to all members of the SFMTA Board of Directors and the designated staff contact person(s) identified in the RFP. Except as expressly authorized in the RFP, where any person representing a Proposer or potential Proposer contacts any SFMTA staff for the purpose of influencing the content of the competitive solicitation or the award of the contract between the date when the RFP is issued and the date when the final selection is approved by the SFMTA Board of Directors, and, if required, by the San Francisco Board of Supervisors, the Proposer or potential Proposer shall be disqualified from the selection process. However, a person who represents a Proposer or potential Proposer may contact City elected officials and may contact the Executive Director/CEO of the SFMTA if s/he is unable to reach the designated staff contact person(s) identified in the RFP or wishes to raise concerns about the competitive solicitation. Additionally, the firms and subcontractor(s) responding to this RFP will not provide any gifts, meals, transportation, materials or supplies or any items of value or donations to or on behalf of any SFMTA staff member from the date the RFP is issued to the date when the contract award is approved by the Board of Directors of SFMTA and if required, by the San Francisco Board of Supervisors. All lobbyists or any agents representing the interests of proposing prime contractors and subcontractor(s) shall also be subject to the same prohibitions.




An executed Attestation of Compliance (See Appendix D) certifying compliance with this section of the RFP will be required to be submitted signed by all firms and named subcontractor(s) as part of the response to this RFP. Any Proposal that does not include the executed Attestation of Compliance as required by this section will be deemed non-responsive and will not be evaluated. Any Proposer who violates the representations made in such Attestation of Compliance, directly or through an agent, lobbyist or subcontractor will be disqualified from the selection process. K. Sunshine Ordinance In accordance with S.F. Administrative Code Section 67.24(e), contractors’ bids, responses to RFPs and all other records of communications between the City and persons or firms seeking contracts shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person’s or organization’s net worth or other proprietary financial data submitted for qualification for a contract or other benefits until and unless that person or organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request. L. Public Access to Meetings and Records If a Proposer is a non-profit entity that receives a cumulative total per year of at least $250,000 in City funds or City-administered funds and is a non-profit organization as defined in Chapter 12L of the S.F. Administrative Code, the Proposer must comply with Chapter 12L. The Proposer must include in its Proposal (1) a statement describing its efforts to comply with the Chapter 12L provisions regarding public access to Proposer’s meetings and records, and (2) a summary of all complaints concerning the Proposer’s compliance with Chapter 12L that were filed with the City in the last two years and deemed by the City to be substantiated. The summary shall also describe the disposition of each complaint. If no such complaints were filed, the Proposer shall include a statement to that effect. Failure to comply with the reporting requirements of Chapter 12L or material misrepresentation in Proposer’s Chapter 12L submissions shall be grounds for rejection of the Proposal and/or termination of any subsequent Agreement reached on the basis of the Proposal. M. Reservations of Rights by the City The issuance of this RFP does not constitute an agreement by the City that any contract will actually be entered into by the City. The City expressly reserves the right at any time to:

1. Waive or correct any defect or informality in any response, Proposal, or Proposal procedure;

2. Reject any or all Proposals; 3. Reissue a Request for Proposals;




4. Prior to submission deadline for Proposals, modify all or any portion of the selection procedures, including deadlines for accepting responses, the specifications or requirements for any materials, equipment or services to be provided under this RFP, or the requirements for contents or format of the Proposals;

5. Procure any materials, equipment or services specified in this RFP by any other means; or

6. Determine that no project will be pursued. N. No Waiver

No waiver by the City of any provision of this RFP shall be implied from any failure by the City to recognize or take action on account of any failure by a Proposer to observe any provision of this RFP. O. Local Business Enterprise Goals and Outreach

The requirements of the Local Business Enterprise and Non-Discrimination in Contracting Ordinance set forth in Chapter 14B of the San Francisco Administrative Code as it now exists or as it may be amended in the future (collectively the “LBE Ordinance”) shall apply to this RFP. 1. LBE Sub-consultant Participation Goals The LBE sub-consulting goal for this contract has been waived. 2. LBE Participation

The City strongly encourages Proposals from qualified LBEs. Pursuant to Chapter 14B, the following rating discount (or rating bonus, refer to Appendix A, Part II) will be in effect for the award of this project for any Proposers who are certified by the City's Human Rights Commission (HRC) as a LBE, or joint ventures where the joint venture partners are in the same discipline and have the specific levels of participation, as identified below. Certification applications may be obtained by calling HRC at (415) 252-2500. The rating discount applies at each phase of the selection process. The application of the rating discount is as follows:

a. a 10% discount to a Small or Micro-LBE; or a joint venture between

or among Small or Micro-LBEs; or b. a 5% discount to a joint venture with Small or Micro-LBE

participation that equals or exceeds 35%, but is under 40%; or c. a 7.5% discount to a joint venture with Small or Micro-LBE

participation that equals or exceeds 40%; or




d. a 10% discount to a certified non-profit entity. [e. a 2% rating bonus will be applied to any Proposal from an

SBA-LBE, except that the 2% rating bonus shall not be applied at any state if it would adversely affect a Small or Micro-LBE Proposer or a JV with LBE participation.] NOTE TO CCO STAFF: FOR CONTRACTS WITH AN ESTIMATED COST IN EXCESS OF $400,000 AND LESS THAN OR EQUAL TO $10,000,000.

If applying for a rating discount as a joint venture: the LBE must be an active partner in the joint venture and perform work, manage the job and take financial risks in proportion to the required level of participation stated in the Proposal, and must be responsible for a clearly defined portion of the work to be performed and share in the ownership, control, management responsibilities, risks, and profits of the joint venture. The portion of the LBE joint venture’s work shall be set forth in detail, separately from the work to be performed by the non-LBE joint venture partner. The LBE joint venture’s portion of the contract must be assigned a commercially useful function. The joint venture partners must be of the same or similar discipline in order to be eligible for a rating bonus. The joint venture partners will be jointly responsible for the overall project management, control, and compliance with Chapter 14B requirements.

3. HRC Forms to be Submitted with Proposal

a. Each Proposal submitted must include 2 copies of the following Human Rights Commission (HRC) Pre-Award Forms contained in the HRC Attachment 2: (1) Form 2A: Contract Participation Form, (2) Form 3: Non-discrimination Affidavit (3) Form 4: Joint Venture Participation Schedule (if applicable) , and (4) Form 5: HRC Employment Form. Please refer to HRC Attachment 2 (Appendix A to the RFP) for instructions on how to fill out the forms.

b. Please submit only two copies of the above forms with

your Proposal. The forms should be placed in a separate, sealed envelope labeled: HRC Forms for SFMTA 2013-09, RFP for Procurement of Parking Meters and Paystations.




If you have any questions concerning the HRC Forms, you may contact

Maria Cordero SFMTA Contract Compliance Office

One South Van Ness Avenue, 6th Floor, San Francisco, CA 94103;

phone: (415) 701-5239 or [email protected]




VII. Contract Requirements A. Standard Contract Provisions The successful Proposer will be required to enter into a contract substantially in the form of the Agreement for Professional Services, attached hereto as Appendix C. Failure to timely execute the contract, or to furnish any and all insurance certificates and policy endorsement, surety bonds or other materials required in the contract, shall be deemed an abandonment of a contract offer. SFMTA, in its sole discretion, may select another firm and may proceed against the original selectee for damages. Proposers are urged to pay special attention to the requirements of Administrative Code Chapters 12B and 12C, Nondiscrimination in Contracts and Benefits, (§ 34 in the Agreement); the Minimum Compensation Ordinance (§ 43 in the Agreement); the Health Care Accountability Ordinance (§ 44 in the Agreement); the First Source Hiring Program (§ 45 in the Agreement); and applicable conflict of interest laws (§ 23 in the Agreement), as set forth in paragraphs B, C, D, E and F below. B. Nondiscrimination in Contracts and Benefits The successful Proposer will be required to agree to comply fully with and be bound by the provisions of Chapters 12B and 12C of the San Francisco Administrative Code. Generally, Chapter 12B prohibits the City and County of San Francisco from entering into contracts or leases with any entity that discriminates in the provision of benefits between employees with domestic partners and employees with spouses, and/or between the domestic partners and spouses of employees. The Chapter 12C requires nondiscrimination in contracts in public accommodation. Additional information on Chapters 12B and 12C is available on the HRC’s website at www.sfhrc.org. C. Minimum Compensation Ordinance (MCO) The successful Proposer will be required to agree to comply fully with and be bound by the provisions of the Minimum Compensation Ordinance (MCO), as set forth in S.F. Administrative Code Chapter 12P. Generally, this Ordinance requires contractors to provide employees covered by the Ordinance who do work funded under the contract with hourly gross compensation and paid and unpaid time off that meet certain minimum requirements. For the contractual requirements of the MCO, see § 43. For the amount of hourly gross compensation currently required under the MCO, see www.sfgov.org/olse/mco. Note that this hourly rate may increase on January 1 of each year and that contractors will be required to pay any such increases to covered employees during the term of the contract. Additional information regarding the MCO is available on the web at www.sfgov.org/olse/mco.

http://www.sfgov.org/olse




D. Health Care Accountability Ordinance (HCAO) The successful Proposer will be required to agree to comply fully with and be bound by the provisions of the Health Care Accountability Ordinance (HCAO), as set forth in S.F. Administrative Code Chapter 12Q. Contractors should consult the San Francisco Administrative Code to determine their compliance obligations under this chapter. Additional information regarding the HCAO is available on the web at www.sfgov.org/olse/hcao. E. First Source Hiring Program (FSHP) If the contract is for more than $50,000, then the First Source Hiring Program (Admin. Code Chapter 83) may apply. Generally, this ordinance requires contractors to notify the First Source Hiring Program of available entry-level jobs and provide the Workforce Development System with the first opportunity to refer qualified individuals for employment. Contractors should consult the San Francisco Administrative Code to determine their compliance obligations under this chapter. Additional information regarding the FSHP is available on the web at www.sfgov.org/moed/fshp.htm and from the First Source Hiring Administrator, (415) 401-4960. F. Conflicts of Interest The successful Proposer will be required to agree to comply fully with and be bound by the applicable provisions of state and local laws related to conflicts of interest, including Section 15.103 of the City's Charter, Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California. The successful Proposer will be required to acknowledge that it is familiar with these laws; certify that it does not know of any facts that constitute a violation of said provisions; and agree to immediately notify the City if it becomes aware of any such fact during the term of the Agreement. Individuals who will perform work for SFMTA on behalf of the successful Proposer might be deemed consultants under state and local conflict of interest laws. If so, such individuals will be required to submit a Statement of Economic Interests, California Fair Political Practices Commission Form 700, to the City within ten calendar days of the City notifying the successful Proposer that the City has selected the Proposer.

http://www.sfgov.org/olse




VIII. Protest Procedures

A. Protest of Non-Responsiveness Determination Within five working days of the City's issuance of a notice of non-responsiveness, any firm that has submitted a Proposal and believes that the City has incorrectly determined that its Proposal is non-responsive may submit a written notice of protest. Such notice of protest must be received by the City on or before the fifth working day following the City's issuance of the notice of non-responsiveness. The notice of protest must include a written statement specifying in detail each and every one of the grounds asserted for the protest. The protest must be signed by an individual authorized to represent the Proposer, and must cite the law, rule, local ordinance, procedure or RFP provision on which the protest is based. In addition, the protestor must specify facts and evidence sufficient for the City to determine the validity of the protest. The SFMTA reserves the right to proceed the Proposal selection process with the responsive Proposers during the five-day protest period. The SFMTA will cease the Proposal selection process only when it receives a notification of decision that is in favor of the protester. B. Protest of Contract Award Within five working days of the City's issuance of a notice of intent to award the contract, any firm that has submitted a responsive Proposal and believes that the City has incorrectly selected another Proposer for award may submit a written notice of protest. Such notice of protest must be received by the City on or before the fifth working day after the City's issuance of the notice of intent to award. The notice of protest must include a written statement specifying in detail each and every one of the grounds asserted for the protest. The protest must be signed by an individual authorized to represent the Proposer, and must cite the law, rule, local ordinance, procedure or RFP provision on which the protest is based. In addition, the protestor must specify facts and evidence sufficient for the City to determine the validity of the protest. The SFMTA reserves the right to proceed the contract negotiation with the highest scored Proposer during the five-day protest period. The SFMTA will cease contract negotiation only when it receives a notification of decision that is in favor of the protester. C. Delivery of Protests All protests must be received by the due date. If a protest is mailed, the protestor bears the risk of non-delivery within the deadlines specified herein. Protests should be




transmitted by a means that will objectively establish the date the City received the protest. Protests or notice of protests made orally (e.g., by telephone) will not be considered. Protests must be delivered to:

JULIAN SUTHERLAND Sr. Administrative Analyst

SFMTA, Contracts & Procurement One South Van Ness Ave., 6th Fl. San Francisco, CA 94103-5417

(415) 701-4716 [email protected]

mailto:[email protected]



SFMTA P-590 (11-07) October 17, 2012

n:\ptc\as2012\1000453\00799277.doc

Appendix A

City and County of San Francisco Human Rights Commission

HRC Attachment 2

Requirements for Architecture, Engineering and Professional Services Contracts,

$50,000 and over

To obtain documents, please use the following link:

http://sfgsa.org/index.aspx?page=5365

http://sfgsa.org/index.aspx?page=5365



SFMTA P-590 (11-07) B -1 October 17, 2012 n:\ptc\as2012\1000453\00799277.doc

Appendix B

Standard Forms The requirements described in this Appendix are separate from those described in Appendix A. Before the City can award any contract to a contractor, that contractor must file three standard City forms (items 1-3 on the chart). Because many contractors have already completed these forms, and because some informational forms are rarely revised, the City has not included them in the RFP package. Instead, this Appendix describes the forms, where to find them on the Internet (see bottom of page 2), and where to file them. If a contractor cannot get the documents off the Internet, the contractor should call (415) 554-6248 or e-mail Purchasing ([email protected]) and Purchasing will fax, mail or e-mail them to the contractor. If a contractor has already filled out items 1-3 (see note under item 3) on the chart, the contractor should not do so again unless the contractor’s answers have changed. To find out whether these forms have been submitted, the contractor should call Vendor File Support in the Controller’s Office at (415) 554-6702. If a contractor would like to apply to be certified as a local business enterprise, it must submit item 4. To find out about item 4 and certification, the contractor should call Human Rights Commission at (415) 252-2500.

Item

Form name and Internet location

Form

Description

Return the form to;

For more info

1. Request for Taxpayer Identification Number and Certification www.sfgov.org/oca/purchasing/forms.htm www.irs.gov/pub/irs-fill/fw9.pdf

W-9 The City needs the contractor’s taxpayer ID number on this form. If a contractor has already done business with the City, this form is not necessary because the City already has the number.

Controller’s Office Vendor File Support City Hall, Room 484 San Francisco, CA 94102 (415) 554-6702

http://www.sfgov.org/oca/purchasing/forms.htm






Item


Form

Description

Return the form to;

For more info

2.

Business Tax Declaration www.sfgov.org/oca/purchasing/forms.htm

P-25 All contractors must sign this form to determine if they must register with the Tax Collector, even if not located in San Francisco. All businesses that qualify as “conducting business in San Francisco” must register with the Tax Collector.

Controller’s Office Vendor File Support City Hall, Room 484 San Francisco, CA 94102 (415) 554-6702

3.

S.F. Administrative Code Chapters 12B & 12C Declaration: Nondiscrimination in Contracts and Benefits www.sfgov.org/oca/purchasing/forms.htm – In Vendor Profile Application

HRC-12B-101

Contractors tell the City if their personnel policies meet the City’s requirements for nondiscrimination against protected classes of people, and in the provision of benefits between employees with spouses and employees with domestic partners. Form submission is not complete if it does not include the additional documentation asked for on the form. Other forms may be required, depending on the answers on this form. Contract-by-Contract Compliance status vendors must fill out an additional form for each contract.

Human Rights Commission 25 Van Ness, #800 San Francisco, CA 94102-6059 (415) 252-2500










Item


Form

Description

Return the form to;

For more info

4. HRC LBE Certification Application www.sfgov.org/oca/purchasing/forms.htm – In Vendor Profile Application

Local businesses complete this form to be certified by HRC as LBEs. Certified LBEs receive a bid discount pursuant to Chapter 14B when bidding on City contracts. To receive the bid discount, you must be certified by HRC by the Proposal due date.

Human Rights Commission 25 Van Ness, #800 San Francisco, CA 94102-6059 (415) 252-2500

Where the forms are on the Internet Office of Contract Administration Homepage: www.sfgov.org/oca/

Purchasing forms: Click on “Required Vendor Forms” under the “Information for Vendors and Contractors” banner.

Human Rights Commission

HRC’s homepage: www.sfhrc.org Equal Benefits forms: Click on “Forms” under the “Equal Benefits” banner near

the bottom. LBE certification form: Click on “Forms” under the “LBE” banner near the bottom




http://www.sfgov.org/oca/

http://www.sfhrc.org/



Appendix C - Sample Contract

Appendix C – Contract Sample

AGREEMENT

FOR THE PROCUREMENT OF

[INSERT PRODUCT TYPE HERE]

Contract # SFMTA-2013-09

TABLE OF CONTENTS

Page

1 DEFINITIONS ......................................................................................................... 1

1.1 Acceptance .................................................................................................. 1

1.2 Agency or SFMTA ....................................................................................... 1

1.3 Award ........................................................................................................... 1

1.4 Batch ........................................................................................................... 1

1.5 Board of Supervisors ................................................................................... 2

1.6 Certification .................................................................................................. 2

1.7 Change Notice ............................................................................................. 2

1.8 City ............................................................................................................... 2

1.9 Conformed Contract Documents ................................................................. 2

1.10 Contract or Agreement ................................................................................ 2

1.11 Contract Modification ................................................................................... 2

1.12 Contractor .................................................................................................... 2

1.13 Controller ..................................................................................................... 2

1.14 Days ............................................................................................................. 2

1.15 Deliverables ................................................................................................. 2

1.16 Director ........................................................................................................ 2

1.17 Effective Date .............................................................................................. 2

1.18 Notice to Proceed ........................................................................................ 2

1.19 Party; Parties ............................................................................................... 2

1.20 Performance Bond ....................................................................................... 2

1.21 Proposal....................................................................................................... 2

1.22 Proposer ...................................................................................................... 3

1.23 Request for Proposals (RFP) ....................................................................... 3

1.24 Services ....................................................................................................... 3

1.25 SFMTA Project Manager / Representative .................................................. 3

1.26 Subcontractor .............................................................................................. 3

1.27 Surety .......................................................................................................... 3

1.28 Technical Specifications .............................................................................. 3

1.29 Work ............................................................................................................ 3

2 TERM OF AGREEMENT ........................................................................................ 3

3 SCOPE OF WORK ................................................................................................. 3

4 FINANCIAL MATTERS ........................................................................................... 3

4.1 Compensation.............................................................................................. 3

4.1.1 Amount ......................................... 3

4.1.2 Payment Limited to Satisfactory Deliverables .................................. 4

4.1.3 Withholding of Payments .............. 4

4.1.4 Invoice Format .............................. 4

4.1.5 Exchange Rate Risk ..................... 4

4.1.6 Inflation Risk ................................. 4

4.2 Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation ......................................................................... 4

4.3 Guaranteed Maximum Costs ....................................................................... 5

4.4 Submitting False Claims .............................................................................. 5

4.5 Payment Does Not Imply Acceptance of Work ............................................ 5

4.6 Audit and Inspection of Records .................................................................. 5

5 TECHNICAL SPECIFICATIONS ............................................................................ 6

5.1 Fabrication ................................................................................................... 6

5.2 Omission ...................................................................................................... 6

5.3 Priority .......................................................................................................... 6

5.4 Responsibility for Materials/Accessories ...................................................... 6

6 SINGLE SPACE METER MECHANISMS [PAYSTATIONS] .................................. 6

6.1 Deliverables ................................................................................................. 6

6.2 Delivery Schedule ........................................................................................ 6

6.3 Assumption of Risk of Loss ......................................................................... 6

6.4 Acceptance .................................................................................................. 6

6.4.1 General Acceptance Criteria ......... 6

6.4.2 Commission Checklist .................. 7

7 INTELLECTUAL PROPERTY RIGHTS .................................................................. 7

7.1 Works for Hire; Ownership of Results .......................................................... 7

7.2 Licenses Granted ......................................................................................... 7

7.2.1 Computerized software and systems ......................................... 7

7.2.2 Other Deliverables ........................ 8

7.2.3 Proprietary Materials ..................... 8

8 NONDISCLOSURE OF PRIVATE, PROPRIETARY OR CONFIDENTIAL INFORMATION ...................................................................................................... 8

9 LIABILITY OF THE PARTIES................................................................................. 9

9.1 Liability of City .............................................................................................. 9

9.2 Liability for Use of Equipment ...................................................................... 9

9.3 Liability for Incidental and Consequential Damages .................................... 9

10 LIQUIDATED DAMAGES; CREDIT ASSESSMENTS; DELAY .............................. 9

10.1 LD Schedule ................................................................................................ 9

10.2 Credit Assessments ..................................................................................... 9

10.3 Unavoidable Delay ....................................................................................... 9

10.4 Notification of Delay ..................................................................................... 10

10.5 Request for Extension of Time .................................................................... 10

11 PAYMENT OF TAXES AND OTHER GOVERNMENTAL CHARGES .................... 10

12 BONDS ................................................................................................................... 10

13 LETTER OF CREDIT ............................................................................................. 11

14 INSURANCE .......................................................................................................... 12

15 INDEMNIFICATION ................................................................................................ 13

15.1 General ........................................................................................................ 13

15.2 Duty to Defend ............................................................................................. 13

15.3 Intellectual Property ..................................................................................... 14

16 TERMINATION AND DEFAULT ............................................................................. 14

16.1 Termination for Convenience ....................................................................... 14

16.2 Default; Remedies ....................................................................................... 16

16.3 Non-Waiver of Rights................................................................................... 17

16.4 Rights and Duties upon Termination or Expiration ...................................... 17

17 GENERAL REQUIREMENTS ................................................................................ 17

17.1 Contract Made in California; Venue ............................................................. 17

17.2 Non-Waiver of Rights................................................................................... 17

17.3 Nondiscrimination; Penalties ....................................................................... 18

17.3.1 Contractor Shall Not Discriminate . 18

17.3.2 Subcontracts ................................. 18

17.3.3 Non-Discrimination in Benefits ...... 18

17.3.4 Condition to Contract .................... 18

17.3.5 Incorporation of Administrative Code Provisions by Reference ..... 18

17.4 Assignment/Subcontractors ......................................................................... 19

17.5 Qualified Personnel ..................................................................................... 19

17.6 Notices to Parties ......................................................................................... 19

17.7 Non-Collusion .............................................................................................. 19

17.8 Conflict of Interest ........................................................................................ 20

17.9 MacBride Principles -- Northern Ireland ....................................................... 20

17.10 Drug-Free Workplace Policy ........................................................................ 20

17.11 Compliance with Americans with Disabilities Act ......................................... 20

17.12 First Source Hiring Program ........................................................................ 20

17.13 Authority of the SFMTA Project Manager / Representative ......................... 20

17.14 Responsibility for Equipment ....................................................................... 21

17.15 Independent Contractor; Payment of Employment Taxes and Other Expenses ..................................................................................................... 21

17.15.1 .................................................... Independent Contractor ................. 21

17.15.2 .................................................... Payment of Employment Taxes and Other Expenses ............................ 21

17.16 Sunshine Ordinance .................................................................................... 22

17.17 Compliance with Laws ................................................................................. 22

17.18 Time ............................................................................................................. 22

17.19 Resource Conservation ............................................................................... 22

17.20 Articles Not to be Prison Made .................................................................... 22

17.21 Limitations on Contributions ........................................................................ 22

17.22 Prohibition on Use of Public Funds for Political Activity ............................... 23

17.23 Section Headings ......................................................................................... 23

17.24 Severability .................................................................................................. 23

17.25 Modification of this Agreement .................................................................... 23

17.26 Entire Agreement ......................................................................................... 23

CONTRACT TEMPLATE Procurement of Parking Meters and/or Paystations

Agreement, 1

CITY AND COUNTY OF SAN FRANCISCO

SAN FRANCISCO MUNICIPAL TRANSPORTATION AGENCY ONE SOUTH VAN NESS AVE. 7TH FLOOR SAN FRANCISCO, CALIFORNIA 94103

AGREEMENT

FOR THE PROCUREMENT OF [INSERT PRODUCT TYPE HERE]

Contract # SFMTA-2013-09

This Agreement is made this ______ day of , 20 , in the City and County of San Francisco,

State of California, by and between

,

(“Contractor”), and the City and County of San Francisco, a municipal corporation (“City” ), acting by and through its Municipal Transportation Agency ("Agency" or "SFMTA").

RECITALS

A. Agency issued a Request for Proposals for the procurement of Parking Meters and Parking Paystations, with associated spare parts, training, and manuals.

B. After a negotiated procurement process the City selected Contractor's proposal as the highest-rated proposal, and City and Contractor agreed on the terms and conditions set forth below.

NOW, THEREFORE, it is agreed by the parties as follows:

1 DEFINITIONS. Where any word or phrase defined below, or a pronoun used in place thereof, is used in any part of the Contract Documents, it shall have the meaning set forth herein or in the Technical Specifications.

1.1 Acceptance: The formal written acceptance by the City that all work, or a specific portion thereof, under the Contract has been satisfactorily completed.

1.2 Agency or SFMTA: The Municipal Transportation Agency of the City

1.3 Award: Notification from the City to Contractor of acceptance of Contractor’s Bid, subject to the execution and approval of a satisfactory Contract and bond to secure the performance thereof, and to such other conditions as may be specified or otherwise required by law.

1.4 Batch: A delivery of a set number of Meter Mechanisms/Paystations, including all associated components that would allow a Meter Mechanism to operate in a street environment (e.g., all the necessary software, firmware, hardware, installation kits, domes, decals).


Agreement, 2

1.5 Board of Supervisors: Board of Supervisors of City.

1.6 Certification: Certification by the Controller of City that funds necessary to make payments as required under the contract are available in accordance with Section 6.302 of the City Charter.

1.7 Change Notice: A written interpretation, revision, or addition to the RFP issued before proposal opening.

1.8 City: The City and County of San Francisco.

1.9 Conformed Contract Documents: The contract documents revised to incorporate all changes made during the proposal period by Change Notice and to incorporate information included in the Proposal accepted by the City.

1.10 Contract or Agreement: The written Contract executed by the City and Contractor, covering the performance of the Work and furnishing of labor, materials, equipment, tools, and services, including Work incidental to the procurement, to include all Conformed Contract Documents, the Technical Specifications, Contractor’s bid submissions, the Contract bonds or other security, and all Contract Modifications.

1.11 Contract Modification: A written order, issued by the City to Contractor, covering changes in the Contract documents within the general scope of the Contract and establishing the basis of payment and time adjustments for the work affected by the changes.

1.12 Contractor: _______________________

1.13 Controller: Controller of the City.

1.14 Days: Unless otherwise designated, the word “Days” refers to calendar days of the City.

1.15 Deliverables: The equipment, components, materials and Services to be furnished under this Agreement.

1.16 Director: The Director of Transportation of Agency, or his or her designee.

1.17 Effective Date: The date that the City's Controller certifies the availability of funds for this Agreement as provided in Section 2.

1.18 Notice to Proceed: A written notice to the Contractor of the date on which it shall begin the Work.

1.19 Party; Parties: The City and Contractor, either collectively or individually.

1.20 Performance Bond: Security issued by a corporate surety, acceptable to the City and on a form furnished by the City, to guarantee the performance of obligations under the contract.

1.21 Proposal: The technical and management information and prices submitted in the prescribed format and on the prescribed forms in response to the Request for Proposals.


Agreement, 3

1.22 Proposer: Any firm, partnership, corporation, or combination thereof submitting a Proposal for the contemplated procurement.

1.23 Request for Proposals (RFP): The Request for Proposals issued by the City on ____________.

1.24 Services. The portion of the Work other than the provision of equipment, including, but not limited to, access to the Meter Management System; credit card processing; communications between the meter and the credit card processing gateway, vendor management system, and SFMTA databases; product support; and warranty.

1.25 SFMTA Contract Administrator: The SFMTA designated liaison assigned to the Contract for the Agency, or designated agent.

1.26 Subcontractor: Any individual, partnership, firm, or corporation that undertakes integrally on the Project the partial or total design, manufacture, or performance of one or more items of work under the terms of the contract. As used herein, the terms subcontractor and sub-supplier are synonymous.

1.27 Surety: The corporate body, licensed to issue bonds in the State of California, bound with and for the Contractor for the full and complete performance of the contract and for the payment of all debtors pertaining to the work. When applied to the Proposal Bond (bid bond), it refers to the corporate body acting as guarantor that the Proposer will enter into a contract with the City and County of San Francisco.

1.28 Technical Specifications: The specifications, provisions, and requirements that detail the work and the materials, products (including the methods of manufacture, construction, assembly, and testing), and other requirements relative to the Work.

1.29 Work: The furnishing of all services, products, materials, equipment, tools, supplies and the performance of all requirements called for by the Contract and necessary to the completion of the Contract.

2 TERM OF AGREEMENT.

The term of this Agreement shall commence on the latter of: (i) [insert Contractor's start date]; or (ii) the Effective Date, as evidenced by SFMTA’s issuance of the Notice to Proceed, and expire on [insert expiration date], unless earlier terminated as otherwise provided herein.

3 SCOPE OF WORK The Agreement covers the procurement of 25,000 single-space parking meters, [and] 300 Paystations, and associated services and support, as set forth in Appendix A (Technical Specifications), attached to this Agreement and incorporated by reference as though fully set forth. The Agreement also includes an option to purchase approximately 10,000 additional single-space parking meters and 200 additional Paystations,

4 FINANCIAL MATTERS

4.1 Compensation

4.1.1 Amount Subject to any subsequent deductions for Liquidated Damages as listed in Section IV. of Appendix B, the City agrees to pay an amount not to


Agreement, 4

exceed $________________ Amount TBD (the total Contract amount) in accordance with the terms and conditions of this Agreement. In no event shall City be liable for interest or late charges for any late payments.

4.1.2 Payment Limited to Satisfactory Deliverables. Contractor is not entitled to any payments from City until the SFMTA approves all Deliverables as satisfying all of the requirements of this Agreement. Payments to Contractor by City shall not excuse Contractor from its obligation to replace unsatisfactory Deliverables even if the unsatisfactory character of such Deliverables may not have been apparent or detected at the time such payment was made. City may reject Deliverables that do not conform to the requirements of this Agreement and Contractor must cure any non-conformity without delay and at no cost to the City

4.1.3 Withholding of Payments. If Contractor fails to provide Deliverables in accordance with Contractor's obligations under this Agreement, the City may withhold any and all payments due Contractor until such failure to perform is cured, and Contractor shall not stop work as a result of City's withholding of payments as provided herein

4.1.4 Invoice Format. Invoices furnished by Contractor under this Agreement must be in a form acceptable to the SFMTA and the Controller, and must include a unique invoice number. Payment shall be made by City to Contractor at the address specified in Section ___ entitled “Notices to the Parties,” or in such alternate manner (including electronic payment) as the Parties have mutually agreed upon in writing. Each invoice shall also include: • Relevant milestones • Contract order number; • Quantity of items; • Description of items; • Unit price; • Amount of sales taxes requested to be paid • Total invoice amount.

Contractor's invoices shall be supported by evidence satisfactory to SFMTA that the Work invoiced has been accomplished and that the materials, listed, if any, are stored and ready for use.

4.1.5 Exchange Rate Risk. The City will not make price adjustments on this Contract to protect the Contractor from fluctuations in the value of the applicable foreign currency in relation to the United States dollar.

4.1.6 Inflation Risk. City will not make price adjustments to this Contract to protect Contractor from economic inflation.

4.2 Certification Of Funds; Budget And Fiscal Provisions; Termination in the Event of Non-Appropriation. This Agreement is subject to the budget and fiscal provisions of the City’s Charter. Charges will accrue only after prior written authorization certified by the City’s Controller and any amount of the City's obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization. This Agreement will terminate without penalty, liability, or expense of any kind to City at the end of any fiscal year in the event funds are not appropriated for the next succeeding fiscal


Agreement, 5

year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability, or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for the Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Contractor's assumption of risk of possible non-appropriation is part of the consideration for this Agreement. THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THE AGREEMENT.

4.3 Guaranteed Maximum Costs. The City’s payment obligation to Contractor cannot at any time exceed the amount certified by City's Controller for the purpose and period stated in such certification. No City representative is authorized to offer or promise, nor is the City required to honor, any offered or promised payments to Contractor under this Agreement in excess of the certified maximum amount without the Controller having first certified the additional promised amount and the Parties having modified this Agreement as required in Section 11.4.

4.4 Submitting False Claims . Pursuant to San Francisco Administrative Code §21.35, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City for three times the amount of damages which the City sustains because of the false claim. A contractor, subcontractor or consultant who submits a false claim shall also be liable to the City for the costs, including attorneys’ fees, of a civil action brought to recover any of those penalties or damages, and may be liable to the City for a civil penalty of up to $10,000 for each false claim. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or consultant: (a) knowingly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the City; (c) conspires to defraud the City by getting a false claim allowed or paid by the City; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the City, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim.

4.5 Payment Does Not Imply Acceptance of Work. The granting of any payment or payments by the City, or the receipt thereof by the Contractor, shall in no way lessen the liability of the Contractor to replace unsatisfactory work or material although the unsatisfactory character of such work or material may not have been apparent or detected at the time such payment was made. Materials, components, or workmanship that do not conform to the Technical Specifications will be rejected and shall be replaced by the Contractor without delay.

4.6 Audit and Inspection of Records. Contractor agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its Services. Contractor will permit City to audit, examine and make excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Agreement, whether funded in whole or in part under this Agreement. Contractor shall maintain such data and records in an accessible location and condition for a period of not less than three years after final payment under this Agreement or until after final audit has been


Agreement, 6

resolved, whichever is later. The State of California or any federal agency having an interest in the subject matter of this Agreement shall have the same rights as conferred upon City by this Section. Contractor shall include the same audit and inspection rights and record retention requirements in all subcontracts.

5 TECHNICAL SPECIFICATIONS

5.1 Fabrication. The meters/Paystations procured under this contract shall be fabricated and guaranteed in accordance with the Technical Specifications of the Conformed Contract Documents

5.2 Omission. Notwithstanding technical specifications, or other data provided by the SFMTA Project Manager / Representative, the Contractor shall have the responsibility of supplying all parts and details required to make the parking meter/Paystation complete and ready for service even though such details may not be specifically mentioned in the specifications. Items that are installed by SFMTA shall not be the responsibility of the Contractor unless they are included in this contract or should have been installed by the Contractor.

5.3 Priority, In the event of any deviation between the description of the parking meters/Paystations in the Technical Specifications and in any other provision of the Contract or the Contractor's Proposal, the Technical Specifications shall govern.

5.4 Responsibility for Materials/Accessories. The Contractor shall be responsible for all materials and workmanship in the construction of the parking meters/Paystations and all accessories used, whether the same are manufactured by the Contractor or purchased from a subcontractor. This provision excludes equipment leased or supplied by SFMTA, except insofar as such equipment is damaged by the failure of a part or component for which the Contractor is responsible, or except insofar as the damage to such equipment is caused by the Contractor during the manufacture of the coaches.

6 SINGLE-SPACE METER MECHANISMS [PAYSTATIONS]

6.1 Deliverables. Contractor shall provide approximately 25,000 fully electronic, credit card enabled single-space Meter Mechanisms [300 Paystations] and related components and services according to the Specifications set forth in Appendix __.

6.2 Delivery Schedule. The Meter Mechanisms [Paystations] and other Deliverables shall be provided according to the Delivery Schedule attached as Appendix __, To the extent Contractor requires information from SFMTA in order to produce a Deliverable, Contractor shall provide SFMTA with a list of requested information and the dates such information is required in order for Contractor to comply with the Delivery Schedule. Contractor shall provide SFMTA with the list at least six weeks in advance of the date such information is required.

6.3 Assumption of Risk of Loss. Prior to acceptance by SFMTA, and regardless whether title has passed to the City, the Contractor shall bear risk of loss of the meters/Paystations, including any damage sustained during transportation to the delivery site.

6.4 Acceptance

6.4.1 General Acceptance Criteria, Contractor shall meet the following acceptance criteria for the Meter Mechanisms [Paystations] and related


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Services. A delivered Batch will be considered “Non-Acceptable” if five percent of the single-space meters [__ percent of Paystations] fails any of the conditions listed below. If SFMTA determines a Bbatch to be “Non-Acceptable,” the Contractor shall return the Batch at its expense and provide a compliant Batch.

(a) The delivered meter technology meets the requirements set forth in subsection A of Sections I, II and III of the Technical Specifications

(b) The delivered MMS meets the requirements set forth in subsection A of Sections I, II and III of the Technical Specifications

(c) The transaction feed to the SFMTA Data Warehouse from Vendor’s MMS meets the requirements of Attachment ___ to the Technical Specifications.

(d) The nightly batch file feed to SFMTA’s SFPM meets the requirements of Attachment ___ to the Technical Specifications

(e) The audit vs. actual coin revenue is accurate to 99% (i.e. the MMS “Coin Revenue Audit Report” matches actual revenue collected from parking meter to 99% accuracy)

6.4.2 Commissioning Checklist. SFMTA will use the checklist attached as Appendix __ to test the meters and MMS prior to and during installation. SFMTA may test for any functional meter mechanism and MMS requirement at any time.

7 INTELLECTUAL PROPERTY RIGHTS

7.1 Works for Hire; Ownership of Results. If, in connection with services performed under this Agreement, Contractor or its subcontractors create artwork, copy, posters, billboards, photographs, videotapes, training materials, audio tapes, systems designs, software, reports, diagrams, surveys, source code, computerized database information, or any other original works of authorship specifically for City, such works of authorship shall be works for hire as defined under Title 17 of the United States Code, and all copyrights in such works are the property of the City. If it is ever determined that any works created by Contractor or its subcontractors under this Agreement are not works for hire under U.S. law, Contractor hereby assigns all copyrights to such works to the City, and agrees to provide any material and execute any documents necessary to effectuate such assignment. With the approval of the City, Contractor may retain and use copies of such works for reference and as documentation of its experience and capabilities.

7.2 Licenses Granted

7.2.1 Computerized software and systems. To the extent that software, firmware, systems designs, computerized manuals, training modules, or other such deliverables are not designed specifically for City’s purposes in connection with the Agreement, Contractor grants City a perpetual, non-transferable, license at all locations owned or controlled by City to use all such deliverables, or portions thereof. City shall also be authorized to modify or prepare derivative works of the deliverables and make copies of such deliverables for internal use only. Any such modifications shall become the property of the City unless such modifications are not used


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exclusively for internal purposes. City agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within the deliverable(s) or any related materials or documentation. Contractor hereby warrants that it has title to and/or the authority to grant a license of such deliverables to the City. Upon request, Contractor shall provide to City a copy of the most current version of any source code modified exclusively for the Agency, as well as any and all applicable proprietary materials that are otherwise not furnished under this Agreement, but may become necessary for the long-tem maintenance and operation of the vehicles. In addition, prior to Notice to Proceed, City and Contractor shall negotiate and enter into an escrow agreement whereby the applicable source codes for software that is proprietary to Contractor or its suppliers or subcontractors, including periodic updates of said source codes, and other proprietary materials, are placed in escrow. The source codes placed in escrow shall be on digital media and shall be accompanied by detailed software documentation, including a list of applicable software development tools. The Director shall execute said escrow agreement on behalf of City.

7.2.2 Other Deliverables. Contractor grants City a perpetual, non-exclusive, non-transferable license to use, retain, and reproduce at all locations controlled by SFMTA, for internal use only, all copies (whether in hard copy or electronic format) of drawings, plans, specifications, schematics, studies, reports, memoranda, computation sheets and all other documents that are (i) prepared by Contractor or its subcontractors or suppliers (but not exclusively for City); and (ii) required to be provided to City in connection with this Agreement. Contractor hereby warrants that it has title to and/or the authority to grant a license of such deliverables to the City.

7.2.3 Proprietary Materials. To the extent that the Contractor considers any document or deliverable to be a trade secret or otherwise proprietary, Contractor shall so mark them. SFMTA shall require individuals using such proprietary documents to maintain the confidentiality of the documents, and if necessary, sign a confidentiality agreement regarding use of highly sensitive documents. Alternatively, at SFMTA’s request, documents shall be placed in escrow, along with source codes, as described in subsection 2.a above. Contractor shall hold the City harmless from and defend the City against all claims, suits or other proceedings instituted against the City for copyright infringement, misuse or misappropriation of a trade secret, or for access to the documents or deliverables under the City’s Sunshine Ordinance or the California Public Records Act. Contractor will pay the costs and damages awarded in any such action or proceeding, or the cost of settling such action or proceeding, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the equipment or other deliverables constitutes infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement.

8 NONDISCLOSURE OF PRIVATE, PROPRIETARY OR CONFIDENTIAL INFORMATION

8.1 If this Agreement requires City to disclose "Private Information" to Contractor within the meaning of San Francisco Administrative Code Chapter 12M, Contractor shall use such information only in accordance with the restrictions


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stated in this Agreement and as necessary in performing the Work. The provisions of Chapter 12M, including but not limited to the penalties for noncompliance provided in such Chapter, are incorporated by this reference and made part of this Agreement as though fully set forth herein.

8.2 In the performance of this Agreement, Contractor may have access to City's proprietary or confidential information, the disclosure of which to third parties may damage City. If City discloses proprietary or confidential information to Contractor, such information must be held by Contractor in confidence and used only in performing the Agreement. Contractor shall exercise the same standard of care to protect such information as a reasonably prudent contractor would use to protect its own proprietary or confidential information.

9 LIABILITY OF THE PARTIES

9.1 Liability of City. CITY’S PAYMENT OBLIGATIONS UNDER THIS CONTRACT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN SECTION __ OF THIS AGREEMENT, AS AMENDED BY CONTRACT MODIFICATIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT.

9.2 Liability for Use of Equipment. City shall not be liable for any damage to persons or property as a result of the use, misuse or failure of any equipment used by Contractor, or any of its subcontractors, or by any of their employees, even though such equipment is furnished, rented or loaned by City.

9.3 Liability for Incidental and Consequential Damages. Contractor shall be responsible for incidental and consequential damages resulting in whole or in part from Contractor’s acts or omissions.

10 LIQUIDATED DAMAGES; CREDIT ASSESSMENTS; DELAY

10.1 LD Schedule. The Schedule of Liquidated Damages (LDs) can be found in Appendix __ . The LDs are in addition to Credit Assessments and any other damages that are recoverable by the City and specified elsewhere in the Contract documents.

10.2 Credit Assessments. The Schedule of Credit Assessments can be found in Appendix ___.

10.3 Unavoidable Delay. An Unavoidable Delay is an interruption of the work beyond the control of the Contractor, which the Contractor could not have avoided by the exercise of care, prudence, foresight, and diligence. Such delays include and are limited to acts of God; floods; windstorms; tornadoes; wars; riots; insurrections; epidemics; quarantine restrictions; strikes and lockouts; freight embargoes; acts of a governmental agency; priorities or privileges established for the manufacture, assembly, or allotment of materials by order, decree, or otherwise of the United States or by any department, bureau, commission, committee, agent, or administrator of any legally constituted public authority; changes in the work ordered by the City insofar as they necessarily require additional time in which to complete the entire work; the prevention by the City of the Contractor's


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commencing or prosecuting the work. The duration of said Unavoidable Delays shall be limited to the extent that the commencement, prosecution, and completion of the work are delayed thereby, as determined by the City.

10.4 Notification of Delay. The Contractor shall notify SFMTA as soon as the Contractor has, or should have, knowledge that an event has occurred that will delay deliveries. Within five calendar days, the Contractor shall confirm such notice in writing, furnishing as much detail as is available.

10.5 Request for Extension of Time. The Contractor agrees to supply, as soon as such data are available, any reasonable proof that is required by SFMTA to make a decision on any request for extension. SFMTA shall examine the request and any documents supplied by the Contractor and shall determine if the Contractor is entitled to an extension of time and the duration of such extension. SFMTA shall notify the Contractor of its decision in writing. The granting of an extension of time because of Unavoidable Delays shall in no way operate as a waiver on the part of the City of the right to collect liquidated damages for other delays or of any other rights to which the City is entitled.

11 PAYMENT OF TAXES AND OTHER GOVERNMENTAL CHARGES The City will reimburse the Contractor for any levied sales tax on articles purchased by the City under this Agreement. However, if the Contractor cannot be authorized to collect and pay the sales taxes to the State of California, then the City will pay the sales tax directly to the State. Contractor shall be solely responsible for any penalties, interest or fees assessed as a result of late or erroneous payment of such taxes. The City warrants that it is a public entity exempt from certain federal excise taxes and in connection therewith that it has obtained a federal excise tax exemption certificate. Contractor will pay all other taxes, licenses, imposts, duties, and all other governmental charges of any type whatsoever.

12 BONDS

12.1 The Contractor shall maintain at its own expense, and furnish to City, within 20 days following the receipt of a notice of tentative award of the Contract, corporate surety bonds, as follows:

12.1.1 A Performance Bond in the amount of $3,000,000 to guarantee Contractor’s faithful performance of all obligations regarding the single-space meters to be furnished under the Contract.

12.1.2 A Performance Bond in the amount of $1,000,000 to guarantee Contractor's faithful performance of all obligations regarding the Paystations to be furnished under the Contract.

12.1.3 A Performance Bond in the amount of $1,000,000 to guarantee Contractor's faithful performance of all obligations regarding the Services to be furnished under the Contract

12.2 The corporate surety on these bonds must be legally authorized to engage in the business of furnishing surety bonds in the State of California. All sureties, bond coverage forms, and requests for changes to the bonding requirements must be approved by the City’s Risk Manager. During the period covered by the Contract, if the surety on these bonds shall, in the opinion of the City’s Risk Manager, become insolvent or unable to pay promptly the amount of such bonds to the extent to which surety might be liable, the Contractor, within 30 days after notice given by the City to the Contractor, shall by supplemental bonds or otherwise


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substitute another and sufficient surety approved by the Risk Manager in place of the surety becoming insolvent or unable to pay. If the Contractor fails within such 30-day period to substitute another and sufficient surety, the Contractor shall, if the City so elects, be deemed to be in default in the performance of its obligations hereunder, and the City, in addition to any and all other remedies, may terminate the Contract or bring any proper suit or proceeding against the Contractor and the surety, or may deduct from any monies then due or which thereafter may become due to Contractor under the Contract the amount for which the surety, insolvent or unable to pay as aforesaid, is obligated on the bonds, and the monies so deducted shall be held by the City as collateral security for the performance of the conditions of the bonds.

13 LETTER OF CREDIT

13.1 As an alternative to furnishing the performance bond(s) under Section 12, Contractor may submit one or more letters of credit that comply with the requirements set forth below.

13.2 Any and all letters of credit issued pursuant to this Agreement shall be obtained from a national or California bank with at least a Moody’s A rating and having at least one branch office within the City and County of San Francisco. The letter of credit shall be a confirmed, clean irrevocable letter of credit in favor of the City and County of San Francisco, a municipal corporation. The letter of credit shall have an original term of one year, with automatic extensions of the principal amount throughout the term of the contract, or until released by the City. The letter of credit shall provide that payment of the entire face amount of the letter of credit, or any portion thereof, shall be made to the City and County of San Francisco, upon presentation of a written demand to the bank signed by the General Manager on behalf of the City and County of San Francisco. The letter of credit shall constitute a security deposit guaranteeing all progress payments for which the letter of credit is issued.

13.3 If Contractor defaults with respect to any provision of this Agreement, City may, but shall not be required to, make its demand under the letter of credit for all or any portion thereof to compensate City for any loss of progress payments, which City may have incurred by reason of Contractor’s default. City shall present its written demand to the bank for payment under the letter of credit only after City shall have made its demand for payment directly to Contractor, and five full business days have elapsed without Contractor having made payment to City or otherwise cured the default. City need not terminate this Agreement in order to receive compensation for its damages. If any portion of a letter of credit is so used or applied, Contractor, within 10 business days after written demand therefore, shall reinstate the letter of credit to its original amount; Contractor’s failure to do so shall be a material breach of this Agreement.

13.4 Any letter of credit issued hereunder shall provide for 60 days notice by the bank to City in the event of non-extension of the letter of credit; in that event, Contractor shall replace the letter of credit at least 10 business days prior to its expiration. If Contractor fails to do so, City shall be entitled to present its written demand for payment of the entire face amount of the letter of credit. Any amounts so received by City shall be returned to Contractor upon replacement of the letter of credit.

13.5 If City receives any payments from the aforementioned bank under the letter of credit by reason of having made a wrongful or excessive demand for payment, City shall return to Contractor the amount by which City’s total receipts from Contractor and from the bank under the letter of credit exceeds the amount to


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which City rightfully is entitled, together with interest thereon at the legal rate of interest, but City shall not otherwise be liable to Contractor for any damages or penalties.

14 INSURANCE

14.1 Insurance. Without in any way limiting Contractor’s liability pursuant to the “Indemnification” section of this Agreement, Contractor must maintain in force, during the full term of the Agreement, insurance in the following amounts and coverages:

14.1.1 Workers’ Compensation, in statutory amounts, with Employers’ Liability Limits not less than $1,000,000 each accident, injury, or illness; and

14.1.2 Commercial General Liability Insurance with limits not less than $1,000,000 each occurrence and $2,000,000 general aggregate for Bodily Injury and Property Damage, including Contractual Liability, Personal Injury, Products and Completed Operations; and

14.1.3 Commercial Automobile Liability Insurance with limits not less than $5,000,000 each occurrence Combined Single Limit for Bodily Injury and Property Damage, including Owned, Non-Owned and Hired auto coverage, as applicable.

14.1.4 Technology Errors and Omissions Liability Insurance with limits of not less than $1,000,000 each claim in connection with the services to be provided under this Agreement.

14.1.5 A blanket fidelity bond or Crime Policy covering theft, dishonesty, forgery or alteration and computer fraud in an amount of not less than $1,000,000, including the City as additional obligee or loss payee as its interest may appear

14.2 Commercial General Liability and Commercial Automobile Liability Insurance policies must be endorsed to:

14.2.1 Name as an Additional Insured the City and County of San Francisco, its Officers, Agents, and Employees.

14.2.2 Provide that such policies are primary insurance to any other insurance available to the Additional Insureds, with respect to any claims arising out of this Agreement, and that insurance applies separately to each insured against whom claim is made or suit is brought.

14.3 All policies shall be endorsed to provide 30 days’ advance written notice to the City of cancellation for any reason, intended non-renewal, or reduction in coverages. Notices shall be sent to the City address set forth in Section ___ entitled “Notices to the Parties.”

14.4 Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this Agreement and, without lapse, for a period of three years beyond the expiration of this Agreement, to the effect that, should occurrences during the contract term give rise to claims made after expiration of the Agreement, such claims shall be covered by such claims-made policies.


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14.5 Should any required insurance lapse during the term of this Agreement, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this Agreement, effective as of the lapse date. If insurance is not reinstated, the City may, at its sole option, terminate this Agreement effective on the date of such lapse of insurance.

14.6 Before commencing any Services, Contractor shall furnish to City certificates of insurance and additional insured policy endorsements with insurers with ratings comparable to A-, VIII or higher, that are authorized to do business in the State of California, and that are satisfactory to City, in form evidencing all coverages set forth above. Approval of the insurance by City shall not relieve or decrease Contractor's liability hereunder.

14.7 The Workers’ Compensation policy(ies) shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors.

14.8 If Contractor will use any subcontractor(s) to provide Services, Contractor shall require the subcontractor(s) to provide all necessary insurance and to name the City and County of San Francisco, its officers, agents and employees and the Contractor as additional insureds.

15 INDEMNIFICATION.

15.1 General. Contractor shall indemnify and hold harmless City and its officers, agents and employees from, and, if requested, shall defend them from and against any and all claims, demands, losses, damages, costs, expenses, and liability (legal, contractual, or otherwise) arising from or in any way connected with any: (i) injury to or death of a person, including employees of City or Contractor; (ii) loss of or damage to property; (iii) violation of local, state, or federal common law, statute or regulation, including but not limited to disability and labor laws or regulations; (iv) strict liability imposed by any law or regulation. or (v) losses arising from Contractor's execution of subcontracts not in accordance with the requirements of this Agreement applicable to subcontractors; so long as such injury, violation, loss, or strict liability (as set forth in subsections (i) – (v) above) arises directly or indirectly from Contractor’s performance of this Agreement, including, but not limited to, Contractor’s use of facilities or equipment provided by City or others, regardless of the negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on City, except to the extent that such indemnity is void or otherwise unenforceable under applicable law, and except where such loss, damage, injury, liability or claim is the result of the active negligence or willful misconduct of City and is not contributed to by any act of, or by any omission to perform some duty imposed by law or agreement on Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs and City’s costs of investigating any claims against the City.

15.2 Duty to Defend. In addition to Contractor’s obligation to indemnify City, Contractor specifically acknowledges and agrees that it has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligation arises at the time such claim is tendered to Contractor by City and continues at all times thereafter.


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15.3 Intellectual Property. Contractor shall indemnify and hold City harmless from all loss and liability, including attorneys’ fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons arising directly or indirectly from the receipt by City, or any of its officers or agents, of Contractor's Services.

16 TERMINATION AND DEFAULT

16.1 Termination for Convenience

16.1.1 City shall have the option, in its sole discretion, to terminate this Agreement, at any time during the term hereof, for convenience and without cause. City shall exercise this option by giving Contractor written notice of termination. The notice shall specify the date on which termination shall become effective.

16.1.2 Upon receipt of the notice of termination, Contractor shall commence and perform, with diligence, all actions necessary on the part of Contractor to effect the termination of this Agreement on the date specified by City and to minimize the liability of Contractor and City to third parties as a result of termination. All such actions shall be subject to the prior approval of City. Such actions shall include, without limitation:

(a) Halting the performance of all Work under this Agreement on the date(s) and in the manner specified by City.

(b) Terminating all existing orders and subcontracts, and not placing any further orders or subcontracts for materials, Services, equipment or other items.

(c) At City’s direction, assigning to City any or all of Contractor’s right, title, and interest under the orders and subcontracts terminated. Upon such assignment, City shall have the right, in its sole discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.

(d) Subject to City’s approval, settling all outstanding liabilities and all claims arising out of the termination of orders and subcontracts.

(e) Completing performance of any Work that City designates to be completed prior to the date of termination specified by City.

(f) Transferring title to City and delivering in the manner, at the times, and to the extent, if any, directed by the City the fabricated or un-fabricated parts, work in process, completed work, supplies, and other material produced as part of, or acquired in connection with the performance of the work terminated, and the completed or partially completed plans, drawings, information and other property which, if the contract had been completed, would have been required to be furnished to City

(g) Using its best efforts to sell, in the manner, at the times, to the extent, and at the price(s) directed or authorized by the City, any property of the types referred to above; provided, however, that the Contractor shall not be required to extend credit to any purchaser,


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and may acquire any such property under the conditions prescribed by and at a price(s) approved by the City; and provided further that the proceeds of any such transfer or disposition shall be applied in reduction of any payments to be made by City to the Contractor under this Contract or shall otherwise be credited to the price or cost of the work covered by this contract or paid in such other manner as the City may direct;

(h) Taking such action as may be necessary, or as the City may direct, for the protection and preservation of any property related to this Agreement which is in the possession of Contractor and in which City has or may acquire an interest.

16.1.3 Within 30 days after the specified termination date, Contractor shall submit to City an invoice, which shall set forth each of the following as a separate line item:

(a) The cost to Contractor for all Deliverables completed and accepted prior to the specified termination date, for which Deliverables City has not already tendered payment. Contractor may also recover the reasonable cost of preparing the invoice.

(b) The reasonable cost to Contractor of handling material or equipment returned to the vendor, delivered to the City or otherwise disposed of as directed by the City.

(c) A deduction for the cost of materials to be retained by Contractor, amounts realized from the sale of materials and not otherwise recovered by or credited to City, and any other appropriate credits to City against the cost of the Deliverables.

16.1.4 In no event shall City be liable for costs incurred by Contractor or any of its subcontractors after the termination date specified by City, except for those costs specifically enumerated and described in Section 15.1.3. Such non-recoverable costs include, but are not limited to, anticipated profits on the Work under this Agreement, post-termination employee salaries, post-termination administrative expenses, post-termination overhead or unabsorbed overhead, attorneys’ fees or other costs relating to the prosecution of a claim or lawsuit, prejudgment interest, or any other expense which is not reasonable or authorized under Section 15.1.3.

16.1.5 In arriving at the amount due to Contractor under this Section, City may deduct: (1) all payments previously made by City for Deliverables covered by Contractor’s final invoice; (2) any claim which City may have against Contractor in connection with this Agreement; (3) any invoiced costs or expenses excluded pursuant to the immediately preceding subsection 15.1.3; and (4) in instances in which, in the opinion of the City, the cost of any Work performed under this Agreement is excessively high due to costs incurred to remedy or replace defective or rejected Services, the difference between the invoiced amount and City’s estimate of the reasonable cost of performing the invoiced Services in compliance with the requirements of this Agreement.

16.1.6 City’s payment obligation under this Section shall survive termination of this Agreement.


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16.2 Default; Remedies

16.2.1 Each of the following shall constitute an immediate event of default (“Event of Default”) under this Agreement:

(a) Contractor fails or refuses to perform or observe any term, covenant or condition contained in any of the following Sections of this Agreement:

(b) Contractor fails or refuses to perform or observe any other term, covenant or condition contained in this Agreement, including any obligation imposed by ordinance or statute and incorporated by reference herein, and such default continues for a period of ten days after written notice thereof from City to Contractor.

(c) Contractor (i) is generally not paying its debts as they become due; (ii) files, or consents by answer or otherwise to the filing against it of a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction; (iii) makes an assignment for the benefit of its creditors; (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers of Contractor or of any substantial part of Contractor’s property; or (v) takes action for the purpose of any of the foregoing.

(d) A court or government authority enters an order (a) appointing a custodian, receiver, trustee or other officer with similar powers with respect to Contractor or with respect to any substantial part of Contractor’s property, (b) constituting an order for relief or approving a petition for relief or reorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency or other debtors’ relief law of any jurisdiction or (c) ordering the dissolution, winding-up or liquidation of Contractor.

16.2.2 On and after any Event of Default, City shall have the right to exercise its legal and equitable remedies, including, without limitation, the right to terminate this Agreement or to seek specific performance of all or any part of this Agreement. In addition, where applicable, City shall have the right (but no obligation) to cure (or cause to be cured) on behalf of Contractor any Event of Default; Contractor shall pay to City on demand all costs and expenses incurred by City in effecting such cure, with interest thereon from the date of incurrence at the maximum rate then permitted by law. City shall have the right to offset from any amounts due to Contractor under this Agreement or any other agreement between City and Contractor: (i) all damages, losses, costs or expenses incurred by City as a result of an Event of Default; and (ii) any liquidated damages levied upon Contractor pursuant to the terms of this Agreement; and (iii), any damages imposed by

Submitting False Claims. Payment of Taxes Assignment Nondisclosure of Private, Proprietary or

Confidential Information Insurance and Indemnity Compliance with Laws


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any ordinance or statute that is incorporated into this Agreement by reference, or into any other agreement with the City.

16.2.3 All remedies provided for in this Agreement may be exercised individually or in combination with any other remedy available hereunder or under applicable laws, rules and regulations. The exercise of any remedy shall not preclude or in any way be deemed to waive any other remedy. Nothing in this Agreement shall constitute a waiver or limitation of any rights that City may have under applicable law.

16.2.4 Any notice of default must be sent by registered mail to the address set forth in Article ___.

16.3 Non-Waiver of Rights. The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.

16.4 Rights and Duties upon Termination or Expiration

16.4.1 This Section and the following Sections of this Agreement listed below, shall survive termination or expiration of this Agreement:

Payment Limited to Satisfactory Services

Payment Obligation Ownership of Results

Disallowance Works for Hire Submitting False Claims Audit and Inspection of Records

Nondisclosure of Private Information and City's Proprietary or Confidential Information

Insurance and Indemnity Agreement Made in California; Venue

Incidental and Consequential Damages

Construction

Liability of City Entire Agreement Payment of Taxes Severability

16.4.2 Subject to the survival of the Sections identified in Section 16.4.1, if this Agreement is terminated prior to expiration of the term specified in Section ___, this Agreement shall be of no further force or effect. Contractor shall transfer title to City, and deliver in the manner, at the times, and to the extent, if any, directed by City, any work in progress, completed work, supplies, equipment, and other materials produced as a part of, or acquired in connection with the performance of this Agreement, and any completed or partially completed work which, if this Agreement had been completed, would have been required to be furnished to City.

17 GENERAL REQUIREMENTS

17.1 Contract Made in California; Venue. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. Venue for all litigation relative to the formation, interpretation and performance of this Agreement shall be in San Francisco.

17.2 Non-Waiver of Rights. The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms,


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covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.

17.3 Nondiscrimination; Penalties

17.3.1 Contractor Shall Not Discriminate. In the performance of this Agreement, Contractor agrees not to discriminate on the basis of the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status) against any employee of, any City employee working with, or applicant for employment with Contractor, in any of Contractor’s operations within the United States, or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by Contractor.

17.3.2 Subcontracts. Contractor shall incorporate by reference in all subcontracts the provisions of Sections 12B.2(a), 12B.2(c)-(k) (see Appendix D for 12B Provisions), of the San Francisco Administration Code and section 12C.3 (see Appendix E, section 4 for 12 C Provisions), and shall require all subcontractors to comply with such provisions. Contractor’s failure to comply with the obligations in this subsection shall constitute a material breach of this Agreement.

17.3.3 Non-Discrimination in Benefits. Contractor does not as of the date of this Agreement and will not during the terms of this Agreement, in any of its operations in San Francisco or where the work is being performed for the City or elsewhere within the United States, discriminate in the provision of bereavement leave, family medical leave, health benefits, membership or membership discounts, moving expenses, pension and retirement benefits or travel benefits, as well as any benefits other than the benefits specified above, between employees with domestic partners and employees with spouses and/or between the domestic partners and spouses of such employees, where the domestic partnership has been registered with a governmental entity pursuant to state or local law authorizing such registration, subject to the conditions set forth in section 1, 4-B. of Appendix D for 12B Provisions, 12B.2(b) of the San Francisco Administrative Code.

17.3.4 Condition to Contract. As a condition to this Agreement, Contractor shall execute the “Chapter 12B Declaration: Nondiscrimination in Contracts and Benefits” form (Form HRC - 12B - 101, see Appendix A) with supporting documentation (see www.SFHRC.org) and secure the approval of the form by the San Francisco Human Rights Commission after submitting SFMTA with the Price Proposal.

17.3.5 Incorporation of Administrative Code Provisions by Reference. The provisions of Chapters 12B of the San Francisco Administrative Code are incorporated in this Section by reference and made a part of this Agreement as through fully set forth herein. Contractor shall comply fully with and be bound by all of the provisions that apply to this Agreement under such Chapters of the Administrative Code, including but not limited to the remedies provided in such Chapters. Without limiting the foregoing, Contractor understands that pursuant to Section 12B.2(h) (see Appendix D) of the San Francisco Administrative Code, a penalty of $50 for each person


Agreement, 19

for each calendar day during which such person was discriminated against in violation of the provisions of this Agreement may be assessed against Contractor and/or deducted from any payments due Contractor.

17.4 Assignment/Subcontractors. This Contract may not be assigned without the express written consent of the City. The City’s consent shall be by resolution of the Board of Directors of Agency, and shall not be unreasonably withheld; however, no assignment shall be approved unless it appears to the Agency that the proposed assignee is in every way equally reliable and responsible and fully able to perform the portion of the work covered by the proposed assignment, and to complete said work in accordance with the specifications. No transfer or assignment of this Contract, or any interest hereunder, shall release Contractor from its obligations hereunder.

All persons engaged as subcontractors or suppliers will be considered by the City as if they were employees of the Contractor, and thus the Contractor will be held responsible for the subcontractors’ or suppliers’ work, which shall be subject to the provisions of this Contract.

17.5 Qualified Personnel. Work under this Agreement shall be performed only by competent personnel under the supervision of and in the employment of Contractor. Contractor will comply with City’s reasonable requests regarding assignment of personnel, but all personnel, including those assigned at City’s request, must be supervised by Contractor. Contractor shall commit adequate resources to complete the project within the project schedule specified in this Agreement.

17.6 Notices to Parties. Unless otherwise indicated elsewhere in this Agreement, all written communications sent by the parties may be by U.S. mail, e-mail or by fax, and shall be addressed as follows:

To City: Lorraine R. Fuqua Contract Administrator San Francisco Municipal Transportation Agency 1 So. Van Ness Avenue, 8th Floor San Francisco, CA 94103 415.701.4678 / [email protected]

To Contractor:

[insert name of contractor, mailing address, e-mail address and fax number]

Any notice of default must be sent by registered mail. 17.7 Non-Collusion. By submitting a proposal, the Proposer represents and warrants

that such proposal is genuine and not sham or collusive or made in the interest or on behalf of any person not therein named, and that the Proposer has not, directly or indirectly, induced or solicited any other Proposer to submit a sham proposal, or any other person, firm, or corporation to refrain from proposing, and that the Proposer has not in any manner sought by collusion to secure to the Proposer an advantage over any other Proposer. If at any time it shall be found that the person, firm, or corporation to whom a contract has been awarded has, in presenting any proposal or proposals, colluded with any other party or parties, then the contract so awarded shall be null and void and the Contractor and its surety shall be liable to the City for all loss or damage which the City may suffer thereby; and the City may advertise for a new contract for said equipment.


Agreement, 20

17.8 Conflict of Interest. Through its execution of this Agreement, Contractor acknowledges that it is familiar with the provision of Section 15.103 of the City's Charter, Article III, Chapter 2 of City's Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts which constitutes a violation of said provisions and agrees that it will immediately notify the City if it becomes aware of any such fact during the term of this Agreement.

17.9 MacBride Principles -- Northern Ireland . The City urges companies doing business in Northern Ireland to move towards resolving employment inequities, and encourages such companies to abide by the MacBride Principles. The City urges San Francisco companies to do business with corporations that abide by the MacBride Principles.

17.10 Drug-Free Workplace Policy. Contractor acknowledges that pursuant to the Federal Drug-Free Workplace Act of 1989, the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited on City premises. Contractor agrees that any violation of this prohibition by Contractor or its employees, agents or assigns shall be deemed a material breach of contract.

17.11 Compliance with Americans with Disabilities Act. Contractor acknowledges that, pursuant to the Americans with Disabilities Act (ADA), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor, must be accessible to the disabled public. Contractor shall provide the services specified in this Agreement in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation. Contractor agrees not to discriminate against disabled persons in the provision of services, benefits or activities provided under this Agreement and further agrees that any violation of this prohibition on the part of Contractor, its employees, agents or assigns will constitute a material breach of this Agreement

17.12 First Source Hiring Program. Contractor shall comply with all of the provisions of the First Source Hiring Program, Chapter 83 of the San Francisco Administrative Code, that apply to this Agreement, including but not limited to the remedies for noncompliance provided therein, The provisions of Chapter 83 are incorporated herein by this reference, and made part of this Agreement as though fully set forth herein.

17.13 Authority of the SFMTA Project Manager / Representative. Subject to the provisions of Section 4.M of this Agreement, the SFMTA Project Manager / Representative shall decide all questions which may arise as to the quality or acceptability of materials furnished and work performed and as to the manner of performance and rate of progress of the work; all questions which may arise as to the acceptable fulfillment of the Contract on the part of the Contractor; and all questions as to compensation. In discharging the responsibilities outlined above, the SFMTA Project Manager / Representative shall at all times act fairly and reasonably. Any appeal of the SFMTA Project Manager / Representative’s decisions shall be in accordance with the provisions of Section __ of this Agreement. As with any claim, change, extra or additional work, Contractor shall be paid in accordance with the payment provisions of this Contract when the dispute is finally resolved. Should any questions arise as to the meaning and intent of the Contract, the matter shall be referred to the SFMTA Project Manager / Representative, who, in consultation with other City representatives, as applicable, and with input from the Contractor, shall decide


Agreement, 21

the true meaning and intent of the Contract. The SFMTA Project Manager / Representative’s decision in this regard shall be administratively final and conclusive.

17.14 Responsibility for Equipment. City shall not be responsible for any damage to persons or property as a result of the use, misuse, or failure of any equipment used by the Contractor, or by any of its employees, even though such equipment be furnished, rented, or loaned to Contractor by City. The acceptance or use of such equipment by Contractor or any of its employees shall be construed to mean that Contractor accepts full responsibility for and agrees to exonerate, indemnify, defend, and save harmless City from and against any and all claims for any damage or injury of any type arising from the use, misuse, or failure of such equipment, whether such damage be to the contractor, its employees, City employees, or third parties, or to property belonging to any of the above.

17.15 Independent Contractor; Payment of Employment Taxes and Other Expenses

17.15.1 Independent Contractor. For the purposes of this Article 4, "Contractor" shall be deemed to include not only Contractor, but also any agent or employee of Contractor. Contractor acknowledges and agrees that at all times, it is an independent contractor and is wholly responsible for the manner in which it performs the Services. Contractor shall not have employee status with City, nor be entitled to participate in any plans, arrangements, or distributions by City pertaining to or in connection with any retirement, health or other benefits that City may offer its employees. Contractor is liable for the acts and omissions of itself, its employees and its agents and is responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, unemployment compensation, insurance, and other similar responsibilities related to Contractor’s Services. Nothing in this Agreement shall be construed as creating an employment or agency relationship between City and Contractor. Any terms in this Agreement referring to direction from City shall be construed as providing for direction as to policy and the result of Contractor’s work only, and not as to the means by which such a result is obtained. City does not retain the right to control the means or the method by which Contractor performs the Services.

17.15.2 Payment of Employment Taxes and Other Expenses. Should City, in its discretion, or a relevant taxing authority such as the Internal Revenue Service or the State Employment Development Division, or both, determine that Contractor is an employee for purposes of collection of any employment taxes, the amounts payable under this Agreement shall be reduced by amounts equal to both the employee and employer portions of the tax due (and offsetting any credits for amounts already paid by Contractor which can be applied against this liability). City shall then forward those amounts to the relevant taxing authority. Should a relevant taxing authority determine a liability for past Services, upon notification of such fact by City, Contractor shall promptly remit such amount due or arrange with City to have the amount due withheld from future payments to Contractor under this Agreement. A determination of employment status pursuant to the preceding paragraphs shall be solely for the purposes of the particular tax in question, and for all other purposes of this Agreement,


Agreement, 22

Contractor shall not be considered an employee of City. Notwithstanding the foregoing, should any court, arbitrator, or administrative authority determine that Contractor is an employee for any other purpose, then Contractor agrees to a reduction in City’s payment obligation so that City’s total expenses under this Agreement are not greater than they would have been had the court, arbitrator, or administrative authority determined that Contractor was not an employee. In the event the Agreement has expired, Contractor agrees to pay the City the amounts assessed so that the City's financial obligations are no greater than the total not-to-exceed amount stated in this Agreement. City may offset the amount from any payment due or to become due to Contractor under this or any other Agreement with the City.

17.16 Sunshine Ordinance. Contractor acknowledges that this Agreement and all records related to its formation, Contractor's performance of Services, and City's payment are subject to the California Public Records Act, (California Government Code §6250 et. seq.), and the San Francisco Sunshine Ordinance (San Francisco Administrative Code Chapter 67). Such records are subject to public inspection and copying unless exempt from disclosure under federal, state or local law.

17.17 Compliance with Laws. Contractor shall keep itself fully informed of the City’s Charter, codes, ordinances and regulations of the City and of all state, and federal laws in any manner affecting the performance of this Agreement, and must at all times comply with such local codes, ordinances, and regulations and all applicable state and federal laws, as they may be amended from time to time.

17.18 Time. Time is of the essence in this Agreement.

17.19 Resource Conservation. Chapter 5 of the San Francisco Environment Code (“Resource Conservation”) is incorporated herein by reference. Failure by Contractor to comply with any of the applicable requirements of Chapter 5 will be deemed a material breach of contract.

17.20 Articles Not to be Prison Made. No parking meter, Paystation or other equipment furnished under this Contract shall have been made in a prison or by convict labor.

17.21 Limitations on Contributions. By executing this Agreement, Contractor acknowledges that it is familiar with section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, or for a grant, loan or loan guarantee, from making any campaign contribution to (1) an individual holding a City elective office if the contract must be approved by the individual, a board on which that individual serves, or the board of a state agency on which an appointee of that individual serves, (2) a candidate for the office held by such individual, or (3) a committee controlled by such individual, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or six months after the date the contract is approved. The prohibition on contributions applies to each prospective party to the contract; each member of Contractor’s board of directors; Contractor’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 20 percent in Contractor; any subcontractor listed in the bid or contract; and any committee that


Agreement, 23

is sponsored or controlled by Contractor. Contractor must inform each such person of the limitation on contributions imposed by Section 1.126 and provide the names of the persons required to be informed to City

17.22 Prohibition on Use of Public Funds for Political Activity. In performing the Work, Contractor shall comply with San Francisco Administrative Code Chapter 12.G, which prohibits funds appropriated by the City for this Agreement from being expended to participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure. The provisions of Chapter 12.G , including but not limited to the penalties for noncompliance provided therein, are incorporated by reference and made a part of this Agreement as though fully set forth herein.

17.23 Section Headings. The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this contract.

17.24 Severability. Should the application of any provision of this Agreement to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the validity of other provisions of this Agreement shall not be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.

17.25 Modification of this Agreement. This Agreement may not be modified, nor may compliance with any of its terms be waived, except by written instrument executed and approved as required under law.

17.26 Entire Agreement. This Contract sets forth the entire agreement between the parties, and supersedes all other oral or written provisions. No change or waiver of any provision hereof shall be valid unless made in writing and executed as required under City law.

Agreement, 24

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first mentioned above.

CITY CONTRACTOR

MUNICIPAL TRANSPORTATION AGENCY

Edward D. Reiskin Director of Transportation

I have read and understood Sec. 4.17.9. -J (V, General Agreement), the City’s statement urging companies doing business in Northern Ireland to move towards resolving employment inequities, encouraging compliance with the MacBride Principles, and urging San Francisco companies to do business with corporations that abide by the MacBride Principles.

MUNICIPAL TRANSPORTATION AGENCY BOARD OF DIRECTORS RESOLUTION NO. Dated: ATTEST: Roberta Boomer, Secretary

Signature Name Typed or Printed Title Telephone Number Employer I.D. Number

Approved as to form: Dennis J. Herrera, City Attorney

by: Robin M. Reitzes, Deputy City Attorney

Address

City State Zip

BOARD OF SUPERVISORS RESOLUTION NO. Dated: ATTEST: Angela Cavillo, Clerk of the Board

APPENDIX ____

DELIVERY SCHEDULE Deliverable Time of Delivery Merchant account setup Four weeks prior to delivery of first Batch of

Meter Mechanisms Installation of the MMS and other related infrastructure

Two weeks prior to delivery of first Batch of Meter Mechanisms

Training and all appropriate manuals Two weeks prior to delivery of first Batch of Meter Mechanisms

Spare Parts Two weeks prior to delivery of first Batch of Meter Mechanisms

Current SFMTA Smart Card functionality No later than 120 days after NTP *First Batch of 1,000 Meter Mechanisms [20 Paystations]

120 Days from NTP

Subsequent Batches of 1,500 Meter Mechanisms each [50 Paystations each]

Every two weeks after delivery of first Batch

*SFMTA will not accept the delivery of the first Batch of Meter Mechanisms [Paystations] until all other items are delivered and accepted.

APPENDIX __

METER COMMISSIONING CHECKLIST

1) Meter Mechanism shall not be damaged during shipment. 2) Battery voltage and condition shall meet the minimum voltage requirements

for a new battery pack. 3) Coins (5¢, 10¢, 25¢, $1) shall be accepted and record the proper amount of

time when deposited. 4) Non-authorized coins shall not register any amount of time. 5) The card reader shall recognize the insertion of a valid credit or smart card. 6) NFC card reader functionality shall work as described in the Technical

Specifications. 7) The automated mechanism configuration download shall work as described

in the Technical Specifications. 8) The Meter Mechanism location id and serial # shall be part of the MMS

inventory. 9) The Meter Mechanism programming profile is accurate for its assigned

location id. 10) The Keypad shall work properly. 11) The Meter Mechanism shall register jams. 12) The Meter Mechanism LEDs shall work properly. 13) The Meter Mechanism stickers shall be properly applied. 14) The Meter Mechanism communications channels shall work properly. 15) The Meter Mechanism shall display proper the date and time. 16) The Meter Mechanism backlight shall operate properly. 17) The Meter Mechanism shall have the ability to add time without using the coin

and/or register in the audit records.

Paystation Commissioning Checklist

1) Paystation shall not be damaged during shipment. 2) Battery voltages and condition shall meet the minimum voltage requirements for

a new battery. 3) Coins (5¢, 10¢, 25¢, $1) shall be accepted and give proper time. 4) Non authorized coins shall be rejected/returned. 5) The card reader shall recognize insertion of valid credit or smart card. 6) NFC card reader functionality shall work as described in the Technical

Specifications. 7) Automated configuration download shall work as described in the Technical

Specifications. 8) Paystation’s location id, associated spaces and serial number shall be part of the

MMS inventory. 9) Paystation programing profile is accurate for its assigned location id. 10) Keypad shall work properly. 11) Paystation shall register jams. 12) All Paystation LEDs shall work properly. 13) All appropriate stickers shall be properly applied. 14) All Paystation communications channels shall work properly. 15) All Paystation doors shall be aligned and sealed properly to not allow a gap. 16) Paystation doors and locks shall open and close smoothly. 17) Paystation shall display proper date and time. 18) Paystation’s backlight shall operate properly. 19) Paystation’s visual enforcement indication shall work properly. 20) Paystation’s add-time function shall work as described in the Technical

Specifications. 21) Paystations shall have the ability to add time without using the coin and/or

register in the audit records.

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Appendix D

Attestation of Compliance on Communication Prior to Contract Award

To be completed by all Proposing Firms and All Individual Subcontractors

(Please check each box, sign this form and submit it with your Proposal.)

Name of individual completing this form: __________________________________________ The form is submitted on behalf of firm: _________________________________________ Title of RFP and RFP No.:

1. I attest that I and all members of the firm listed above will and have complied to

date with Section VI. J of the RFP. Yes

2. I understand that if my firm or any members of the firm listed above are found to be in violation of the Section VI. J of the above RFP, this will disqualify my firm and any Proposal in which my firm is named from further consideration. Yes

I have entered required responses to the above questions to the best of my knowledge and belief.

Signature: _________________________________

Date: _____________________________________

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Appendix E Certification Regarding Debarment, Suspension, and Other Responsibility Matters By signing and submitting its Proposal, the Proposer or proposed subcontractor certifies as follows: (1) ______________________________________________

(Proposer or Proposed Subcontractor Business Name) Certifies to the best of its knowledge and belief that it and its principals: a. Are not presently debarred, suspended, proposed for disbarment, declared

ineligible, or voluntarily excluded from contracting with any federal, state or local governmental department or agency;

b. Have not within a three-year period preceding the date of this Proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) contract; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (1) b. of this certification; and

d. Have not within a three-year period preceding the date of this Proposal had one or more public contracts (federal, state, or local) terminated for cause or default.

(2) Where the firm executing this RFP Appendix E is unable to certify to any of the statements in this certification, such firm shall attach a detailed explanation of facts that prevent such certification.

(3) The certification in this clause is a material representation on fact relied upon by the San Francisco Municipal Transportation Agency (SFMTA).

As the authorized certifying official, I hereby certify that the above-specified certifications are true. Business Name:__________________________________________________________ ________________________________ _______________________________ Authorized Representative Name (print) Authorized Representative Title (print) ________________________________ _______________________________ Authorized Representative Signature Date

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Appendix F Certification Regarding Lobbying

(Proposer or Proposed Subcontractor Business Name) Certifies that it will not and has not paid any person or organization for influencing or attempting to influence a member of the San Francisco Municipal Transportation (“SFMTA”) Agency Board of Directors, or an officer or employee of the SFMTA in connection with the contract to be awarded pursuant to this Request for Proposals, except as expressly authorized in this Request for Proposals. The Proposer or proposed subcontractor submitting this certification shall also disclose the name of any lobbyist registered under Article II of the San Francisco Campaign and Governmental Conduct Code who has made lobbying contacts on its behalf with respect to the contract to be awarded pursuant to this Request for Proposals. This certification is a material representation of fact upon which reliance was placed for the purposes of the SFMTA's evaluation of Proposals and award of a contract pursuant to the Request for Proposals. Submission of this certification is a prerequisite for submitting a Proposal responsive to the Request for Proposals. Following submission of Proposals with this signed certification, any firm who 1) pays any person or organization for influencing or attempting to influence a member of the San Francisco Municipal Transportation Agency Board of Directors, or an officer or employee of the SFMTA in connection with the contract to be awarded pursuant to this Request for Proposals, except as expressly authorized in the RFP, 2) fails to disclose the name of any lobbyist registered under Article II of the San Francisco Campaign and Governmental Conduct Code who has made lobbying contacts on its behalf with respect to the contract to be awarded pursuant to this Request for Proposals, or 3) pays or agrees to pay to any SFMTA employee or official or to any member of the selection panel or other person involved in the making of the contract on behalf of the SFMTA any fee or commission, or any other thing of value contingent on the award of a contract, will disqualify any Proposal in which that firm is named as a prime contractor, joint venture partner or subcontractor from the selection process. By signing and submitting its Proposal, the Proposer or proposed subcontractor also certifies to the SFMTA that the Proposer or proposed subcontractor has not paid, nor agreed to pay, and will not pay or agree to pay, any fee or commission, or any other thing of value contingent on the award of a contract to any SFMTA employee or official or to any member of the selection panel or other person involved in the making of the contract on behalf of the SFMTA. As the authorized certifying official, I hereby certify that the above-specified certifications are true. ________________________________ ________________________________ Authorized Representative Name (print) Authorized Representative Title (print) ________________________________ ________________________________ Authorized Representative Signature Date