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HomeMy WebLinkAbout14- Public Services CITY. OF SAN BERN RDINO - REQUEST F R COUNCIL ACTION From: JAMES HOWELL Subject: AGREEMENT WITH RON TURLEY ASSOCIATES ACTING DIRECTOR FOR FLEET MANAGEMENT SOFTWARE Dept: PUBLIC SERVICES Date: MARCH 17, 1994 Synopsis of Previous Council action: Recommended motion: ADOPT RESOLUTION. Sign ture JANIS INGELS, DIRECTOR OF MANAGEMENT RMATION SYSTEMS (909)384-5010 Contact person: MICHAEL EITELGEORGE, FLEET MANAGER Phone: (909)384-5220 Supporting data attached:STAFF REPORT, RESOLUTION, AGREEMENT(1 hMard: ALL PROPOSAL (2), AND COST ESTIMATES. FUNDING REQUIREMENTS: Amount: Source: (Acct. No.) 635-311-55485 Fleet Div. $ 8,335.50 127-411-5-5485 Refuse $19,449.50 Acct. Description) Finance: -ouncil Notes: 75-0262 Agenda Item No. ` FOR FLEET MANAGEMENT SOFTWARE RECOMMENDATION: It is recommended that the Mayor and Common Council approve the purchase of a fleet management software system and adopt a resolution authorizing execution of an agreement (Exhibit 1) with Ron Turley & Associates (RTA) for the provision of a fleet management system. BACKGROUND: The City of San Bernardino has a fleet valued at approximately 17.3 millon dollars. It is critical to have the accurate management tools with which to manage such an asset. The Fleet Division maintenance records are presently maintained on a modified "batch system." The system is labor intensive to operate, lacks many of the essential reports necessary to properly manage our fleet and on occasion, skews information resulting in inaccuracies. In order to accurately monitor costs, financial information has been tracked manually in ledgers. DISCUSSION: Vendor proposals were requested for a comprehensive fleet management system. Twenty-three requests were issued with four proposers responding. A five-member panel with representatives from Public Services, MIS, and Public Works reviewed and evaluated the proposals based on established criteria. The proposals were as follows: VENDOR SYSTEM TYPE COMPANY LOCATION COST Fleet Command PC New Jersey $52,000 Prototype PC California 45,000 CCG Faster PC Virginia 33,000 Ron Turley (RTA) Unix Arizona 27,785 SUMMARY: After review and evaluation of each proposal as presented, the panel concurred that the system proposed by Ron Turley & Associates (RTA) best meets the needs of the Fleet Division at an affordable cost. The RTA system is fully compatible with existing hardware and will operate on the City's Business System Computer. IMPACT ON THE BUDGET: Funding for the system will be 70% funded by Refuse with the remaining 30% funded by general funds available in the Fleet Division budget. Sufficient funds have been allocated within the department's budget for this purchase. RESOLUTION NO. 1 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE %ECCTION OF AN AGREEMENT BY AND BETWEEN RON TURLEY ASSOCIATES INC. 2 THE PUBLIC SERVICES DEPARTMENT OF THE CITY OF SAN BERNARDINO. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF 3 SAN BERNARDINO AS FOLLOWS: 4 SECTION 1. The Mayor is hereby authorized and directed to 5 execute on behalf of said City an Agreement by and between Ron 6 Turley Associates Inc. and the City of San Bernardino on behalf of he Public Services Department, a copy of which is attached hereto, $ marked Exhibit 111" and incorporated herein by reference as fully as 9 hough set forth at length. 10 SECTION 2. The authorization to execute the above referenced 11 agreement is rescinded if the parties to the agreement fail to 12 execute it within ninety (90) days of the passage of this 13 resolution. 14 I HEREBY CERTIFY that the foregoing resolution was duly adopted 15 by the Mayor and Common Council of the City of San Bernardino at a 16 meeting thereof, held on the day of , 17 1994, by the following vote, to wit: 18 Council Members: Ayes Nays Abstain Absent 19 EGRETE 20 CURLIN 21 ERNANDEZ 22 BERHELMAN 23 DEVLIN 24 POPE-LUDLAM 25 ILLER 26 27 City Clerk 28 arch 17, 1994 1 RESOLUTION OF THE, CITY OF SAN BERNARDINO AUTHORIZING ' THE EXECUTION OF AN AGREEMENT BY AND BETWEEN RON TURLEY ASSOCIATES INC. 1 AND THE PUBLIC SERVICES DEPARTMENT OF THE CITY OF SAN BERNARDINO. 2 3 The foregoing resolution is hereby approved this day of 1994. 4 5 TOM MINOR, Mayor City of San Bernardino 6 Approved as to form and 7 legal content: 8 James F. Penman, City Attorney 9 10 By 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 March 17, 1994 2 EXHIBIT "1" AGREEMENT FOR PROFESSIONAL CONTRACTUAL SERVICES This AGREEMENT is made and entered into this day of , 1994 , by and between the CITY OF SAN BERNARDINO ("CITY") and RON TURLEY ASSOCIATES INC. , an Arizona corporation, hereinafter referred to as "CONTRACTOR. " THE PARTIES AGREE AS FOLLOWS: 1. SCOPE OF SERVICES: CONTRACTOR shall perform an assessment of a proposal for a Fleet Management System for the PUBLIC SERVICES DEPARTMENT as specified in the proposal dated August 12, 1993 , a copy of which is attached hereto as Exhibit 112" and incorporated as though set forth in full. Scope of services that shall be provided by the CONTRACTOR: includes but is not limited to: A) Each item on Exhibit 112" marked "A" (available) B) All reports listed in Exhibit 112" C) All items listed on Exhibit 112" (Investment Summary) 2. TERMS This Agreement shall commence upon execution of this contract by both parties, and shall remain in full force and effect for a period of 90 days unless terminated sooner as provided herein. The City Administrator or designee is authorized to extend this Agreement for up to 60 additional days and approve adjustments Page 1 of 11 to the Agreement's program budget as long as either of such amendments are upon the same terms and conditions as specified herein, and as long as such adjustments are within the City Administrator's contracting authority. 3. CONTRACTOR RESPONSIBILITIES: The CONTRACTOR may reasonably rely upon the accuracy of data provided through the CITY or its agents without independent evaluation. CONTRACTOR shall complete the work program described in Exhibit 112" . CONTRACTOR commits the principal personnel listed below to the project for its duration: CONTRACTOR: Larry Turley President Ron Turley Associates Inc. and his staff. 4. REPLACEMENT OF NAMED PERSONNEL: It has been determined that the individuals named in this Agreement are necessary for the successful performance of this Agreement. No diversion or replacement of these individuals shall be made by CONTRACTOR without written consent of the City Administrator or designee, provided that CITY may ratify, in writing, within ten (10) days of diversion or replacement and such ratification shall constitute the consent of CITY required by this clause. If CITY fails to respond to CONTRACTOR within ten (10) days of notification by CONTRACTOR, said personnel diversion or replacement shall be deemed approved. 5. CHANGES/EXTRA SERVICES: A. Performance of the work specified in the proposal is made an obligation of CONTRACTOR under this Agreement, subject Page 2 of 11 to any changes made subsequently upon mutual agreement of the parties. All such changes shall be incorporated by written amendments to this Agreement and include any increase or decrease in the amount of compensation due CONTRACTOR for the change in scope. Any change which has not been so incorporated shall not be binding on either party. B. No extra services shall be rendered by CONTRACTOR under this Agreement unless such extra services are authorized, in writing, by the City Administrator or designee prior to performance of such work. Authorized extra services shall be invoiced based on prior approval by the City Administrator or designee. C. Any extra services which cause the total cost of CONTRACTOR's services to exceed twenty-seven thousand seven hundred eighty-five dollars ($27 , 785) must be approved by the Mayor and Common Council of the CITY. 6. USE OF CITY COMPUTERS: CONTRACTOR shall comply with MANAGEMENT INFORMATION SYSTEMS DEPARTMENT (M. I .S. ) policies and procedures and for access and use of CITY computers. 7. MAINTENANCE SUPPORT: Support to be provided by CONTRACTOR per support agreement, specified in Exhibit 112" . S. COMPENSATION: A. During the term of this Agreement, CITY shall pay CONTRACTOR, the fixed, not-to-exceed fees described in the Page 3 of 11 investment summary on Page 14 of Exhibit 112" . Said compensation shall be considered full and complete reimbursement for all of CONTRACTOR's costs associated with the services provided hereunder. The maximum compensation for services, including all CONTRACTOR's costs, under the terms of this Agreement, shall not exceed twenty-seven thousand seven hundred eighty-five dollars ($27 , 785. 00) . The following payment schedule incorporates the final payment be made after sign-off by the Fleet Manager. PAYMENT SCHEDULE - Within 30 Days of 25% $ 6, 946. 25 Execution of Contract - Upon Successful Completion 50% $ 13 , 892 . 50 of Software Installation - Upon final sign-off by 25% $ 6, 946. 25 Fleet Manager B. Said compensation shall not be altered unless there is significant alteration in the scope, complexity or character of the work to be performed. Any such significant alteration shall be agreed upon, in writing, by the City Administrator and CONTRACTOR before commencement of performance of such significant alteration by CONTRACTOR. Any adjustment of the total cost of services will only be permitted when the CONTRACTOR establishes and City Administrator has agreed, in writing, that there has been, or is to be, a significant change in: 1) Scope, complexity, or character of the services to be performed; Page 4 of 11 2) Conditions under which the work is required to be performed; and/or, 3) Duration of work, if the change from the time period specified in the Agreement for Completion of the work warrants such adjustment. Any such adjustment which causes the total cost of CONTRACTOR's services to exceed twenty-seven thousand seven hundred eighty-five dollars ($27 , 785) must be approved by the Mayor and Common Council. 9 . PAYMENT: A. The billings for all services rendered pursuant to this Agreement shall be submitted by CONTRACTOR to the City Administrator or designee, based on Item 6, Compensation, above, and in the manner and form as prescribed by the City Administrator. Deliverables as specified in Exhibit 112" shall be completed prior to each payment and prior to final payment. B. Should litigation be necessary to enforce any term or provision of this Agreement, or to collect any portion of the amount payable under this Agreement, all litigation and collection expenses, witness fees and court costs, and attorney's fees shall be paid to the prevailing party. 10. RIGHT TO AUDIT: The CITY or any of its duly authorized representatives shall have access to any books, documents, paper and records of the CONTRACTOR and/or its subcontractors which are pertinent to the specific program hereunder for the purpose of making an audit, an Page 5 of 11 examination, excerpts and transcriptions. All books, records and supporting detail shall be retained for a period of five (5) years after the expiration of this Agreement, or any extension thereof, or for any longer period of time as required by law. 11. COMPLIANCE WITH CIVIL RIGHTS LAWS: CONTRACTOR or any subcontractor of CONTRACTOR shall not discriminate in its recruiting, hiring, promotion, demotion or termination practices on the basis of race, religious creed, color, national origin, ancestry, sex, age or physical handicap in the performance of this Agreement and shall comply with the provisions of the State Fair Employment Practices Act as set forth in Part 4 . 5 of the Division 2 of the California Labor Code, the Federal Civil Rights Act of 1964 , as set forth in Public law 88-352 , and all amendments thereto; Executive Order 11246; and, all administrative rules and regulations issued pursuant to such acts and order. 12 . TERMINATION OF AGREEMENT: A. This agreement may be terminated by either party upon thirty (30) days' written notice in the event of substantial failure of the other party to perform in accordance with the terms of this Agreement. Each party shall have twenty (20) days following date of such notice within which to correct the substantial failure giving rise to such notice. In the event of termination of this Agreement, CITY shall within thirty (30) days pay CONTRACTOR for all fees, charges and services performed in accordance with the terms and schedule in Exhibit 112" by CONTRACTOR. CONTRACTOR hereby Page 6 of 11 covenants and agrees that upon termination of this Agreement for any reason, CONTRACTOR will preserve and make immediately available to CITY, or its designated representatives, notes, data, correspondence, or records related to work paid for by the CITY and required for its timely completion, and to fully cooperate with CITY so that the work to be accomplished under this Agreement may continue within thirty (30) days of termination. Any subsequent use of such incomplete documents shall be at the sole risk of the CITY and the CITY agrees to hold harmless and indemnify CONTRACTOR from any claims, losses, costs, including attorney's fees, and liability arising out of such use. CONTRACTOR shall be compensated for such services in accordance with Exhibit "B. " B. This Agreement may be terminated for the convenience of the CITY upon thirty (30) days' written notice to CONTRACTOR. Upon such notice, CONTRACTOR shall provide work product to CITY, and CITY shall compensate CONTRACTOR for deliverables completed to date. C. Following the effective date of termination of this Agreement pursuant to this section, the Agreement shall continue until all obligations arising from such termination are satisfied. 13. CONTINGENCIES: In the event that, due to causes beyond the control of and without the fault or negligence of CONTRACTOR, CONTRACTOR fails to meet any of its obligations under this Agreement, and such Page 7 of 11 failure shall not constitute a default in performance, and the CITY may grant to CONTRACTOR such extensions of time and make other arrangements or additions, excepting any increase in payment, as may be reasonable under the circumstances. Increases in payment shall be made only under the "changes" provision of this Agreement. CONTRACTOR shall notify CITY within three (3) calendar days, in writing, when it becomes aware of any event or circumstance for which it claims or may claim an extension. 14. INDEPENDENT CONTRACTOR: CONTRACTOR shall act as an independent contractor in the performance of the services provided for under this Agreement. CONTRACTOR shall furnish such services in its own manner and in no respect shall it be considered an agent or employee of the CITY. 15. ASSIGNMENT OR SUBCONTRACTING: Any attempt by CONTRACTOR to assign or subcontract any performance of this Agreement to any other subcontractor without the written consent of the CITY shall be null and void and shall constitute °a breach of this Agreement. The subcontract shall contain all provisions of this contract. 16. NOTICES: All official notices relative to this Agreement shall be in writing and addressed by certified mail or receipt acknowledged hand delivery to the following representatives of CONTRACTOR and the CITY: Page 8 of 11 CONTRACTOR CITY Larry Turley Ms. Shauna Clark President City Administrator Ron Turley Associates Inc. City of San Bernardino 1 West Deer Valley Road Suite 305 300 North "D" Street Phoenix, AZ 85027 San Bernardino, CA 92408 17 . SEVERABILITY AND VALIDITY: In the event that any provision herein contained is held to be invalid, void, or illegal by any court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall in no way affect, impair, or invalidate any other provision contained herein. If any such provision shall be deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth permitted by law. 18. INDEMNITY• CONTRACTOR shall indemnify, defend and hold harmless CITY from and against any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorney's fees) and liabilities, of, by, or with respect to third parties, which arise from CONTRACTOR's negligence in performance of services or from any Worker's Compensation Claims of any employees, agents, or subconsultants of CONTRACTOR for services performed under this Agreement. CONTRACTOR shall not be responsible for, and CITY shall indemnify, defend and hold harmless CONTRACTOR from and against, any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorney's fees) Page 9 of 11 and liabilities of, by, or with respect to third parties, which arise solely from the CITY's negligence. With respect to any and all claims, demands, suits, actions, proceeding, judgments, losses, damages, injuries, penalties, costs, expenses (including attorney's fees) and liabilities of, by, or with respect to third parties, which arise from the joint or concurrent negligence or Workers' Compensation claims of CONTRACTOR and CITY, each party shall assume responsibility in proportion to the degree of its respective fault. 19. LIABILITY/INSURANCE: A. CONTRACTOR's liability insurance for injury or damage to persons or property arising out of work for which legal liability may be found to rest upon CONTRACTOR other than for professional errors and omissions, shall be comprehensive general liability with combined single limit of not less than $1, 000, 000 per occurrence. This is a minimum level of insurance only, and shall not be construed as limiting CONTRACTOR's liability in any way. For any damage on account of any error, omission, or other professional negligence, CONTRACTOR's insurance shall be limited in a sum not to exceed $50, 000 or CONTRACTOR's fee, whichever is greater. B. CONTRACTOR shall provide evidence of insurance in the form of a policy of insurance, in which the City of San Bernardino is named as an additional insured to the extent of the coverage required by this Agreement. Page 10 of 11 20. ENTIRE AGREEMENT: This Agreement represents the entire and integrated agreement between the parties hereto and supersedes all prior and contemporaneous negotiations, representations, understanding and agreements, whether written or oral, with respect to the subject matter thereof. This Agreement may be amended only by written instrument signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date written above by their duly authorized officers on their behalf. Date Signed CITY OF SAN BERNARDINO By: Tom Minor, Mayor RON TURLEY ASSOCIATES INC. By: By: ATTEST: City Clerk Approved as to form and legal content: JAMES F. PENMAN, City Att ney By. Page 11 of 11 July 12 , 1993 EXHIBIT "2" Page 1 of 13 C I T Y O F S A N B E R N A R D I N O R E Q U E S T F O R P R O P O S A L G A R A G E S O F T W A R E P R O G R A M NOTICE: "SPECIAL INSTRUCTIONS TO THE PROVIDER" Services: Provider shall complete right hand column indicating brief reasoning for exceptions to requirements when not acceptable. State "Acceptable" if requirements are agreeable as set forth on the left hand column. Equipment: Provider shall complete right hand column indicating specific size and/or make and model of all components when not exactly as specified. State "As Specified" if item is exactly as set forth in the left hand column. BACKGROUND: The City of San Bernardino has identified the need for a comprehensive Fleet Management Software program that will accommodate its fleet size of at least 750 vehicles, equipment, and the fuel system that supports them. This RFP is the first stage in establishing a list of possible programs and hardware arrangements for review by designated city employees. The site for installation is the City of San Bernardino garage administration offices, garage, parts area, and/or City Hall. The current GasBoy, two (2) card fuel system is 20 years old and affords no means of eliminating wrong or outlandish mileage readings. The system supplied therefore, must be "user friendly" . Current staff members are to be able to be trained in the systems operation with minimal amount of time and effort. The program should have uniformity in hyphenation, capitalization, decimalization, date coding, and other data entry features. On line help is a definite asset in assisting a new user. (We are familiar with our current Fleet Maintenance programs. ) The proposed program must be currently in use and an operationally proven program. All equipment proposed to run the system from the Fleet office site must be July 12, 1993 Page 2 of 13 identified and fixed prices quoted for all equipment. The City of San Bernardino systems environment Ron Turley' s Fleet currently consists of a DECNET network of mini Management System can operE computers serving approximately 350 end users. on this hardware/operating It is almost 100% a DEC environment. Fleet system environment. Management is on a DEC System 5500 Ultrix machine running Unidata as an interface O/S allowing PICK software to run. Ultrix is DEC's version of UNIX. Users have DEC VT420 terminals. Users have access to WordPerfect, Lotus, and E- mail via DEC's All-In-1 S/W package. The City's first preference is to purchase Fleet S/W capable of residing on the Unidata/Ultrix mini so all current H/W would be utilized and difficult ,y in interfacing with existing S/W such as financials would be minimized. acond preference would be a micro (PC) Ron Turley' s software can environment that can interface and communicate also accomodate this with the Unidata/ULTRIX mini. platform. We are requesting proposals to run on this system if possible. As an alternate operating We can also run on a PC platform, we will consider a Personal Computer network. System (PC) . Due to the higher level of technological involvement of another C.P.U. and our staffing requirements, systems other than the Vax System or a P.C. Lan system will not be considered. PROPOSAL REQUIREMENTS A. General 1. Each proposal submitted for Manual enclosed examination must be submitted no later than 8-15-93. Proposals must also include the most up-to-date equipment and programs available from the supplier including an indexed and illustrated instruction manual. 2. Proposals submitted should include a See Exhibit "A" f copy of six (6) sample reports. 3. Local references including: agency or See Exhibit "B" company name, phone number, contact person, and length of program usage are also required. July 12, 1993 Page 3 of 13 4 . The vendor is to list exceptions to any and all requirements according to See Exhibit "C" the page number, section and sub- section, with an explanation. 5. All proposals are to be "turn-key" RTA does not sell hardware systems; all phases are to be but can operate on your completed by the vendor. existing equipment. B. Hardware Requirements 1. The system must operate full within n/a the City of San Bernardino. 2 . The hardware should have growth n/a capabilities (i.e. additional work stations or terminals and storage media) . 3 . Multi-processing capability (ability n/a to access several programs, such as Lotus 1,2, 3, WordPerfect, or electronic messages simultaneously without serious problems to other users) . The vendor is to supply above programs or interface with our programs. 4 . The hardware must be new (not used) n/a and be of a standard used by governmental agencies. 5. All hardware must have sufficient n/a memory space to account for the above mentioned fleet size and the storage of needed information to accommodate that fleet size. 6. vendors are required to supply a n/a complete hardware specification check list. 7. if the proposed system is Personal n/a Computer based, the following equipment configuration is necessary: a. Four (4) work stations are not to n/a be equipped with floppy drives and must boot from the hard drive. b. Three (3) work stations are to n/a have 3.5" and 5.25" floppy drives. C. All hardware must have power save n/a and/or restart capability. d. Proposer's are encouraged to use n/a as much of the city's current equipment as possible. The City inventory includes: four (4) printers, two (2) Panasonic KXP 1180, one (1) KXP 1654, one (1) Vn+.+l ..vi T Tnt TTTn July 12 , 1993 Page 4 of 13 and eight (8) Dec terminals, Model VT 420. e. The network system should be n/a capable of sustaining up to ten (10) user terminals in total. f. A remote modem should be included n/a for access by the supporting company. (A dedicated phone line is currently in place. ) g. Miscellaneous cable, hardware, n/a and wiring should be included to complete the package of hardware. h. Hardware warranty is to include n/a any available "extended warranty" as an option. 8. Hardware Installation a. The software provider is to act n/a as the primary contractor for the hardware installation. b. The prime contractor is to n/a install all equipment on the server and all work stations, including the network operating system, if needed. The prime contractor shall also check the operating system and all equipment needed and make ready for use upon delivery. c.- Set-up of equipment at the n/a designated facility will include placement of cable as well as cable ends and appropriate connectors. d. on-site training for netware and n/a hardware use should be provided at the time of operational readiness with the balance to be done prior to the authorization of final payment. C. Training 1. Training should include but not be limited to the following areas: a. Hardware operation - 2 hours, n/a ( 6 people A - See Exhibit "D" b. System utilization - 8 hours, 8 people c. Application procedures - 12 A - See Exhibit "D" hours, 8 people A - See Exhibit "D" d. Trouble shooting - 2 hours, 4 people July 12, 1993 Page 5 of 13 2 . Local on-site classes are required for See Exhibit "D" all training. Training agenda to be included. D. Maintenance 1. Vendors are to provide a copy of their See Exhibit "E" standard maintenance agreement. 2. Maintenance costs of both hardware and See Exhibit "E" - Software software are to include a five (5) only year cost projection by the year. 3 . Response time for both on-site and See Exhibit "E" dial-in time is to be identified and guaranteed with a maximum of four (4) hours to arrive on site and a maximum of one (1) hour dial-in response. E. Software Functions 1. Major Functions and Reports a. Vehicle/ Equipment Master ( Inventory File 1) Unit ID - up to six (6) 1 ) A digits 2 ) A 2) Year 3) A 3) Make 4 ) A 4) Model 5 ) A 5) Description 6) 4 Digits onl 6) Department/Division - Five g y (5) digits and optional test 7) A 7) License Number 8) A 8) Weight (front, rear, gross) 9) Purchase Price 9 ) A 10) Depreciation Schedule 10) A 11) Vendor 11 ) A - User Defined Fiel 12) Purchase Date 12 ) A 13) Serial Number/VIN Number 13) A 14) Fuel Type 14 ) A 15) Fuel Tank Capacity 15) A 16) Date in Service 16) A 17) Date Out of Service 17) A - User Defined Fiel 18) Starting Mileage 18) A - User Defined Fiel 19) Ending Mileage 19) A - User Defined Fiel 20) Projected Life 20) A 21) PM Schedule-Multiple 21 ) A Schedules 22 ) A { 22) Statutory Requirements 23) A 23) Warranty Coding 24 ) A - User Defined Fiel 24) Sold To b. Vehicle/Equipment Inventory Listing July 12, 1993 Page 6 of 13 1) By vehicle number 1 ) A 2) By class 2 ) A - Report Writer 3) By VIN number 3 ) A - Report Writer 4) By department/division A 5) By license 5 ) A - Report Writer C. Vehicle/Equipment Utilization See Exhibit "C" for Analysis explanation of utlization analysis 1) By vehicle 1 ) A 2) Exception listings 2 ) A 3) By model/description 3 ) A - Report Writer 4) By class with printed 4 ) A - Report Writer description d. Vehicle/Equipment Maintenance Record 1) Repair Orders 1 ) A - Parts issued and cost - Labor hours and cost - Repair codes 2) Unscheduled Orders 2 ) A - Road calls - Unscheduled - Emergency e. Vehicle/Equipment Preventive Maintenance (PM) Scheduling Report 1) Repair code and description 1 ) A 2) Last maintenance date or 2 ) A mileage 3) Next scheduled maintenance 3 ) A date or mileage 4) Forecast PM schedule- 4 ) A variable increments 5) Three (3) statuary PM 5 ) A inspections f. Ability to Schedule PM Based on User Defined Criteria 1) Miles/Hours 1 ) A 2) Period 2) A g. Vehicle Registration Records with Ability to: 1) Enter information at Fleet 1 ) A Office h. Equipment Report July 12, 1993 Page 7 of 13 1) By vehicle number 1 ) A 2) By department/division 2 ) A 3) By model and year 3 ) A - Report Writer 4) By class and description 4 ) A - Report Writer 5) By license renewal date 5 ) A - Report Writer i. Ability to Inquire by Vehicle i) A Number 2. Vehicle/Equipment Operating Expense Analysis a. Vehicle/Equipment Expense Detail 1) Vehicle number 1 ) A 2) Class 2) A - Report Writer 3) Date 3 ) A 4) Monthly charges 4 ) A - Description - Amount - Labor - Materials - Outside repairs and purchases b. Vehicle/Equipment Cost History b. See Exhibit "C" Report 1) Item/class average 1 )' A - Report Writer 2) Cost per mile 2 ) A : 3) Fuel and oil consumption 3) Operating & Cost Per M_ 4) Depreciation 4 ) Fixed Cost Report 5) Insurance 5 ) Fixed Cost Report C. Excessive Operating Cost Report c) A d. Exception Reports 1) Maintenance and costs 1 ) A exceeding pre-established standards (user defined) 3. Fleet Management Reporting a. Repair Analysis Report by Major a) A and Minor Codes (User Defined) b. Fuel and Oil Usage Reports 1) MPG for last fuel ticket 1 ) A - Report Writer 2) MPG for life of vehicle ' 2 ) A 3) MPG for user defined period 3 ) A C. Defective Equipment Report c) See Exhibit "C" July 12, 1993 Page 8 of 13 d. Department Chargeback Report 1) Ability to bill by 1 ) A department/division using labor rate, parts charges, and fuel costs 2) Ability to bill overhead or 2 ) A administrative fees e. Depreciation Report e) A - Fixed Cost Report f. Departmental Mileage Report 1 ) Report Writer 1) Weekly 2 ) A 2) Monthly g. Analysis of Maintenance 1) Scheduled 1 ) A - Report Writer 2) Unscheduled 2 ) A - Report Writer 3) Average cost per mile for 3 ) A life of vehicle h. Vehicle Replacement Tracking h) See Exhibit "C" 1) Report 1 ) not available 2) Update ability 2 ) Not available 3) Ability to change formula by 3 ) not available vehicle or class i. Exception Reports 1) Based on cost 1 ) A 2) PM required if greater than 2 ) A period and/or miles 3 ) A 3) Fuel exception j . Ability to Generate a Fleet j ) A Expense Report k. Ability to Generate a Deadline k) A - See Exhibit "C" Vehicle Report Indicating Vehicles in the Shop Waiting for Repair More Than a Specified Time Period (User Defined) 1. Last Scheduled and Unscheduled 1) A Maintenance M. Reporting by Following: 1) Monthly (over 1 month) 1 ) A 2) Annually (over 12 months) 2) A July 12 , 1993 Page 9 of 13 n. Ability to Monitor Contracted n) A - See Exhibit "C" Outside Shop Work, e.g. , for Transmissions and Engine Rebuilds o. Ability to Report Cost Accounting o) A Information Within One (1) Week of Month End p. Down Time Reporting-Actual Time p) See Exhibit "C" 4 . Parts Inventory and Control a. Parts Master File 1) Part number 1 ) A 2) Part description 2 ) A 3) Part cost 3 ) A 4) Vendor information 4 ) A 5) Reorder quantity 5) A 6) Part classification 6 ) A 7) Cross reference (at least 7) A two) 8) A 8) Location b. Inventory or Parts by Part Number b) A C. Part Usage by Period c) A d. Inventory Tracking of Parts on - Order 1) Movement history 1 ) A 2) Economic order quantities 2) Not Available (EOQ) 3 ) A 3) Reorder points 4 ) A 4) Lead time 5) A 5) Back orders e. Out of Stock Parts f. Ability to Handle Ordering, f) A Receiving, and Issuing Parts Within Inventory and on One (1) Screen g. Vendor Detail 1) Vendor record 1 ) A 2) Vendor history 2) A 3) P.O. activity and status 3) A h. Value of Inventory with Listings h) A i. Generation of Purchase Orders i ) A J Page 10 of 13 July 12 , 1993 j . Ability to Assign Repair Code to j ) A Part Issued 5. Work Scheduling and Measuring a. Employee Detail File a) See Exhibit "C" 1) Employee name and number 1 ) A 2) Title/grade 2 ) Not Available 3) Job classification 3 ) Not Available 4) Labor rates 4 ) A 5) Shift detail 5 ) Not Available 6) Regular work hours 6) Not Available 7) Social security number 7) Not Available 8) Skill levels 8) Not Available 9) Drivers license number 9) Not Available 10) Hire date 10)Not Available b. Work Order Master File ' 1) Work order number 1 ) A 2) Vehicle/equipment number 2) A 3) Vehicle/Equipment class 3) A 4) Repair class 4 ) A 5) Repair type 5) A 6) Make 6) A 7) Model 7) A 8) - Equipment priority 8) A 9) Estimated job time 9) -A 10) Due in date 10) See Exhibit "C" 11) Repair cause 11 ) A 12) Start/end times 12 ) A C. Ability to Enter and Print Each c) A Work Order Prior to Completion d. Ability to Input Mileage On Each d) A Work Order e) A e. Mechanics Performance 1) Individual performance 1 ) A f. Mechanics Summary Report f) A g. Labor Breakdown 1) Productivity by shop and 1 ) A � skill level 2) Ability to assign repair 2) A code h. Ability to Use Calculated Labor h) A Rate Rather Than Fixed Rate July 12 , 1993 Page 11 of 13 i. Work Order Status/Analysis 1) Activity summary 1 ) A 2) Work order by repair type 2 ) A 3) Work order by class and 3 ) A - Report Writer cause J . History of Maintenance by Class j ) A - Report Writer Report k. Shift Schedule 1. Shop Activity Summary 1 ) A - Report Writer M. Skills Inventory Listing m) See Exhibit "C" 7. Other Considerations a. The system should be able to a) See Exhibit "C" ' interface with the existing Business System. b. System should operate on Business b) A System or Personal Computer Lan and all modules must integrate. C. The system should be able to c) A provide a flexible report generator or similar easy means of producing queries, adhoc reports and report templates. d. Vendor shall provide for the d) See Exhibit "C" transfer of current fleet data into the new database as part of the RFP. e. Ability to provide support during e) A normal West Coast business hours: *Hardware N/A *Software A *System Operations A f. Ability to Demonstrate System A Through Local References { g. Fuel Dispensing and Reports: 1) The City currently owns a 1 ) A GasBoy two (2) card system and wishes to alleviate the use of cards or keys. • July 12 , 1993 Page 12 of 13 2) The provider is to be able 2 ) Gasboy to act as the prime in incorporating a replacement Tech 21 fuel dispensing and reporting system, which will Petrovend interface with the proposed Fleet Software. Provider is to supply a list of fuel systems that are known to be compatible with the recommended software. 3) The fuel system proposed 3 ) A should not allow inaccurate mileage to be recorded or be of the non-intervention type. 4) The interface for the fuel 4 ) A system can reside in an ASCII file on a Personal Computer and be loaded into the software program. h. The Availability of The Following: 1) Upgrades - How often? Do you 1 -2 times per year. User install? installs 2) User groups - How often? In 1 time per year in Phoenix. southern California? 3) Bar coding - Available now? Yes, $625 for a barcode What cost? reader 4) Tire Management Included in base system July 12, 1993 Page 13 of 13 MANUEL P. MORENO, JR. , DIRECTOR OF PUBLIC SERVICES DATED MICHAEL tITELG RG , FLEET MANAGER _ '7 - ta -93 DATED 11 A R - 1 7 - 9 4 T H U 1 0 : 5 2 JNVEST F SUMMAR X Quoted Software: Base System....(700 Vehicles) $ 8,495.00 *Vehicles *Fueling *Work Orders *Tires *Parts Multi-User $ 1,395.00 Multi-User Report Writer (DEC 5500) $11,000.00 Electronic Fuel Interface $ 1,495.00 2 Days Installation Consulting $ 800.00 3 Day Training Class - On Site $ 3060Q.00 Travel Expenses $ 1,000.00 Total Cost: $270785.00 PAYMENT SCHEDULE - Within 30 days of Contract 25% $ 6,946.25 execution - Upon Successful Completion 50% $ 13,892.50 of Software Installation - Upon final sign-off by Fleet 25% $ 6,946.25 Manager. RON TURLEY ASSOCIATES INC. 1 WEST DEER VALLEY ROAD, SUITE 305 PHOENIX, ARIZONA 65027 Ty (602) 581.2447 February 21, 1994 Mr. Mike Eitelgeorge City of San Bernardino 182 'S. Sierra Way San Bernardino, CA 92408 Mike, Per our discussion today, please accept this letter as verification that the items marked "A" on Ron Turley's August 12, 1993 response to the City of San Bernardino's Request for Proposal for a Fleet Management System are included in the quoted software. Responses that were referenced to an Exhibit are also included as explained. If I can be of any further assistance, please do not hesitate to contact me. Sincerely, Donna Borrowdale Marketing Director DLB/wp Exhibit "A" STANDARD RTA REPORTS LIST Including the keystrokes used to pet to them from the main menu. VEHICLE REPORTS Printer/Screen Vehicle Cross Reference Report 1-1-4-1 Print VEHICLE to Cross Reference Rpt P 1-1-4-2 Print CROSS REFERENCE to Vehicle Rpt P PM reports 1-2-1 PM report by Fleet P/S 1-2-2 PM report by vehicle number P/S History reports 1-3-1 History by sub-fleet P/S 1-3-2 History by vehicle P/S 1-3-3 Display fixed cost by vehicle S 1-3-4-1 Fixed cost data by vehicle P 1-3-4-2 Vehicle masters by vehicle P 1-3-4-3 Vehicle masters by fleet P C Cost per unit reports 1-4-1 Cost reports by fleet P Cost reports by Make/year 1-4-2-1 Vehicles from one make-year P 1-4-2-2 All vehicle makes for one year P 1-4-2-3 All vehicle years one make P 1-4-2-4 All vehicles in year-make order P 1-4-3-1 Print/Display a range or vehicles P/S 1-4-4 Print Operating cost report P Period and Lifetime Reports 1-5-1 Range of vehicles by sub-fleet P 1-5-2 Range of vehicles by vehicle P 1-5-3 Displays period and lifetime data S Fleet cost reports 1-7-2 Fleet cost report P 1-7-3 Fleet cost report P FUEL REPORTS Fueling transactions 2-2-1 Open fuel transaction listing P 2-2-2 Open fuel transaction by vehicle P 2-2-6 Print closed transactions P Pump and tank processes 2-3-3 Display pump/tank variances S 2-3-4 Fuel variance reports P Fuel tax reports 2-5-1 State reports for fleet P 2-5-2 State reports by vehicle P 2-5-4 Vehicle by state figures P WORK ORDER REPORTS Work order information 3-2-2-1 Print Work Orders or Template WOs P/S 3-2-2-2 Print/Display WO scheduling sheet P 3-2-2-3 Print Repair Code Detail Report P 3-4-1-1 Print a Range of Work Orders P 3-4-1-2 Print part/labor usage for vehicles P 3-4-1-3 Print WOs for customers by date range P 3-4-1-4 Print WO Parts/Usage Report P 3-4-2 Print accountant report by trans date P 3-4-3 Print accountant report by date P 3-4-7 Display Repair Order S Mechanic reports 3-7-3-1-1 Productivity for current week P 3-7-3-1-2 Productivity for current month P 3-7-3-1-3 Productivity for last month P 3-7-4 Mechanic indirect labor P 3-7-3-3-1 Hours paid this week P 3-7-3-3-2 Hours paid this month P 3-7-3-3-3 Hours paid last month P 3-7-3-4 Shop labor recap report P/S 3-7-3-5 Paid vs Indirect Report P Paperless Shop reports 3-9-3 Mechanic accountability Report P 3-9-8 Mechanic labor recap report by mechanic number P TIRE REPORTS 4-2-1-1 Display tires by vehicle range S 4-2-1-2 Display tires by tire range S 4-2-1-3 Tire report by vehicle range P 4-2-2 Tire replacement projection reports P 4-2-1-4 Tire report by tire range P 4-2-3-1 Print manufacturer cost report P Tire cost reports 4-2-3-1 Manufacturer cost report P 4-2-3-2 Capper cost report P 4-2-4 Tire scrap report P Tire history 4-2-6-1 Tire history report P 4-2-6-2 Tire transaction report P 4-2-6-3 Vehicle tire history report P 4-2-6-4 Tire mount/dismount report P PART REPORTS c Part Inventory 5-1-2 Print parts distribution by bin P 5-1-3-1 Print inventory balance report P 5-1-3-2 Display inventory balance report P 5-1-4 Print a range of partkits P Purchase orders 5-2-3 Purchase order summary P/S 5-2-4 Print a range of purchase orders P 5-2-7-1 PO's received P/S Requisitions and adjustments 5-3-1-1 Display parts on requisition P 5-3-1-2 Print parts on requisition P 5-3-2 Display requisitions S 5-3-3 Display parts adjustments S 5-3-4 Print Inventory Adjustment Report P Parts Tagging 5-5-4 Print tags on file P 5-5-5 Print bin labels by Bin Number P 5-5-6 Print bin labels by Part Number P Parts List 5-4-1-1 Parts list by part number P/S 5-4-1-2 Parts list by fit code range P/S 5-4-1-3 Parts list by X-ref number P/S 5-4-1-4 Parts list by vendor P/S 5-4-1-5 Non-stock part by part number P/S 5-4-1-6 Parts list by bin number P/S 5-4-1-7 Parts on order by part number P/S 5-4-1-8 Parts list by part name P/S Print vendor list 5-4-2-3 Vendor lists P Parts usage reports 5-4-3-1 Low parts use for "X" number of periods P 5-4-3-2 Low use parts for last "X" number of periods only P 5-4-3-3 General parts use report P Warranty reports 5-8-1 Print/Display warranty records P/S 5-8-2 Component history reports P/S 5-8-3 Component transaction reports P/S SYSTEM UTILITIES Facilities/Departments 8-2-1-3 Print Facility_Listing P 8-2-2-3 Print a Department Listing P Customer processing 8-3-4 Alphabetic customer listing P 8-3-5 Numeric customer listing P MOUNTED EQUIPMENT REPORTS Mounted Equipment 8-9-5-1 Print a range of equipment by equipment number P 8-9-5-2 Print Mounted equipment by vehicle number P TOTAL RTA STANDARD P43KWM:106 Exhibit "B" CALIFORNIA REFERENCES A & A Ready Mix Concrete Allan Bay 134 West Redondo Beach Blvd. Phone: 310-515-0933 Installed: 4/8/92 Gardena, CA 90248 #Units: 650 OPS: U-UNIX SCO City of Banning Tom Harper 176 E. Lincoln Street Phone: 714-922-0461 Installed: 01/01/04 Banning, CA 92220-0000 #Units: 290 OPS: M-NOVELL City of National City Jim Dredge 2100 Hoover Ave. Phone: 619-336-4365 Installed: 6/20/91 National City, CA 91950 #Units: 300 OPS: S-DOS City of Victorville Laurie McRoberts 14177 McCart Rd. Phone: 619-955-5207 Installed: 6/01/89 Victorville, CA 92392-0000 #Units: 380 OPS: S-DOS Dairy Fresh Ron Kalem 601 S. Rockefeller St. Phone: 714-986-0169 Installed: 11/08/89 Ontario, CA 91761-0000 #Units:0161 OPS:S-DOS Daley Corp Beth Lambert 9174 Rehco Road Phone: 619-552-8830 Installed: 6/01/90 San Diego, CA 92121 #Units: 400 OPS: M-NOVELL East Side Union High School Stan Phillips 830 North Capitol Avenue Phone: 408-272-6436 Installed: 11/13/91 San Jose, CA 95133 #Units: 165 OPS: S-DOS El Dorado National Forest Janet Fraser 100 Forni Road Phone: 916-622-5061 Installed: 1/1/90 Placerville, CA 95667 #Units: 600 OPS: S-DOS Fleming Foods W. Sacramento Bill Werner 3771 Channel Dr. Phone: 916-373-4200 Truck Shop Installed: 4/21/92 W. Sacramento, CA 95691 #Units: 150 OPS: S-DOS Fredericksen Tank Line Tanja Ward 840 Delta Ln. Phone: 916-371-4655 Installed: 7/23/92 West Sacramento, CA 95691 #Units: 100 OPS: M-NOVELL Gate City Beverage Herb Bunker 2505 Steele Street Phone: 714-799-1605 Installed: 11/01/89 San Bernardino, CA 92408 #Units: 160 OPS: U-XENIX Grayline Tours Malcolm Divine 350 8th Street Phone:415-558-7389 Installed:05/01/89 San Francisco, CA 94103 #Units: 120 OPS: M-NOVELL Jordano's Bill Kiff 550 S. Patterson Ave. Phone: 805-964-0611 Installed: 6/01/89 Santa Barbara, CA 93111-000 #Units: 440 OPS: M-NOVELL Los Banos Gravel Dane Emmel 22101 Sunset Ave. Phone: 209-826-5066 Installed: 01/08/90 Los Banos, CA 93635-0000 #Units: 75 OPS: S-DOS Marin Sanitary Service Nadine Muller 1050 Andersen Drive Phone: 415-456-2601 Installed: 9/18/91 San Rafael, CA 94901 #Units: 150 OPS: M-NOVELL Riverview Fire Protection Dist Armando Vasquez 1500 West 4th Street Phone: 510-757-4860 Installed: 8/28/91 Antioch, CA 94509 #Units: 40 OPS: M-NOVELL Rockview Dairies Inc. Ismeel Barges 7011 Stewart & Gray Rd. Phone:310-927-5511 Installed:l 1/11/92 Downy, CA 90241 SIC:5141-00#Units:0115 OPS:S-DOS Saugus Union School District George Gilbert 22211 W. Newhall Ranch Road Phone:805-297-8800 Installed:03/04/91 Saugus, CA 91350 SIC:8211-03#tUnits:0035 OPS:S-DOS Select Foods Wayne McClay 22885 Amadore Street Phone: 510-785-1000 Installed: 3/17/92 Hayward, CA 94541 #/Units: 199 OPS: S-DOS Exhibit "C" Exceptions to Requirements 1. a. 6. Department/Division field has 4 alphanumic digits. However, one of 20 user defined fields in the vehicle file can be used for the department field if necessary. I do not understand what is meant by optional test. 1. c. RTA has a vehicle utilization feature available. The number of available service days are established on a monthly basis. The user then enters the days the vehicle was used between fuel fill ups in our quick fuel entry program. Utilization percentages are computed and printed on our cost per unit reports by vehicle, department, make/yr. Other ways of sorting this information is available using our report writer. 2. b. Vehicle/Equipment Cost History Report -This information is not currently on one composit report but on different reports within the RTA system. A report with all items listed can be developed using report writer. 3. c. Defective Equipment Report - Further explanation from the City of San Bernardino is needed to answer this question. 3. h. Vehicle Replacement Tracking is not a current feature of the RTA system. It is, however, a potential future enhancement. 3. k. The RTA system through report writer can generate a report indicating vehicles in the shop for more than a specified period. The time stamp, however, is created when the work order is created. If the vehicle is in the shop before the work order is created or the work order is created prior to the vehicle being in the shop the time will be distorted. 3. n. The RTA software can monitor work done by outside shops through our OEM warranty program. The repair date & odometer reader are entered as well as the months and miles the repair is warrantied. If a work order is created for the engine or transmission and it is still under warranty the RTA system will inform the user. 3. p. Downtime reporting can be done using report writer. However, the vehicle down start time begins when the work order is opened and ends when the work order is closed. 4. d. 2 Economic order quanties are not currently available. 5. a. Employee Detail File - The RTA system has a mechanic file, with his ID number, wage, flat rate charged, and name abbreviation. This file also displays his productivity percentages in various categories for the week, last week, and last month. 5. b. 10 Due in dates are available for pm's as the actual due date does appear in the vehicle file but there is no due date for unscheduled maintenance. 7. a. The system should be able to interface with the existing business system. The RTA Fleet Maintenance Program through the report writer can extract data and export data into an ASCII format on the disk. The data can then be imported into the business sytem via an interface. 7. d. RTA can transfer data from your existing fleet system in our system. The cost for this transfer is $500 per file. The parts master is $500, the vehicle master is $500, repair history is $500, ect. Training Class Schedule Class Synopsis User Manual, Quick Reference Guide Usage General Over View of Main Menu How to customize RTA. Covers Setup Switches Vehicle Main Menus PM Scheduling Parts Menu Overview Each Section has a work shop to compliment lecture Work Order Usage and Reports Fueling Section Tire Inventory Reports Generated By RTA Exhibit "D" Training Recommendations i i The following training is recommended to implement the RTA system successfully. Installation Consulting 1. This consulting consists of a 2 day visit to the City of San Bernardino. The following is a list of what is covered. a) System switches - Review system options with user and set switches appropriately. b) Facility/Department Setup - Discuss how the system will be organized. Train user in entry of facilities and departments. i c) Mechanic Setup - Train user in entry of mechanic files. Discuss how labor will be billed to vehicles. d) VMRS Setup - Discuss repair codes. Discuss level of detail desired. e) Vehicle Master File Setup - Train user in entry of vehicle files. Discuss fields available, including 0 user defined fields class g , codes, make & model fields, pm scheduling, etc. Assist in development of vehicle data entry form and train on vehicle templates. Train user in entry of OEM warranties. f) Vendor Master File Setup - Train user in entry of vendor files. Discuss fields required for entry. Assist in development of data entry form. i g) Part Master File Setup - Train user in entry of part files. i Discuss fields available. Assist in development of a parts data entry form. Train user in development of part kits. h) Fuel Information - Train user in the entry of in-house pumps and tanks. i) Implementation Schedule - RTA with Lake County staff will develop a tentative implementation schedule. Tentative dates for the completion of each of the above items and the actual live date on the system will be determined. This consulting visit is designed to assist the user in entering data into the RTA system correctly and with purpose. RTA also has an implementation guide to assist the user in this process. Once the user has entered the majority of the information into the system, we recommend scheduling a 2 day Full System Training class. In this comprehensive training course you will learn about the entire RTA system. This -includes learning everything from the standard core of the software to the most current features and options. This will include Fueling, Parts, Work Orders, Vehicles, Tires, Bar Coding, Paperless Shop, End-Of-Period Processing, Trouble- Shooting and more. This training utilizes a practical approach starting with the basics. Then we move to the more advanced options and capabilities of the system. This course, will lay the foundation for full implementation of the RTA system. This class mixes lecture, discussion and hands-on participation. Attendees will be supplied with all training materials. EXHIBIT "E" RTA SUPPORT AGREEMENT 1. During the Agreement Term, (one year unless otherwise set forth) RTA shall render the following services in support of the Licensed Program subject to the compensation for each type of service in RTA's rate schedule set forth in the RTA price list (Exhibits A and B). a. RTA shall maintain a telephone hotline that allows the Customer to report system problems and seek assistance in use of the Licensed Program. This hotline is available from 6:00 AM to 5:00 PM MST, Monday through Friday. USA 800-279-0549, Canada 800-473-5338 b. RTA shall maintain a trained staff capable of rendering the services set forth in this Agreement. C. RTA shall be responsible for using all reasonable diligence in correcting verifiable and reproducible errors when reported to RTA. RTA shall, within 1 working day of verifying that such an error is present, initiate work in a diligent manner toward development of an error correction. Following completion of the error correction, RTA shall provide the error correction through a "temporary fix" consisting of sufficient programming and/or operating instructions to implement the error correction, and RTA shall include the error correction in all subsequent releases of the Licensed Program. RTA shall not be responsible for correcting errors in any version of the Licensed Program other than the most recent release of the Licensed Program, provided that RTA shall continue to support prior releases superseded by recent releases for a reasonable period sufficient to allow Customer to implement the newest release, not to exceed 90 days. d. RTA will, from time to time, issue new releases of the Licensed Program to its customers generally, containing error corrections, minor enhancements, and, in certain instances if RTA so elects, major enhancements. RTA shall provide the Customer with one copy of each new release, without additional charge. RTA shall provide reasonable assistance to help Customer install and operate each new release, provided that such assistance, if required to be provided at Customer's facility, shall be subject to the supplemental charges. e. RTA publishes a quarterly newsletter designed to keep its customers generally informed about the use and operation of the Licensed Program, features of new releases and enhancements, and current additional support and training offerings. The Customer will receive an annual subscription for the newsletter for the period this agreement is in force. f. RTA shall consider and evaluate the development of enhancements for the specific use of the Customer and shall respond to the Customer's requests for additional services pertaining to the Licensed Program (including, without limitation, data conversion and report-formatting assistance), provided that such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to by RTA and its Customer. 2. Term of the Agreement: a. This agreement will commence on the RTA software purchase date and will terminate on the purchase anniversary date each year unless payment for the succeeding year is received. Each year the Customer will be invoiced for the following year of technical support. b. If a Customer chooses not to renew the support agreement, support services will be provided on a time/materials rate basis. Agreed to by: on Representative Date Agreed to by: on Representative Date Ron Turley Associates, Inc EXHIBIT "E " MAINTENANCE COST PROJECTIONS Based on Ron Turley Associates' current price list the following is 5 year projection. These prices are subject to change. First year maintenance Included in price of system Second year on system $ 800.00 Third year on system $ 800.00 Fourth year on system $ 800.00 Fifth year on system $ 800.00 RESPONSE TIME The RTA Technical Support staff is available from 6:00 a.m. to 5 p.m. California time in the summer months and from 7:00 to 6:00 p.m. in the winter months. The average wait time for assistance is approximately 30 minutes. We will make every effort to assist you within the hour time period you specified, but cannot guarantee it in the event of extenuating circumstances we cannot control. We have modem support available if it is necessary to see your data first hand. On-site trouble shooting is not included in our standard maintenance agreement. The cost for on-site trouble shooting is $400 per day plus related travel expenses. If it is every necessary for RTA to make an on-site trouble shooting visit, we will make every effort to arrive as expediantly as possible. 1 RESOLUTION NO. 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO 3 MAKING FINDINGS AND DETERMINATIONS AS TO THE BENEFIT OF UNDERTAKING A CERTAIN PUBLIC 4 IMPROVEMENT PROJECT FOR THE MT. VERNON CORRIDOR REDEVELOPMENT PROJECT AREA (SAN 5 MARCOS STREET IMPROVEMENT PROJECT) 6 7 WHEREAS, the City of San Bernardino, California (the 8 "City" ) , is a municipal corporation and a charter city duly 9 reated and existing pursuant to the Constitution and the laws of 10 the State of California (the "City" ) ; and 11 WHEREAS, the Community Development Commission of the 12 City of San Bernardino (the "Commission" ) on behalf of the 13 Redevelopment Agency of the City of San Bernardino (the 14 "Agency" ) , is a redevelopment agency, a public body, corporate 15 and politic of the State of California, organized and existing 16 ursuant to the Community Redevelopment Law (Part 1 of 17 Division 24 commencing with Section 33000) of the Health and 18 Safety Code of the State of California (the "Act" ) ; and 19 WHEREAS, pursuant to Section 33445 of the Act, the 20 Agency may, with the consent of the Mayor and Common Council of 21 the City (the "Council" ) , pay all or a part of the cost of 22 installation and construction of any building, facility, 23 structure or other improvement which is publicly owned either 24 within or without the boundaries of a redevelopment project area 25 if the Council determines : (1) that such buildings, facilities, 26 structures or other improvements are of benefit to the 27 redevelopment project area or the immediate neighborhood in which 28 the project is located, regardless of whether such improvement is - 1 - 1 within another project area, or in the case of a project area in 2 which substantially all the land is publicly owned that the 3 improvement is of benefit to an adjacent project area of the 4 Agency, (2) that no other reasonable means of financing such 5 buildings, facilities, structures or other improvements is 6 available to the community, and (3) that the payment of funds for 7 the acquisition of land or the cost of buildings, facilities, 8 structures, or other improvements will assist in the elimination 9 of one or more blighting conditions inside the project area, and 10 such determinations by the Agency and the Council shall be final 11 and conclusive; and 12 WHEREAS, the City and the Commission have previously 13 approved and adopted the Redevelopment Plan for the Mt . Vernon 14 Corridor Redevelopment Project (the "Mt . Vernon Corridor 15 Redevelopment Plan" ) ; and 16 WHEREAS, it is in the interests of the present 17 landowners within and adjacent to the project area subject to the 18 Mt . Vernon Corridor Redevelopment Plan (hereinafter referred to 19 as the "Project Area" ) and the residents, both within and 20 adjacent to the Project Area and within the City generally, that 21 the Agency assist in the financing of certain public improvements 22 consisting primarily of the installation of water mains, fire 23 hydrants, sewer, curb, gutter and sidewalk, driveway approaches 24 and street lights, to prepare for future development on San 25 Marcos Street north of Walnut Avenue in an amount not to exceed 26 $ (the "Street Improvements" ) which Street Improvements 27 are to be undertaken within an area which is adjacent and in 28 proximity to the Project Area as further illustrated on the map - 2 - 1 attached hereto as Exhibit "A" ; and 2 WHEREAS, the undertaking of the Street Improvements 3 will make the future residential development of the area feasible 4 and will provide jobs, housing, and increased tax increment, and 5 will better meet the needs of the residents and occupants within 6 the Project Area and areas adjacent thereto; and 7 WHEREAS, the undertaking of the Street Improvements 8 will enhance aesthetic conditions through the development of new 9 and modern housing in areas immediately adjacent to the Project 10 Area; and 11 WHEREAS, residents and occupants from the Project Area 12 currently utilize the subject street and accordingly, its 13 improvement will ensure the health, safety and welfare of 14 residents and occupants of the Project Area; and 15 WHEREAS, the improvement of the street through the 16 undertaking of the Street Improvements is necessary for the 17 development of the Project Area and areas adjacent thereto since 18 the Project Area provides a residential base for many residents 19 who may desire to use the street or move into the newer housing; 20 and 21 WHEREAS, in order to promote the City' s health, safety 22 and welfare, it is important that the Street Improvements be 23 financed in order to ensure the orderly development of the 24 Project Area and neighboring areas; and 25 WHEREAS, it is appropriate at this time for the Council 26 to make certain findings and determinations and take certain 27 action with respect to the undertaking of the Street 28 Improvements . - 3 - 1 NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY 2 DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AS FOLLOWS : 3 Section 1 . The Recitals hereinabove are true and 4 correct and are incorporated herein by this reference . 5 Section 2 . The Commission consents to the payment 6 by the Agency of the costs of the Street Improvements to be 7 undertaken adjacent to the Project Area which are of benefit to 8 such Project Area and other neighborhoods within the City for the 9 reasons set forth in the Recitals hereinabove . The Commission 10 finds and determines that no other reasonable means of financing 11 the undertaking of the Street Improvements is presently available 12 to the City and that the City and the Agency require the use of 13 revenues generated from the Project Area in order to fund the 14 undertaking of the Street Improvements . 15 Section 3 . The provision of the Street Improvements 16 in an area adjacent to the Project Area will improve aesthetic 17 conditions around the Project Area and make possible necessary 18 residential development for the Project Area residents and 19 occupants which will make the Project Area more desirable for 20 further residential and other development which will in turn help 21 eliminate blight within such Project Area and other areas of the 22 City. 23 Section 4 . The Secretary is hereby authorized and 24 directed to cause this Resolution to be transmitted to the Mayor 25 and Common Council of the City for consideration in connection 26 with appropriate action by that body. 27 28 - 4 - j ESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO MAKING FINDINGS AND DETERMINATIONS AS TO THE 2 BENEFIT OF UNDERTAKING A CERTAIN PUBLIC IMPROVEMENT PROJECT FOR HE MT. VERNON CORRIDOR REDEVELOPMENT PROJECT AREA (SAN MARCOS 3 STREET IMPROVEMENT PROJECT) 4 Section 5 . The findings and determinations herein 5 shall be final and conclusive. This Resolution shall take effect 6 upon the date of its adoption. 7 8 I HEREBY CERTIFY that the foregoing Resolution was duly 9 adopted by the Community Development Commission of the City of 10 San Bernardino at a meeting 11 thereof, held on the day of , 12 1994 , by the following vote, to wit : 13 14 Commission Members : AYES NAYS ABSTAIN ABSENT 15 NEGRETE CURLIN 16 HERNANDEZ OBERHELMAN 17 DEVLIN POPE-LUDLAM 18 MILLER 19 20 Secretary The foregoing resolution is hereby approved this 21 day of 1994 . 22 Tom Minor, Chairman 23 Community Development Commission of the 24 City of San Bernardino Approved as to 25 form and legal content : 26 By: 27 Agency Counsel SBEO\OOOI\DOC\1 28 5 - 1 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) ss 2 CITY OF SAN BERNARDINO ) 3 I, Secretary of the Community Development Commission of the City of San Bernardino, DO HEREBY 4 CERTIFY that the foregoing and attached copy of Community Development Commission of the City of San Bernardino Resolution 5 No. is a full, true and correct copy of that now on file in this office. 6 IN WITNESS WHEREOF, I have hereunto set my hand and 7 affixed the official seal of the Community Development Commission of the City of San Bernardino this day of 8 1994 . 9 10 Secretary of the Community Development Commission 11 of the City of San Bernardino 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 j•: _ WN i f SIR lie, Wo a� w� 12A 4a �• r rt'a `. ■c w , W 1 d A �:.•�,;:rtr�.w;,.,:.!FP�"�" rte:��•-.,:'� """ !;a 1 RESOLUTION NO. 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO MAKING 3 FINDINGS AND DETERMINATIONS AS TO THE BENEFIT OF UNDERTAKING A CERTAIN PUBLIC 4 IMPROVEMENT PROJECT FOR THE MT. VERNON CORRIDOR REDEVELOPMENT PROJECT AREA (SAN 5 MARCOS STREET IMPROVEMENT PROJECT) 6 7 WHEREAS, the City of San Bernardino, California (the 8 "City" ) , is a municipal corporation and a charter city duly 9 created and existing pursuant to the Constitution and the laws of 10 the State of California (the "City" ) ; and 11 WHEREAS, the Community Development Commission of the 12 City of San Bernardino (the "Commission" ) on behalf of the 13 Redevelopment Agency of the City of San Bernardino (the 14 "Agency" ) , is a redevelopment agency, a public body, corporate 15 and politic of the State of California, organized and existing 16 pursuant to the Community Redevelopment Law (Part 1 of 17 Division 24 commencing with Section 33000) of the Health and 18 Safety Code of the State of California (the "Act" ) ; and 19 WHEREAS, pursuant to Section 33445 of the Act, the 20 Agency may, with the consent of the Mayor and Common Council of 21 the City (the "Council" ) , pay all or a part of the cost of 22 installation and construction of any building, facility, 23 structure or other improvement which is publicly owned either 24 within or without the boundaries of a redevelopment project area 25 if the Council determines : (1) that such buildings, facilities, 26 structures or other improvements are of benefit to the 27 redevelopment project area or the immediate neighborhood in which 28 the project is located, regardless of whether such improvement is - 1 - j within another project area, or in the case of a project area in 2 which substantially all the land is publicly owned that the 3 improvement is of benefit to an adjacent project area of the 4 Agency, (2) that no other reasonable means of financing such 5 buildings, facilities, structures or other improvements is 6 available to the community, and (3) that the payment of funds for 7 the acquisition of land or the cost of buildings, facilities, 8 structures, or other improvements will assist in the elimination 9 of one or more blighting conditions inside the project area, and 10 such determinations by the Agency and the Council shall be final 11 and conclusive; and 12 WHEREAS, the City and the Commission have previously 13 approved and adopted the Redevelopment Plan for the Mt . Vernon 14 Corridor Redevelopment Project (the "Mt . Vernon Corridor 15 Redevelopment Plan" ) ; and 16 WHEREAS, it is in the interests of the present 17 landowners within and adjacent to the project area subject to the 18 Mt . Vernon Corridor Redevelopment Plan (hereinafter referred to 19 as the "Project Area" ) and the residents, both within and 20 adjacent to the Project Area and within the City generally, that 21 the Agency assist in the financing of certain public improvements 22 consisting primarily of the installation of water mains, fire 23 hydrants, sewer, curb, gutter and sidewalk, driveway approaches 24 and street lights, to prepare for future development on San 25 Marcos Street north of Walnut Avenue in an amount not to exceed 26 $ (the "Street Improvements" ) which Street Improvements 27 are to be undertaken within an area which is adjacent and in 28 proximity to the Project Area as further illustrated on the map - 2 - 1 attached hereto as Exhibit "A" ; and 2 WHEREAS, the undertaking of the Street Improvements 3 will make the future residential development of the area feasible 4 and will provide jobs, housing, and increased tax increment, and 5 will better meet the needs of the residents and occupants within 6 the Project Area and areas adjacent thereto; and 7 WHEREAS, the undertaking of the Street Improvements $ will enhance aesthetic conditions through the development of new 9 and modern housing in areas immediately adjacent to the Project 10 Area; and 11 WHEREAS, residents and occupants from the Project Area 12 currently utilize the subject street and accordingly, its 13 improvement will ensure the health, safety and welfare of 14 residents and occupants of the Project Area; and 15 WHEREAS, the improvement of the street through the 16 undertaking of the Street Improvements is necessary for the 17 development of the Project Area and areas adjacent thereto since 18 the Project Area provides a residential base for many residents 19 who may desire to use the street or move into the newer housing; 20 and 21 WHEREAS, in order to promote the City' s health, safety 22 and welfare, it is important that the Street Improvements be 23 financed in order to ensure the orderly development of the 24 Project Area and neighboring areas; and 25 WHEREAS, it is appropriate at this time for the Council 26 to make certain findings and determinations and take certain 27 action with respect to the undertaking of the Street 28 Improvements . - 3 - 1 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON 2 1COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS : 3 Section 1 . The Recitals hereinabove are true and 4 correct and are incorporated herein by this reference . 5 Section 2 . The Council consents to the payment by 6 the Agency of the costs of the Street Improvements to be 7 undertaken adjacent to the Project Area which are of benefit to 8 such Project Area and other neighborhoods within the City for the 9 reasons set forth in the Recitals hereinabove . The Council finds 10 and determines that no other reasonable means of financing the 11 ndertaking of the Street Improvements is presently available to 12 the City and that the City and the Agency require the use of 13 revenues generated from the Project Area in order to fund the 14 undertaking of the Street Improvements . 15 Section 3 . The provision of the Street Improvements 16 in an area adjacent to the Project Area will improve aesthetic 17 conditions around the Project Area and make possible necessary 18 residential development for the Project Area residents and 19 occupants which will make the Project Area more desirable for 20 further residential and other development which will in turn help 21 eliminate blight within such Project Area and other areas of the 22 City. 23 Section 4 . The City Clerk is hereby authorized and 24 directed to cause this Resolution to be transmitted to the Agency 25 for consideration in connection with appropriate action by that 26 body. 27 28 - 4 - 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO MAKING FINDINGS AND DETERMINATIONS AS TO THE BENEFIT 2 OF UNDERTAKING A CERTAIN PUBLIC IMPROVEMENT PROJECT FOR THE MT. VERNON CORRIDOR REDEVELOPMENT PROJECT AREA (SAN MARCOS STREET 3 IMPROVEMENT PROJECT) 4 Section 5 . The findings and determinations herein 5 shall be final and conclusive. This Resolution shall take effect 6 upon the date of its adoption. 7 8 I HEREBY CERTIFY that the foregoing Resolution was duly 9 adopted by the Mayor and Common Council of the City of 10 San Bernardino at a meeting 11 thereof, held on the day of , 12 1994 , by the following vote, to wit : 13 AYES : Council Members 14 15 NAYS : 16 ABSENT: 17 18 19 City Clerk 20 The foregoing resolution is hereby approved this 21 day of 1994 . 22 Tom Minor, Mayor 23 City of San Bernardino 24 Approved as to 25 form and legal content : JAMES F. PENMAN, 26 City Attorney 27 28 s O �0001\DOC\z 5 - 1 STATE OF CALIFORNIA ) COUNTY OF ) 2 3 On before me, (here insert name and title of the officer) , personally appeared 4 , personally known to me (or proved to e on the basis of satisfactory evidence) to be the person (s) 5 whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in 6 his/her/their authorized capacity(ies) , and that by his/her/their signature (s) on the instrument the person (s) , or the entity upon 7 behalf of which the person (s) acted, executed the instrument . $ WITNESS my hand and official seal . 9 Signature (Seal) 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 k� �l A r� i!s f 1 7 7 Waco MA � 1��1 � '�:, 0 4 0 0 4 0 • P. r1. ti \ . v. viii►. .� �� i. ell C11 FNv r �.i M SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY LOAN AGREEMENT (SAN MARCOS STREET IMPROVEMENTS) This Loan Agreement is entered into as of the day of , 1994, by and between the Redevelopment Agency of the City of San Bernardino (the "Agency" ) , a public body, corporate and politic, duly organized and existing under the Constitution and laws of the State of California, and the San Bernardino Joint Powers Financing Authority (the "Authority") , a joint powers authority, duly organized and existing under the Constitution and laws of the State of California. R E C I T A L S A. The Agency is a redevelopment agency duly created, established and authorized to transact business and exercise its powers, in accordance with the California Community Redevelopment Law as found in Health and Safety Code Section 33000, et sec . (the "Act" ) . B. The Authority is a joint powers authority duly created, established and authorized to transact business and exercise its powers in accordance with the California Joint Exercise of Powers Act, and a certain joint powers agreement (the "JPA Agreement" ) . -1- C. The Agency has previously caused the establishment of a redevelopment project area which is subject to the Mt . Vernon Corridor Redevelopment Plan (the "Mt . Vernon Corridor Project Area" ) which encompasses portions of the City of San Bernardino (the "City" ) . D. The Agency is seeking to undertake redevelopment activities within its Mt . Vernon Corridor redevelopment project areas, which activities include the installation of water mains, fire hydrants, sewer, curb, gutter and sidewalk, driveway approaches and street lights to prepare for future development ( "San Marcos Street Improvements" ) . E. In order to assist the Agency with the construction of the San Marcos Street Improvements, the Authority deems it desirable to loan certain moneys to the Agency in order that the Agency be able to exercise its powers under the Act and undertake certain redevelopment activities by way of the construction of the San Marcos Street Improvements to eliminate blight and to benefit the Mt . Vernon Corridor Project Area. NOW, THEREFORE, in consideration of the foregoing and mutual covenants and conditions set forth herein, the parties hereto agree as follows : -2- 1 . Authority Loan. The Authority hereby agrees to loan to the Agency an amount equal to Dollars ($ ) (the "Authority Loan" ) on the following terms : a. Authority Loan proceeds will be used exclusively by the Agency to cause the installation of the San Marcos Street Improvements in order that the Agency be able to eliminate blight and provide for housing opportunities within and adjacent to the Project Area. b. The term of the Authority Loan shall be for a period of time not to exceed the duration of the Redevelopment Plan. The IVDA shall have the right to prepay all or part of the Loan plus accrued interest without penalty. C . Interest shall accrue at the rate equal to the lesser of 7 . 0o per annum or the rate then in effect from time-to- time of the Local Agency Investment Fund on the unpaid principal balance from the date that the funds are advanced to the Agency, and will continue until the debt is paid in full . 2 . Repayment . The Agency agrees to repay the Authority any and all outstanding amounts of principal and interest due under the Loan created pursuant to this Loan Agreement from, and solely to the extent that funds are available, tax increment revenues generated from the Mt . Vernon Corridor Redevelopment Project Area. -3- 3 . Miscellaneous . a. This Loan Agreement shall bind and inure to the benefit of the successors and assigns of each of the parties hereto. b. Each party agrees to perform any further acts and execute and deliver any documents which may be necessary to carry out the provisions or intent of this Loan Agreement . C . This Loan Agreement may be amended at any time by the written agreement of the parties hereto. No amendment or waiver of the terms hereof shall be valid unless contained in writing and executed by the parties to this Loan Agreement . d. The parties hereby agree that this Loan Agreement has been executed and delivered in the State of California and shall be construed, enforced and governed by the laws thereof . e . In the event that any provision of this Loan Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Loan Agreement . -4- f . This Loan Agreement contains the entire agreement between the parties hereto pertaining to the subject matter hereof, with the exception of the other agreements referenced explicitly or implicitly herein. This Loan Agreement supersedes all prior and contemporaneous agreements and understandings of the parties with respect to the matters resolved herein, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof, except as set forth or referred to herein. -5- IN WITNESS WHEREOF, the parties have signed this Loan Agreement as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Chairman (SEAL) Attest : By: Secretary SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY By: (SEAL) Attest : By: Secretary SBE00001\D0C\3 04\01\94 11:55 -6- AGENCY LOAN AGREEMENT TO THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY This Loan Agreement is entered into as of the day of , 1994 , by and between the Redevelopment Agency of the City of San Bernardino (the "Agency" ) , a public body, corporate and politic, duly organized and existing under the Constitution and laws of the State of California, and the San Bernardino Joint Powers Financing Authority (the "Authority" ) , a joint powers authority, duly organized and existing under the Constitution and laws of the State of California. R E C I T A L S A. The Agency is a redevelopment agency duly created, established and authorized to transact business and exercise its powers in accordance with the California Community Redevelopment Law as found in Health and Safety Code Section 33000, et se q. (the "Act" ) . B . The Authority is a joint powers authority duly created, established and authorized to transact business and exercise its powers in accordance with the California Joint Exercise of Powers Act, and a certain joint powers agreement (the "JPA Agreement" ) . -1- C. The Agency has previously caused the adoption of the Redevelopment Plan for the South Valle Redevelopment Project Area. D. The Community Redevelopment Law Health and Safety Code Section 33603) authorizes redevelopment agencies to invest any money held in reserves or sinking funds, or any money not required for immediate disbursement, in property or securities . E. There are presently available to the Agency funds generated by the South Valle Park Redevelopment Project (the "Project" ) , which may be invested. F. The Authority deems it desirable to borrow certain funds from the Agency. NOW, THEREFORE, in consideration of the foregoing and mutual covenants and conditions set forth herein, the parties hereto agree as follows : 1 . Agency Loan. The Agency hereby agrees to loan an amount equal to Dollars ($ ) to the Authority on April 4 , 1994 . The Authority shall, in consideration of such loan, be obligated to pay to the Agency an amount of Dollars ($ ) (the "Loan Amount" ) , plus interest accruing at the lessor of (i) seven percent (7%) per annum or (ii) the rate of interest paid by the Local Agency -2- Investment Fund from time-to-time; provided that at the option of the Agency said loan shall mature one (1) year from the date hereof and may be extended for successive one (1) year periods . 2 . Prepayment . The Authority may prepay the loan at any time prior to the term of the loan without prepayment penalty which initial term shall be for one (1) year with successive one (1) year renewal periods . 3 . Miscellaneous . a. This Loan Agreement shall bind and inure to the benefit of the successors and assigns of each of the parties hereto. b. Each party agrees to perform any further acts and execute and deliver any documents which may be necessary to carry out the provisions or intent of this Loan Agreement . C . This Loan Agreement may be amended at any time by the written agreement of the parties hereto. No amendment or waiver of the terms hereof shall be valid unless contained in writing and executed by the parties to this Loan Agreement . -3- d. The parties hereby agree that this Loan Agreement has been executed and delivered in the State of California and shall be construed, enforced and governed by the laws thereof . e. In the event that any provision of this Loan Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Loan Agreement . f . This Loan Agreement contains the entire agreement between the parties hereto pertaining to the subject matter hereof, with the exception of the other agreements referenced explicitly or implicitly herein. This Loan Agreement supersedes all prior and contemporaneous agreements and understandings of the parties with respect to the matters resolved herein, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof, except as set forth or referred to herein. -4- IN WITNESS WHEREOF, the parties have signed this Loan Agreement as of the date first above written. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Chairman (SEAL) Attest : By: Secretary SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY By: (SEAL) Attest : By: Secretary SBE00001\DOC\4 04\01\94 12:25 -5-