C23803013_Exhibit_A_through_T_and_V.docx

California Department of Parks and Recreation

Request for Proposal C23803013 for Law Enforcement and Emergency Services Division Parking Citation Processing and Collection Services

Bidder Exhibits A through T and V through W (Exhibit A, Attachment 1, Detailed Scope of Work; Exhibit B, Attachments 1 and 2, Cost Proposals; and, Exhibit U – SOW Requirements Summary Table and Instructions; are provided as separate files)

March 2023

TABLE OF CONTENTS

EXHIBITS

Exhibit A – Scope of Work

RFP C23803013

California Department of Parks and Recreation

Exhibit B – Budget Detail and Payment Provisions

1. Invoicing and Payment A. For services satisfactorily rendered, and upon receipt and approval of the invoices, the State agrees to compensate the Contractor for actual expenditures incurred in accordance with the rates specified in Exhibit B, Attachment 1-Procesing Fee Cost Proposal and Attachment 2-Handheld Ticket Writer Cost Proposal, which are attached hereto and made a part of this Agreement.

In accordance with Detailed Scope of Work, Exhibit A, Attachment 1:

Processing of Citations, Exhibit B, Attachment 1: Contractor shall be paid at the per citation rates in Exhibit B, Attachment 1. Contractor shall submit monthly invoices to the DPR, in arrears, for the processing of parking citations. Contractor must provide an electronic backup report for each invoice submitted. The contract amount is calculated as an average per documented transactions, the state cannot anticipate the number of citations that will be issued/processed during the contract term.

Handheld Ticket Writers Lease/Fees, Exhibit B, Attachment 2: Contractor shall be paid at the monthly rate in Exhibit B, Attachment 2 for each Handheld Ticket Writer / Portable Printer (if applicable) deployed to park units. Contractor shall submit monthly invoices to the DPR, in arrears, as stipulated in SOW, Exhibit A, Attachment 1, Section 2., 2.1, Paragraph M. Item b. For any handheld ticket writers/printers (if applicable) returned to the contractor, the contractor will invoice the DPR pro-rata (if applicable); the invoice shall document the return explanation.

State, County and Local Entities Fees: Contractor shall submit monthly invoices, in arrears, for fees due to state, county and local entities. Contractor must provide an electronic backup report for each invoice submitted. Report descriptions are listed in Exhibit A, Attachment 1, Scope of Work, paragraph O-Reports (2. County Fees and 3. California SNO-PARK permit program-county fees).

Court Filing Fees: If the violator wins their case, Contractor shall ensure the return of the violator’s court filing fee and invoice the DPR for the court filing fee. Invoice must include violator name, and parking citation number.

Collection Services: Compensation for non-FTB collection services will be 30% of revenue received. DPR shall pay Contractor no more frequently than monthly upon receiving a detailed invoice and electronic backup report indicating citation number, method of collection, and amount collected.

B. Invoices shall include the Agreement Number and shall be submitted via email not more frequently than monthly in arrears to:

Jennifer Martin, Program Support Manager and Alex Luscutoff, Contract Manager jennifer.martin@parks.ca.gov and alex.luscutoff@parks.ca.gov

If invoices are mailed, please address paper items to:

Park Operations DTI Admin 715 P Street 12th Floor Sacramento, CA 95814

2. Budget Contingency Clause A. It is mutually agreed that if the Budget Act of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall be of no further force and effect. In this event, the State shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

B. If funding for any fiscal year is reduced or delayed by the Budget Act for purposes of this program, the State shall have the option to either cancel this Agreement with no liability to the State or offer an agreement amendment to Contractor to reflect the reduced amount.

3. Prompt Payment Clause Payment will be made in accordance with, and within the time specified in, Government Code Chapter 4.5, commencing with Section 927.

4. Timely Submission of Final Invoice A. A final undisputed invoice shall be submitted for payment no more than ninety (90) calendar days following expiration or termination date of this Agreement, unless a later or alternate deadline is agreed to in writing by the DPR representative. Said invoice should be clearly marked “Final Invoice”, thus indicating that all payment obligations of the State under this Agreement have ceased and that no further payments are due or outstanding.

B. The State may, at its discretion, choose not to honor any delinquent final invoice if the Contractor fails to obtain prior written State approval of an alternate final invoice submission deadline. Written State approval shall be sought from the DPR representative prior to the expiration or termination date of this Agreement.

5. Disabled Veterans Participation Goals A. Upon completion of an awarded contract in which a commitment to achieve a DVBE goal was made, the prime contractor that entered into a subcontract with a DVBE is required to complete and submit form STD 817 within 60 days to certify payment information to the awarding department, in accordance with Military and Veterans Code (M&VC) Section 999.5.

B. For contracts awarded on or after January 1, 2021, pursuant to M&VC Section 999.7, the State shall withhold ten thousand dollars ($10,000) from the final payment, or the full final payment if less than ten thousand dollars ($10,000), until the prime contractor complies with the certification requirements of M&VC Section 999.5. Prime contractors that fail to comply with the certification requirements shall be given notice and allowed to cure the defect. If after 15 calendar days but not more than 30 calendar days from the date of the notice, the prime contractor fails to comply with the certification requirement, the State shall permanently deduct ten thousand dollars ($10,000) from the final payment, or the full payment if less than ten thousand dollars ($10,000). The withholding applies to all contracts with a DVBE subcontractor.

C. Notwithstanding any other law, an awarding department shall not withhold more than the amount specified on the final payment of any Disabled Veteran Enterprise contract for the purpose of ensuring compliance with the certification requirements of M&VC 999.5.

Exhibit C – General Terms and Conditions (GTC 04/2017) GTC 04/2017 will be incorporated by reference and made a part of the agreement as if attached to the contract resulting from this RFP. This document can be viewed at https://www.dgs.ca.gov/OLS/Resources.

Exhibit D – Special Terms and Conditions

1. Insurance Requirements When Contractor submits a signed agreement to State, Contractor shall furnish to the California Department of Parks and Recreation’s (DPR) a Certificate(s) of Insurance and endorsements in compliance with the following requirements:

A. Policy

The Certificate of Insurance shall: (a) be in a form acceptable to the State; (b) be written by an insurer acceptable to State; (c) be maintained at Contractor’s sole expense;

(d) be in full force for the complete term of the agreement; (e) be primary, and not in excess to any insurance carried by the State; (f) be furnished to the DPR PMO within fifteen (15) days, upon request.

B. Coverage (Additional coverage beyond the following, when required, shall be identified through an attachment to this exhibit.)

General Liability Insurance: Contractor shall procure commercial general liability insurance covering liability arising out of premises operations, products/completed operations, personal/advertising injury and liability assumed under an insured contract with limits not less than $1,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. Said policy shall apply separately to each insured against whom any claim is made or suit is brought subject to Contractor’s limits of liability.

Motor Vehicle Liability Insurance: Contractor shall maintain motor vehicle liability insurance with limits not less than $1,000,000 combined single limit each accident.

Such insurance shall cover liability arising out of an accident involving a motor vehicle in use by Contractor, including, but not limited to, Contractor owned, hired, and non- owned motor vehicles.

Cyber Liability insurance: Contractor shall maintain Cyber Liability with limits of not less than $2,000,000. for each occurrence and an annual aggregate of $4,000,000 covering claims involving privacy violations, information theft, damage to or destruction of electronic information, intentional and/or unintentional release of private information, alteration of electronic information, extortion and network security.

Professional Liability: Contractor shall maintain Professional Liability at $2,000,000 covering any damages caused by a negligent error, act or omission. The policy’s retroactive date must be displayed on the certificate of insurance and must be before the date this contract was executed or before the beginning of contract work. The contractor is responsible to maintain continuous coverage for up to three years after the notice of completion.

Workers’ Compensation and Employer’s Liability Insurance: Contractor shall maintain statutory worker’s compensation and employer’s liability insurance for all of Contractor’s employees who will be engaged in the performance of work on the property, including special coverage extensions where applicable.

C. Endorsements (The following must appear on the Endorsement Page.)

Additional Insured: That the State of California, its officers, agents, employees and servants are included as additional named insured, but only insofar as the operations under this agreement are concerned. The endorsements are to be provided for the general liability, motor vehicle liability, cyber liability, and professional liability policies.

Waiver of Subrogation: When work is performed on State-owned or controlled property the Workers’ Compensation and Employers’ Liability policy shall be endorsed with a waiver of subrogation endorsement in favor of the State. This endorsement shall also be provided.

D. Contractor’s Additional Responsibilities

Contractor is responsible for any deductible or self-insured retention contained within the insurance program. Contractor shall notify the DPR within ten (10) days of Contractor receiving a notice of cancellation or non- renewal of insurance policies required in this agreement.

Contractor shall ensure that all subcontractors procure insurance meeting the requirements of these provisions.

Upon State’s request, Contractor shall provide copies of its Worker’s Compensation and Employer’s Liability Insurance.

Concurrent with the execution of this agreement, Contractor shall provide to State evidence that the insurance required to be carried by these provisions, including any endorsement affecting the additional insured status, is in full force and effect and that premiums therefore have been paid. At State’s discretion, such evidence shall be the appropriate ACORD Form (Certificate of Insurance) or a certified copy of the original policy, including all endorsements.

Upon notification by State of receipt of a notice of cancellation, expiration, or any reduction in coverage, or if the insurer commences proceeding or has proceeding commenced against it, indicating the insurer is insolvent, Contractor shall provide to the DPR evidence of replacement policy at least ten (10) working days prior to the effective date of such cancellation, expiration, or reduction in coverage.

E. Insurance Companies

Insurance companies issuing any of the policies required by these provisions shall have a rating classification of “A-” or better and a financial size category rating of “vii” or better according to the latest edition of the A.M. Best Key Rating Guide. Any other rating classification requires the DPR approval. All insurance companies issuing any of the policies required by these provisions shall be licensed to do business in the State of California.

F. State Remedies

Should Contractor fail to keep the insurance required to be carried by these provisions in full force and effect at all times, State may in addition to any other remedies State has, terminate this agreement immediately and all payments due or that become due will be withheld until notice is received by State that such insurance has been restored or replaced to full force and effect and that the premiums therefore have been paid to cover a period of time satisfactory to State.

2. Licenses and Permits Contractor shall be an individual or firm licensed to do business in California and shall obtain at its expense all license(s) and permit(s) required by law for accomplishing any work required in connection with this agreement.

If Contractor is located within the State of California, a business license from the city/county in which it is headquartered is necessary; however, if Contractor is a corporation, a copy of the incorporation documents/letter from the California Secretary of State’s Office can be submitted. If Contractor is located outside the State of California, Contractor shall submit to the DPR a copy of the business license or incorporation papers for the respective state showing that the company is in good standing within that state.

In the event, any license(s) and/or permit(s) expire at any time during the term of this Agreement, Contractor agrees to provide the DPR with a copy of the renewed license(s) and/or permit(s) within 30 days following the expiration date. In the event Contractor fails to keep in effect at all times all required license(s) and permit(s), State may, in addition to any other remedies it may have, terminate this agreement upon occurrence of such event.

3. Disputes Unless otherwise provided in this agreement, any dispute concerning a question of fact arising under this agreement which cannot be resolved informally shall be decided by the following two-step procedures.

Contractor must provide written notice of the particulars of such disputes to the DPR representative. The DPR must respond in writing within ten (10) working days of receipt of the written notice of dispute. Should Contractor disagree with the DPR’s decision, Contractor may appeal to the second level. Pending the decision on appeal, Contractor shall proceed diligently with the performance of this agreement in accordance with the DPR’s decision. The second level appeal must indicate why the DPR’s decision is unacceptable, attaching to it Contractor’s original statement of the dispute with supporting documents, along with a copy of the DPR’s response. The second level appeal shall be sent to the DPR Deputy Director of Administrative Services, 1416 Ninth Street, Sacramento, CA 95814, or his/her duly appointed representative. The second level appeal must be filed within fifteen

(15) working days of receipt of the DPR’s decision. Failure to submit an appeal within the period specified shall constitute a waiver of all such right to an adjustment of this agreement. The DPR Deputy Director or designee shall meet with Contractor to review the issues raised. A written decision signed by the DPR Deputy Director or designee shall be returned to Contractor within fifteen (15) working days of the receipt of the appeal.

4. Termination at the State’s Option The State reserves the right to terminate this Contract, in whole or in part, without cause, and without any prejudice to any of its legal rights or remedies under the law, subject to 30 days written notice to Contractor. In such event, Contractor agrees to use all reasonable efforts to mitigate its expenses and obligations under the Agreement. In such event, State shall pay Contractor for:

A. all services accepted by the State that were rendered prior to such notice of termination; or B. all services accepted by the State that were rendered prior to the date of termination stipulated in the notice; and C. for all expenses approved by the State which were incurred by Contractor prior to said termination which:

1. have not yet been included in invoices for service rendered prior to termination, and

2. which could not by reasonable efforts of Contractor have been avoided.

Notwithstanding the terms of this section, the State may immediately terminate this Contract for cause. The term “for cause” shall mean the Contractor fails to meet the terms, conditions, and/or responsibilities of the Contract. In this instance, the Contract termination shall be effective as of the date indicated on the State’s notification to the Contractor.

5. Force Majeure Except for defaults of subcontractors, neither party shall be responsible for delays or failures in performance resulting from acts beyond the control of the offending party. Such acts shall include but shall not be limited to acts of God, fire, flood, earthquake, other natural disaster, nuclear accident, strike, lockout, riot, freight embargo, public regulated utility, or governmental statutes or regulations superimposed after the fact. If a delay or failure in performance by Contractor arises out of a default of its subcontractor, and if such default of its subcontractor, arises out of causes beyond the control of both Contractor and subcontractor, and without the fault or negligence of either of them, Contractor shall not be liable for damages of such delay or failure, unless the supplies or services to be furnished by subcontractor were obtainable from other sources in sufficient time to permit Contractor to meet the required performance schedule.

6. Forced, Convict, and Indentured Labor

No foreign-made equipment, materials, or supplies furnished to State pursuant to this agreement may be produced in whole or in part by forced labor, convict labor, or indentured labor. By submitting a bid to State or accepting a purchase order, Contractor agrees to comply with this provision of this agreement.

7. Subcontractors Nothing contained in this Agreement, or otherwise, shall create any contractual relation between the State and any subcontractors, and no subcontract shall relieve the Contractor of its responsibilities and obligations hereunder.

A. Subcontractor Actions – Contractor shall solely be responsible for all actions of subcontractors, including acts and omissions by subcontractors and persons either directly or indirectly employed by said subcontractors. Failure of a subcontractor to perform for any reason shall not relieve Contractor of the responsibility for competent and timely performance of duties under this Agreement, except as provided under “Force Majeure” of these Special Terms and Conditions.

B. Subcontractor Payment – Contractor shall solely be responsible for all payment to subcontractors. The Contractor’s obligation to pay its subcontractors is an independent obligation from the State’s obligation to make payments to the Contractor. As a result, the State shall have no obligation to pay or to enforce the payment of any moneys to any subcontractor retained by the Contractor.

C. Communication – The Contractor shall act as the primary point of contact to the Department of Parks and Recreation for all aspects of any subcontractors, such that DPR staff will not need to communicate directly with subcontractors.

D. Approval to Subcontract – No work shall be subcontracted without the prior written approval of DPR. In the event the Contractor desires to subcontract any portion of work associated with this engagement, or in the event of a change to an existing subcontracted relationship, Contractor shall submit to the DPR a written description of the proposed subcontracted activities, including identification of proposed subcontracted parties.

E. Termination of Subcontract – Upon termination of any subcontract, the Contractor shall immediately notify the DPR.

8. Excise Tax The State of California is exempt from federal excise taxes, and no payment will be made for any taxes levied on employees’ wages.

9. Priority Hiring Considerations for Contracts with a Value of $200,000 If the resulting agreement will have a total value of $200,000 or more, Contractor is hereby advised that it will be obligated to give priority consideration in filling vacancies in positions funded by the resulting agreement to qualified recipients of aid under Welfare and Institutions Code Section 11200. This requirement shall not interfere with or require a violation of a collective bargaining agreement, a federal affirmative action obligation for hiring disabled veterans of the Vietnam era, or nondiscrimination compliance laws of California and does not require the employment of unqualified recipients of aid.

10. Intellectual Property Any works developed during and/or pursuant to this agreement by Contractor, including all related copyrights and other proprietary rights therein, as may now exist and/or which hereafter come into existence, shall belong to State upon creation, and shall continue in State’s exclusive ownership upon termination of this agreement. Contractor further intends and agrees to assign to State all right, title and interest in and to such materials as well as all related copyrights and other proprietary rights therein. Contractor agrees to cooperate with State and to execute any document or documents that may be found to be necessary to give the foregoing provisions full force and effect, including but not limited to, an assignment of copyright. Contractor agrees not to incorporate into or make the works developed, dependent upon any original works of authorship or Intellectual Property Rights of third parties without first (a) obtaining State’s prior written permission, and (b) granting to or obtaining for State a nonexclusive, royalty-free, paid-up, irrevocable, perpetual, world-wide license, to use, reproduce, sell, modify, publicly and privately display and distribute, for any purpose whatsoever, any such prior works.

Exhibit E – Additional Terms and Conditions

1. Subcontract DVBE Consideration If a terminated subcontractor is a DGS certified Disable Veteran Business Enterprise (DVBE), the Contractor must replace the subcontractor with another DGS certified DVBE and such replacement must be approved by the DPR. Failure to adhere to DVBE Participation may be grounds for Contract termination and recovery of damages under the rights and remedies due the state under the default section of the Contract. The Agreement shall permit the State to audit the Contractor to verify compliance with DVBE regulations.

2. Ownership of Data Under said Agreement, Business and Citee Data collected or managed by Contractor during the course of this engagement shall be owned, and its use shall be solely governed by the State.

Data refers to Business Data and Citee Data. Business Data is all information related to (1) the processing, history and status of a citation as well as (2) statistical reporting information (3) and information pertaining to all appeals, payments, collections, and accounting regardless of method or source of information.

Citee Data refers to all information pertaining to the Citee that is maintained under the Contract that identifies or describes an individual, including, but not limited to, his or her name, email address, social security number, physical description, address or telephone number, and financial information.

The Contractor shall return all data elements in a standard format delimited pursuant to the State’s instructions upon the request of the DPR, and at the expiration or termination of this Contract. The DPR may request the transfer of data (conversion files) to the succeeding vendor for open citations, advanced collections and other pending transactions, (refer to SOW 2.1, B. item 13).

In the alternative, and only at the State’s request, the Contractor shall permanently destroy any portion of the dataset in the Contractor’s possession or control and shall issue a written statement to the DPR confirming its destruction of the State’s data. See Exhibit K, Security and Confidentiality Statement.

3. Confidentiality of Data The Contractor recognizes that much of the information obtained during the course of its work for the DPR may be subject to other privileges and may not be disclosed without the consent of the DPR or its staff who include, but are not limited to, attorney work product privilege, the official information privilege, the attorney-client privilege, and other prohibitions precluding disclosure of confidential information.

The Contractor agrees not to disclose any information that is not in the public domain regarding its work to third parties except with the DPR PMO’s express written consent, and to return all documents obtained during the course of the Agreement. The Contractor agrees to notify the DPR of any inquires and/or request for disclosure from any such third parties.

The Contractor will not comment publicly to the press or any other media regarding its work that is not in the public domain, or the DPR’s action on the same, except to the DPR staff, Contractor’s own personnel and/or subcontractors involved in the completion of tasks under this agreement, or at a public hearing, or in response to questions from a legislative committee.

After any document submitted has become a part of the public records of the State, the Contractor may at its own expense, publish or utilize the same.

4. Information Integrity and Security (Data Privacy)

Civil Code section 1798.19 requires that an agency that contracts for the operation or maintenance of records containing personal information, as defined in the Information Practices Act (Civil Code section 1798 et seq.) to accomplish an agency function, shall cause, consistent with its authority, the requirements of the Information Practices Act to be applied to those records. Civil Code section 1798.19 further provides that for the purposes of Article 10 of the Civil Code (commencing with section 1798.55), any contractor or employee of the Contractor, shall be considered to be an employee of the agency. Civil Code section 1798.55 provides that the intentional violation of any provision of the Information Practices Act or of any rules or regulations adopted thereunder, by an officer or employee of any agency shall constitute a cause for discipline, including termination of employment.

Civil Code section 1798.56 provides that any person who willfully requests or obtains any record containing personal information from an agency under false pretenses shall be guilty of a misdemeanor and fined not more than $5,000 or imprisoned for not more than one year, or both.

Civil Code sections 1798.82-1798.84 require that if a person or business that owns or licenses computerized data that includes personal information discovers or is notified of a breach in the security of the data, that person or business must provide notice of the breach of security to any California resident whose unencrypted personal information was, or is reasonably believed to have been, acquired by an unauthorized person. (See Civil Code section 1798.82 (a). Persons or businesses that maintain, but do not own, such data must notify the owner of any security breach. (See Civil Code section 1798.82 (b). Customers or Citees injured by a violation of Civil Code sections 1798.80 - 1798.84 may institute a civil action for damages, and may, for violations of section 1798.83 receive certain civil penalties as well. Individuals also have privacy rights pursuant to article 1, section 1, of the California Constitution.

In order to preserve the integrity and security of the data developed and maintained pursuant to the Agreement and to comply with the provisions of the Information Practices Act to the extent those provisions apply to government contractors maintaining data that contains personal information, Contractor hereby declares that it has read and is familiar with the relevant elements of the Information Practices Act, and agrees to:

A. Conduct periodic training, and maintain an appropriate legal reference library, to ensure that individuals with access to confidential information have easy access to relevant Constitutional provisions (e.g., California Constitution, article 1, section 1), statutes (e.g., Civil Code sections 1798 et seq.), regulations (e.g., State Administrative Manual sections 5300 et seq.), Executive Orders, Budget Letters (e.g., Budget Letter 04-35, dated November 16, 2004), Management Memos, this Contract, and any other policies, procedures, or other guidance provided by the DPR.

B. Maintain appropriate levels of confidentiality for datasets developed and or maintained during the course of the Contract, based on data classification, as outlined in the State Administrative Manual section 5300.5, and in accordance with the policies and procedures established by the DPR.

C. Comply with standards, policies, and procedures developed or imposed by the DPR for transmission and storage of the data, including any requirements for the encryption of confidential personal information.

D. Comply with all State policy and law regarding use of information resources.

E. Comply with all DPR policies and procedures regarding use of information resources obtained, developed, or maintained during implementation of the Contract.

F. Disclose confidential information only to the extent permitted by the Information Practices Act and as directed by the DPR (e.g., Civil Code section 1798.24 (b) permits disclosure of personal information, as defined in section 1798.3, with the written consent of the individual to whom the information pertains, and section 1798.24 (e) permits disclosure to a person, or to another agency where the transfer is necessary for the transferee agency to perform its constitutional or statutory duties, and the use is compatible with a purpose for which the information was collected and the use or transfer is accounted for in accordance with section 1798.25).

G. Apply security patches and upgrades, and keep anti-virus, anti- “spyware” and anti- “phishing” software up-to-date on all systems on which the information may be used or maintained.

H. Require each and every principal, officer, and employee that will have access to Citee data to sign a detailed Individual Confidentiality Statement (template provided in RFP Attachment 3) that ensures that the individual understands and agrees to fully comply with all laws, policies and procedures for preserving the integrity and security of all data obtained, developed, or maintained during the course of the Contract, and to continue to abide with the agreement even after the individual ceases to be a principal, officer, or employee of the Contractor. Individual Confidentially Statements must be signed before an individual is provided access to confidential personal information, and periodically thereafter;

I. Conduct a security background check on each and every principal, officer, employee, and subcontractor that will have access to Citee data and take appropriate action, including ensuring that no individual that has failed a security background check will have access to Citee data at any time. All security background checks shall be carried out by a third party that is independent of the Contractor and the Contractor’s affiliate companies and is accredited by the National Association of Professional Background Screeners (NAPBS). The background check shall at a minimum include the following searches: multi-jurisdictional criminal history record checks, county criminal history courthouse searches, Social Security Number verification, credit reports, reference checks, and the Federal Excluded Parties List System (EPLS). DPR reserves the right to request and review the security background check results, and to require the Contractor to take mitigating actions, including reassignment of individuals.

J. Notify the State data owner (the DPR ISO) promptly if a security incident involving the data is known to have occurred, or is reasonably believed to have occurred, as required by the Information Practices Act, other State laws, any relevant regulations, policies, or procedures established by the DPR, and this Contract.

K. Notify all individuals whose personal information was, or is reasonably believed to have been, acquired by an unauthorized person, as required by the Information Practices Act, other State laws, any relevant regulations, policies, or procedures established by the DPR, and this Contract.

L. Meet all requirements for data sharing, exchanging, or use and system interconnectivity with other entities when access to state data or system(s) is provided.

M. Public Disclosure

The Parties hereby acknowledge that, notwithstanding the foregoing language regarding privacy and confidentiality of information generated and stored under this Agreement, records maintained by the Department may be subject to public disclosure under the Public Records Act (Government Code Section 6250 et seq.), unless said records are protected from disclosure, due to exceptions to the Public Records Act, the Information Practices Act (Civil Code Section 1798 et seq.), or any other law aimed at confidentiality of certain government records.

Contractor should clearly identify in writing to DPR if any materials it submits is confidential information, such as copyrighted material, trade secrets, or other proprietary information that the Contractor claims is exempt from disclosure under the Public Records Act or any other law requiring disclosure. This includes denoting where the confidential material begins, ends, and the specific reason(s) for not disclosing the material. Contractor claiming that materials are exempt from disclosure must include the following statement in its notice to DPR:

The proposer agrees to indemnify and hold harmless the State, its officers, employees, and agents from any claims, liability or damages against the State, and to defend any action brought against the State for Proposer’s refusal to disclose such material, trade secrets, or other proprietary information to any party. Proposer acknowledges and understands that State may release information in the proposal claimed by proposer to be exempt from disclosure under the Public Records Act, and that proposer waives any claims against the State for this release.

Failure of a Contractor to include this statement and/or identify in writing the claimed exempt material, as set forth above, shall be deemed a waiver of any exemption from disclosure under the Public Records Act, or any other law requiring disclosure.

5. Waiver No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach of Contract. All remedies afforded in this Contract shall be taken and construed as cumulative: that is, in addition to every other remedy provided herein or by law. The failure of State to enforce at any time any of the provisions of this agreement, or to require at any time performance by Contractor of any of the provisions thereof, shall in no way be construed to be a waiver of such provision nor in any way to affect the validity of this agreement or any part thereof or the right of State to thereafter enforce each and every such provision.

6. Gratuities The State may, by written notice to the Contractor, terminate the right of Contractor to proceed under this Contract if it is found, after notice and hearing by the State or by the Director of the Department of Parks and Recreation or duly authorized representative, that gratuities were offered or given by the Contractor, or any agent or representative of the Contractor, to any officer or employee of the State with a view toward securing a contract, securing favorable treatment with respect to award amendment, or the evaluation of performance of such contract, provided that the facts upon which the DPR Director makes such findings may be reviewed in any competent court.

In the event this Contract is terminated, State shall be entitled (i) to pursue the same remedies against Contractor as it could pursue in the event of the breach of the Contract by the Contractor, and (ii) to a penalty in addition to any other damages to which it may be entitled by law, and to exemplary damages in an amount which shall be not less than three nor more than ten times the cost incurred by the Contractor in providing any such gratuities to any such officer or employee.

The rights and remedies of the State provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

7. Conflict of Interest Contractor agrees to refrain from entering into any relationship which could result in a conflict of interest in the performance of this Agreement; and to notify the DPR promptly of any potential conflict of interest, including subcontractors. The DPR may exercise its option to terminate this Agreement if a conflict is found.

8. Agreement is Complete Other than as specified herein, no document or communication, oral or in writing, passing between the parties prior to, during, or after the completion of this Agreement hereto shall be deemed a part of this Agreement, unless expressly agreed upon and made a part of this Agreement by the parties through a formal written amendment approved by the California Department of General Services.

9. Captions The clause headings appearing in this agreement have been inserted for the purpose of convenience and ready reference. They do not purport to and shall not be deemed to define, limit, or extend the scope or intent to the clauses to which they appertain.

10. Order of Precedence In the event of any inconsistency between the articles, attachments, specifications or provisions which constitute this Contract, the following order of precedence shall apply:

A. The General Terms and Conditions (GTC 04/2017), (Exhibit C).

B. The Contract form, i.e., Standard Agreement (Std. 213), as signed by the State, and any amendments thereto.

C. The Budget Detail and Payment Provisions (Exhibit B), and Cost Proposal (Exhibit B, Attachments 1 and 2).

D. The Special Terms and Conditions (Exhibit D).

E. Exhibit A, Scope of Work and Exhibit A, Attachment 1, Detailed Scope of Work including any specifications incorporated by reference herein.

F. The Contractor’s Final Proposal response to Exhibit A, Attachment 1, Detailed Scope of Work, including Exhibit U, Requirements Summary Table, except that where the Contractor has stated that it will exceed the minimum requirements of the Scope of Work, the Contractor shall be held to deliver the service to the degree proposed.

G. All other attachments incorporated in the Contract or by reference.

11. Notice of Breach and Opportunity to Cure In the event of any material breach of this Contract by the Contractor, the DPR shall provide the Contractor with written notice of the breach and an opportunity to cure, if breach is capable of remedy within a cure period of not less than five (5) days or more than thirty (30) days. If the Contractor fails to cure the breach in the time period provided or as amended by the DPR, the DPR may without any prejudices to any of its other legal remedies terminate this Contract upon written notice to the Contractor. Upon termination due to breach, the DPR will process outstanding invoices as dictated under Exhibit C. Section 7.

Exhibit F – Letter of Intent to Propose Alexa Piscanio, RFP Contact Official California Department of Parks and Recreation 2241 Harvard Street, Suite 200 Sacramento, CA 95815 alexa.piscanio@parks.ca.gov

Regarding the Department of Parks and Recreation’s RFP C23864013, at this time we: (select one)

Intend to submit a proposal.

Intend to submit a proposal, but have a problem with one (1) or more of the requirements for the reason stated below.

Do not intend to submit a proposal for reason(s) stated below.

Comment(s)/Explanation(s)

The individual to whom all information regarding this RFP shall be transmitted is:

Name:

Address:

City, State, and ZIP code:

Telephone:

FAX:

E-Mail:

Sincerely, Name (Signature)

Telephone

Name and Title

Email

Company

Fax

Exhibit G – Form for Submitting Questions

Proposers are requested to use the form on this page when submitting questions to the Procurement Official listed in RFP section 2.1 by the date listed in Table 1. Instructions are as follows:

Name of Proposer – Provide the name of the potential Proposing firm.

Contact Person – Provide the name of the person to contact if the State needs clarification about the question.

Date of Submission – Provide the date that the questions were submitted to the Procurement Official.

Contact Email and Phone # – Provide the email and phone number (including area code) for the listed contact person.

Q # – Sequentially number each question, always starting at one (1) for each submission.

Document location – Identify the document and specific reference the question pertains to, such as: RFP section 3.8.8; RFP Attachment 6; RFP Exhibit M; SOW Section 4.3.2; Question and Answer Set #1.

Question – Write the question in this column.

Expand or reduce the number of rows in the form to accommodate the number of questions of each submission.

RFP C23803013 – Proposer Question Form

Name of Proposer:

Contact Person:

Date of Submission:

Contact Email and Phone Number:

Q #

Document location

Question

Exhibit H – Proposal Submission Checklist Does your Final Proposal follow the format specified in RFP section 4.1 Packaged and labeled as identified in Section 3.1 Provided in the number of copies and formatted as identified in Section 4.0 No cost proposal provided in any volumes, except Volumes 2 and 3 Is your Proposal provided in the following order as identified in RFP section 4.1?

· Volume 1 – Response to Requirements Required RFP submittals:

Exhibit H: Proposal Submission Checklist Transmittal Letter with original signature and the information Table of Contents Narrative of General Experience and Proposed Solution Narrative of Handheld Ticket Writers Proposed Solution Exhibit I: Response to Administrative Requirements Exhibit J: Contractor Certification Clauses (CCC 04/2017) Exhibit K: Security and Confidentiality Statement Exhibit L: Financial Security Requirement of the Bid Exhibit M: Bidder Declaration, GSPD 05-105 Exhibit N: Customer Reference Forms Exhibit O: Darfur Contracting Act Requirements Exhibit P: Iran Contracting Act Requirements Exhibit Q: Insurance Documents Exhibit U: Requirements Summary Table (provided in attch 3) Exhibit V: Credit/Debit Card Convenience Fee, per SOW 2.1, paragraph K, Item 4.c and Bidders Cost Proposal, Exhibit B, Attachment 1 Exhibit W: DGS OLS 4: California Civil Rights Laws Attachment Bidder Detailed Response Document Optional RFP submittals Exhibit R: Std. 843, DVBE Declarations Exhibit S: Small Business Affidavit Exhibit T: Std. 830, TACPA form and attachments California Secretary of State Business Status (Search | California Secretary of State) SB/DVBE Certification Profile (The State of California Certifications)

· Volume 2 – Cost Proposal - sealed Cost Proposal Cover Letter Exhibit B, Attachment 1, Processing Fee Cost Proposal Exhibit B, Attachment 2, Handheld Ticket Writer Cost Proposal

The State makes no warranty that this checklist is a full and comprehensive listing of every requirement specified in the solicitation. Checking off the items on the checklist does not establish your firm’s intent nor does it constitute responsiveness to the requirements. The checklist is only a tool to assist participating Proposers in compiling the Proposal response. Proposers are encouraged to carefully read the entire solicitation. The need to verify all document and responses prior to the submission of Final Proposals cannot be over emphasized.

Exhibit I – Response to Administrative Requirements Proposers shall indicate agreement to each of the Administrative Requirements as presented in RFP C23803013 Section 3.7, Administrative Requirements, in the table below. By responding “Yes” the Bidder affirms that it understands the requirement and agrees to comply with it.

RFP

Section

Yes / No

Name of Proposer:

Signature of Representative: Date:

Typed or Printed Name and Title:

Exhibit J – Contractor Certification Clauses (CCC 04/2017)

CERTIFICATION

I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California.

By (Authorized Signature)

Printed Name and Title of Person Signing

CONTRACTOR CERTIFICATION CLAUSES

1. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 11102) (Not applicable to public entities.)

2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:

a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.

b. Establish a Drug-Free Awareness Program to inform employees about:

1) the dangers of drug abuse in the workplace;

2) the person's or organization's policy of maintaining a drug-free workplace;

3) any available counseling, rehabilitation and employee assistance programs; and,

4) penalties that may be imposed upon employees for drug abuse violations.

c. Every employee who works on the proposed Agreement will:

1) receive a copy of the company's drug-free workplace policy statement; and,

2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Contractor has made false certification, or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.)

3. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: Contractor certifies that no more than one (1) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court, which orders Contractor to comply with an order of the National Labor Relations Board. (Pub. Contract Code §10296) (Not applicable to public entities.)

4. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE- PRO BONO

REQUIREMENT: Contractor hereby certifies that Contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003.

Contractor agrees to make a good faith effort to provide a minimum number of hours of pro bono legal services during each year of the contract equal to the lessor of 30 multiplied by the number of full time attorneys in the firm’s offices in the State, with the number of hours prorated on an actual day basis for any contract period of less than a full year or 10% of its contract with the State.

Failure to make a good faith effort may be cause for non-renewal of a state contract for legal services, and may be taken into account when determining the award of future contracts with the State for legal services.

5. EXPATRIATE CORPORATIONS: Contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.

6. SWEATFREE CODE OF CONDUCT:

a. All Contractors contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor,…