Sacramento_International_Airport_Parking_Reservation_System_Services_RFP_-_Attachments_1-4.pdf

ATTACHMENT 1

AGREEMENT FOR PARKING RESERVATION SYSTEM

SERVICES AT SACRAMENTO INTERNATIONAL AIRPORT

THIS AGREEMENT is made and entered into as of this _____ day of _________ 2025, by and between the County of Sacramento (County), a political subdivision of the State of California, and [Contractor Name] (Contractor), [Contractor Info].

RECITALS

WHEREAS, County, through its Department of Airports (Department), owns and operates Sacramento International Airport (SMF) and Mather Airport (MHR), and also operates Sacramento Executive Airport (SAC) leased from the City of Sacramento; and

WHEREAS, the Department desires to obtain the services of a

Contractor to provide an online parking reservation/prebooking system for parking facilities at SMF; and

WHEREAS, pursuant to Government Code Section 31000, County is authorized to contract for specific special services with persons specially trained, experienced, and competent to perform such services; and

WHEREAS, pursuant to Sacramento County Code Section 2.61.440, the Department may include a provision in this Agreement authorizing an amendment to increase the maximum payment amount provided under this Agreement, provided that such increase does not exceed the lesser of ten percent (10%) of the annual payment amount or $25,000; and

WHEREAS, the services described herein are not services provided by

County employees and are therefore not subject to the requirements of County Charter 71-J; and

WHEREAS, by Resolution No. 2025-____, County Board of Supervisors authorized the Director of Airports (Director) to negotiate and execute this Agreement; and

WHEREAS, County and Contractor desire to enter into this Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, County and Contractor agree as follows:

Agreement For Parking Reservation System Services Page 2 of 17 (Contractor Name)

I. SCOPE OF SERVICES

Contractor shall provide services in the amount, type and manner described in Exhibit A, which is attached hereto and incorporated herein.

II. TERM

A. This Agreement shall be effective and commence as of the date first written above, and shall end on June 30, 2031 (Initial Term).

B. The Initial Term may be extended by the Director for one (1) additional five-year (5-year) option, for a possible total term of ten

(10) years, by providing Contractor with written notice of such election sixty (60) days prior to the expiration of the then existing Term. Any extensions to the term must be mutually agreed to by the parties and memorialized in a formal amendment to this Agreement.

III. NOTICE

Any notice, demand, request, consent, or approval that either party hereto may or is required to give the other pursuant to this Agreement shall be in writing and shall be either personally delivered or sent by mail or e-mail, addressed as follows:

To County

Director of Airports Sacramento County Department of Airports 6900 Airport Boulevard Sacramento, CA 95837 air-market@sacCounty.net

To Contractor

Either party may change the address or e-mail address to which subsequent notice and/or other communications can be sent by giving written notice designating a change of address or e-mail address to the other party, which shall be effective upon receipt.

IV. COMPLIANCE WITH LAWS

A. Contractor shall observe and comply with all applicable federal, State, and County laws, regulations and ordinances.

B. Contractor shall, at all times during the term of this Agreement, comply with the provisions of the Federal Aviation Administration (FAA) Airport Sponsor Assurances (Assurances) and any subsequent revisions, updates, or amendments thereto. The provisions of the mailto:air-market@saccounty.net

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Assurances may change during the term of this Agreement, and those changes will be incorporated into this Agreement without the necessity of a formal amendment. County is not responsible for notifying Contractor of any changes to the Assurances. Contractor is required to contact the FAA for any updates or revisions. The Assurances document is available on the FAA’s website and is incorporated into this Agreement by this reference.

https://www.faa.gov/airports/aip/grant_assurances

C. Economic Sanctions: Pursuant to California State Executive Order N-6- 22 (Order) imposing economic sanctions against Russia and declaring support of Ukraine, County shall terminate any contract with any individual or entity that is in violation of the Order or that is subject to economic sanctions therein, and shall not enter a contract with any such individual or entity while the Order is in effect

D. [If over $5M]: CONTRACTOR shall provide a written report to COUNTY within sixty (60) days of the effective date of the contract or sixty (60) days upon request regarding compliance with economic sanctions and steps taken in response to Russia’s actions in Ukraine, including but not limited to, desisting from making new investments in, or engaging in financial transactions with Russia or Russian entities, and directly providing support to Ukraine, while the Order is in effect. COUNTY shall keep the report on file as evidence of compliance with the Order.

V. GOVERNING LAWS AND JURISDICTION

This Agreement shall be deemed to have been executed and to be performed within the State of California and shall be construed and governed by the internal laws of the State of California. Any legal proceedings arising out of or relating to this Agreement shall be brought in Sacramento County, California.

VI. LICENSES, PERMITS AND CONTRACTUAL GOOD STANDING

A. Contractor shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of California, County of Sacramento and all other appropriate governmental agencies, including any certification and credentials required by County. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by County.

B. Contractor further certifies to County that it and its principals are not debarred, suspended, or otherwise excluded from or ineligible for https://www.faa.gov/airports/aip/grant_assurances

Agreement For Parking Reservation System Services Page 4 of 17 participation in federal, State or County government contracts.

Contractor certifies that it shall not contract with a subcontractor that is so debarred or suspended.

VII. PERFORMANCE STANDARDS

Contractor shall perform its services under this Agreement in accordance with the industry and/or professional standards applicable to Contractor’s services.

VIII. OWNERSHIP OF WORK PRODUCT

All technical data, evaluations, plans, specifications, reports, documents, or other work products developed by Contractor hereunder shall be the exclusive property of County and shall be delivered to County upon completion of the services authorized hereunder.

Contractor may retain copies thereof for its files and internal use.

Publication of the information directly derived from work performed or data obtained in connection with services rendered under this Agreement must first be approved in writing by County. County recognizes that all technical data, evaluations, plans, specifications, reports, and other work products are instruments of Contractor’s services and are not designed for use other than what is intended by this Agreement.

IX. STATUS OF CONTRACTOR

OPTION 1

Use for Service Providers with 5 or More Employees or When a Tax Waiver has been Obtained from County Counsel

A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor, and that no relationship of employer-employee exists between the parties hereto. Contractor’s assigned personnel shall not be entitled to any benefits payable to employees of County. County is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Agreement; and as an independent contractor, Contractor hereby indemnifies and holds County harmless from any and all claims that may be made against County based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

B. It is further understood and agreed by the parties hereto that

Contractor in the performance of its obligation hereunder is subject to the control or direction of County as to the designation of tasks to be

Agreement For Parking Reservation System Services Page 5 of 17 performed, the results to be accomplished by the services hereunder agreed to be rendered and performed, and not the means, methods, or sequence used by Contractor for accomplishing the results.

C. If, in the performance of this Agreement, any third persons are employed by Contractor, such person shall be entirely and exclusively under the direction, supervision, and control of Contractor. All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor, and the County shall have no right or authority over such persons or the terms of such employment.

D. It is further understood and agreed that as an independent contractor and not an employee of County, neither the Contractor nor Contractor’s assigned personnel shall have any entitlement as a County employee, right to act on behalf of County in any capacity whatsoever as agent, nor to bind County to any obligation whatsoever.

Contractor shall not be covered by worker’s compensation; nor shall Contractor be entitled to compensated sick leave, vacation leave, retirement entitlement, participation in group health, dental, life and other insurance programs, or entitled to other fringe benefits payable by the County to employees of the County.

E. It is further understood and agreed that Contractor must issue W-2 and 941 Forms for income and employment tax purposes, for all of Contractor’s assigned personnel under the terms and conditions of this Agreement.

OPTION 2

Use for all other Service Providers

A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor, and that no relationship of employer-employee exists between the parties hereto. Contractor’s assigned personnel shall not be entitled to any benefits payable to employees of County as an independent contractor, Contractor hereby indemnifies and holds County harmless from any and all claims that may be made against County based upon any contention by any third party that an employer-employee relationship exists by reason of this

B. It is further understood and agreed by the parties hereto that

Contractor in the performance of its obligation hereunder is subject to

Agreement For Parking Reservation System Services Page 6 of 17 the control or direction of County as to the designation of tasks to be performed, the results to be accomplished by the services hereunder agreed to be rendered and performed, and not the means, methods, or sequence used by Contractor for accomplishing the results.

C. If, in the performance of this Agreement, any third persons are employed by Contractor, such person shall be entirely and exclusively under the direction, supervision, and control of Contractor. All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor, and the County shall have no right or authority over such persons or the terms of such employment.

D. It is further understood and agreed that as an independent contractor and not an employee of County, neither the Contractor nor Contractor’s assigned personnel shall have:

(1) Any entitlement as a County employee.

(2) Except as otherwise provided by this Agreement, the right to act on behalf of County in any capacity whatsoever as agent, nor to bind County to any obligation whatsoever.

(3) Contractor shall not be covered by worker’s compensation; nor shall Contractor be entitled to compensated sick leave, vacation leave, retirement entitlement, participation in group health, dental, life and other insurance programs, or entitled to other fringe benefits payable by the County to employees of the County.

E. Notwithstanding Contractor’s status as an independent contractor, County shall withhold from payments made to Contractor such sums as are required to be withheld from employees by the Federal Internal Revenue Code; the Federal Insurance Compensation Act; the State Personal Income Tax Law and the State Unemployment Insurance Code; provided, however, that said withholding is for the purpose of avoiding County’s liability under said laws and does not abrogate Contractor’s status as an independent contractor as described in this Agreement. Further, Contractor is not included in any group covered by County’s present agreement with the federal Social Security Administration.

X. CONTRACTOR IDENTIFICATION

Contractor shall provide the County with the following information for the purpose of compliance with the California Unemployment

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Insurance Code section 1088.8 and Sacramento County Code Chapter 2.160: Contractor’s name, address, telephone number, social security number, and whether dependent health insurance coverage is available to Contractor.

XI. COMPLIANCE WITH CHILD, FAMILY AND SPOUSAL SUPPORT

REPORTING OBLIGATIONS

A. Contractor’s failure to comply with State and federal child, family and spousal support reporting requirements regarding a Contractor’s employees or failure to implement lawfully served wage and earnings assignment orders or notices of assignment relating to child, family and spousal support obligations shall constitute a default under this

B. Contractor’s failure to cure such default within ninety (90) days of notice by County shall be grounds for termination of this Agreement.

C. If Contractor has a Principal Owner, Contractor shall provide Principal

Owner information to the County upon request. Principal Owner is defined for purposes of this Agreement as a person who owns an interest of twenty-five percent (25%) or more in the Contractor Information required may include the Principal Owner’s name, address, and social security number. Failure to provide requested information about a Principal Owner within sixty (60) days of request shall be deemed a material breach of this Agreement and may be grounds for termination.

XII. BENEFITS WAIVER

If Contractor is unincorporated, Contractor acknowledges and agrees that Contractor is not entitled to receive the following benefits and/or compensation from County: medical, dental, vision and retirement benefits, life and disability insurance, sick leave, bereavement leave, jury duty leave, parental leave, or any other similar benefits or compensation otherwise provided to permanent civil service employees pursuant to the County Charter, the County Code, the Civil Service Rule, the Sacramento County Employees’ Retirement System (SCERS) and/or any and all memoranda of understanding between County and its employee organizations. Should Contractor or any employee or agent of Contractor seek to obtain such benefits from County, Contractor agrees to indemnify and hold harmless County from any and all claims that may be made against County for such benefits.

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XIII. RETIREMENT BENEFITS/STATUS

Contractor acknowledges and agrees that County has not made any representations regarding entitlement, eligibility for and/or right to receive ongoing Sacramento County Employee Retirement System (SCERS) retirement benefits during the term of this Agreement. By entering into this Agreement, Contractor assumes sole and exclusive responsibility for any consequences, impacts or action relating to such retirement benefits that is or will be occasioned as a result of the services provided by Contractor under this Agreement. Contractor waives any rights to proceed against County should SCERS modify or terminate retirement benefits based on Contractor’s provision of services under this Agreement.

XIV. CONFLICT OF INTEREST

Contractor and Contractor’s officers and employees shall not have a financial interest, or acquire any financial interest, direct or indirect, in any business, property or source of income which could be financially affected by or otherwise conflict in any manner or degree with the performance of services required under this Agreement.

XV. LOBBYING AND UNION ORGANIZATION ACTIVITIES

A. Contractor shall comply with all certification and disclosure requirements prescribed by Section 319, Public Law 101-121 (31 U.S.C. § 1352) and any implementing regulations.

B. If services under this Agreement are funded with state funds granted to County, Contractor shall not utilize any such funds to assist, promote or deter union organization by employees performing work under this Agreement and shall comply with the provisions of Government Code Sections 16645 through 16649.

XVI. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS

AND FACILITIES

A. Contractor agrees and assures County that Contractor and any subcontractors shall comply with all applicable federal, State, and local Anti-discrimination laws, regulations, and ordinances and to not unlawfully discriminate, harass, or allow harassment against any employee, applicant for employment, employee or agent of County, or recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, gender, gender identity, age (over 40), medical condition (including HIV and AIDS), or physical or mental disability. Contractor shall ensure that the evaluation and

Agreement For Parking Reservation System Services Page 9 of 17 treatment of its employees and applicants for employment, the treatment of County employees and agents, and recipients of services are free from such discrimination and harassment.

B. Contractor represents that it is in compliance with and agrees that it will continue to comply with the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Fair Employment and Housing Act (Government Code §§ 12900 et seq.), and regulations and guidelines issued pursuant thereto.

C. Contractor agrees to compile data, maintain records and submit reports to permit effective enforcement of all applicable anti-discrimination laws and this provision.

D. Contractor shall include this nondiscrimination provision in all subcontracts related to this Agreement.

XVII. INDEMNIFICATION

To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless County, its governing Board, officers, directors, officials, employees, and authorized volunteers and agents, (collectively “Indemnified Parties”) from and against any and all claims, demands, actions, losses, liabilities, damages, and all expenses and costs incidental thereto (collectively “Claims”) including cost of defense, settlement, arbitration, and reasonable attorneys' fees, resulting from injuries to or death of persons, including but not limited to employees of either party hereto, and damage to or destruction of property or loss of use thereof, including but not limited to the property of either party hereto, arising out of, pertaining to, or resulting from the acts or omissions of the Contractor its officers, employees, or agents, or the acts or omissions of anyone else directly or indirectly acting on behalf of the Contractor or for which the Contractor is legally liable under law regardless of whether caused in part by an Indemnified Party. Contractor shall not be liable for any Claims arising from the sole negligence or willful misconduct of an Indemnified Party.

This indemnity shall not be limited by the types and amounts of insurance or self-insurance maintained by the Contractor or the Contractor’s subcontractors.

Nothing in this Indemnity shall be construed to create any duty to, any standard of care with reference to, or any liability or obligation, contractual or otherwise, to any third party.

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The provisions of this Indemnity shall survive the expiration or termination of the Agreement.

XVIII. INSURANCE

Without limiting Contractor’s indemnification, Contractor shall maintain in force at all times during the term of this Agreement and any extensions or modifications thereto, insurance as specified in Exhibit B.

It is the responsibility of Contractor to notify its insurance advisor or insurance carrier(s) regarding coverage, limits, forms and other insurance requirements specified in Exhibit B. It is understood and agreed that County shall not pay any sum to Contractor under this Agreement unless and until County is satisfied that all insurance required by this Agreement is in force at the time services hereunder are rendered. Failure to maintain insurance as required in this agreement may be grounds for material breach of contract.

XIX. INFORMATION TECHNOLOGY ASSURANCES

Contractor shall take all reasonable precautions to ensure that any hardware, software, and/or embedded chip devices used by Contractor in the performance of services under this Agreement, other than those owned or provided by County, shall be free from viruses. In addition, Contractor shall comply with the security provisions set forth in Exhibit E, attached hereto and incorporated herein by reference. Nothing in this provision shall be construed to limit any rights or remedies otherwise available to County under this Agreement.

XX. WEB ACCESSIBILITY

Contractor shall ensure that all web sites and web applications provided by Contractor pursuant to this Agreement shall comply with COUNTY's Web Accessibility Policy adopted by the Board of Supervisors on February 18, 2003, as well as any approved amendment thereto.

XXI. COMPENSATION AND PAYMENT OF INVOICES LIMITATIONS

A. Compensation under this Agreement shall be limited to the Maximum

Total Payment Amount set forth in Exhibit C, or Exhibit C as modified by County in accordance with express provisions in this Agreement.

B. Contractor shall submit an invoice on the forms and in accordance with the procedures prescribed by County on a monthly basis. Invoices shall be submitted to County no later than the fifteenth (15th) day of the month following the invoice period, and County shall pay Contractor within thirty (30) days after receipt of an appropriate and correct invoice.

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C. County operates on a July through June fiscal year. Invoices for services provided in any fiscal year must be submitted no later than July 31, one (1) month after the end of the fiscal year. Invoices submitted after July 31 for the prior fiscal year shall not be honored by County unless Contractor has obtained prior written County approval to the contrary.

D. Contractor shall maintain for four (4) years following termination of this Agreement full and complete documentation of all services and expenditures associated with performing the services covered under this Agreement. Expense documentation shall include: time sheets or payroll records for each employee; receipts for supplies; applicable subcontract expenditures; applicable overhead and indirect expenditures.

E. In the event Contractor fails to comply with any provisions of this

Agreement, County may withhold payment until such non-compliance has been corrected.

XXII. LEGAL TRAINING INFORMATION

If under this Agreement Contractor is to provide training of County personnel on legal issues, then Contractor shall submit all training and program material for prior review and written approval by County Counsel. Only those materials approved by County Counsel shall be utilized to provide such training.

XXIII. SUBCONTRACTS ASSIGNMENT

A. Contractor shall obtain prior written approval from County before subcontracting any of the services delivered under this Agreement.

Contractor remains legally responsible for the performance of all Agreement terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. Contractor shall be held responsible by County for the performance of any subcontractor whether approved by County or not.

B. This Agreement is not assignable by Contractor in whole or in part, without the prior written consent of County.

XXIV. AMENDMENT AND WAIVER

Except as provided herein, no alteration, amendment, variation, or waiver of the terms of this Agreement shall be valid unless made in writing and signed by both parties. Waiver by either party of any default, breach or condition precedent shall not be construed as a

Agreement For Parking Reservation System Services Page 12 of 17 waiver of any other default, breach or condition precedent, or any other right hereunder. No interpretation of any provision of this Agreement shall be binding upon County unless agreed in writing by Director and counsel for County.

This Agreement may be amended to increase the maximum payment amount; provided, however, that such increase shall not exceed the lesser of ten percent (10%) of the annual payment amount under this Agreement or $25,000.

XXV. SUCCESSORS

This Agreement shall bind the successors of County and Contractor in the same manner as if they were expressly named.

XXVI. TIME

Time is of the essence of this Agreement.

XXVII. INTERPRETATION

This Agreement shall be deemed to have been prepared equally by both of the parties, and the Agreement and its individual provisions shall not be construed or interpreted more favorably for one (1) party on the basis that the other party prepared it.

XXVIII. DIRECTOR

As used in this Agreement, "Director" shall mean the Director of the Department of Airports, or their designee. Director shall administer this Agreement on behalf of the County, and has authority to make administrative amendments to this Agreement on behalf of the County relating to scope of services; pricing; performance standards, milestones, schedules, and timelines; management practices; and similar matters so long as such amendments do not affect the total maximum payment amount (including adjustments authorized under Sacramento County Code section 2.61.440) set forth in Exhibit C.

Unless otherwise provided herein or required by applicable law, Director shall be vested with all the rights, powers, and duties of County herein. With respect to matters herein subject to the approval, satisfaction, or discretion of County or Director, the decision of the Director in such matters shall be final.

XXIX. DISPUTES

In the event of any dispute arising out of or relating to this Agreement, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between themselves. Pending resolution of any such dispute, Contractor shall continue without delay to carry

Agreement For Parking Reservation System Services Page 13 of 17 out all its responsibilities under this Agreement unless the Agreement is otherwise terminated in accordance with the Termination provisions herein. County shall not be required to make payments for any services that are the subject of this dispute resolution process until such dispute has been mutually resolved by the parties. If the dispute cannot be resolved within fifteen (15) calendar days of initiating such negotiations or such other time period as may be mutually agreed to by the parties in writing, either party may pursue its available legal and equitable remedies, pursuant to the laws of the State of California.

Nothing in this Agreement or provision shall constitute a waiver of any of the government claim filing requirements set forth in Title 1, Division 3.6, of the California Government Code or as otherwise set forth in local, State and federal law.

XXX. TERMINATION

A. County may terminate this Agreement without cause upon thirty (30) days written notice to the other party. Notice shall be deemed served on the date of mailing. If notice of termination for cause is given by County to Contractor and it is later determined that Contractor was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to this paragraph (A).

B. County may terminate this Agreement for cause immediately upon giving written notice to Contractor should Contractor materially fail to perform any of the covenants contained in this Agreement in the time and/or manner specified. In the event of such termination, County may proceed with the work in any manner deemed proper by County.

If notice of termination for cause is given by County to Contractor and it is later determined that Contractor was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to paragraph (A) above.

C. County may terminate or amend this Agreement immediately upon giving written notice to Contractor 1) if advised that funds are not available from external sources for this Agreement or any portion thereof, including if distribution of such funds to the County is suspended or delayed; 2) if funds for the services and/or programs provided pursuant to this Agreement are not appropriated by the State; 3) if funds in County’s yearly proposed and/or final budget are not appropriated by County for this Agreement or any portion thereof;

or 4) if funds that were previously appropriated for this Agreement are reduced, eliminated, and/or re-allocated by County as a result of mid-year budget reductions.

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D. If this Agreement is terminated under paragraph A or C above, Contractor shall only be paid for any services completed and provided prior to notice of termination. In the event of termination under paragraph A or C above, Contractor shall be paid an amount which bears the same ratio to the total compensation authorized by the Agreement as the services actually performed bear to the total services of Contractor covered by this Agreement, less payments of compensation previously made. In no event, however, shall County pay Contractor an amount which exceeds a pro rata portion of the Agreement total based on the portion of the Agreement term that has elapsed on the effective date of the termination.

E. Contractor shall not incur any expenses under this Agreement after notice of termination and shall cancel any outstanding expenses obligations to a third party that Contractor can legally cancel.

F. The Director has authority to terminate this Agreement under paragraphs (A), (B), and (C) above.

XXXI. REPORTS

A. Contractor shall, without additional compensation, therefore, make fiscal, program evaluation, progress, and such other reports as may be reasonably required by Director concerning Contractor’s activities as they affect the contract duties and purposes herein. County shall explain procedures for reporting the required information.

B. Contractor agrees that, pursuant to Government Code section 7522.56, Contractor shall make best efforts to determine if any of its employees or new hires providing direct services to the County are members of SCERS. Contractor further agrees that it shall make a report bi-annually (due no later than January 31st and July 31st) to the County with a list of its employees that are members of SCERS along with the total number of hours worked during the previous 6 months. This report shall be forwarded to where Notice is sent pursuant to Roman numeral III of this Agreement.

XXXII. AUDITS AND RECORDS

Upon County’s request, County or its designee shall have the right at reasonable times and intervals to audit, at Contractor’s premises, Contractor’s financial and program records as County deems necessary to determine Contractor’s compliance with legal and contractual requirements and the correctness of claims submitted by Contractor shall maintain such records for a period of four (4) years following termination of the Agreement, and shall make them available for

Agreement For Parking Reservation System Services Page 15 of 17 copying upon County’s request at County’s expense. County shall have the right to withhold any payment under this Agreement until Contractor has provided access to Contractor’s financial and program records related to this Agreement.

XXXIII. PRIOR AGREEMENTS

This Agreement constitutes the entire contract between County and Contractor regarding the subject matter of this Agreement. Any prior agreements, whether oral or written, between County and Contractor regarding the subject matter of this Agreement are hereby terminated effective immediately upon full execution of this Agreement.

XXXIV. SEVERABILITY

If any term or condition of this Agreement or the application thereof to any person(s) or circumstance is held invalid or unenforceable, such invalidity or unenforceability shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application; to this end the terms and conditions of this Agreement are declared severable.

XXXV. FORCE MAJEURE

Neither Contractor nor County shall be liable or responsible for delays or failures in performance resulting from events beyond the reasonable control of such party and without fault or negligence of such party.

Such events shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, acts of government, fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or other disasters, whether or not similar to the foregoing, and acts or omissions or failure to cooperate of the other party or third parties (except as otherwise specifically provided herein).

XXXVI. SURVIVAL OF TERMS

All services performed and deliverables provided pursuant to this Agreement are subject to all of the terms, conditions, price discounts and rates set forth herein, notwithstanding the expiration of the initial term of this Agreement or any extension thereof. Further, the terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Agreement shall so survive.

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XXXVII. DUPLICATE COUNTERPARTS

This Agreement and any amendments hereto may be executed in duplicate counterparts. The Agreement and subsequent amendments shall be deemed executed when signed by both parties.

Signatures scanned and transmitted electronically shall be deemed original signatures for purposes of this Agreement and subsequent amendments, with such scanned signatures having the same legal effect as original signatures. This Agreement and any subsequent amendments to it may be executed through the use of an electronic signature and will be binding on each party as if it were physically executed.

XXXVIII. AUTHORITY TO EXECUTE

Each person executing this Agreement represents and warrants that he or she is duly authorized and has legal authority to execute and deliver this Agreement for or on behalf of the parties to this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized.

XXXIX. FAA ASSURANCES

Contractor will, at all times during this Agreement, comply with the provision of the Airport Sponsor Assurances (Assurances) and any subsequent revisions, updates, or amendments thereto. A copy of the current Assurances is attached as Exhibit D and incorporated herein by this reference. The provisions of the Assurances may change during the term of this Agreement, and those changes will be incorporated into this Agreement without the necessity of a formal amendment.

County is not responsible for notifying Contractor of any changes to the Assurances. Contractor is required to contact the FAA for any updates or revisions. The Assurances document is available on the FAA’s website. [Please see www.faa.gov/airports/aip/grant_assurances]

XL. FAA CONTRACT PROVISIONS

Contractor shall, at all times, during the term of this Agreement, comply with the provisions of the FAA Contract Provisions (Contract Provisions) and any subsequent amendments, applicable to the activities, rights and duties contemplated under this Agreement. A copy of the Contract Provisions is attached as Exhibit D and incorporated by reference. Contractor shall include compliance with the Contract Provisions in all other agreements it enters into with third http://www.faa.gov/airports/aip/grant_assurances

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

County of Sacramento, a type of political subdivision of the State of California

By: ________________________ Cynthia A. Nichol Director of Airports

Date: ______________________

[Contractor Name], [Contractor Info]

REVIEWED AND APPROVED:

Katrina G. Nelson Supervising Deputy County Counsel

Attachments:

Exhibit A – Scope of Services Exhibit B – Insurance Requirements for Contractors Exhibit C – Budget Requirements Exhibit D – FAA Contract Provisions Exhibit E – Security Supplemental Terms and Conditions

Agreement for Parking Reservation System Services Exhibit A Scope of Services Page 1 of 30

EXHIBIT A to Agreement between the County of Sacramento (County) and [Contractor Name] (Contractor)

SCOPE OF SERVICES

I. SERVICE LOCATIONS

Facility Name(s): Sacramento International Airport (SMF) Street Address: 6900 Airport Blvd.

City and Zip Code: Sacramento, CA 95837

II. DESCRIPTION OF SERVICES

PART 1 - GENERAL DEFINITIONS

List of Abbreviations:

ADA Americans with Disabilities Act API Application Programming Interface AVI Automated Vehicle Identification CCPA California Consumer Privacy Act EMV Europay, MasterCard, and Visa FAQ Frequently Asked Question IP IP Parking Inc.

LPR License Plate Recognition PA-DSS Payment Application Data Security Standard PCI Payment Card Industry PCI DSS Payment Card Industry Data Security Standard PGS Parking Guidance System PII Personally Identifiable Information POF Pay On Foot PRS Parking Reservation System PSP Payment Service Provider ROADS Repository of Airport Data System SAT Site Acceptance Test SCS Space Count System

Scope of Services Page 2 of 30

1.1 RESPONSIBILITIES

A. For purposes of these Scope of Services, “Contractor” shall mean the successful Contractor and any of its subcontractors or subconsultants employed in the provision of PRS and associated support services.

B. The Contractor shall provide, maintain, and monitor a fully hosted online prepaid PRS that accepts reservations and bank card payments for both the test bed (Phase 1) and production phases (Phases 2 and 3).

1. The Contractor shall ensure all interfaces and integrations are provided as defined in this document.

2. The PRS parameters shall be flexible enough to be configurable to meet Department’s current and future needs.

3. The PRS shall be fully implemented as a web interface, allowing the

Department to utilize all its functionalities from any browser, regardless of geographical location.

C. The Contractor shall provide the following:

1. Customization of the PRS website (within the constraints of the proposed PRS website templates) as directed by the Department.

2. Hosted payment page as part of the online PRS website.

3. Setup Department parking products and revise, as needed, until go-live.

4. Booking widget for the Department website main page to input reservation dates and times.

5. Links in the Department website to the online PRS website.

6. Links in the PRS website to FAQ’s, Terms & Conditions (T&C’s), privacy policy, parking maps, and other relevant information.

D. The Department will provide the following:

1. All necessary logos, fonts, colors, graphics, and pictures.

2. Content to be displayed for website links.

E. The PRS information security provisions, policies and procedures shall be equivalent to those of the Department’s.

F. The PRS shall accept the following identifiers for lane access:

1. QR code

2. License plate (with QR code as a backup)

G. The PRS shall operate in all unstaffed PRS-configured lanes.

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H. Reservation QR codes scanned at POF stations shall display a message identifying the QR code as a reservation and to proceed to the exit lane.

I. The PRS shall provide reservation, variable pricing, and yield management features.

J. The PRS shall be configurable to offer upsell products as part of the booking process.

K. The PRS shall be configurable to offer ancillary products and services and bundles as part of the booking process.

L. The Contractor shall provide the Department and its representatives access to the PRS administrative software application that provides a reservation dashboard, data tools and filter, reports, and changes to PRS configurations including product/price/promotion management.

and pricing.

1.2 MINIMUM REQUIREMENTS

The selected Contractor shall deliver a fully functional PRS that meets or exceeds the following minimum requirements:

A. Compliance and Regulatory Requirements

1. The PRS shall conform to the most current versions of all applicable codes, regulations, and standards, including but not limited to:

a. PCI DSS

b. ADA accessibility standards

c. Federal, State of California, Sacramento County, and other applicable local ordinances and regulations

2. The Contractor shall provide documentation confirming compliance with the above standards.

B. System Integration

1. The PRS shall integrate with SMF’s existing PARCS solution via a documented and supported API.

2. The PRS shall fully support the exchange of the following data in real time:

a. Reservation creation, modification, and cancellation

b. Credential generation (QR code, LPR, or AVI ID)

c. Occupancy management and access validation

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d. Financial transaction reconciliation

C. Functional Capabilities

The PRS must:

1. Support reservation lookup and modification by users

2. Allow for discount or promotional codes to be applied at checkout

3. Enable dynamic pricing and product-based inventory control

D. Administrative Tools

The PRS shall include a secure, web-based admin portal with:

1. Real-time visibility of reservations and inventory

2. Customizable reports and dashboards

3. Marketing and campaign configuration tools

4. User role-based access control

5. Ability to configure blackout dates, restricted times, and limited time offers

E. Reporting and Auditing

The PRS shall provide comprehensive financial and operational reports, including:

1. Daily reservation activity

2. Revenue summaries by location/product/date

3. Reconciliation with PARCS transactions

4. Promotion/campaign effectiveness tracking

5. Export capability to CSV, PDF, and API feeds

F. Security and Data Privacy

In addition to PCI DSS compliance, the PRS shall:

1. Encrypt all PII and financial data in transit and at rest

2. Adhere to best practices for user authentication and session management

3. Include audit logging and alerting for security events

4. Comply with CCPA requirements

G. System Availability and Performance

The PRS must maintain:

1. 99.9% system uptime (excluding scheduled maintenance)

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2. Response time under two (2) seconds for core reservation transactions under normal load

3. Redundant hosting with data backup and disaster recovery protocols

H. Support and Maintenance

The Contractor must provide the following:

1. 24/7/365 technical support

2. Defined incident escalation protocols

3. Regular software updates and security patches

4. Onboarding and training support for SMF personnel

I. Future Scalability and Flexibility

The PRS must be designed to:

1. Accommodate the addition of new parking facilities and products

(e.g., valet, EV charging)

2. Support integration with future SMF applications (e.g., mobile app, loyalty programs)

3. Allow multi-lingual support and ADA accessibility compliance enhancements

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1.3 PARKING FACILITIES DESCRIPTION

A. SMF Parking Facility Map

B. Facilities Description – Table 1 provides information for the overall SMF parking facilities. SMF has a PARCS test bed in Terminal B with one entry lane, one exit lane, and one pay-on-foot station.

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Table 1: Summary of SMF Parking Facility Counts

C. SMF Parking Transactions – Table 2 provides a comparison of the monthly historical and forecasted number of originating and non-originating enplanements.

Table 2: SMF Historical Parking Transactions

The PRS must also meet the following requirements to ensure long-term scalability, operational readiness, and financial accountability.

D. Future System Expansion

The PRS must be built to support future expansion, system enhancements, and integration with additional facilities, technologies, and third-party systems anticipated under the SMForward development program.

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1. Long-Term Scalability

The PRS shall support expansion to new parking products and facilities for a minimum of five (5) years, aligned with phased implementation of SMForward projects.

2. Modular and Upgradeable Design

The PRS architecture shall be modular and scalable, enabling the Airport to deploy or remove system components with minimal disruption.

3. Expansion-Ready Functionality

The PRS shall accommodate future enhancements, including but not limited to:

a. Integration of additional parking facilities, including surface lots, garages, and valet service zones.

b. Open and well-documented APIs for integration with third-party systems (e.g., loyalty programs, mobile apps, business analytics platforms).

c. Addition of new features and functional modules without re-platforming.

d. Remote firmware and software updates without the need for field equipment replacement or system downtime.

E. Required PRS Service Components

The selected Contractor shall provide all necessary software, infrastructure, and support services required to deliver and maintain a fully operational, prepaid PRS, both in the test environment and in live production.

1. System Hosting and Monitoring

Contractor shall provide and maintain a secure, cloud-hosted PRS with 24/7 monitoring, including uptime tracking, performance analytics, and threat detection.

2. Software and Interface Support

Contractor shall maintain all software components, APIs, and system interfaces required for complete end-to-end functionality of the PRS.

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3. Test Bed and Production Deployment

The PRS shall be configured, deployed, and validated in a test bed environment prior to production use. Functional, security, and integration testing must be conducted at both stages.

4. Revenue Processing and Deposits

Contractor shall process all online prepayments and ensure daily deposits of revenue into a designated Sacramento County financial institution. Deposits must include full transaction records and settlement summaries.

5. Reconciliation and Financial Reporting

a. The PRS shall produce detailed daily and monthly financial reports that enable reconciliation between sales and deposits.

b. Reports must include breakdowns by product type, transaction volume, upsell revenue, unearned/deferred revenue, and refund activity.

6. Operational Reports

The PRS shall generate and export reports summarizing:

a. Reservations by product type

b. Upsell performance

c. Customer behavior and purchasing trends

d. Cancellations, no-shows, and earned vs. unearned revenue

7. Documentation and Training

Contractor shall provide:

a. Comprehensive system operating manuals

b. Step-by-step administrative procedures

c. User-friendly training materials (slides, videos, quick-start guides)

d. Onsite or virtual training sessions for designated Airport staff

8. Warranty and Post-Warranty Support

Contractor shall offer a warranty on all hosted software and services for a minimum of two (2) years post go-live.

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Post-warranty support shall include:

a. Ongoing system monitoring

b. Helpdesk services

c. Software patches and updates

d. Performance optimization as needed

F. Phasing of PRS:

1. Phase 1: The PRS will be installed in Department’s test bed location for testing purposes and Department approval.

2. Phase 2: Once approval is provided from Phase 1, the PRS will be deployed to production for testing in one entry lane and one exit lane per direction of Department staff.

3. Phase 3: Once approval is provided from Phase 2, the PRS will be deployed across the entire designated lot.

PART 2 - PRS REQUIREMENTS

For purposes of these Scope of Services, “Contractor” shall mean the successful Contractor and any of its subcontractors or subconsultants employed in the provision of PRS and associated support services.

2.1 API INTEGRATION REQUIREMENTS

A. The PRS shall expose and consume robust, secure, and well-documented APIs to enable seamless data exchange between the PRS, SMF systems, and third-party applications. All API components must adhere to the following requirements:

1. API Architecture & Standards

a. RESTful Design: All endpoints shall follow REST principles, using appropriate HTTP methods (GET, POST, PUT, DELETE) and standard status codes.

b. Versioning:

• APIs must be versioned (e.g., v1, v2) in the URL path to allow backward-compatible enhancements.

• Deprecation notices must be provided at least ninety (90) days before end-of-life for any version.

B. Core Endpoints & Payloads

1. At a minimum, the PRS API…