2025_On-Call_Third_Party_Review_and_Modeling_RFP.pdf

Community Services Agency Sacramento County Water Agency Department of Water Resources

Drainage Planning & Development Section

Request for Proposal

On-Call Third Party Review and Modeling Services

RFP publish date: January 14, 2025

Closing date for questions: February 7, 2025

Proposals due date: February 20, 2025

Table of Contents 1 Introduction

1.1 Purpose of RFP

1.2 Background

1.3 Scope of services

2 General Rules

2.1 RFP overview

2.2 Estimated timeline and extension of time

2.3 Proposal format and content

2.4 Proposal submission

2.5 Questions and communication

2.6 Addenda

2.7 Agency’s right to withdraw, cancel, suspend and/or modify RFP

2.8 Proposer’s right to edit or cancel proposal

2.9 Proposals will not be returned

2.10 Public disclosure of proposal documents

2.11 Proposer’s costs

2.12 Proposer’s ideas

2.13 Collusion

2.14 Conflict of interest

3 Evaluation and Selection

3.1 Proposal evaluation and recommendation for selection

3.2 Evaluation of responsiveness

3.3 Evaluation of responsibility

3.4 Evaluation panel and evaluation criteria

3.5 Interviews

3.6 Execution of contract

4 Attachments

Attachment 1 – Scope of services

Attachment 2 – Proposal format and content

Attachment 3 –Sacramento County Water Agency Standard Consulting Agreement 15

Attachment 4 – Written Agreement to Indemnify for Release of Proprietary Information

1 Introduction

1.1 Purpose of RFP

The Sacramento County Water Agency (“Agency”), is soliciting proposals for professional engineering services in review of drainage studies and improvement plans, and modeling services on an as-needed basis.

Agency anticipates awarding three (3) on-call contracts for $100,000 each.

The estimated contract length will be 2 years, beginning in 2025.

1.2 Background

Consistent with Sacramento County Standards, certain development projects within unincorporated areas are required to submit drainage studies and improvement plans for review and approval.

Depending on the Agency staff’s workload or on the complexity of projects, the Agency may request third party reviews of drainage studies and/or improvement plans for consistency with Sacramento County Improvement Standards, Sacramento County Hydrology Standards, Sacramento County Drainage Study Requirements, and the Sacramento Region Stormwater Quality Design Manual.

1.3 Scope of services

The scope of services is included as Attachment 1.

2 General Rules

2.1 RFP overview

This Request for Proposals (“RFP”) is an invitation for Proposers to submit a proposal to the Agency. This RFP does not commit the Agency to award a contract to any respondent/proposer. Submission of a proposal shall neither obligate nor entitle a Proposer to enter into a contract with the Agency.

2.2 Estimated timeline and extension of time

Please refer to the OpenGov Procurement project page for information on timelines.

These dates are subject to revision or cancellation by the Agency in its sole and absolute discretion.

2.3 Proposal format and content

When submitting a proposal, Proposers must follow the format and contents detailed in Attachment 2. Failure to do so will likely prolong the evaluation process and could result in a proposal not being considered.

2.4 Proposal submission

Proposals must be received by the submission deadline in OpenGov Procurement via the solicitation link at https://procurement.opengov.com/portal/saccounty/projects/140860

Failure to submit a proposal on time may be grounds for rejection of the proposal; however, the Agency reserves the right, in its sole and absolute discretion, to accept proposals after the proposal due date.

2.5 Questions and communication

Questions concerning this RFP must be submitted to this solicitation’s Question & Answer page in OpenGov Procurement.

Questions received via phone or e-mail to direct points of contact for this RFP will not be considered nor responded to. The County shall respond to questions properly submitted as described above via addenda.

2.6 Addenda

The Agency reserves the right to modify the RFP at any time prior to the proposal due date. The Agency will modify the RFP only by formal written addenda. Proposer’s proposal should be based on this RFP document and any formal written addenda. Proposers should not rely on oral statements.

Addenda will be posted in OpenGov Procurement. It is the responsibility of each prospective Proposer to assure receipt of all addenda.

2.7 Agency’s right to withdraw, cancel, suspend and/or modify RFP

The Agency reserves the right to withdraw, cancel, suspend, and/or modify this RFP for any reason and at any time with no liability to any prospective Proposer for any costs or expenses incurred in connection with the RFP or otherwise.

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2.8 Proposer’s right to edit or cancel proposal

Proposers may edit or cancel their proposal in OpenGov Procurement prior to the due date.

2.9 Proposals will not be returned

Upon submission, proposals will not be returned.

2.10 Public disclosure of proposal documents

The Agency will treat all information submitted in a proposal as available for public inspection once negotiations with the selected party have been completed. If copies of proposals are included with Board materials, the Agency will make proposals available for public inspection once staff has made a recommendation for award.

If a Proposer believes protected data is included in its proposal, the Proposer shall clearly identify the data and provide the legal basis in support of the asserted classification. Proposer must present such information separately as part of its proposal OR type in bold red letters the term “CONFIDENTIAL” on that specific part or page of the Proposal which Proposer believes to be confidential. Classification of data as trade secret data will be determined pursuant to applicable law, and, accordingly, merely labeling data as “trade secret” does not necessarily make the data protected as such under any applicable law.

In order for the Agency to assert the confidentiality of any such information in the event a Public Record Act request is received, the Proposer must request, execute and submit an Agency-prepared written agreement to defend and indemnify the Agency for any liability, costs and expenses incurred in asserting such confidentiality as part of the proposal. A copy of that written agreement is attached as Attachment 4.

The final determination of whether the Agency will assert a Proposer’s claim of confidentiality shall be at the sole discretion of the Agency. Any information determined to be non-confidential shall be considered public record. If the Agency determines that your information does not meet the criteria for confidentiality, you will be notified of the Agency’s intent to release the public record pursuant to any Public Records Act request.

The Proposer agrees, as a condition of submitting its proposal, that the Agency will not, as between the parties, be liable or accountable for any loss or damage, which may result from a breach of confidentiality related to the proposal. The Proposer agrees to indemnify and hold the Agency, its officials, agents, and employees harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the California Public Records Act, including legal fees and disbursements paid or incurred to enforce this provision.

2.11 Proposer’s costs

The Agency shall not be responsible for any costs incurred by Proposer in connection with this RFP. Proposer shall bear all costs associated with proposal preparation, submission, and attendance at interviews, or any other activity associated with this RFP or otherwise.

2.12 Proposer’s ideas

To the extent permitted by law, the Agency reserves the right to use any or all ideas, concepts, or other information provided in any proposals. Selection or rejection of the Proposal does not affect this right.

2.13 Collusion

If the Agency determines that collusion has occurred among Proposers, none of the proposals of the participants involved in the collusion shall be considered. The Agency’s determination shall be final.

2.14 Conflict of interest

The Proposer affirms that to the best of its knowledge the submission of its Proposal, or any resulting contract, does not present an actual or perceived conflict of interest. The Proposer agrees that should any actual or perceived conflict of interest become known, it will immediately notify the Agency and will advise whether it will or will not avoid, mitigate, or neutralize the conflict of interest.

The Agency may make reasonable efforts to avoid, mitigate, or neutralize a conflict of interest by a Proposer. To avoid a conflict of interest by a Proposer, the Agency may utilize methods including disqualifying a Proposer from eligibility for a contract award or cancelling the contract if the conflict is discovered after a contract has been issued. The Agency may, at its sole and absolute discretion, waive any conflict of interest.

3 Evaluation and Selection

3.1 Proposal evaluation and recommendation for selection

The Agency reserves the following rights, to be exercised in the Agency’s sole and absolute discretion: 1) to determine whether any aspect of a proposal satisfactorily meets the criteria established in this RFP; 2) to seek clarification or additional information from any Proposer; 3) to negotiate, sequentially or simultaneously, pricing and/or terms with any Proposer or vendor; 4) to reject any or all proposals with or without cause; 5) to waive any irregularities or informalities in a proposal; 6) to cancel or amend by addenda this RFP, in part or entirely; 7) to award multiple contracts to Proposers; and/or 8) award a contract to a vendor that did not submit a proposal.

Evaluation of proposals by a selection committee, evaluation panel, Agency staff, a technical advisory committee, or by another group, individual or entity is advisory only. The Sacramento County Water Agency Board of Directors or its designee may consider or reject such evaluation(s) for any or all proposals. Such evaluations are for the sole benefit of the Sacramento County Water Agency Board of Directors or its designee, and as such, they are not binding upon the Agency, nor may they be relied upon in any way by a Proposer.

The County will issue a Notice of Intent to Award (NOIA) and/or a Notice of Award (NOA), as applicable, to be published on OpenGov Procurement naming County’s selected consultant following completion of the evaluation process.

3.2 Evaluation of responsiveness

The Agency will consider all the material submitted by the Proposer to determine whether the Proposer’s offer is in compliance with the terms and conditions set forth in this RFP. Proposals that do not comply with the provisions in this RFP may be considered nonresponsive and may be rejected.

3.3 Evaluation of responsibility

To determine whether a Proposer is responsible, the Agency will consider the Proposer’s general qualifications to perform the requested services in a satisfactory manner; financial responsibility; integrity; skill; past performance; and ability. Proposals from Proposers considered non-responsible will be rejected.

3.4 Evaluation panel and evaluation criteria

After review of each responsive proposal, the Agency may award a contract to a successful Proposer based on the evaluation criteria, or it may establish a short list of Proposers for further consideration. The short list of Proposers may be asked to provide additional information. The short list of Proposers may also be asked to attend an in-person or telephone interview/presentation, as determined by the Agency in its sole discretion.

The following evaluation criteria will be used for ranking and selecting successful Proposers.

1. Quality of the proposed services (50%), including:

• How well the proposed services meet the requirements as stated in the RFP. Preference will be given to Proposers that have relevant experience with hydrologic and hydraulic analysis in the Greater Sacramento Region.

• Demonstrated understanding of the scope of services and Agency’s needs

2. Experience and qualifications of the project team (30%), including:

• Experience

• Expertise. Preference will be given to Proposers with key team members with experience in items listed in the scope of services, and that have familiarity with the Sacramento region.

• Capability

• Past performance

• References

3. Familiarity with Sacramento County Standards (10%)

4. Breadth of modeling software used (10%)

In addition, the Agency will consider the trade-off between proposed cost and the other evaluation criteria in determining which proposal is most advantageous to the Agency.

3.5 Interviews

After review of each responsive proposal, the Agency may award a contract to a successful Proposer based on the evaluation criteria, or it may establish a short list of Proposers for further consideration. The short list of Proposers may be asked to provide additional information, or an interview/demonstration as determined by the Agency in its sole discretion.

3.6 Execution of contract

The selected proposer shall execute an agreement with the County of Sacramento, using the standard consulting agreement (Attachment 3). Any requested revisions, deletions, or additions, to the language in the attached sample agreement shall be clearly set forth in the proposal for the County’s consideration.

Before a contract becomes effective between the County and any proposer, the contract must be reviewed by County Counsel and the contract award must be approved by the County Board of Supervisors or its designee. If for any reason the County Board of Supervisors or its designee does not ratify and sign the contract then there are no binding obligations whatsoever between the County and the proposer relative to the proposed contract.

4 Attachments

Attachment 1 – Scope of work Attachment 2 – Proposal format and content Attachment 3 – Sacramento County Water Agency Standard Consulting Agreement Attachment 4 – Written Agreement to Indemnify for Release of Propriety Information

Attachment 1 – Scope of services

The selected consultants will primarily support Agency staff with the review of drainage studies for various development projects within the unincorporated County. The drainage study review aims to verify that modeling techniques are appropriate and to ensure compliance with hydrology and hydraulics standards, and as applicable, stormwater quality regulatory requirements.

Reviews will also include verification that drainage studies are consistent with modeling and calculations. The size and complexity of drainage studies will vary based on the level of detail needed for each project, per the Sacramento County Drainage Study Requirements. Drainage studies for development projects range from large master plan areas to small infill projects. Selected consultants will be expected to be able to access and review commonly used modeling software such as HEC-RAS, XPStorm, StormCAD, etc. as well as the Sacramento County hydrology calculator, SacCalc, Sacramento Area Hydrology Model (SAHM) and Low Impact Development credit and treatment sizing calculation spreadsheet.

Consistent with the Sacramento County Drainage Study Requirements document, review times for large drainage studies will be discussed with the selected consultants before finalizing Scoping Agreements. For smaller drainage studies times should not exceed twenty (20) business days for initial submittals, and fifteen (15) business days for resubmittals.

Occasionally, the selected consultants may be asked to support Agency staff with the following:

- Review of improvement plans for development projects to ensure compliance with applicable standards and construction specifications.

Review of improvement plans is subject to a formal 20-10-10 day review cycle (20 work days for initial submittals, and 10 work days for each subsequent resubmittal).

- Hydrologic and hydraulic modeling efforts to determine floodplains.

- Development of master drainage studies and/or updates to existing master drainage studies.

- CLOMR/LOMR submittals to FEMA.

- Attending meetings with the Agency and developers to discuss review comments.

The selected consultants will be expected to conduct comprehensive reviews, unless directed otherwise by Agency, and to deliver clear comment letters.

For modeling and master planning efforts, the selected consultants will be expected to work closely with Agency staff and to deliver complete drainage reports and electronic models, unless directed otherwise by the Agency. For all tasks, the Agency will ask the selected consultants to provide a time and cost estimate for approval prior to initiating the task.

Attachment 2 – Proposal format and content

Proposals shall not exceed ten (10) pages; excluding front and back covers, dividers, table of contents, and resumes; and must adhere to the following format:

1. Cover letter

The Proposer must submit a cover letter that includes the following:

a. A statement that the Proposal is effective for a period of one hundred eighty (180) days or the date the contract takes effect, whichever is later.

b. A statement confirming that the Proposer has reviewed and agrees to be bound by the Agency Terms and Conditions (Attachment 3) including insurance provisions; or, alternatively, a statement confirming that the Proposer has reviewed and agrees to be bound by the Agency Terms and Conditions (Attachment 3), excluding only those provisions that have been redlined for negotiation purposes and are included in their Proposal.

c. A statement that the Proposer does not have an actual or perceived conflict of interest regarding this RFP or in submission of their Proposal;

or alternatively, a statement explaining any conflict of interest and how to avoid, mitigate or neutralize the conflict.

2. Proposal

The Proposal shall contain the following information (and in the same order):

a. A brief profile of the Proposer, including the size, organizational structure and history. Identify the proposed Project Manager and key project team members, including contract responsibilities.

b. A statement of qualifications that includes:

i. A narrative of the experience of the Proposer in implementing similar services for other clients, including governmental clients similar in size to Sacramento County Water Agency, if available.

ii. Brief resumes for each team member outlining their credentials and relevant experience.

iii. Capacity to perform the services, including availability of staff and resources.

iv. A description of the Proposer’s familiarity with Sacramento County Standards.

v. A list of modeling software the Proposer works with.

c. Name of project or account manager to be assigned to the Agency.

d. Two (2) references for whom the Proposer has provided services similar to those described in this RFP. If subcontractors will be used, then provide 2 of references for each subcontractor. The Agency reserves the right to check other references not provided by the Proposer. The following information is required for each reference:

i. Name and address

ii. Point of contact (name, telephone number, email) for contractual/administrative matters and technical performance

iii. Period of contract performance

iv. Description of work performed

Emphasis should be given to providing references where 1) the resources used are the same or mostly the same as those who will be used for the Agency’s purposes, and 2) the references are governmental organizations of similar size to the Agency. The Agency may request additional references.

e. Pricing/costs submitted using hourly rates for all proposed team member.

Contract No.

Attachment 3 –Sacramento County Water Agency Standard Consulting Agreement

SACRAMENTO COUNTY WATER AGENCY

AGREEMENT FOR

XXXXXXXXXXXXXXXX

THIS AGREEMENT is made and entered into on _______________________, by and between the SACRAMENTO AGENCY WATER AGENCY, a statutorily created district operating under the authority of and pursuant to the provisions of the Sacramento AGENCY Water Agency Act (California Water Code-Appendix, Chapter 66, commencing at Section 66-1 et seq.) (hereinafter “AGENCY”) and <name of contracting party and nature of entity> (hereinafter “CONSULTANT.”)

RECITALS

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

1. SCOPE OF SERVICES

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

2. TERM

This Agreement shall be effective and commence as of the date first written above and shall end on _____________. AGENCY’S Director is authorized to amend this Agreement with CONSULTANT to extend the term.

3. 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, addressed as follows:

TO AGENCY:

Attn: Project Manager Address

TO CONSULTANT:

Attn:

Firm Name Address

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

4. COMPLIANCE WITH LAWS

A. CONSULTANT shall observe and comply with all applicable Federal, State, and County laws, regulations and ordinances.

B. 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.

C. [if over $5M] CONSULTANT shall provide a written report to COUNTY within 60 days of the effective date of the contract or 60 days upon request regarding compliance with economic sanctions and steps taken in response to Russia’s action 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. The COUNTY shall keep the report on file as evidence of compliance with the Order.

5. 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.

6. LICENSES, PERMITS AND CONTRACTUAL GOOD STANDING

A. CONSULTANT 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 AGENCY. 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

AGENCY.

B. CONSULTANT further certifies to AGENCY that it and its principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal, state or county government contracts. CONSULTANT certifies that it shall not contract with a subcontractor that is so debarred or suspended.

7. PREVAILING WAGES

CONSULTANT shall comply with the provisions of the California Labor Code, specifically, but not limited to, Chapter 1, commencing at Section 1720, of Part 7 of Division 2 (payment of prevailing wages). The prevailing rates for per diem wages shall be those rates determined by the Director of the California Department of Industrial Relations.

8. PERFORMANCE STANDARDS

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

9. OWNERSHIP OF WORK PRODUCT

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

AGENCY recognizes that all technical data, evaluations, plans, specifications, reports, and other work products are instruments of CONSULTANT’S services and are not designed for use other than what is intended by this Agreement.

10. STATUS OF CONSULTANT

A. It is understood and agreed that CONSULTANT (including CONSULTANT’S employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto. CONSULTANT’S assigned personnel shall not be entitled to any benefits payable to employees of AGENCY. AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of this Agreement; and as an independent contractor, CONSULTANT hereby indemnifies and holds AGENCY harmless from any and all claims that may be made against AGENCY 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 CONSULTANT in the performance of its obligation hereunder is subject to the control or direction of AGENCY 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 CONSULTANT for accomplishing the results.

C. If, in the performance of this Agreement, any third persons are employed by

CONSULTANT, such person shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. 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 CONSULTANT, and the AGENCY 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 AGENCY, neither the CONSULTANT nor CONSULTANT’S assigned personnel shall have any entitlement as an AGENCY employee, right to act on behalf of AGENCY in any capacity whatsoever as agent, nor to bind AGENCY to any obligation whatsoever. CONSULTANT shall not be covered by worker’s compensation; nor shall CONSULTANT 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 AGENCY to employees of the

E. It is further understood and agreed that CONSULTANT must issue W-2 and 941

Forms for income and employment tax purposes, for all of CONSULTANT’S assigned personnel under the terms and conditions of this Agreement.

FOR OUT OF STATE CONSULTANTS ONLY

F. Notwithstanding subparagraphs (A) and (E), it is further understood and agreed that

AGENCY shall withhold seven percent (7%) of all income paid to CONSULTANT under this agreement for payment and reporting to the California Franchise Tax Board because CONSULTANT does not qualify as (1) a corporation with its principal place of business in California, (2) a partnership with a permanent place of business in California, (3) a corporation qualified to do business in California by the Secretary of State, or (4) an individual with a permanent residence in the State of California.

11. CONSULTANT IDENTIFICATION

CONSULTANT shall provide the AGENCY with the following information for the purpose of compliance with California Unemployment Insurance Code section 1088.8 and Sacramento County Code Chapter 2.160: CONSULTANT’S name, address, telephone number, social security number or federal tax identification number, and whether dependent health insurance coverage is available to CONSULTANT.

12. COMPLIANCE WITH CHILD, FAMILY AND SPOUSAL SUPPORT REPORTING

OBLIGATIONS

CONSULTANT’s failure to comply with state and federal child, family and spousal support reporting requirements regarding CONSULTANT’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 Agreement.

CONSULTANT’s failure to cure such default within 90 days of notice by AGENCY shall be grounds for termination of this Agreement.

13. BENEFITS WAIVER

If CONSULTANT is unincorporated, CONSULTANT acknowledges and agrees that CONSULTANT is not entitled to receive the following benefits and/or compensation from AGENCY: 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 and/or any and all memoranda of understanding between AGENCY and its employee organizations. Should CONSULTANT or any employee or agent of CONSULTANT seek to obtain such benefits from AGENCY, CONSULTANT agrees to indemnify and hold harmless AGENCY from any and all claims that may be made against AGENCY for such benefits.

14. RETIREMENT BENEFITS/STATUS

CONSULTANT acknowledges and agrees that AGENCY 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, CONSULTANT 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 CONSULTANT under this Agreement. CONSULTANT waives any rights to proceed against AGENCY should SCERS modify or terminate retirement benefits based on CONSULTANT’S provision of services under this Agreement.

15. CONFLICT OF INTEREST

CONSULTANT and CONSULTANT’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.

16. LOBBYING AND UNION ORGANIZATION ACTIVITIES

A. CONSULTANT 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 AGENCY, CONSULTANT 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.

17. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND FACILITIES

A. CONSULTANT agrees and assures AGENCY that CONSULTANT and any subconsultants 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 AGENCY, 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, age (over 40), medical condition (including HIV and AIDS), or physical or mental disability.

CONSULTANT shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of AGENCY employees and agents, and recipients of services are free from such discrimination and harassment.

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

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

18. INDEMNIFICATION

A. To the fullest extent permitted by law, for work or services provided under this

Agreement, CONTRACTOR shall indemnify, defend, and hold harmless AGENCY, 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, expert fees, and reasonable attorneys' fees, resulting from injuries to or death of any person, including employees of either party hereto, and damage to or destruction of property, or loss of use or reduction in value thereof, including the property of either party hereto, and recovery of monetary losses incurred by AGENCY directly attributable to the performance of CONTRACTOR, to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of CONTRACTOR, its employees, CONTRACTOR’s sub-consultants or subcontractors at any tier, or any other party for which CONTRACTOR is legally liable under law.

B. The right to defense and indemnity under this section arises upon occurrence of an event giving rise to a claim and tendered in writing to CONTRACTOR. CONTRACTOR shall defend Indemnified Parties with counsel reasonably acceptable to AGENCY.

C. Notwithstanding the foregoing, the parties expressly agree that CONTRACTOR’s defense obligation under this indemnity obligation shall require CONTRACTOR to defend the Indemnified Parties until any of the following occur: (1) the judgment has become final by a Court of Competent Jurisdiction, (2) other mutually agreeable dispute resolution or settlement process establishing the proportionate percentage of fault of the parties under law. In the event that fault is apportioned between AGENCY and CONTRACTOR, CONTRACTOR’s final cost of defense shall not exceed its proportionate percentage of fault. To the extent that CONTRACTOR’s cost of defense exceeds its proportionate percentage of fault, AGENCY shall reimburse CONTRACTOR. If requested by AGENCY, CONTRACTOR agrees to participate, at its own expense, in the defense of a Claim to provide testimony or to produce documents or other relevant information.

D. To the extent permitted by law, this indemnity obligation shall not be limited by the types and amounts of insurance or self-insurance maintained by CONTRACTOR or CONTRACTOR’s sub-consultants or subcontractors at any tier.

E. Nothing in this indemnity obligation 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.

F. The provisions of this indemnity obligation shall survive the expiration or termination of the Agreement.

19. INSURANCE

Without limiting CONSULTANT’S indemnification, CONSULTANT 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 CONSULTANT 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 AGENCY shall not pay any sum to CONSULTANT under this Agreement unless and until AGENCY 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.

20. INFORMATION TECHNOLOGY ASSURANCES

CONSULTANT shall take all reasonable precautions to ensure that any hardware, software, and/or embedded chip devices used by CONSULTANT in the performance of services under this Agreement, other than those owned or provided by AGENCY, shall be free from viruses.

Nothing in this provision shall be construed to limit any rights or remedies otherwise available to AGENCY under this Agreement.

21. 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 AGENCY in accordance with express provisions in this Agreement.

B. CONSULTANT shall submit an invoice in accordance with the procedures prescribed by

AGENCY on a monthly basis for services performed during the previous month. Invoices shall be submitted to AGENCY no later than the fifteenth (15th) day following the invoice period, and AGENCY shall pay CONSULTANT within thirty (30) days after receipt of an appropriate and correct invoice.

C. AGENCY 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 month after the end of the fiscal year. Invoices submitted after July 31 for the prior fiscal year shall not be honored by AGENCY unless CONSULTANT has obtained prior written AGENCY approval to the contrary.

D. CONSULTANT shall maintain for four 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 CONSULTANT fails to comply with any provisions of this Agreement, AGENCY may withhold payment until such non-compliance has been corrected.

22. LEGAL TRAINING INFORMATION keep/delete as appropriate

If under this Agreement CONSULTANT is to provide training of County personnel on legal issues, then CONSULTANT 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.

23. SUBCONTRACTS, ASSIGNMENT

A. CONSULTANT shall obtain prior written approval from AGENCY before subcontracting any of the services delivered under this Agreement. CONSULTANT remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. CONSULTANT shall be held responsible by AGENCY for the performance of any subconsultant whether approved by AGENCY or not.

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

24. 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 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 AGENCY unless agreed in writing by Director and counsel for AGENCY.

25. SUCCESSORS

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

26. TIME

Time is of the essence of this Agreement.

27. 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 party on the basis that the other party prepared it.

28. DIRECTOR

As used in this Agreement, "Director" shall mean the County of Sacramento, Director of the Department of Water Resources, acting as AGENCY Engineer, or their designee.

29. 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, CONSULTANT shall continue without delay to carry out all its responsibilities under this Agreement unless the Agreement is otherwise terminated in accordance with the Termination provisions herein. AGENCY 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 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.

30. TERMINATION

A. AGENCY may terminate this Agreement without cause upon 15/30/45 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 AGENCY to CONSULTANT and it is later determined that CONSULTANT 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. AGENCY may terminate this Agreement for cause immediately upon giving written notice to CONSULTANT should CONSULTANT 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, AGENCY may proceed with the work in any manner deemed proper by AGENCY. If notice of termination for cause is given by AGENCY to CONSULTANT and it is later determined that CONSULTANT 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. AGENCY may terminate or amend this Agreement immediately upon giving written notice to CONSULTANT, 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 AGENCY 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 AGENCY's yearly proposed and/or final budget are not appropriated by AGENCY 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 AGENCY as a result of mid-year budget reductions.

D. If this Agreement is terminated by AGENCY under paragraph (A) or (C) above:

1. CONSULTANT shall cease rendering services pursuant to this Agreement as of the termination date.

2. CONSULTANT shall deliver to AGENCY copies of all writings prepared pursuant to this Agreement. The term "writings" shall be construed to mean and include: handwriting, typewriting, drawings, blueprints, printing, electronic media, photostatting, photographing, and every other means of recording upon any tangible thing, any form of communication or representation, including letters, words, pictures, sounds, or symbols, or combinations thereof.

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

E. If this Agreement is terminated under paragraphs (A) or (C), above, CONSULTANT shall be paid for authorized and approved services performed prior to the termination date in accordance with the provisions of the Compensation and Payment of Invoices Limitations provision of this Agreement.

F. [if Board approved include] The Director has authority to terminate this Agreement under paragraphs (A), (B) and (C), above.

31. REPORTS

A. CONSULTANT shall, without additional compensation therefore, make fiscal, program evaluation, progress, and such other reports as may be reasonably required by DIRECTOR concerning CONSULTANT’S activities as they affect the contract duties and purposes herein.

AGENCY shall explain procedures for reporting the required information.

B. CONSULTANT agrees that, pursuant to Government Code section 7522.56, CONSULTANT shall make best efforts to determine if any of its employees or new hires providing direct services to the AGENCY are members of the Sacramento County Employees’ Retirement System (SCERS). CONSULTANT further agrees that it shall make a report bi-annually (due no later than January 31st and July 31st) to the AGENCY 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 paragraph 3 of this Agreement.

32. AUDITS AND RECORDS

Upon AGENCY’S request, AGENCY or its designee shall have the right at reasonable times and intervals to audit, at CONSULTANT’S premises, CONSULTANT’S financial and program records as AGENCY deems necessary to determine CONSULTANT’S compliance with legal and contractual requirements and the correctness of claims submitted by CONSULTANT.

CONSULTANT shall maintain such records for a period of four years following termination of the Agreement, and shall make them available for copying upon AGENCY'S request at AGENCY'S expense. AGENCY shall have the right to withhold any payment under this Agreement until CONSULTANT has provided access to CONSULTANT’S financial and program records related to this Agreement.

33. PRIOR AGREEMENTS

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

34. 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.

35. FORCE MAJEURE

Neither CONSULTANT nor AGENCY 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, 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).

36. 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.

37. 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.

38. DUPLICATE COUNTERPARTS

This Agreement may be executed in duplicate counterparts. The Agreement shall be deemed executed when it has been signed by both parties.

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

39. ADDITIONAL PROVISIONS

The additional provisions contained in Exhibits A, B, and C attached hereto are part of this Agreement and are incorporated herein by reference.

(SIGNATURE PAGE FOLLOWS)

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

SACRAMENTO COUNTY WATER

AGENCY, a statutorily created district operating under the authority of and pursuant to the provisions of the Sacramento County Water Agency Act (California Water Code-Appendix, Chapter 66, commencing at Section 66- 1 et seq.

CONTRACTOR/CONSULTANT, STATE

AND TYPE OF ENTITY

By:

Signatory Director, Sacramento County Water…