2026-07-23-2_RFP.pdf

Office of Budget and Debt Management

REQUEST FOR PROPOSALS

FOR

BALLOT MEASURE PLANNING ADVISORY SERVICES

RFP PUBLISH DATE: July 23, 2026 DEADLINE FOR QUESTIONS: July 30, 2026

RESPONSE DEADLINE: August 6, 2026

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://secure.procurenow.com/portal/saccounty https://secure.procurenow.com/portal/%7bproject.government.code%7d

Request for Proposals – Ballot Measure Polling and Public Outreach Consultant | Page 1

SACRAMENTO COUNTY

REQUEST FOR PROPOSALS FOR

BALLOT MEASURE PLANNING ADVISORY SERVICES

I. INTRODUCTION

Sacramento County (the County) is seeking proposals from firms (Firms) for ballot measure planning advisory services. The County desires to better understand resident and business community opinions and ensure voters are accurately informed and understand the outcome of their vote(s) associated with potential ballot measures to enhance County revenues. There are a variety of options, and the County would like to understand the support that may be achieved for each type of ballot measure that will increase revenues.

Project Description

On June 4, 2025, recognizing the County’s structural budget deficit and unmet capital needs, the Board of Supervisors (Board) directed the County Executive to explore revenue enhancement options and return to the Board. HdL Companies was selected for consulting services to provide the Board with an exploratory report on the potential revenues that could be generated based on various ballot measures that could be proposed. On January 27, 2026, the Board received that report and directed staff to conduct further research in preparation for a ballot measure no earlier than 2028.

For consistency throughout a “Ballot Measure” means any potential voter-approved County revenue mechanism considered during this engagement, including, without limitation, tax measures, bond measures, or other legally available ballot revenue measures, as directed by the County and subject to review by County Counsel.

II. GENERAL RULES

RFP overview This Request for Proposals (“RFP”) is an invitation for proposers to submit a proposal to the County. This RFP does not commit the County to award a contract to any proposer.

Submission of a proposal shall neither obligate nor entitle a proposer to enter into a contract with the County.

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 County in its sole and absolute discretion.

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Proposal format and content When submitting a proposal the proposer must follow the format and contents detailed below in Section IV. Failure to do so will likely prolong the evaluation process and could result in a proposal not being considered.

Proposal submission Proposers must be received by the submission deadline in OpenGov Procurement via the solicitation link at https://procurement.opengov.com/governments/278/projects/285328

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

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 if the answer presents a material change to the solicitation. The Question & Answer section in OpenGov Procurement may be used for non-material answers.

By submitting a proposal, proposer affirms review of all solicitation documents including all questions submitted and answers issued by the County on this project.

Addenda The County reserves the right to modify the RFP at any time prior to the proposal due date. The County 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.

County’s right to withdraw, cancel, suspend and/or modify RFP The County 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.

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

https://secure.procurenow.com/login https://procurement.opengov.com/governments/278/projects/285328

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Proposals will not be returned Upon submission, proposals will not be returned.

Public disclosure of proposal documents The County 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 County 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 County 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 a County-prepared written agreement to defend and indemnify the County for any liability, costs and expenses incurred in asserting such confidentiality as part of the proposal.

The final determination of whether the County will assert a proposer’s claim of confidentiality shall be at the sole discretion of the County. Any information determined to be non-confidential shall be considered public record. If the County determines that your information does not meet the criteria for confidentiality, you will be notified of the County’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 County 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 County, 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.

Proposer’s costs The County 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.

Proposer’s ideas To the extent permitted by law, the County 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.

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

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 County and will advise whether it will or will not avoid, mitigate, or neutralize the conflict of interest.

The County 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 County 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 County may, at its sole and absolute discretion, waive any conflict of interest.

III. SCOPE OF REQUIRED SERVICES

The chosen Firm(s) may offer Ballot Measure advisory services to the County, either directly or through subcontractors, including but not limited to the following:

1. Overall project management of the polling processes, focus groups, community group engagement, outreach and crafting the Ballot Measure will be the responsibility of the consultant, including maintaining a master project schedule and ensuring that key dates required to get a measure on the ballot for 2028 are met and providing the County with a recommendation of utilizing the primary election or general election.

2. Meet with the members of the project team and gain an understanding of the County’s Goals and Objectives.

3. Develop a comprehensive outreach/engagement strategy.

4. Develop a dedicated webpage with the County’s Public Information Officer (PIO) in order to support the outreach and engagement strategy. This page may have a FAQs page or other necessary information and must be in Americans with Disabilities Act (ADA) accessible formats.

5. Craft appropriate informational and educational materials in English and the County’s threshold languages (Cantonese, Hmong, Russian, Spanish, Vietnamese, Farsi and Arabic) and provide advice on distribution methods.

6. Direct a targeted outreach to businesses, community groups, and organizations within the community that would be impacted by any new initiative and work with those organizations to participate in events and act as a liaison between their members and the County for purposes of information dissemination.

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7. Design and conduct at least two surveys to understand the community’s perspectives on potential Ballot Measures.

a. Polling should be conducted in a manner to obtain a statistically relevant level of responses.

b. The polling should be of registered voters and the results shall have demographic data based on discussions with the County project team.

8. Prepare a report based on the results of each of the surveys that is in a form suitable for presentation to the Board.

9. Based on polling, public engagement, fiscal analysis, and direction from the County, assist the County in evaluating available Ballot Measure options and, if directed, support County staff, including County Counsel, in preparing legally compliant resolutions, ordinance language, and related materials. For any sales tax measure, this may include coordination with California Department of Tax and Fee Administration (CDTFA), as applicable.

a. Work with the project team staff, and other consultants to determine the amount and type of revenue measure to pursue.

b. Work with County Counsel, and where applicable, in coordination with CDTFA, to prepare the Ballot Measure language, resolution(s) and ordinance(s) consistent with state law.

10. Prepare a community outreach plan, working with the County’s PIO including informational and educational materials and provide advice on distribution methods including but not limited to social media and radio ads, that includes materials provided in English and the County’s threshold languages (Cantonese, Hmong, Russian, Spanish, Vietnamese, Farsi and Arabic).

11.In consultation with County staff, develop and prepare all documents, messages, artwork, graphics, and presentations necessary for voter education; all of which shall be considered County property.

12.Design, advertise and conduct up to ten (10) public outreach meetings/community workshops, including for residents and businesses. Meetings shall be designed for hybrid participation (in person and online).

13.Present, in person, an update to the Board at critical stages of the outreach (at a minimum two (2) meetings, but no more than five(5)).

14.Complete any post-ballot activities as they may be required, including but not limited to deactivating any websites, social media ads, and campaign collateral.

IV. RESPONSE REQUIREMENTS

Firms interested in providing Ballot Measure advisory services identified in Section II above must submit a response responding to all the questions identified below. Provide responses and information in the order listed below. Please do not use a font size smaller than 11.

The response is limited to no more than ten (10) pages. Unresponsive and/or incomplete responses may cause your proposal to be rejected.

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1. Transmittal Letter

Please provide a transmittal letter addressed to Colin Bettis, County Debt Officer, and signed by an officer responsible for the engagement. The transmittal letter, which shall not exceed one page in length, shall provide a commitment of interest to engage in the required services and an executive summary of your response. If your Firm will be sub-contracting any portion of the work, please indicate so within your transmittal letter.

2. Firm Profile, Applicable Experience

Describe the company profile, including any subsidiaries or parent companies.

Summarize the Firm's experience handling the entire Ballot Measure process, including the analysis phase that determined the approach to be taken. Provide a minimum of three (3) specific examples of projects where the Firm has performed services of a similar size, scope, and complexity. Each example should show experience with California local governments providing Ballot Measure planning advisory services, including polling and outreach services.

Provide contacts for each of the examples above that may be contacted as references for the Firm. Please note that staff and firm qualifications listed in Section V. should be met within Section IV.2 and IV.3.

3. Staff Qualifications and Experience

The proposal should identify a project manager as well as any other staff who would be assigned to the project. List the qualifications and experience for each principal staff member and include recent Ballot Measure experience. Indicate how the quality of staff over the term of the agreement will be assured. Resumes of the staff members may be included in an appendix which will not count towards the total page count of the proposal. Please note that staff and firm qualifications listed in Section V. should be met within Section IV.2 and IV.3.

4. Polling and Public Education Strategy

The proposal should set forth a work plan, including an explanation of the polling methodology for the surveys, public education, and outreach strategy, and all services described in this solicitation.

5. Timeline Proposal

The Firm shall submit a proposed project timeline outlining key phases and milestones. This should include target dates for designing and launching surveys, presenting findings to the Board, conducting education and outreach efforts, and completing other essential components.

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6. Modifications to Scope of Work

Any suggested modifications to the scope of work listed above and associated costs should be clearly identified.

7. Fee Proposal (Please provide fee detail as a separate PDF document titled “Fee Proposal”)

Provide a not-to-exceed fee proposal which assumes the above scope of work, with any detailed exclusions and inclusions. Please also include any incremental costs if any additional services are recommended, and any ancillary costs associated with attending any meetings.

Please also provide a breakdown of any hourly rates that will be charged and identify whether fees will be invoiced at regular intervals.

8. Regulatory Information

Provide responses to the following questions. Responses to this section will not count toward the page limit.

a) Within the past 24 months, has your Firm and/or any of its principals been the subject of any investigations or a party to any litigation based on the scope of work or any related scope of work?

b) Have any of the ordinances and/or resolution language been denied by CDTFA within the last 24 months?

c) Does there exist any relationship between your Firm and any other non-affiliated Firm(s) or individuals involving any compensation arrangement that may be associated with your possible engagement to assist with the County’s proposed project?

9. Acknowledgement of County’s Standard Professional Services

Agreement (Attachment 1)

The Firm must either acknowledge that the County’s standard professional services agreement is acceptable as written and that the necessary insurance and other documents will be provided as required, or the Firm must submit “redlined” changes to the professional services agreement. 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

Request for Proposals – Ballot Measure Polling and Public Outreach Consultant | Page 8 proposer relative to the proposed contract.

Prime Contractor

If the proposal includes hardware, software, and/or services from a third party, the proposing company must act as prime contractor for procurement of all proposed products and services. The prime contractor shall be the sole point of contact for contractual issues including payment of any and all charges resulting from the purchase of the proposed hardware, software, and services. Prime contractor must take responsibility for demonstration, delivery, installation, and acceptance testing of all items proposed. Prime contractor must also provide maintenance, warranty, and ensure third party warranties are extended to the County.

Products or services provided by a third party must be clearly delineated.

V. MINIMUM QUALIFICATIONS

1. The Firm or the principals must have five (5) years or more experience performing the scope of services listed above for local governments. The Firm must provide proof that it is qualified to do business and is in good standing in California.

2. The Firm must have an office in California with at least two non-clerical staff that would be assigned full-time or part-time to this contract. The Firm must provide the names and resumes of these individuals.

3. Of the two staff mentioned above, at least one must have significant experience presenting to boards of supervisors, city councils, commissions, public agencies, or community groups.

VI. EVALUATION AND SELECTION

Proposal evaluation and recommendation for selection The County reserves the following rights, to be exercised in the County’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, County staff, a technical advisory committee, or by another group, individual or entity is advisory only.

The County of Sacramento Board of Supervisors or its designee may consider or reject such evaluation(s) for any or all proposals. Such evaluations are for the sole benefit of

Request for Proposals – Ballot Measure Polling and Public Outreach Consultant | Page 9 the County of Sacramento Board of Supervisors or its designee, and as such, they are not binding upon the County, nor may they be relied upon in any way by a proposer.

Evaluation of responsiveness The County will consider all the material submitted by a 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.

Evaluation of responsibility To determine whether a proposer is responsible, the County 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.

Evaluation panel and evaluation criteria After review of each responsive proposal, the County 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 County in its sole discretion.

Evaluation criteria shall include the following:

1. Quality of the proposed services, including:

• How well the proposed services meet the requirements as stated in the RFP

• Quality of the proposed schedule/work plan/implementation

• Demonstrated understanding of the scope of work and County’s needs

2. Experience and qualifications, including:

• Experience

• Expertise of staff

• Capability

• Past performance

• References

3. Quality of proposal compliance, including:

• Compliance with proposal format & content

• Acceptance of the County’s terms and conditions

• Prepared for interview (if applicable)

The County will consider the trade-off between proposed cost and the other evaluation

Request for Proposals – Ballot Measure Polling and Public Outreach Consultant | Page 10 criteria in determining which proposal is most advantageous to the County.

Interviews (If determined necessary) After review of each responsive proposal, the County 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 County in its sole discretion.

Execution of contract The selected proposer shall execute an agreement with the County of Sacramento, using the standard consulting agreement (Attachment 1). 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.

VII. LIMITATIONS

This RFP does not commit the County to award a contract, to defray any costs incurred in the preparation of a proposal pursuant to this RFP, or to procure or contract for work.

All responses submitted in response to this RFP become the property of the County and public records and, as such, may be subject to public review.

The County reserves the right to cancel or revise, in part or in its entirety, this RFP including, but not limited to: selection schedule, submittal date, and submittal requirements. If the County cancels or revises the RFP, all RFP holders of record will be notified in writing. The County reserves the right to reject any and all submittals and to waive any irregularity in the submission and review process.

The County reserves the right to request additional information and/or clarifications from any or all responders to this RFP.

VIII. RECOMMENDATION TO THE BOARD OF SUPERVISORS FOR

APPROVAL

The Evaluation Committee will recommend a Firm for elevation to the contract negotiations phase. County management will then decide to accept or reject the Evaluation Committee’s recommendations. The County reserves the right to negotiate with any Firm in working to finalize a contract in relation to the Firm’s response. The County reserves the right to reject all proposals at any time during

Request for Proposals – Ballot Measure Polling and Public Outreach Consultant | Page 11 the Request for Proposals process. If a satisfactory contract cannot be negotiated in a timely manner, the County, in its sole discretion, may terminate negotiations with the selected Firm and begin contract negotiations with the next finalist. After a Firm has been selected by County management and the contract terms have been negotiated, the contract may be submitted to the Board for approval if required. If Board approval is required, the contract will be executed and awarded upon the Board’s approval.

ATTACHMENT 1

STANDARD SERVICES CONTRACT HEADER HERE

RFX (RFP, RFB, RFQ, RFI) Number:

Material Description: <<Provide material description here>>

CONTRACTOR CONTACT INFORMATION:

CONTRACTOR NAME:

CONTRACTOR PHONE:

CONTRACTOR FAX:

CONTRACTOR E-MAIL:

CONTRACTOR WEBSITE:

END-USER DEPARTMENT CONTACT:

NAME, DEPARTMENT & TITLE:

PHONE NUMBER/FAX:

E-MAIL:

REFERENCE NUMBER (E.G. SR####, Requisition#, etc.):

ISSUING CONTRACT SERVICES OFFICER:

NAME & TITLE:

PHONE NUMBER (FAX IF APPLICABLE):

E-MAIL:

OPTION:

Revision Language for Amendments

<<CSO may include Amendment Language here such as: Amendment 1, Change Order #, : issued by (buyer name)>> “This Amendment is made and entered into this Enter Date (i.e. 1st day) of Month, 2017 by and between the COUNTY of Sacramento, a political subdivision of the State of California, hereinafter referred to as “COUNTY,” and <<CONTRACTOR>>, a (e.g. LLC, limited liability company) hereinafter referred to as “CONTRACTOR.” List reason for change order (E.G Term #) _____. There are no changes to the Contract terms, conditions, or pricing, unless otherwise indicated by amendments.

This Contract (Contract) is made and entered into this Enter Date (i.e. 1st day) day of Month, 2017 (Effective Date) by and between the COUNTY of Sacramento, a political subdivision of the State of California, hereinafter referred to as “COUNTY”, and <<CONTRACTOR Name>> hereinafter referred to as “CONTRACTOR.”

Revision 09/29/25 Page 2

1. SCOPE OF SERVICES

<<Enter a description of the services to be obtained here.>> (Goods and/or Services).

CONTRACTOR shall perform Services in the type and manner described in the quotation given to the COUNTY.

2. CONTRACT TERM

This Contract shall be effective and commence as of the “Valid from” date (the Effective Date) through the “Valid to” date written above. For reasons of economy and efficiency, the COUNTY reserves the right to extend the term of this Contract for four (4) one-year terms, following the initial 12-month term upon mutual agreement between COUNTY and CONTRACTOR. Per section 2.56.220 of the Sacramento County Code, this Contract may not exceed a period of five

(5) years and six (6) months, unless authorized by the Board of Supervisors.

3. PRICING

<<List contract pricing here>>

3.1 PRICE CHANGES

<<Insert pricing structure from Solicitation or Negotiated>>

EXAMPLES FOR CSO, BUT NOT LIMITED TO (USE WHAT IS APPROPRIATE)

3.1.1 Supply price increases to the Company

3.1.2 Governmental or Regulatory Agency increases to the trade

3.1.3 Consumer Price Index (CPI) increases to the industry;

3.1.4 Producers Price Index (PPI)

Any request for a price adjustment must be substantiated with documentation from a manufacturer or government agency and must be submitted in writing at least 30 days prior to the anniversary date of the Contract. No retroactive price changes will be considered. If CONTRACTOR has initiated price escalation prior to approval, the COUNTY is due all overpayments remitted to CONTRACTOR. COUNTY retains right to determine whether price change requests are acceptable.

3.2 TRAVEL COSTS

Any travel costs incurred by CONTRACTOR in the performance of work under this Agreement is included within the contract price and must be approved in advance and in writing by the Director or designee. CONTRACTOR shall not submit travel expenses for reimbursement by COUNTY that exceed the amounts stated in Attachment X, which is attached hereto and incorporated herein.<< Known costs should be included in their proposal, attached and incorporated into the contract. If costs are unknown at this time omit the second sentence.>> COUNTY’s reimbursements for travel costs shall comply with the COUNTY Travel Policy and

Revision 09/29/25 Page 3 shall not exceed the standard rates established in Internal Revenue Service Publication 463 and U.S. General Services Administration per diem rates. COUNTY is under no obligation to reimburse extraordinary or personal expenses, as defined in Publication 463, submitted by CONTRACTOR under this Agreement. Extraordinary expenses include, but are not limited to:

first-class air travel, hotel costs that exceed general rates for the area, travel expenses that exceed a reasonable amount of time needed to perform the work, pet boarding or childcare related expenses incurred during travel, and travel insurance.

4. CONTRACT USE

This <<COUNTY-Wide or Restricted Contract>> is available for use by <<Specify which departments can use the contract.>>

4.1 MULTIPLE AWARD <<If Applicable>>

<<If applicable, list whether vendor is a primary or secondary CONTRACTOR, or multiples. If not applicable do not include this clause.>>

4.1.1 PRIMARY AND SECONDARY

The Primary CONTRACTOR and Contract for this commodity is <<CONTRACTOR & Contract No.>>. If the Primary is not able to fulfill the requested Services, COUNTY will offer the Secondary vendor, <<Secondary CONTRACTOR & Contract No.>>, the opportunity to provide the requested Services.

4.1.2 MULTIPLE AWARDS

End-user departments are required to solicit quotes from the awarded contracts to secure the best pricing. Once quotes are obtained, a Contract Shipping Order (CSO) may be issued to the awarded CONTRACTOR offering the best pricing.

<<Modify as needed to capture your contract needs>> Include threshold where quotes are required (e.g. >$2,500).

5. PERFORMANCE STANDARDS

CONTRACTOR shall perform the services under this Contract in accordance with the applicable industry and/or professional standards in accordance to the terms listed on the front page of the Contract, after execution of this Contract by all parties. Services shall be performed within 30 days of service request or agreed to otherwise between the CONTRACTOR and COUNTY requestor. <<Modify as needed to capture your contract needs>>

5.1 INSPECTION AND ACCEPTANCE

The Services shall be received by COUNTY subject to COUNTY’s reasonable inspection, testing, approval, and acceptance of the Service. If the Services are rejected by the COUNTY as nonconforming, COUNTY may reject the Service at CONTRACTOR’s risk and expense, and the Service shall not be replaced or performed by CONTRACTOR without https://gcc02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.irs.gov%2Fpublications%2Fp463%23en_US_2024_publink100033740&data=05%7C02%7CLeeSarah%40saccounty.gov%7C99e411af1c8940bb1c9f08dd8ceff741%7C2b077431a3b04b1cbb77f66a1132daa2%7C0%7C0%7C638821684540062197%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=RMt4fYRhOOEkU%2B9kuJiEM%2BJy%2BV2U6uqAakD72x%2FKOBY%3D&reserved=0

Revision 09/29/25 Page 4 written authorization from COUNTY. The COUNTY may reduce or limit payments under the Contract to reflect the reduced value of the nonconforming services.

5.2 COMPLIANCE WITH LAWS

CONTRACTOR shall observe and comply with all applicable Federal, State, and COUNTY laws, regulations and ordinances.

5.3 SURCHARGES

No fuel, or energy or charges of any other kind will be allowed during the Contract period or subsequent terms, unless specifically stated in the in the section titled “Pricing.”

5.4 RECALL NOTICE

CONTRACTOR must immediately notify each ordering Department/Division/Office upon receipt of official recall notice for any installed or repaired items.

6. INVOICES AND PAYMENTS

The CONTRACTOR shall invoice the COUNTY only for providing the tasks, deliverables, goods, services, and other work specified in the Section 1 – Scope of Services and elsewhere hereunder for which payment is claimed. The CONTRACTOR shall prepare invoices, which shall include the charges owed to the CONTRACTOR by the COUNTY under the terms of this Contract. The CONTRACTOR’s payments shall be as provided in Section 3 – Pricing, and the CONTRACTOR shall be paid only for the deliverables approved in writing by the COUNTY. If the COUNTY does not approve work in writing no payment shall be due to the CONTRACTOR for that work.

6.1 ACCEPTABLE INVOICES

Invoices submitted to the COUNTY must be acceptable in order to be paid. Invoices with any incorrect pricing and/or terms, that are too light to read, illegible, missing CSO number, or with cut-off information will be returned to the CONTRACTOR for resubmission. Counting of time for payment will begin upon COUNTY’s receipt of an acceptable invoice. MAIL INVOICE OR SEND VIA EMAIL TO REQUESTING DEPARTMENT (the End-User Department Contacts).

6.2 INVOICES

The CONTRACTOR’s invoices shall be priced in accordance with Section 3 – Pricing and the payment terms listed on page 1 of this Contract.

6.3 TIME OF PAYMENT

CONTRACTOR shall invoice the COUNTY in a timely manner, in accordance with the payment terms listed in Section 3 – Pricing for the Services as defined herein. The COUNTY shall pay CONTRACTOR for all accepted Services invoiced in accordance with the payment terms listed in Section 3 - Pricing of the contract, or unless otherwise agreed to.

Revision 09/29/25 Page 5

6.4 LATE FEES

Interest or late charges shall not exceed provisions set forth in Government Code section 926.10.

7. DAMAGE TO COUNTY FACILITIES, BUILDINGS OR GROUNDS

CONTRACTOR must repair, or pay for the repair of, any damage it causes to COUNTY real or personal property.

7.1 REPAIRS

The CONTRACTOR shall repair, or cause to be repaired, at its own cost, any and all damage to COUNTY facilities, buildings, or grounds caused by the CONTRACTOR or employees or agents of the CONTRACTOR. Such repairs shall be made immediately after the CONTRACTOR has become aware of such damage, but in no event later than thirty

(30) days after the occurrence.

7.2 TIMELINESS

If the CONTRACTOR fails to make timely repairs, COUNTY may make any necessary repairs. All costs incurred by COUNTY, as reasonably determined by COUNTY, for such repairs shall be repaid by the CONTRACTOR by cash payment upon demand.

8. GENERAL TERMS AND CONDITIONS

The County of Sacramento General Terms and Conditions are attached hereto. CONTRACTOR agrees to be bound by our General Terms and Conditions located at the end of this Contract. In the event of any conflict, inconsistency or ambiguity between this Contract and the General Terms and Conditions, this Contract shall govern.

8.1 Exceptions to Terms and Conditions (NOTE: Insert any negotiated exceptions to our Standard Terms and Conditions here) (if there are no changes to the Standard Terms and Conditions, omit 8.1 from the Contract)

9. MINIMUM USAGE

Quantities ordered shall be those quantities “as required” by the COUNTY end user (i.e. the COUNTY Department using the goods and/or Services). The COUNTY does not guarantee a minimum quantity to be purchased during the contract period, nor is the COUNTY limited to purchase all requirements from CONTRACTOR.

10. WARRANTIES

CONTRACTOR warrants that the services, including any component or replacement parts, furnished, manufactured or provided by CONTRACTOR will be free from defects in material and

Revision 09/29/25 Page 6 workmanship for a period of ninety (90) days or manufacturer’s warranty (whichever is greater) from date of performance. Any additional warranties provided by law, including, but not limited to, the warranty of merchantability and warranty of fitness for a particular purpose shall remain in full force and effect and inure to the benefit of COUNTY. COUNTY reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods.

Any proposal to disclaim these warranties, or amend the existing Contract Terms or Minimum Insurance requirements must be approved by COUNTY Risk Management, and COUNTY Counsel.

11. REMEDIES

In the event of a material breach of this Contract by CONTRACTOR, COUNTY may avail itself of any other right and remedies available at law or in equity. Nothing herein shall limit COUNTY’s rights to seek any available remedy including, but not limited to, damages and/or equitable relief, in a court of competent jurisdiction. <<CSO to include breach language to applicable clauses>>

11.1 Each of the parties to this Contract shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Contract and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Contract and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Contract.

12. GOVERNING LAW

The parties acknowledge that this Contract has been negotiated and entered into in the State of California, COUNTY of Sacramento. The parties agree that this Contract shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Venue for any action or proceeding relating to or arising out of this Contract shall be in the County of Sacramento.

13. SAFETY REQUIREMENTS

All services and merchandise must comply with current California State Department of Industrial Relations, Division of Industrial Safety Orders; Occupational Safety and Health Administration (OSHA); and California Department of Food and Agriculture (CDFA), if applicable.

14. INSURANCE

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Prior to commencement of any work under this Contract, CONTRACTOR shall provide and maintain in effect during the term of this Contract evidence of insurance coverage which is attached hereto and incorporated herein by reference. These insurance requirements can be found in the attached document titled “Appendix G – Minimum Insurance Requirements”.

14.1 EVIDENCE OF INSURANCE COMPLIANCE

CONTRACTOR or its insurance broker shall deliver the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage to COUNTY. COUNTY may designate an insurance certificate processor (“Processor”) to accept and process CONTRACTOR’s proof of insurance. CONTRACTOR shall deliver copies of the actual insurance policies, renewals, or replacements directly to COUNTY or Processor upon their request.

15. TERMINATION

15.1 COUNTY may terminate this Contract 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 (15.1).

15.2 COUNTY may terminate this Contract for cause after giving CONTRACTOR written notice of material breach of this Contract and thirty (30) days to cure in the 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 (15.1) above.

15.3 COUNTY may terminate or amend this Contract 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 Contract 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 Contract or any portion thereof; or 4) if funds that were previously appropriated for this Contract are reduced, eliminated, and/or re-allocated by COUNTY as a result of mid-year budget reductions.

15.4 If this Contract is terminated under paragraph 15.1 or 15.3 above, CONTRACTOR shall only be paid for any services completed and provided prior to notice of termination. In

Revision 09/29/25 Page 8 the event of termination under paragraph 15.1 or 15.3 above, CONTRACTOR shall be paid an amount which bears the same ratio to the total compensation authorized by the Contract as the services actually performed bear to the total services of CONTRACTOR covered by this Contract, less payments of compensation previously made. In no event, however, shall COUNTY pay CONTRACTOR an amount which exceeds a pro rata portion of the Contract total based on the portion of the Contract term that has elapsed on the effective date of the termination.

15.5 CONTRACTOR shall not incur any expenses under this Contract after notice of termination and shall cancel any outstanding expenses obligations to a third party that CONTRACTOR can legally cancel.

16. INDEMNIFICATION.

To the fullest extent permitted by law, for work or services provided under this Contract, 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, 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 COUNTY 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-CONTRACTORs or subcontractors at any tier, or any other party for which CONTRACTOR is legally liable under law.

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 COUNTY.

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 COUNTY 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, COUNTY shall reimburse CONTRACTOR. If requested by COUNTY, 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.

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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- CONTRACTORs or subcontractors at any tier.

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.

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

17. LICENSES, PERMITS AND CONTRACTUAL GOOD STANDING

17.1 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 Contract and constitutes grounds for the termination of this Contract by COUNTY.

17.2 CONTRACTOR further certifies to COUNTY that it and its principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal, State or COUNTY government contracts. CONTRACTOR certifies that it shall not contract with a Subcontractor that is so debarred or suspended.

18. STATUS OF CONTRACTOR

18.1 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 Contract.

18.2 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 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.

18.3 If, in the performance of this Contract, 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

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COUNTY shall have no right or authority over such persons or the terms of such employment.

18.4 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 a) any entitlement as a COUNTY employee; or b) except as otherwise provided by this Contract, the 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.

18.5 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 Contract. Further, CONTRACTOR is not included in any group covered by COUNTY's present agreement with the federal Social Security Administration.

19. SUBCONTRACTS, ASSIGNMENT

CONTRACTOR shall obtain prior written approval from COUNTY before subcontracting any of the services delivered under this Contract or assigning this Contract.