81754_-_SCTDF_TIF_RFQ_.pdf

Community Services Agency Department of Transportation

Request for Qualifications

Comprehensive Update to the

Sacramento County Transportation Development Fee/Transit Impact Fee

(SCTDF/TIF) Program

RFQ publish date: May 9, 2025

Closing date for questions: May 23, 2025

Proposals due date: June 6, 2025

Table of Contents 1 Introduction

1.1 Purpose of RFQ

1.2 Background

1.3 Scope of work

2 General Rules

2.1 RFQ 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 County’s right to withdraw, cancel, suspend and/or modify RFQ

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 – County of Sacramento Standard Consulting Agreement

Attachment 2 – Written Agreement to Indemnify for Release of Proprietary Information

1 Introduction

1.1 Purpose of RFQ

The purpose of the SCTDF/TIF is to fund improvements to the County’s major roadway, transit, bicycle and pedestrian facilities needed to accommodate travel demand generated by new development in the unincorporated portion of Sacramento County.

1.2 Background

The SCTDF originally went into effect in 1988. The Board has adopted a number of updates in the years since, to account for updated development forecasts, changes in transportation project needs, new modeling techniques, and changes in construction costs. The program was most recently updated in 2019.

Notable updates included a new credit/reimbursement policy, memorandum of understanding (MOU) with Sacramento Regional Transit (SacRT) to collect and remit Transit Impact Fees, inclusion of internal (within Specific/Master Plan) 4-lane roadways, and ordinance updates. The current (2019) SCTDF/TIF and other resources may be viewed at:

http://www.sacdot.com/Pages/DevelopmentFees.aspx

Generally, a comprehensive update is conducted every eight years or when there is a major change (e.g. General Plan Update). SacDOT is initiating this comprehensive update due to that timeline, to account for recently approved and pending specific/master plans, and in consideration of regulatory requirements.

1.3 Scope of work

The scope of work is included below.

SacDOT is requesting a Consultant or team to perform all services required to complete a comprehensive update to the SCTDF/TIF program. The Consultant team will be expected to work under the direction of SacDOT and in coordination with other County and outside agencies (e.g. County Engineering – Special Districts, Planning and Environmental Review (PER), SacRT) to perform the necessary tasks.

The anticipated scope of work identified in this RFQ request may be different from the final scope of work that could be further developed during the contract negotiations with the selected Consultant. For example, the Consultant may propose additional tasks or alternative approaches. However, to assist the http://www.sacdot.com/Pages/DevelopmentFees.aspx

Consultant with their preparation of the RFQ response (Section IV.D.), and SacDOT’s evaluation of those responses (Section VI), the following ten categories of assistance and experience are required of the successful consultant to update the SCTDF/TIF.

1. Technical Familiarity With Sacramento County Policies and Plans:

• Technical understanding of the current SCTDF/TIF program.

• Familiarity with the County General Plan policies and requirements for new growth and related infrastructure needs.

• Ability to evaluate overlap from Special Finance Districts (e.g. Antelope, Vineyard, North Vineyard, Mather, Florin Vineyard, Metro Air Park), including all other Finance Districts and Impact Fee Programs that have been implemented or planned since the last SCTDF update.

• Prepare appropriate nexus-based modeling using the latest version of the SACSIM model, including factors such as new development growth assumptions, development forecast period, trip generations, and criteria established in the Mitigation Fee Act per California Government Code Section 66000-66008.

• Evaluate the options for potentially changing fee district geographies.

• Evaluate the options for potentially changing the Annual Adjustment mechanism in Section 16.87.140.

• Review plans that have been approved since the last SCTDF/TIF update, including the Climate Action Plan (CAP) and Active Transportation Plan (ATP). Evaluate options for active transportation projects (e.g. regional trails, transit facilities) in the SCTDF/TIF.

• Maintain a legally defensible fee program, considering recent updates to the Mitigation Fee Act, additional legislation such as AB-602, and case law.

2. Coordination with County Staff

• Ongoing meetings with staff to discuss assumptions, methodology, scope of work and milestone updates, stakeholder outreach presentations, prioritization of transportation infrastructure improvements, draft fees, and other administrative functions required to complete the SCTDF/TIF Update.

• Coordinate and facilitate meetings necessary for the update, including meetings with a technical advisory group to review the initial project, and subsequent monthly meetings to review findings and scope of work progress regarding the roadway, transit, bicycle, pedestrian, and ITS improvement projects being evaluated. The technical advisory group may be made up of SacDOT, County Engineering, and SacRT staff.

• Attend and make presentations as needed for Public Hearings, Board of Supervisors, Planning Commissions, Community Planning Advisory Councils, and stakeholders such as the Building Industry Association (BIA) and business community.

• Prepare a draft SCTDF/TIF update with supporting documentation and completion schedule for the Board review and approval.

• Prepare a revised draft and a final report for consideration and approval by the Board.

3. Coordination with Development Community

• Meetings to identify concerns with current fee/development assumptions and methodology.

• Participation in periodic meetings with a project advisory group (once a month) to review the progress of the Update and receive input or suggested refinements. The project advisory group should be made up of County staff and stakeholders from the development community.

• Targeted meetings to discuss improvement needs within specific/master plan areas.

• Develop a development community outreach strategy and coordinate the effort for input on the proposed Update. Facilitate the outreach meetings.

4. Coordination with Adjacent Jurisdictions

• Meetings with adjacent jurisdictions to discuss improvements and cost allocation on shared roadways.

• Evaluate reciprocal funding agreements and expected fair share contributions toward projects in the SCTDF/TIF.

5. Coordination with Regional Transit

• Evaluate current methodology used to determine needed transit mitigations attributed to impacts caused by new development.

• Recommend options for transit infrastructure funding needed to accommodate impacts created by new development over the TIF update nexus time period.

• Coordinate with SacRT and SacDOT staff to provide necessary technical and presentation support as needed to establish the updated TIF analysis.

• Present the proposed TIF transit methodology to the SacRT Board of Directors for their approval, prior to presenting to the County Board of Supervisors.

6. Coordination with Community Interest Groups

• Meetings with community interest groups such as: WALKSacramento, Sacramento Area Bicycle Advocates, Environmental Council of Sacramento, etc.

7. Transportation Improvements

• Define horizon year and overall development levels for update.

• Prepare detailed development forecasts for forecasting transportation needs.

• Define the base regional transportation system for horizon year.

• Prepare detailed travel demand forecasts for horizon year.

• Define roadway improvements to meet future traffic demand.

• Evaluate the existing Intelligent Transportations System (ITS) component of the SCTDF/TIF, update the ITS project segments and costs as needed to maximize the efficiency of the roadway system.

• Define and evaluate future bikeway, pedestrian and accessibility improvements, costs, and nexus.

• Define and evaluate existing and future transit needs and improvements.

• Analyze and make recommendations on the delineation of fee district boundaries and potential facilities improvements.

• Consideration of how investments in future transportation improvements may accommodate new transportation technologies and driver behaviors.

• Analyze the current “land use type” fee categories and recommend changes if needed.

8. Cost Estimates

• Define up-to-date unit costs of current SCTDF/TIF projects to remain, and update cost estimates.

• Develop cost estimates for newly added SCTDF/TIF projects

• Account for funding from other sources, such as overlapping fee programs and fair share contributions from other jurisdictions

• Develop federal/state grant funding assumptions and strategy

• Evaluate effectiveness of the current SCTDF annual adjustment based on the three year rolling average of the Caltrans construction cost index.

• Evaluate adequacy of current County administrative costs in the SCTDF.

9. Cost Allocation to New Development and Nexus Analysis

• Evaluate potential changes to current cost allocation methods.

• Conduct basis of cost allocation by facility type.

• Prepare Nexus findings.

10. Documentation

• Prepare exhibits, maps, tables and textual content as required for draft reviews and reports for stakeholders, SacRT and County staff.

• Prepare Final Report for presentation to Board of Supervisors for approval, and incorporate modifications as may be required for Board approval.

2 General Rules

2.1 RFQ overview

This Request for Qualifications (“RFQ”) is an invitation for proposers to submit a proposal to the County. This RFQ 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.

2.2 Estimated timeline and extension of time

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

A Request for Qualifications issued May 9, 2025 B Deadline for Consultant questions or clarification requests May 23, 2025

C Responses posted for Consultant questions or clarification requests

May 30, 2025

D Statement of Qualifications due by 4:00 p.m. June 6, 2025 E Select and Announce Short List, Interviews Scheduled

(if applicable) June 20, 2025

F Presentations and Interviews of Short Listed Firms (if applicable)

June 30-July 9, G Final Selection July 18, 2025 (or sooner)

H Negotiate, Prepare final proposed Consultant Scope of Work and Agreement

August 15, 2025

I Board of Supervisors’ Approval of Consultant Agreement

September 23, J Execute Consultant Agreement September 26, K Proposed Implementation of Approved SCTDF/TIF Update

April 2027 (or sooner)

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

2.3 Proposal format and content

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

Response Content and Format: A submission shall be limited to a maximum of thirty (30) single sided (or 15 double sided) pages (8-1/2 x 11”), including cover letter and a table of contents. Resumes are not counted in the page limit. The response must include a cover letter that clearly indicates a commitment to promptly start the work when requested once the contract is awarded. Furthermore, the letter must identify the consultant’s title, mailing address, telephone number and an email address to which further correspondence may be addressed and be signed by an individual with the authority to bind the Consultant to provide the proposed SCTDF/TIF update services. The body of the response must include the following minimum information about the firm, and be organized according to the following sections:

1. Background Information

a. Company Information

• Name of Firm

• Name and Title of Primary Contact Person

• Address of Firm (Location of Primary Contact Person)

• Telephone Number of Primary Contact Person

• E-mail Address of Primary Contact Person

b. Brief History of Firm

• Legal Structure (corporation, partnership, joint venture, etc.)

• Size of Firm/Staff

• Years in Business

• Organizational Chart of Firm, and tenure of executive management

If Consultant is a team including other firms, partnerships, joint ventures or associations, a listing of all partners or team members that would participate in the update must be included.

2. Engineering Team Background

a. Project Engineering Team

• Principal in Charge

• Project Manager(s)

Provide Project organizational chart of the primary Project team members (Principal and Managers) including the following information:

• Name

• Office Location

• Years of Service with Firm

• Licensing

• Education

• Professional Experience

• Relevant Experience

• Anticipated Service(s) to be Provided

List any other sub-consultants not listed above that may have a role in this Project.

Note: County reserves the right to qualify, accept, or reject any proposed sub-consultant.

3. Transportation Development Fee Experience County seeks information concerning the experience of your firm, and your proposed team with developing, evaluating and updating transportation development fees. List relevant projects completed by your firm, including the three (3) most recent transportation development fee projects that best represent a scope and complexity similar to the SCTDF update described in this RFQ. For each project, include, where applicable:

a) Name and location of development fee project;

b) Approximate number of roadway miles included in the CIP program forecast;

c) Total cost of all projects funded by the development fee program;

d) Completion Date;

e) Brief description of Scope of Project and similarities to the SCTDF;

and.

f) Responsible role of team members.

4. General Project Approach

a) Consultant shall discuss the Anticipated Elements of the Project scope in this RFQ, including if applicable, proposed changes, any concerns or noted omissions, opportunities for additional services or tasks, and recommendations or insights from their experience performing similar work.

b) Consultant shall demonstrate a history of experience that will be needed for a successful project outcome (e.g. data gathering, modeling, nexus development, risk analysis, stakeholder engagement, and report preparation);

c) Consultant shall describe their capability to absorb additional workload if needed, availability of personnel, and commitment to provide services on a timely basis;

d) Consultant shall describe your firm’s project performance history, and current ability to develop and manage all phases of work needed for updating the SCTDF/TIF in a timely manner; and

e) SacDOT desires to complete the SCTDF/TIF update and implement the new SCTDF fees by April 2027. Consultant shall provide a preliminary milestone schedule in order to meet this date or sooner.

5. Unique Qualifications

a) This section is Consultant’s opportunity to provide any additional information (e.g. special expertise, experience, or qualifications) that may help to differentiate themselves from other Consultants in this RFQ process.

6. Client References

a) Provide three (3) references of past or current clients that SacDOT may contact with knowledge of Consultant’s ability to perform similar duties that will be required for the SCTDF/TIF update. Each reference must include:

• Client Name

• Phone Number

• Email Address

• Project name and location

• Project description and relevance to the SCTDF/TIF update process.

• Consultant Role in Project

7. Fee Rate Schedule Provide a detailed fee rate schedule for professional engineering services. This schedule will be used as a basis for negotiation during contract discussions and should reflect your current standard billing rates for all relevant personnel classifications.

2.4 Proposal submission

Proposers must be received by the submission deadline in OpenGov Procurement via the solicitation link at https://procurement.opengov.com/portal/saccounty/projects/162187

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.

2.5 Questions and communication

Questions concerning this RFQ 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 RFQ will not be considered nor responded to. The County shall respond to questions properly submitted as described above via addenda.

2.6 Addenda

The County reserves the right to modify the RFQ at any time prior to the proposal due date. The County will modify the RFQ only by formal written addenda. Proposer’s proposal should be based on this RFQ 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 County’s right to withdraw, cancel, suspend and/or modify RFQ

The County reserves the right to withdraw, cancel, suspend, and/or modify https://secure.procurenow.com/login https://secure.procurenow.com/login this RFQ for any reason and at any time with no liability to any prospective proposer for any costs or expenses incurred in connection with the RFQ or otherwise.

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 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. A copy of that written agreement is attached as Attachment 2.

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.

2.11 Proposer’s costs

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

2.12 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.

2.13 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.

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 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.

3 Evaluation and Selection

3.1 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 RFQ; 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 RFQ, 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 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.

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 County 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 RFQ. Proposals that do not comply with the provisions in this RFQ may be considered nonresponsive and may be rejected.

3.3 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.

3.4 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: The evaluation of the RFQ by the selection panel will be based on the criteria listed below. The selection panel may also consider other criteria it deems relevant.

A. Completeness of RFQ Submission – An RFQ should respond to each of the items set forth in this RFQ and adhere to the formatting rules. (10 points)

B. Transportation Development Fee Experience – Qualification of personnel specifically assigned to the proposed project, including their overall and recent experience on projects of similar nature and complexity to the SCTDF/TIF update. (40 Points)

C. General Project Approach – Thorough understanding of the proposed

SCTDF/TIF update, including discussion of Anticipated Elements of the project, project management skills, technical skills, stakeholder engagement, and ability to successfully complete all aspects the SCTDF/TIF update in a timely and efficient manner. (40 Points)

D. Unique Qualifications – Consultant brings special expertise, experience, or other qualifications that will help drive a successful project. (10 Points) The County will consider the trade-off between proposed cost and the other evaluation criteria in determining which proposal is most advantageous to the County.

3.5 Interviews

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.

3.6 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.

4 Attachments

Attachment 1 – County of Sacramento Standard Consulting Agreement Attachment 2 – Written Agreement to Indemnify for Release of Propriety Information

ATTACHMENT “X” – SAMPLE AGREEMENT Contract No.

COUNTY OF SACRAMENTO

COMMUNITY SERVICES AGENCY

AGREEMENT FOR

TITLE

THIS AGREEMENT is made and entered into on _______________________, by and between the County of Sacramento, a political subdivision of the State of California, hereinafter referred to as “COUNTY” and <<TBD name of contracting party and nature of entity>> hereinafter referred to as “CONSULTANT.”

RECITALS

WHEREAS, COUNTY has determined that it is necessary to retain CONSULTANT to <<TBD>>; and

WHEREAS, CONSULTANT has proposed to provide the requested services for the compensation to be provided herein; and

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

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, COUNTY and 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 <<DATE TBD>>. COUNTY’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 COUNTY:

Attn: Project Manager Address

TO CONSULTANT:

Attn:

Firm Name Address

Attachment 1 – County of Sacramento Standard Consulting Agreement

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 COUNTY. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by COUNTY.

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

7. PREVAILING WAGES

This provision may be deleted if services are not a/e design or construction-related.

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 COUNTY and shall be delivered to COUNTY 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 COUNTY. COUNTY 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 OPTION 1

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 COUNTY. COUNTY 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 COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

B. It is further understood and agreed by the parties hereto that CONSULTANT 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 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 COUNTY shall have no right or authority over such persons or the terms of such employment.

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

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.

OPTION 2

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 COUNTY as an independent contractor, CONSULTANT hereby indemnifies and holds COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

B. It is further understood and agreed by the parties hereto that CONSULTANT 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 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 COUNTY shall have no right or authority over such persons or the terms of such employment.

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

(1) Any entitlement as a COUNTY employee.

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

(3) 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 COUNTY to employees of the COUNTY.

E. Notwithstanding CONSULTANT’S status as an independent contractor, COUNTY shall withhold from payments made to CONSULTANT 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 CONSULTANT’S status as an independent contractor as described in this Agreement. Further, CONSULTANT is not included in any group covered by COUNTY’S present agreement with the federal Social Security Administration.

FOR OUT OF STATE CONSULTANTS

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

A. 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.

B. CONSULTANT’s failure to cure such default within 90 days of notice by COUNTY 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 COUNTY: medical, dental, vision and retirement benefits, life and disability insurance, sick leave, bereavement leave, jury duty leave, parental leave, or any other similar benefits or compensation otherwise provided to permanent civil service employees pursuant to the County Charter, the County Code, the Civil Service Rule, the Sacramento County Employees’ Retirement System and/or any and all memoranda of understanding between COUNTY and its employee organizations. Should CONSULTANT or any employee or agent of CONSULTANT seek to obtain such benefits from COUNTY, CONSULTANT agrees to indemnify and hold harmless COUNTY from any and all claims that may be made against COUNTY for such benefits.

14. RETIREMENT BENEFITS/STATUS

CONSULTANT acknowledges and agrees that COUNTY has not made any representations regarding entitlement, eligibility for and/or right to receive ongoing Sacramento County Employee Retirement System (SCERS) retirement benefits during the term of this Agreement. By entering into this Agreement, 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 COUNTY 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

COUNTY, 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 COUNTY 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 COUNTY, or recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, gender identity, gender expression, 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 COUNTY 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, CONSULTANT 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 CONSULTANT, to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of CONSULTANT, its employees, CONSULTANT’s sub-consultants or subcontractors at any tier, or any other party for which CONSULTANT 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 CONSULTANT.

CONSULTANT shall defend Indemnified Parties with counsel reasonably acceptable to COUNTY.

C. Notwithstanding the foregoing, the parties expressly agree that CONSULTANT’s defense obligation under this indemnity obligation shall require CONSULTANT 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 CONSULTANT, CONSULTANT’s final cost of defense shall not exceed its proportionate percentage of fault. To the extent that CONSULTANT’s cost of defense exceeds its proportionate percentage of fault, COUNTY shall reimburse CONSULTANT. If requested by COUNTY, CONSULTANT 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 CONSULTANT or CONSULTANT’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 COUNTY shall not pay any sum to CONSULTANT under this Agreement unless and until COUNTY is satisfied that all insurance required by this Agreement is in force at the time services hereunder are rendered. Failure to maintain insurance as required in this agreement may be grounds for material breach of contract.

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 COUNTY, shall be free from viruses. Nothing in this provision shall be construed to limit any rights or remedies otherwise available to COUNTY 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 COUNTY in accordance with express provisions in this Agreement.

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

C. COUNTY operates on a July through June fiscal year. Invoices for services provided in any fiscal year must be submitted no later than July 31, one month after the end of the fiscal year. Invoices submitted after July 31 for the prior fiscal year shall not be honored by COUNTY unless CONSULTANT has obtained prior written COUNTY 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, COUNTY 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 COUNTY before subcontracting any of the services delivered under this Agreement.

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