Adult_and_or_Youth_Early_Intervention.pdf

Adult and/or Youth Early Intervention

Request For Proposal (RFP #RFP-2025-0121)

Tuolumne County

Behavioral Health Department

Issued: Wednesday, April 1, 2026

REQUEST FOR PROPOSAL (RFP No. RFP-

2025-0121)

ADULT AND/OR YOUTH EARLY INTERVENTION

Deadline for Submission of Proposals: Wednesday, April 22, RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://procurement.opengov.com/portal/tuolumnecountyca

Table of Contents

1. Introduction

2. Scope of Services

3. Minimum Qualifications

4. Proposal Package Requirements

5. RFP Process

6. Evaluation of Proposals

7. Contract Information

Attachments:

A - Sample Agreement

1. Introduction

1.1. Summary

The County of Tuolumne, through its Health & Human Services Agency, Behavioral Health Department, hereinafter referred to as the “County,” is requesting proposals from qualified individuals and private and public organizations interested in providing Early Intervention programs for adults and/or youth that are designed to prevent mental illness and substance about disorders from becoming severe and disabling and to reduce disparities in behavioral health.

The County intends to award several contracts to multiple successful applicants to this RFP.

California law and federal law provide specific employment restrictions for retirees and/or current County employees that desire to contract with the County.

For CalPERS retirees: if the work you will perform as a contractor is the same or similar to work you performed as an active employee or is work that is performed by active employees, it is most likely subject to the PERS retired annuitant restrictions, meaning the contract relationship is disallowed and the County will not be able to enter into a contract with you.

For current County employees: California and federal law prohibit a current employee from contracting with its employer while being an active employee. If an employee is interested in becoming an independent contractor, the employee must consider separation from employment with the County; however, should the employee retire, he/she may be subject to the CalPERS retired annuitant laws. Should a current County employee respond to a RFP while in active employment status, the employee must separate from employment prior to award of the contract.

No County time is allowed to be used to prepare for or work on a response to a County RFP.

1.2. Background

In recent years, California has undertaken historic efforts to re-envision the state's publicly funded mental health and substance use disorder (SUD) services, with a special focus on county administered specialty mental health and substance use disorder services. In March 2024, voters approved Proposition 1 to reform the Mental Health Services Act (MHSA), and fund needed behavioral health facility infrastructure through a general obligation bond. The efforts to implement Proposition 1 are referred to as Behavioral Health Services Act (BHSA).

Under BHSA, each county must establish and administer an Early Intervention program that are designed to prevent mental illnesses and substance use disorders from becoming severe and disabling and to reduce disparities in behavioral health. Early Intervention funds may also be used to provide supports and services to parents and caregivers.

County Early Intervention programs must emphasize the reduction of the likelihood of the following adverse outcomes for BHSA eligible individuals:

• Suicide and self-harm

• Incarcerations

• School suspension, expulsion, referral to an alternative or community school, or failure to complete (inclusive of early childhood zero to five years of age, Transitional

Kindergarten (TK)-12, and higher education)

• Unemployment

• Prolonged suffering

• Homelessness

• Removal of children from their homes

• Overdose

• Mental illness in children and youth through social, emotional, developmental, and behavioral services and supports in early childhood

Culturally Responsive and Linguistically Appropriate Interventions

County Early Intervention programs must include culturally responsive and linguistically appropriate interventions. These interventions must be able to reach underserved cultural populations and address specific barriers related to racial, ethnic, cultural, language, gender, sexual orientation, gender identity, religion, age, economic, or other disparities in mental health and substance use disorder treatment services access, quality, and outcomes.

County Early Intervention programs must create critical linkages with community-based organizations, including, but not limited to, service and treatment providers, youth centers, licensed and exempt clinics, facilities and providers licensed or certified by the DHCS, licensed or certified residential substance use disorder facilities, and licensed narcotic treatment programs. Community-based organizations may also include organizations that provide evidence-based practices (EBPs) or community-defined evidence practices (CDEPs).

1.3. Contact Information

Jennifer Lynch

Supervising Staff Services Analyst

20075 Cedar Road N

Sonora, CA 95370

Email: jlynch@co.tuolumne.ca.us

Phone: (209) 533-5750

Department:

Behavioral Health Department

Department Head:

Tami Mariscal

Behavioral Health Director mailto:jlynch@co.tuolumne.ca.us tel:(209)533-5750

1.4. Timeline

Release of published RFP April 1, 2026

Deadline for receiving all questions April 15, 2026, 5:00pm

Deadline for RFP responses to be received by County

April 22, 2026, 5:00pm

Review Committee evaluates and ranks proposals

April 29, 2026

Commencement of negotiation period May 1, 2026

Notice of contract award (Tentative) May 1, 2026

Deadline for protests/appeals

(Tentative)

May 15, 2026

Contract executed (Tentative) July 1, 2026

2. Scope of Services

2.1. 2.1. PROPOSED SERVICES

The awarded applicant(s) will have the following responsibilities/duties:

The awarded applicant(s) to offer Early Intervention services to adults and/or youth.

The awarded applicant will offer Early Intervention for ages 0-17, 18-24, and/or 25 and older.

Early Intervention is the proactive approach of identifying and addressing behavioral health concerns in their early stages before they escalate into more severe, disabling or chronic conditions.

The following Key Community Mental Health Needs are to be addressed in this proposal:

Early Intervention must focus on strategies and activities that are directed to an eligible individual, including indicated prevention and case identification. Prevention interventions focus on individuals who are at risk of and/or experiencing early signs of a mental health or substance use disorder or who have experienced known risk factors for poor behavioral health outcomes, such as trauma, Adverse Childhood Experiences, or involvement with child welfare or corrections system. Indicated interventions are preventive and often provided before an individual receives or meets diagnostic criteria for a behavioral health diagnosis. County Early Intervention programs target BHSA priority populations and have the goal of identifying these individuals for access and linkage to services and treatment as needed.

County Early Intervention programs need to focus on one or more of the following priorities:

• Childhood trauma early intervention to deal with the early origins of mental health and substance use disorder treatment needs, including strategies focused on:

o Eligible children and youth experiencing homelessness.

o Justice-involved children and youth.

o Child welfare-involved children and youth with a history of trauma.

o Other populations at risk of developing a mental health disorder or condition or substance use disorders.

o Eligible children and youth in populations with identified disparities in behavioral health.

• Early psychosis and mood disorder detection and intervention and mood disorder programming that occurs across the lifespan.

• Outreach and engagement strategies that target early childhood zero to five, out-of-school youth, and secondary school youth. Partnerships with community-based organizations and college mental health and substance use disorder programs may be used to implement the strategies.

• Culturally responsive and linguistically appropriate interventions.

• Strategies targeting the mental health and substance use disorder needs of older adults.

• Strategies targeting the mental health needs of eligible children and youth who are zero to five years of age, including, but not limited to, infant and early childhood mental health consultation.

• Strategies to advance equity and reduce disparities.

• Strategies to address the needs of individuals at high risk of crisis.

• Programs that include community-defined evidence practices and evidence-based practices and mental health and substance use disorder treatment services similar to those provided under other programs that are effective in preventing mental illness and substance use disorders from becoming severe and components similar to programs that have been successful in reducing the duration of untreated severe mental illness and substance use disorders to assist people in quickly regaining productive lives.

There must be clear definitions, strategies, and activities defined in each proposal for one or more of the following:

A. Outreach

B. Access and linkage to care

C. Mental health and/or substance use disorder early treatment services and supports

County Data Collection and Reporting Requirements

Additionally, cooperation with County Data Collection and Reporting Requirements is mandatory for the awarded applicant(s), in addition to regular evaluation and program monitoring. Reporting requirements are subject to change but may include conducting regular meetings with the County and providing quarterly and year end reports that contain information including, but not limited to:

• Verification of participant attendance or client service utilization and outcomes

• Activity reports including accomplishments, challenges, outcomes, and statistics of the number of clients served and/or number of potential clients reached

• Demographics of all clients served

• Detailed, itemized invoices

• Evaluation and program monitoring

• Barriers and disparities within underserved cultural populations related to mental health and substance use disorder treatment services, access, quality and outcomes

3. Minimum Qualifications

Minimum Qualifications:

• Experience providing similar services

• Knowledge of early intervention Evidence Based Practices

Other Desired Qualifications:

• Experience working with identified age ranges.

4. Proposal Package Requirements

Proposals are to be straightforward, clear, concise and responsive to the information requested.

In order for proposals to be considered complete, proposers must provide all requested information.

Each proposer must submit their response online via Tuolumne County's e-Procurement platform, https://procurement.opengov.com/portal/tuolumnecountyca.

1. Proposal Elements* Scope of Services:

Submit a copy of your organization’s contract template. If the template does not address all the required elements below, please also submit a written narrative to address the missing elements only.

A. Provide a complete list of services, describing how these services will address the requirements listed in the Scope of Services of this RFP.

B. Describe how you will approach providing services listed in the Scope of Services in the

RFP.

C. Describe how your organization will integrate with the Behavioral Department, collaborating with staff in providing feedback for general assessment, planning, follow-up linkage.

D. Describe your agency’s ability to perform Adult and/or Youth Early Intervention childhood education services and supports.

E. Describe how the proposed services will ensure continued compliance with all applicable laws and regulations.

F. Describe how your agency will comply with the reporting requirements/outcomes.

Provide a timeline for implementation of the required services, including readiness to provide services upon the signing of a contract.

Past & Present Performance

Provide a list of current and former work experiences that demonstrate your agency’s ability to perform the services solicited for the target population described herein. This list will serve as a list of references.

A. The County may contact some or all of the references provided. The County also reserves the right to contact references other than those provided in the proposal and to use the information gained from them in the evaluation process.

Staffing and Organization

Provide a staffing plan for meeting the requirements described in the Scope of Services of this RFP. Describe how you will provide back-up to staffing positions during absences.

*Response required

*Response required

2. Proposal Budget* Proposals must include a fee or rate sheet that details:

• Administration cost

• Staff time

• Material costs

• Travel costs

• Any other anticipated costs

5. RFP Process

5.1. Submittal of Proposals

Sealed proposals must be received online, NO LATER THAN 5:00 pm on Wednesday, April 22, 2026.

Proposals are to be submitted electronically using Tuolumne County’s e-Procurement platform, https://procurement.opengov.com/portal/tuolumnecountyca. Proposals will be received only as instructed above, and must be received before 5:00 pm on Wednesday, April 22, 2026. Proposals shall not be submitted via hard copy, (hand delivered or mailed), facsimile, nor via email. It is the sole responsibility of the proposer to properly upload its proposal so that it is received by the time and date required. Any proposal received after said time and/or date or in any other format other than as instructed herein, cannot be considered and will not be accepted. The County’s e-

Procurement Platform records the time stamp for every proposal submitted properly in the system. Once a proposal is submitted in the e-procurement platform, the Proposer will receive an email confirmation, and the proposal status will also show as “submitted.”

5.2. Submitter's Questions

Questions regarding the RFP must be submitted exclusively in writing to the County by 5:00 pm on Wednesday, April 15, 2026 via the County’s e-Procurement platform, in the Q&A tab.

Except for questions that might render the award of this contract invalid, the County will not respond to any questions submitted after this time. The County will use an addendum to the RFP to post any questions received, along with written responses, on Tuolumne County's e-

Procurement platform, https://procurement.opengov.com/portal/tuolumnecountyca. It is the responsibility of the proposers to check the County website to review the questions and responses. Any oral responses to questions are not binding on the County.

5.3. Cost of Developing the Proposal

All costs incurred in the preparation of a proposal are the responsibility of each proposer and will not be reimbursed by the County.

5.4. Proposal Terms and Conditions

It is the responsibility of each proposer to be familiar with all of the specifications, terms and conditions of the RFP. By the submission of a proposal, the proposer certifies that if awarded a contract, proposer will make no claim against the County based upon ignorance of or misunderstanding of the specifications.

Each proposer shall submit its proposal with the understanding that the proposal will become a part of the official file on this matter and shall be subject to disclosure, if requested by a member of the public, following the completion of negotiations.

By submitting a proposal, each proposer certifies that all statements in this proposal are true.

This constitutes a warranty, the falsity of which shall include the right, at the County’s option, of declaring any contract made, as a result thereof, null and void. Proposals shall be completed, executed, and submitted in accordance with the instructions of this RFP. If a proposal is not submitted in the format specified in this RFP, it may be rejected, unless the County determines that the nonconformity is either a minor irregularity or that the defect or variation in the proposal is immaterial or inconsequential. The County may give the proposer an opportunity to cure any deficiency resulting from a minor irregularity or an immaterial or inconsequential defect, or

County may waive such deficiency, whichever is most advantageous to the County.

The County cannot accept proposals from any individual who is currently employed with the

County of Tuolumne (California Government Code §29708).

5.5. Successful Proposal as Part of Contract Services

Proposals received in response to this solicitation, at the County’s discretion, may be incorporated into the awarded contract and may serve as basic terms and conditions for the ultimate contract. Therefore, proposers are advised that, if successful, they will be held responsible for levels of services proposed at the funding levels quoted. The County reserves the right to negotiate modifications or revisions to any awarded contract.

5.6. Evaluation of Proposals

See #Evaluation of Proposals.

5.7. Other Requirements

In order to contract with the County of Tuolumne, a proposer must meet the following requirements:

• Make available to the County its federal Tax Identification Number (TIN) or Social

Security Number (SSN).

• Comply with all Federal, State and local rules, regulations and policies, including but not limited to:

o Standard contract language of the County; and, o Insurance coverage to include worker’s compensation, general liability, auto liability and professional liability, unless waived by the County.

• Meet the requirements for audit of its expenditures if required in the above documents.

5.8. Non-Discrimination

Non-Discrimination: The Contractor selected through this RFP shall provide services without discrimination based on race, creed, color, ethnic or linguistic identification, gender or sexual preference, disability or handicap or any other basis prohibited by law.

5.9. Protest/Appeal Process

The following procedure is provided in the event that a proposer wishes to protest the RFP process or appeal the recommendation to award a contract for Adult and/or Youth Early

Intervention once the Notices of Award/Non-Award have been issued.

https://secure.procurenow.com/portaluolumnecountyca/projects/20451?section=156154

Any protest must be submitted in writing to Behavioral Health Department, 20075 Cedar Road

N, Sonora, CA 95370, Attention: Jennifer Lynch

The protest must be submitted before 5:00 p.m. of the tenth (10th) business day following the date of the Notice of Award.

The protest must contain a complete statement of the basis for the protest. The protest must include the name, address, telephone number and e-mail address of the person representing the protesting party.

The procedure and time limits are mandatory and are the proposer’s sole and exclusive remedy in the event of a bid protest.

Proposer’s failure to comply with these procedures shall constitute a waiver of any right to further pursue the protest, including filing a Government Code claim or legal proceedings.

Upon receipt of written protest/appeal, the Behavioral Health Director will review and provide an opportunity to settle the protest/appeal by mutual agreement, will schedule a meeting to discuss or issue a written response to advise of an appeal/protest decision within five (5) business days of receipt of the appeal/protest.

5.10. Public Records Access

Proposers should be aware that submitted proposals are subject to the California Public Records

Act and may be disclosed to members of the public upon request. It is the responsibility of the proposers to clearly identify information in their proposals that they consider to be confidential under the California Public Records Act. To the extent that the County agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public.

All information regarding the proposals will be held as confidential until such time as the

Review Committee has completed its evaluation and, or if, contract negotiations are complete.

6. Evaluation of Proposals

The objective is to perform a thorough and fair evaluation of submitted proposals and facilitate the selection of a contractor/consultant that best satisfies the County’s requirements. The following describes the evaluation process and associated components.

A. Selection Process:

1. The County shall name, for the purpose of evaluating the proposals for this RFP, a

Review Committee composed of representatives from the County. The County may also elect to include as part of the Review Committee qualified representatives from other agencies or entities.

2. Proposal documentation requirements set forth in this RFP are designed to provide guidance to proposers concerning the type of information that will be used by the

Review Committee. Proposers shall be prepared to respond to requests by the Review

Committee for additional items deemed necessary to assist in the evaluation process.

B. Evaluation Criteria & Scoring:

1. The Review Committee shall be responsible for performing the evaluations of each proposal. Each member of the Committee shall rate the proposers separately. The scores of each of the Committee members shall then be averaged to provide a total score for each of the proposers. The proposals shall be evaluated on the following categories and the maximum weight possible for each category is listed below.

C. Award:

Award will be made to the qualified proposer whose proposal will be most advantageous to the

County, with price and all other factors considered. The County will negotiate with the highest ranked proposer to develop the scope of work and contract for mutual satisfaction.

If the County cannot successfully negotiate a contract with the highest ranked proposer, the

County will terminate negotiations and begin negotiations with the next highest ranked proposer.

Proposers will receive mailed Award/Non-Award notification(s), which will include the name of the proposer to be awarded this contract.

Proposers are advised County reserves the following prerogatives:

• To reject any or all proposals;

• To consider historic information and fact, whether gained from the proposer’s proposal or any other source, in the evaluation process; and

• The proposer is cautioned that it is the proposer’s sole responsibility to submit information related to the evaluation categories and the County is under no obligation to solicit such information if it is not included with the proposal. Failure of the individual or firm to submit such information may cause an adverse impact on the evaluation of the proposal.

No. Evaluation Criteria Scoring Method Weight (Points)

1. Scope of Services Points Based 30 (30% of Total)

2. Past & Present Performance/References Points Based 15 (15% of Total)

3. Staffing & Organization Points Based 25 (25% of Total)

4. Budget Points Based 30 (30% of Total)

7. Contract Information

7.1. Sample Agreement

A sample Agreement is attached to this RFP, which details all standard terms and conditions required by the County of Tuolumne.

7.2. Term/Termination

The term of the initial contract awarded under this RFP will be for: three (3) years. By mutual agreement, this contract may be extended for three (3) one (1) year periods, under the following circumstances:

• The County receives adequate funding to extend program operations;

• The Contractor has achieved demonstrable success by meeting all of the contract’s service requirements;

• The County continues to need the services purchased under this RFP;

• The Contractor is willing and able to modify the services provided to best meet the needs of the program as determined by the County.

The contract will be subject to termination by either party upon 60 calendar days' written notice of intent to terminate. The County may terminate the contract at any time, without written notice, upon a material breach of contract by the Contractor.

7.3. Funding Availability

It is mutually agreed that if the County budget of the current year and/or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this

Agreement shall be of no further force and effect. In this event, the County shall have no liability to pay any funds whatsoever to Contractor or to furnish any other considerations under this

Agreement and Contractor shall not be obligated to perform any provisions of this Agreement.

Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this

Agreement. County budget decisions are subject to the discretion of the Board of Supervisors.

If funding for any fiscal year is reduced or deleted by the County budget for purposes of this program, the County shall have the option to either cancel this Agreement with no liability occurring to the County, or offer an Agreement amendment to Contractor to reflect the reduced amount.

7.4. General Insurance

A. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. Coverage shall be at least as broad as:i. Commercial General Liability (CGL): Insurance Services

Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG

25 03 05 09 or 25 04 05 09) or the general aggregate limit shall be twice the required occurrence limit.ii. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, covering hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.iii. Workers' Compensation: as required by the State of

California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County.

B. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions:i. Additional Insured Status. The County, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11

85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG

20 38; and CG 20 37 if a later edition is used).ii. Primary Coverage. For any claims related to this contract, the Contractor's insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the County, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the County, its officers, officials, employees, or volunteers shall be excess of the

Contractor's insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.iii. Umbrella or Excess Policy. The

Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the

Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The

Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying

Commercial General Liability insurance. No insurance policies maintained by the additional Insured, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.iv. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the

County.v. Waiver of Subrogation. Contractor hereby grants to County a waiver of any right to subrogation which any insurer of said Contractor may acquire against the County by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the County has received a waiver of subrogation endorsement from the insurer.vi. Self-Insured Retentions. Self-insured retentions must be declared to and approved by the County. The County may require the

Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or County. The CGL and any policies, including Excess liability policies, may not be subject to a self-insured retention (SIR) or deductible that exceeds $25,000,unless approved in writing by County.

Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified

Additional Insured Parties. County may deduct from any amounts otherwise due

Contractor to fund the SIR/deductible. Policies shall NOT contain any self-insured retention (SIR) provision that limits the satisfaction of the SIR to the Named Insured. The policy must also provide that Defense costs, including the Allocated Loss Adjustment

Expenses, will satisfy the SIR or deductible. County reserves the right to obtain a copy of any policies and endorsements for verification.vii. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current

A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the

County.viii. Verification of Coverage. Contractor shall furnish the County with original

Certificates and amendatory endorsements, or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and

Endorsement Page of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations &

Endorsements pages are to be received and approved by the County before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. County reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.ix. Special Risks or

Circumstances. County reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.x. Failure to Comply: Upon failure to comply with any of these insurance requirements, this Agreement may be forthwith declared suspended or terminated. Failure to obtain and/or maintain any required insurance shall not relieve any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the indemnification obligations.

7.5. Hold Harmless/Indemnification

Contactor shall hold harmless, defend and indemnify County and its officers, officials, employees and volunteers from and against any and all liability, loss, damage, expense, costs

(including without limitation costs and fees of litigation) of every nature arising out of or in connection with Contractor's performance of work hereunder or its failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the County.

If such indemnification becomes necessary, the County Counsel for the County shall have the absolute right and discretion to approve or disapprove of any and all counsel employed to defend the County. This indemnification clause shall survive the termination or expiration of this

Agreement.