Attacment_1_-_Sample_Agreement_FCA_and_Asset_Management.pdf

COUNTY OF SACRAMENTO

Community Services Agency

Department of Airports

AGREEMENT FOR

FACILITIES CONDITION ASSESSMENT AND ASSET MANAGEMENT SERVICES

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 ________________________, hereinafter referred to as “CONTRACTOR.”

RECITALS

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

and

WHEREAS, COUNTY has determined that it is necessary to retain CONTRACTOR to provide a Facilities Condition Assessment (FCA) and Asset Management services; and

WHEREAS, CONTRACTOR has proposed to provide the requested services for the compensation identified herein;

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

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

WHEREAS, the services described herein are not services provided by County employees and are therefore not subject to the requirement of County Charter 71-J;

and

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

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

1. SCOPE OF SERVICES

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

2. TERM

A. This Agreement shall be effective and commence as of the date first written above and shall end on ________, 2029 (Initial Term).

B. The Initial Term may be extended by COUNTY’S Director of Airports for two (2) additional one-year terms, for a possible total term of five (5) years, by providing CONTRACTOR with written notice of such election sixty (60) days prior to the expiration of the then existing Term. Any extensions to the term must be mutually agreed to by the parties and memorialized in a formal amendment.

C. COUNTY’s Director is authorized to amend this Agreement 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 [or e-mail], addressed as follows:

TO COUNTY:

Attn: Song Ko Department of Airports 6900 Airport Blvd Sacramento, CA 95837 kos@saccounty.gov

TO CONTRACTOR:

Attn: Firm Name Address [E-mail:]

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

4. COMPLIANCE WITH LAWS

A. CONTRACTOR 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 mailto:kos@saccounty.gov 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. [Add the following if over $5 million:] CONTRACTOR shall provide a written report to COUNTY within 60 days of the effective date of the contract or within 60 days of a 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. 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. CONTRACTOR shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of California, County of Sacramento, and all other appropriate governmental agencies, including any certification and credentials required by COUNTY. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by COUNTY.

B. CONTRACTOR further certifies to COUNTY that it and its principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal, state, or local government contracts.

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

7. PERFORMANCE STANDARDS

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

8. OWNERSHIP OF WORK PRODUCT

All technical data, evaluations, plans, specifications, reports, documents, or other work products developed by CONTRACTOR provided hereunder shall be the exclusive property of COUNTY and shall be delivered to COUNTY upon completion of the services authorized hereunder. CONTRACTOR may retain copies thereof for its files and internal use. Publication of the information directly derived from work performed or data obtained in connection with services rendered under this Agreement must first be approved in writing by COUNTY. COUNTY recognizes that all technical data, evaluations, plans, specifications, reports, and other work products are instruments of CONTRACTOR’s services and are not designed for use other than what is intended by this Agreement.

9. STATUS OF CONTRACTOR

OPTION 1

[Use when Contractor has 5 or more employees, is an “excluded service provider”, or when a tax waiver has been obtained from County Counsel.

See Chapter 15 of Contracts Manual for more details.]

A. It is understood and agreed that CONTRACTOR (including CONTRACTOR’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto.

CONTRACTOR’s assigned personnel shall not be entitled to any benefits payable to employees of COUNTY. COUNTY is not required to make any deductions or withholdings from the compensation payable to CONTRACTOR under the provisions of this Agreement; and as an independent contractor, CONTRACTOR hereby indemnifies and holds COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

B. It is further understood and agreed by the parties hereto that CONTRACTOR in the performance of its obligation hereunder is subject to the control or direction of COUNTY as to the designation of tasks to be performed, the results to be accomplished by the services hereunder agreed to be rendered and performed, and not the means, methods, or sequence used by CONTRACTOR for accomplishing the results.

C. If, in the performance of this Agreement, any third persons are employed by CONTRACTOR, such person shall be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by

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

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

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

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

OPTION 2

[Use for contractors not covered by Option 1]

A. It is understood and agreed that CONTRACTOR (including

CONTRACTOR’s employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto.

CONTRACTOR’s assigned personnel shall not be entitled to any benefits payable to employees of COUNTY as an independent contractor, CONTRACTOR hereby indemnifies and holds COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

B. It is further understood and agreed by the parties hereto that CONTRACTOR in the performance of its obligation hereunder is subject to the control or direction of COUNTY as to the designation of tasks to be performed, the results to be accomplished by the services hereunder agreed to be rendered and performed, and not the means, methods, or sequence used by CONTRACTOR for accomplishing the results.

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

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

(1) Any entitlement as a COUNTY employee.

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

(3) CONTRACTOR shall not be covered by worker’s compensation;

nor shall CONTRACTOR be entitled to compensated sick leave, vacation leave, retirement entitlement, participation in group health, dental, life and other insurance programs, or entitled to other fringe benefits payable by COUNTY to employees of

COUNTY.

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

OPTION 3

[Use ONLY if Option 1 language is used and out-of-state contractor is not registered to do business in California;

never use Option 3 in addition to Option 2:]

F. Notwithstanding subparagraphs (A) and (E), it is further understood and agreed that COUNTY shall withhold seven percent (7%) of all income paid to CONTRACTOR under this agreement for payment and reporting to the California Franchise Tax Board because CONTRACTOR 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.

10. REIMBURSEMENT OF EXPENSES

[include this provision if Option 2 in “Status of CONTRACTOR” section is used]

Expenses shall be itemized as a separate line item on the monthly invoice for payment. Original receipts are required to be submitted for reimbursement.

11. CONTRACTOR IDENTIFICATION

CONTRACTOR shall provide 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: CONTRACTOR’s name, address, telephone number, social security number or federal tax identification number, and whether dependent health insurance coverage is available to

CONTRACTOR.

12. COMPLIANCE WITH CHILD, FAMILY AND SPOUSAL SUPPORT

REPORTING OBLIGATIONS

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

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

14. RETIREMENT BENEFITS/STATUS

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

15. CONFLICT OF INTEREST

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

16. LOBBYING AND UNION ORGANIZATION ACTIVITIES

A. CONTRACTOR shall comply with all certification and disclosure requirements prescribed by Section 319, Public Law 101-121 (31 U.S.C.

§ 1352) and any implementing regulations.

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

17. GOOD NEIGHBOR POLICY

A. CONTRACTOR shall comply with COUNTY’s Good Neighbor Policy.

CONTRACTOR shall establish good neighbor practices for its facilities that include, but are not limited to, the following:

(1) Provision of parking adequate for the needs of its employees and service population;

(2) Provision of adequate waiting and visiting areas;

(3) Provision of adequate restroom facilities located inside the facility;

(4) Implementation of litter control services;

(5) Removal of graffiti within seventy-two hours;

(6) Provision for control of loitering and management of crowds;

(7) Maintenance of facility grounds, including landscaping, in a manner that is consistent with the neighborhood in which the facility is located;

(8) Participation in area crime prevention and nuisance abatement efforts; and

(9) Undertake such other good neighbor practices as determined appropriate by COUNTY, based on COUNTY’s individualized assessment of CONTRACTOR’s facility, services and actual impacts on the neighborhood in which such facility is located.

B. CONTRACTOR shall identify, either by sign or other method as approved by the Director, a named representative who shall be responsible for responding to any complaints relating to CONTRACTOR’s compliance with the required good neighbor practices specified in this Section.

CONTRACTOR shall post the name and telephone number of such contact person on the outside of the facility, unless otherwise advised by Director.

C. CONTRACTOR shall comply with all applicable public nuisance ordinances.

D. CONTRACTOR shall establish an ongoing relationship with the surrounding businesses, law enforcement and neighborhood groups and shall be an active member of the neighborhood in which CONTRACTOR’s site is located.

E. If COUNTY finds that CONTRACTOR has failed to comply with the Good Neighbor Policy, COUNTY shall notify CONTRACTOR in writing that corrective action must be taken by CONTRACTOR within a specified time frame. If CONTRACTOR fails to take such corrective action, COUNTY shall take such actions as are necessary to implement the necessary corrective action. COUNTY shall deduct any actual costs incurred by COUNTY when implementing such corrective action from any amounts payable to CONTRACTOR under this Agreement.

F. CONTRACTOR’s continued non-compliance with the Good Neighbor Policy shall be grounds for termination of this Agreement and may also result in ineligibility for additional or future contracts with COUNTY.

18. PUBLIC COMMUNICATIONS

A. CONTRACTOR agrees to acknowledge in all public communications and public outreach related to the program and/or project funded under this Agreement that the program and/or project is supported by Sacramento County. CONTRACTOR shall ensure that this acknowledgment is clear, prominent, and accurately reflects that funding is provided by Sacramento County.

B. CONTRACTOR shall include the following statement in all relevant materials, including but not limited to press releases, websites, brochures, and social media posts:

"This program [OR project] is made possible through funding provided by Sacramento County."

CONTRACTOR shall also display the official Sacramento County logo, as provided by the COUNTY, alongside this acknowledgment statement, where feasible and appropriate.

C. CONTRACTOR further agrees to promptly inform COUNTY of any public communications or public outreach activities related to the program and/or project. CONTRACTOR shall submit drafts of any press releases or promotional materials for review and approval by COUNTY prior to dissemination.

19. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND

FACILITIES

A. CONTRACTOR agrees and assures COUNTY that CONTRACTOR and any subcontractors shall comply with all applicable federal, state, and local anti-discrimination laws, regulations, and ordinances and to not unlawfully discriminate, harass, or allow harassment against any employee, applicant for employment, employee or agent of COUNTY, or recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, gender identity, gender expression, age (over 40), medical condition (including HIV and AIDS), or physical or mental disability. CONTRACTOR 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. CONTRACTOR represents that it is in compliance with and agrees that it will continue to comply with the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Fair Employment and Housing Act (Government Code § 12900 et seq.), and regulations and guidelines issued pursuant thereto.

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

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

20. INDEMNIFICATION

A. To the fullest extent permitted by law, for work or services provided under this Agreement, CONTRACTOR shall indemnify, defend, and hold harmless COUNTY, its Board of Supervisors, officers, directors, officials, employees, authorized volunteers, and agents (collectively “Indemnified Parties”) from and against any and all claims, demands, actions, losses, liabilities, damages, and costs incidental thereto (collectively “Claims”), including cost of defense, settlement, arbitration, expert fees, and reasonable attorneys' fees, arising out of or resulting from CONTRACTOR’s performance of this Agreement, regardless of whether caused in part by a party indemnified hereunder, except for loss caused by the sole negligence of an Indemnified Party.

B. 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, CONTRACTOR’s subcontractors, or any party used by CONTRACTOR in performance of this Agreement.

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

21. INSURANCE

Without limiting CONTRACTOR’s indemnification, CONTRACTOR shall maintain in force at all times during the term of this Agreement and any extensions or modifications thereto, insurance as specified in Exhibit B. It is the responsibility of CONTRACTOR to notify its insurance advisor or insurance carrier(s) regarding coverage, limits, forms and other insurance requirements specified in Exhibit B. It is understood and agreed that COUNTY shall not pay any sum to CONTRACTOR under this Agreement unless and until COUNTY is satisfied that all insurance required by this Agreement is in force at the time services hereunder are rendered. Failure to maintain insurance as required in this Agreement may be grounds for material breach of contract.

22. INFORMATION TECHNOLOGY ASSURANCES

CONTRACTOR shall take all reasonable precautions to ensure that any hardware, software, and/or embedded chip devices used by CONTRACTOR in the performance of services under this Agreement, other than those owned or provided by COUNTY, shall be free from viruses. Nothing in this provision shall be construed to limit any rights or remedies otherwise available to COUNTY under this Agreement.

23. WEB ACCESSIBILITY

CONTRACTOR shall ensure that all web sites and web applications provided by CONTRACTOR pursuant to this Agreement shall comply with the COUNTY’s Web Accessibility Policy.

24. FAA ASSURANCES

CONTRACTOR will, at all times during this Agreement, comply with the Airport Sponsor Assurances (“Assurances”) and any subsequent revisions, updates, or amendments thereto. The provisions of the Assurances may change during the term of this Agreement, and those changes will be incorporated into this Agreement without the necessity of a formal amendment. COUNTY is not responsible for notifying CONTRACTOR of any changes to the Assurances.

CONTRACTOR is required to contact the FAA for any updates or revisions. The Assurances document is available on the FAA’s website (see www.faa.gov/airports/aip/grant_assurances)

25. FAA CONTRACT PROVISIONS

CONTRACTOR shall, at all times, during the term of this Agreement, comply with the FAA Contract Provisions (“Contract Provisions”) and any subsequent amendments, applicable to the activities, rights and duties contemplated under this Agreement. A copy of the Contract Provisions is attached as Exhibit D and incorporated by reference. CONTRACTOR shall include compliance with the Contract Provisions in all other agreements it enters into with third parties, pertaining to, referencing or otherwise related to the activities regarding the subject matter of this Agreement.

26. 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.

B. CONTRACTOR shall submit an invoice in accordance with the procedures prescribed by COUNTY on a [monthly basis for services performed during the previous month OR upon completion of services] [pick appropriate invoicing frequency]. Invoices shall be submitted to COUNTY no later than the fifteenth (15th) day following the invoice period, and COUNTY shall pay CONTRACTOR 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 CONTRACTOR has obtained prior written COUNTY approval to the contrary.

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

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

E. In the event CONTRACTOR fails to comply with any provisions of this Agreement, COUNTY may withhold payment until such non-compliance has been corrected.

27. LEGAL TRAINING INFORMATION

If under this Agreement CONTRACTOR is to provide training of COUNTY personnel on legal issues, then CONTRACTOR shall submit all training and program material for prior review and written approval by County Counsel.

Only those materials approved by County Counsel shall be utilized to provide such training.

28. SUBCONTRACTS, ASSIGNMENT

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

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

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

C. The Director has authority to approve assignment of this Agreement under paragraphs (A) and (B), above.

29. AMENDMENT AND WAIVER

Except as provided herein, no alteration, amendment, variation, or waiver of the terms of this Agreement shall be valid unless made in writing and signed by both parties. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder. No interpretation of any provision of this Agreement shall be binding upon COUNTY unless agreed in writing by Director and County Counsel.

30. SUCCESSORS

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

31. TIME

Time is of the essence of this Agreement.

32. INTERPRETATION

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

33. DIRECTOR

As used in this Agreement, "Director" shall mean the Director of the Department of Airports, or his/her designee. Director shall administer this Agreement on behalf of COUNTY and is authorized to make administrative amendments to this Agreement on behalf of the COUNTY relating to scope of work or services; pricing; performance standards, milestones, schedules, and timelines; management practices; and similar matters so long as such amendments do not affect the Total Maximum Payment Amount set forth in Exhibit C (including adjustments authorized under this Agreement and Sacramento County Code § 2.61.440). Unless otherwise provided herein or required by applicable law, Director shall be vested with all the rights, powers, and duties of COUNTY herein. With respect to matters subject to the approval, satisfaction, or discretion of COUNTY, the Director’s decision in such matters shall be final.

34. DISPUTES

In the event of any dispute arising out of or relating to this Agreement, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between themselves. Pending resolution of any such dispute, CONTRACTOR shall continue without delay to carry out all its responsibilities under this Agreement unless the Agreement is otherwise terminated in accordance with the Termination provisions herein. COUNTY shall not be required to make payments for any services that are the subject of this dispute resolution process until such dispute has been mutually resolved by the parties. If the dispute cannot be resolved within fifteen (15) calendar days of initiating such negotiations or such other time period as may be mutually agreed to by the parties in writing, either party may pursue its available legal and equitable remedies, pursuant to the laws of the State of California. Nothing in this Agreement or provision shall constitute a waiver of any of the government claim filing requirements set forth in Title 1, Division 3.6, of the California Government Code or as otherwise set forth in local, state and federal law.

35. TERMINATION

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

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

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

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

3) if funds in COUNTY’s yearly proposed and/or final budget are not appropriated by COUNTY for this Agreement or any portion thereof or

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

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

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

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

36. REPORTS

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

B. CONTRACTOR agrees that, pursuant to Government Code Section 7522.56, CONTRACTOR shall make best efforts to determine if any of its employees or new hires providing direct services to COUNTY are members of SCERS. CONTRACTOR further agrees that it shall make a report bi-annually (due no later than January 31st and July 31st) to COUNTY with a list of its employees that are members of SCERS along with the total number of hours worked during the previous six (6) months. This report shall be forwarded to where Notice is sent pursuant to Section 3 of this Agreement.

37. AUDITS AND RECORDS

Upon COUNTY’s request, COUNTY or its designee shall have the right at reasonable times and intervals to audit, at CONTRACTOR’s premises, CONTRACTOR’s financial and program records as COUNTY deems necessary to determine CONTRACTOR’s compliance with legal and contractual requirements and the correctness of claims submitted by CONTRACTOR. CONTRACTOR shall maintain such records for a period of four (4) years following termination of the Agreement and shall make them available for copying upon COUNTY’s request at COUNTY’s expense. COUNTY shall have the right to withhold any payment under this Agreement until CONTRACTOR has provided access to CONTRACTOR’s financial and program records related to this Agreement.

38. PRIOR AGREEMENTS

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

39. SEVERABILITY

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

40. FORCE MAJEURE

Neither CONTRACTOR nor COUNTY shall be liable or responsible for delays or failures in performance resulting from events beyond the reasonable control of such party and without fault or negligence of such party. Such events shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, acts of government, fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or other disasters, whether or not similar to the foregoing, and acts or omissions or failure to cooperate of the other party or third parties (except as otherwise specifically provided herein).

41. SURVIVAL OF TERMS

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

42. AUTHORITY TO EXECUTE

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

43. DUPLICATE COUNTERPARTS

This Agreement may be executed in several counterparts, all of which together shall be deemed one and the same agreement. The Agreement shall be deemed executed when it has been signed by both parties.

Electronic and scanned signatures shall be deemed original signatures for all purposes, including proof of terms herein, and shall be binding on each party.

44. ADDITIONAL PROVISIONS

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

(SIGNATURE PAGE FOLLOWS)

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

COUNTY OF SACRAMENTO, a political subdivision of the State of California

[name of Contractor and type of business entity]

By:

Cynthia A. Nichol Director of Airports Department of Airports

“COUNTY”

Date:

By:

Name:

Title:

“CONTRACTOR”

Date:

[Add following if BOS-approved contract:]

Agreement approved by Board of Supervisors

Agenda Date:

Item Number:

Resolution Number: 2026-

Contract and Contractor Tax Status Reviewed and Approved by County Counsel

By: Date:

Katrina G. Nelson Supervising Deputy County Counsel

Exhibit A

EXHIBIT A to Agreement between the COUNTY OF SACRAMENTO hereinafter referred to as "COUNTY," and ___________________________ hereinafter referred to as "CONTRACTOR"

SCOPE OF SERVICES

1. SERVICE LOCATION(S)

Facility Name(s): Sacramento County Department of Airports Street Address: 6900 Airport Blvd City and Zip Code: Sacramento, CA 95837

2. DESCRIPTION OF SERVICES

CONTRACTOR shall provide the following services:

Primary Objectives of the FCA and Asset Management Services

The primary objectives of this Airport Facilities Condition Assessment (FCA) and related Asset Management Services are to:

a) Provide a comprehensive and standardized evaluation of SCDA-owned facilities, infrastructure, and asset groups across the airport system.

b) Identify physical deficiencies, performance gaps, and deferred maintenance items, including conditions that may materially affect safety, operations, compliance, or lifecycle performance.

c) Establish Estimated Useful Life (EUL) and Remaining Useful Life (RUL) for major building systems and in scope assets to support renewal and replacement planning.

d) Prioritize repair, replacement, modernization, and resiliency needs using condition and risk-based methods that support SCDA operational priorities and lifecycle decision-making.

e) Prepare capital planning outputs with detailed cost estimates, segmented into near-term (0 to 5 years), mid-term (5 to 10 years), and long-term (10 to 20 years) timelines.

f) Enable informed decision-making and long-range capital planning that aligns with SCDA maintenance strategies, operational priorities, and the Critical Equipment Replacement Program (CERP).

g) Deliver import-ready datasets, hierarchies, and supporting documentation for integration into ProDIGIQ AMS and CMMS modules, consistent with SCDA data standards and controlled vocabularies.

h) Provide analytics that support preventive maintenance program optimization, asset lifecycle planning, and budget development.

i) Conduct life cycle cost analysis (LCCA) for major systems and asset groups, as directed by SCDA, including evaluation of renewal versus replacement alternatives where applicable.

j) Evaluate asset management data standards and readiness in terms of data quality, governance, and long-term usability of FCA outputs. Provide recommendations to enhance SCDA’s capability to maintain accurate records over time.

Facilities in Scope and Reference Data

This RFP is intended to cover SCDA-owned facilities and associated assets across the airport system, including:

• SMF

• MHR

• SAC

• F72

Facilities may include, but are not limited to terminals, concourses, office and administrative buildings, maintenance buildings, ARFF facilities, tenant-occupied SCDA-owned buildings, hangars, support structures, utility and equipment rooms, and other SCDA-owned structures and site elements, as defined in the approved scope list.

SCDA will provide CONRACTOR a reference facility and building list and related information (the “SCDA Reference Dataset”)for planning, scoping, field execution, and data integration purposes. The SCDA Reference Dataset will be attached to the agreement that is anticipated to be awarded pursuant to this RFP, a sample of which is enclosed as Attachment 1. The final list of facilities to be included in the FCA shall be confirmed by SCDA in writing following contract execution at or after project kickoff. SCDA reserves the right to add, remove, or modify facilities in scope based on ownership, access, operational constraints, demolition status, or other program needs throughout the term of the agreement.

SCDA-Provided Reference Data and Data Validation

Owner-furnished information, including the SCDA Reference Dataset, may contain incomplete, outdated, or inaccurate information, including but not limited to estimated square footage, address formatting, building descriptions, year built, number of stories, airport assignment, and facility status fields. The CONRACTOR shall validate owner-furnished information through records review and field verification and shall not rely solely on owner-furnished information to develop inventory, condition, lifecycle, cost, prioritization, or capital planning outputs.

Discrepancies between owner-furnished information, record documentation, and field conditions shall be documented, reconciled, and reflected in the CONRACTOR’s deliverables consistent with this Statement of Work.

The CONRACTOR shall validate and correct facility and building master data as part of the services to be provided under this RFP and shall deliver a SCDA Facility and Building Master Dataset that reflects field-verified and record-validated information as described in this Statement of Work. At a minimum, the SCDA Facility and Building Master Dataset shall include: facility ID, facility name, airport assignment, physical address or descriptive location (as applicable), building or facility description and primary use, site description, estimated gross square footage with basis of measurement, number of stories, year built, known major renovation years (if available), and facility status.

The CONRACTOR shall maintain an auditable change log documenting all updates to SCDA-provided reference data, including original values, corrected values, date of change, and the basis for correction (field verification, record source, or SCDA confirmation). Where information cannot be validated despite reasonable efforts, the CONRACTOR shall flag the field as unverified, document the limitation, and identify recommended next steps to resolve the data gap.

Scope of Work

The following scope of work outlines the anticipated tasks and deliverables associated with this project. It is intended to provide a general framework for the services required; however, it is not intended to be all-inclusive. Proposers are encouraged to review the scope carefully and, where appropriate, suggest additional tasks, methods, or enhancements that would support successful completion of the project. Any such recommendations shall be clearly identified and justified in the proposal.

The breadth, depth, and complexity of the scope of work will vary by site and facility type and may include, as applicable, the overarching disciplines of General Civil, Survey, Structural, Landscape, Mechanical, Plumbing, Electrical, and Energy.

Task 1 | FCA Planning, Coordination, and Work Plan Development

a) Project management meetings: The CONRACTOR shall conduct an initial project kickoff meeting and facilitate recurring project coordination meetings (weekly or biweekly, as directed by SCDA). The CONRACTOR shall distribute agendas in advance and provide written meeting notes or minutes within three (3) business days after each meeting. Meeting documentation shall capture key discussions, decisions, action items, responsible parties, and due dates. The CONRACTOR shall maintain and update a project action item log and decision log throughout the project.

b) Planning coordination with SCDA: The CONRACTOR shall collaborate with SCDA staff to confirm the FCA scope, objectives, technical approach, deliverables, roles and responsibilities, schedule assumptions, and expectations for project execution, quality control, and reporting.

c) Kickoff meeting and special presentations: The CONRACTOR shall organize and conduct an initial kickoff meeting to bring together key stakeholders, including representatives of SCDA and airport tenants, as required. The kickoff meeting shall be held at a location selected by SCDA.

Prior to and/or as part of the kickoff process, the CONRACTOR shall meet with appropriate SCDA personnel to confirm and standardize the preferred project organization, airport site and facility nomenclature, and building and asset hierarchy conventions to be used consistently throughout the project.

d) Facility confirmation and access planning: The CONRACTOR shall confirm facility locations, facility types, sizes, intended uses, access requirements, and security constraints across SMF, MHR, SAC, and F72. The CONRACTOR shall incorporate these conditions into the FCA Work Plan and field execution schedule.

e) Badging and escorting: CONRACTOR’s personnel who require access to secured or restricted airport areas shall obtain required airport badges and complete all required security training prior to performing any work in secured or restricted areas. SCDA may authorize the CONRACTOR to proceed with project planning, coordination, and badging activities upon award or notice of intent to award; however, field work in secured areas shall not begin until all applicable badging, training, and escorting requirements are satisfied, unless otherwise approved in writing by SCDA.

After completing all required security training and satisfying SCDA escorting requirements, properly badged staff may provide escort services, when authorized, in accordance with all applicable SCDA regulations, policies, and procedures.

f) Review of existing information: The CONRACTOR shall review and leverage available existing information, including record drawings, as-builts, prior studies and assessments, O&M manuals, maintenance logs, work order histories, existing asset inventories, and other available reference documentation provided by SCDA.

g) Data collection parameters and condition rating framework: The

CONRACTOR shall define data collection parameters and condition rating criteria aligned with ASTM E2018 as a baseline framework, supplemented by SCDA-defined asset inventory, lifecycle, and integration requirements, and mapped to Uniformat II and SCDA’s configured ProDIGIQ AMS and CMMS asset schemas, data standards, and import requirements.

h) Standards and compliance alignment: The CONRACTOR shall confirm that assessment standards, rating criteria, and deficiency classifications are aligned with ASTM E2018 as a baseline framework, supplemented by SCDA-defined asset inventory, lifecycle, and integration requirements, and are also consistent with Uniformat II, SCDA’s ProDIGIQ configuration, applicable ADA requirements, and current federal, state, and local building and construction codes.

i) Naming conventions and asset identification standards: The

CONRACTOR shall establish standardized naming conventions, asset hierarchies, photo and GIS metadata requirements, and unique asset identification conventions suitable for import into ProDIGIQ and for consistent reporting across all airports.

j) Develop SCDA Asset Data Dictionary (SCDA-owned standard): The

CONRACTOR shall develop and submit an SCDA Asset Data Dictionary to govern FCA data capture and ProDIGIQ AMS and CMMS integration. At a minimum, the SCDA Asset Data Dictionary shall:

a. define required asset attributes, including field name, definition, data type and format, units of measure, required or optional designation, allowed values and controlled…