Consumnes_Watershed_Technical_Support_Specifications.pdf

Sacramento County Water Agency

Request for Qualifications

Cosumnes Watershed Multibenefit Project Scoping Support Services

RFP publish date: May 13, 2024

Closing date for questions: June 3rd, 2024 at 4:00pm

SOQs due date: June 13th, 2024 at 2:00 pm

Table of Contents 1 Introduction

1.1 Purpose of RFQ

1.2 Background

1.3 Scope of services

2 General Rules

2.1 RFQ overview

2.2 Estimated timeline and extension of time

2.3 SOQ format and content (Attachment 2)

2.4 SOQ submission

2.5 Questions and communication

2.6 Addenda

2.7 SCWA’s right to withdraw, cancel, suspend and/or modify RFQ

2.8 Proposer’s right to edit or cancel SOQ

2.9 SOQ will not be returned

2.10 Public disclosure of SOQ 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 SOQ 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 – Project Discussion Paper on Current Phase

Attachment 2 – SOQ format and content

Attachment 3 – County of Sacramento Standard Consulting Agreement

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

1 Introduction

1.1 Purpose of RFQ

The Sacramento County Water Agency (“SCWA”), is soliciting statements of qualifications (“SOQ”) from engineering firms (Proposer) to provide professional services to support the identification and scoping of a multi-benefit project to reduce flood risk in the Cosumnes River Watershed.

1.2 Background

This section describes the background for SCWA’s efforts in the Cosumnes River Watershed.

Cosumnes River Watershed The Cosumnes River watershed encompasses nearly 1,300 square miles. The watershed begins at the western slopes of the Sierra Nevada mountains at an elevation of nearly 8,000 ft. The Cosumnes River drops to 130 ft in elevation as it passes Rancho Murieta on the eastern edge of Sacramento County. Only 4% of the watershed upstream from Rancho Murieta is controlled by dams or reservoirs.

The Cosumnes River is an 80-mile-long river with relatively natural, unregulated stream flows that vary from higher winter-spring flood flows to reduced or intermittent summer flows. The upper reaches of the Cosumnes River are in the Eldorado National Forest, while the lower reaches, on its way to the confluence with the Mokelumne River and the San Joaquin Delta, flow through one of the most biologically rich regions in California's Central Valley, consisting of riparian forests, wetlands, vernal pool-dotted grasslands, and blue oak woodlands as well as productive row-crop agriculture, pasture lands, and rural homes and businesses.

In early January 2023, the second highest flow in history was recorded on the Cosumnes River, with flows of more than 65,000 cubic feet per second – second to the 1997 record. This caused multiple levee breaches, which caused flooding to critical water infrastructure, Dillard Road and Highway 99, diminished habitat values, and led to loss of life and major agricultural damages.

Stakeholder Roles in Cosumnes River Watershed Management In addition to the residents living in the Cosumnes River Watershed, there are a variety of local, state, and federal agencies and non-governmental organizations with interest and responsibility in the watershed. Additionally, the County of Sacramento has multiple departments that serve the area.

SCWA collaborates with various stakeholders to ensure long-term sustainability and resiliency of the Cosumnes River Watershed and to implement projects.

Overall, SCWA serves as a key catalyst for advancing holistic watershed management approaches that balance the needs of flood risk reduction, environmental conservation, and sustainable water resource management within the Cosumnes River Watershed. Other key stakeholders/partners include:

County of Sacramento Departments In addition to SCWA and Department of Water Resources, several other County departments also have interest in Cosumnes River Watershed efforts.

The Office of Emergency Services is responsible for coordinating emergency efforts in both floods and droughts. Regional Parks work with other partners in the Cosumnes River Preserve to provide recreational and educational opportunities. The Department of Transportation is responsible for planning, improving, operating, and maintain a transportation system that serves the unincorporated Sacramento County. The Emergency Management Department regulates water supply wells, monitoring wells, exploratory soil borings, and other groundwater related areas. The South Sacramento Conservation Agency implements the South Sacramento Habitat Conservation Plan; an effort to streamline federal and state permitting for development projects while conserving habitat.

Local Agencies Several local agencies have jurisdiction within the Cosumnes River Watershed. Reclamation District 800 maintains over 34 miles of privately owned levees on the river within Sacramento County. Omochumne-Hartnell Water District has become a leader in groundwater recharge using winter water from the river. Groundwater Sustainability Agencies have developed and are implementing regional Groundwater Sustainability Plans. Rancho Murieta Community Service District straddles the Cosumnes River and supplies the Rancho Murieta community with water from the river.

State Agencies A variety of state agencies (ex: CA Dept. of Fish & Wildlife, CA Dept. of Water Resources, CA State Lands Commission) own land in the Cosumnes River Watershed, primarily around the Cosumnes River Preserve (over 50,000 acres of wildlife habitat and agricultural lands) at the southern terminus of the river. State agencies have provided grant funds and direct support to various efforts throughout the watershed. Starting in late 2023, the CA Dept.

of Water Resources has initiated a Cosumnes River Pilot Study effort that will be developing a toolset to inform multibenefit project development.

Federal Agencies The federal government has several direct touchpoints in the Cosumnes River

Watershed. The US Bureau of Land Management is one of the partner landowners in the Cosumnes River Preserve. The Folsom South Canal, owned by the US Bureau of Reclamation, cuts across the river and through the center of the watershed. The US Army Corps of Engineers has recently begun a multi-year process to inventory all levees in the area. The County of Sacramento has begun the process to request direct congressional funding allocations.

Tribal Entities There are over a dozen recognized California Native American Tribes that are traditionally and culturally affiliated to the geographic area of the Cosumnes River Watershed. The Wilton Rancheria, the only Federally Recognized Tribe in Sacramento County, currently has approximately 38 acres of tribal land along the river and is actively exploring funding opportunities to acquire additional land for environmental improvement, recreation, and cultural resources projects.

Non-Governmental Organizations In addition to local, state, and federal governmental agencies, a plethora of non-governmental organizations are active throughout the watershed.

Organizations like the Sacramento Valley Conservancy and The Nature Conservancy work to protect land through conservation easements. Groups the Sacramento County Farm Bureau Federation and the Cosumnes Coalition coordinate local stakeholder interests. Other groups like The Freshwater Trust and The Conservation Fund aim to identify implementation funding throughout the watershed.

Figure 1 : Cosumnes River Watershed Boundary Within Sacramento County

1.3 Scope of services

For this initial on-call services effort, the Consultant’s primary role would include assistance in project vetting and scoping while moving local efforts towards identifying funding for the implementation of a multi-benefit watershed project. Related tasks may include, but not be limited to, the following:

• Working with DWR staff and other consultants in joint fact-finding, modeling, and project development efforts, identifying a short list of flood risk reduction multi-benefit projects for DWR and other partners to explore implementation funding for.

• Coordinate with staff for preparation of SCWA Board of Directors and

Cosumnes River Working Group meetings and related workshops and updates while representing SCWA’s interests.

• Aid with the preparation of applications for state and federal grants.

• Support preparation of draft environmental compliance documents.

Optional Tasks

• Assist SCWA in developing strategy regarding unrepresented areas of the watershed.

• Assist SCWA with stakeholder identification and development of public outreach efforts to inform targeted areas of project development, and to assist in the education of benefitting properties.

• Create the necessary coordination/cooperation agreements with partnering agencies.

Attached (see Attachment 1) is a project discussion paper for the current phase of this effort and incorporates the range of uncertainty looking forward.

The selected consultant(s) may be asked to support staff both near term (vetting projects) and long term (project feasibility study development, funding exploration) tasks.

2 General Rules

2.1 RFQ overview

This Request for Qualifications (“RFQ”) is an invitation for firms to submit an SOQ to SCWA. This RFQ does not commit SCWA to award a contract to any Proposer. Submission of an SOQ shall neither obligate nor entitle a Proposer to enter into a contract with SCWA.

2.2 Estimated timeline and extension of time

Activity Date* Closing date for questions on RFQ June 3, 2024 SOQs Due June 13, 2024 Consultant Selection Made July 26, 2024 Project Concept Vetting July – September 2024 Project Scoping September 2024 – Jan. 2025 Project Development January – December 2025

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

2.3 SOQ format and content (Attachment 2)

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

2.4 SOQ submission

SOQs must be received by June 13th, 2024 at 2:00 pm in the SCWA’s eProcurement system OpenGov Procurement via the solicitation link at https://procurement.opengov.com/portal/saccounty/projects/90287

Failure to submit an SOQ on time may be grounds for rejection of the SOQ;

however, SCWA reserves the right, in its sole and absolute discretion, to accept SOQs after the due date.

2.5 Questions and communication

Questions concerning this RFQ should be submitted in OpenGov Procurement via the “Question and Answer” page by June 3, 2024 at 4:00pm.

2.6 Addenda

SCWA reserves the right to modify the RFQ at any time prior to the SOQ due date. SCWA will modify the RFQ only by formal written addenda. Proposer’s SOQ 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 https://secure.procurenow.com/login each prospective Proposer to assure receipt of all addenda.

2.7 SCWA’s right to withdraw, cancel, suspend and/or modify RFQ

SCWA reserves the right to withdraw, cancel, suspend, and/or modify 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 SOQ

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

2.9 SOQ will not be returned

Upon submission, SOQs will not be returned.

2.10 Public disclosure of SOQ documents

SCWA will treat all information submitted in an SOQ as available for public inspection once negotiations with the selected party have been completed.

If copies of SOQs are included with Board materials, SCWA will make SOQs available for public inspection once staff has made a recommendation for award.

If a Proposer believes protected data is included in its SOQ, 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 SOQ OR type in bold red letters the term “CONFIDENTIAL” on that specific part or page of the SOQ 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 SCWA 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 SCWA for any liability, costs and expenses incurred in asserting such confidentiality as part of the SOQ. A copy of that written agreement is attached as Attachment 4.

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

The Proposer agrees, as a condition of submitting its SOQ, that SCWA 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 SOQ. The Proposer agrees to indemnify and hold SCWA, 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

SCWA shall not be responsible for any costs incurred by Proposer in connection with this RFQ. Proposer shall bear all costs associated with SOQ 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, SCWA reserves the right to use any or all ideas, concepts, or other information provided in any SOQ. Selection or rejection of the SOQ does not affect this right.

2.13 Collusion

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

2.14 Conflict of interest

The Proposer affirms that to the best of its knowledge the submission of its SOQ, 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 SCWA and will advise whether it will or will not avoid, mitigate, or neutralize the conflict of interest.

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

3 Evaluation and Selection

3.1 SOQ evaluation and recommendation for selection

SCWA reserves the following rights, to be exercised in SCWA’s sole and absolute discretion: 1) to determine whether any aspect of a SOQ 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 SOQ with or without cause; 5) to waive any irregularities or informalities in an SOQ; 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 an SOQ.

Evaluation of SOQs by a selection committee, evaluation panel, SCWA staff, a technical advisory committee, or by another group, individual or entity is advisory only. The Sacramento County Water Agency Board of Directors or its designee may consider or reject such evaluation(s) for any or all SOQs.

Such evaluations are for the sole benefit of the Sacramento County Water Agency Board of Directors or its designee, and as such, they are not binding upon SCWA, nor may they be relied upon in any way by a Proposer.

3.2 Evaluation of responsiveness

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

3.4 Evaluation panel and evaluation criteria

After review of each responsive SOQ, SCWA 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, as determined by SCWA in its sole discretion.

Evaluation criteria shall include the following:

1. Quality of the proposed services, including:

• How well the proposed services meets the requirements as stated in the RFQ

• Quality of the proposed schedule/work plan/implementation

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

2. Experience and qualifications, including:

• Experience

• Expertise of staff

• Capability

• Past performance

• References

3. Quality of SOQ compliance, including:

• Compliance with SOQ format & content

• Acceptance of the SCWA’s terms and conditions (Attachment 3)

• Preparedness for interview

3.5 Interviews

After review of each responsive SOQ, SCWA 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 SCWA in its sole discretion.

3.6 Execution of contract

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

4 Attachments Attachment 1 – Project Discussion Paper on Current Phase Attachment 2 – SOQ format and content Attachment 3 – SCWA Standard Consulting Agreement Attachment 4 – Written Agreement to Indemnify for Release of Propriety Information

Attachment 1 – Project Discussion Paper on Current Phase

This discussion paper was written to support the current phase of level of effort in the SCWA’s role in advancing a multi-benefit project in the Cosumnes River Watershed.

Background Information:

The Cosumnes River watershed, stretching across nearly 1,300 square miles, is a vital natural resource in Northern California. Originating from the Sierra Nevada mountains, the river winds its way through diverse landscapes, from pristine forests to productive agricultural lands, before flowing into the Sacramento Delta. However, this picturesque region has a history marred by devastating flood events, underscoring the urgent need for comprehensive flood risk reduction measures.

In January 2023, the region experienced one of its most severe flood events on record, second only to the catastrophic floods of 1997. Levee breaches along the Cosumnes River inundated critical infrastructure, disrupted transportation routes, and inflicted significant agricultural losses. These events prompted local agencies, environmental organizations, and community leaders to come together in a unified effort to address future flood risks while enhancing the watershed's ecological resilience.

Accomplishments in 2023/Early 2024:

Throughout 2023, significant strides were made in understanding and mitigating flood risk within the Cosumnes River watershed. The California Department of Water Resources spearheaded efforts to develop sophisticated hydrologic models and ecological floodplain inundation tools (known as the EcoFIP tool). These tools enabled stakeholders to assess various flood risk reduction measures, including levee modifications, upstream detention, and the installation of weirs.

Furthermore, collaborative engagement among stakeholders spearheaded by Sacramento County District 5 Supervisor Pat Hume played a pivotal role in advancing coordination and project development. Regular meetings facilitated knowledge sharing and coordination among more than a dozen local agencies, non-governmental organizations, and landowners. Presentations to advisory groups throughout the County helped garner support and feedback from diverse perspectives.

Challenges Faced:

Despite the progress made, several challenges remain formidable obstacles to project advancement. Chief among these challenges are securing funding and navigating the complex environmental permitting process. Overcoming these hurdles will require sustained effort and innovative solutions to ensure the project's success.

Goals for 2024:

In 2024, the project aims to build upon the foundation laid in the previous year and achieve tangible outcomes in flood risk reduction and watershed management. Specific objectives for the year include:

Identifying and evaluating project alternatives to reduce flood risk while considering secondary criteria such as water reliability, groundwater recharge, and habitat enhancement.

Conducting technical analyses to develop feasible projects that address the identified flood risk areas within the Cosumnes River watershed.

Initiating data collection and analysis to support the preliminary design phase, including biological surveys, topographic surveys, and cultural coordination.

Pursuing federal and state funding opportunities to secure the necessary resources for project implementation.

Stakeholder Engagement:

Stakeholder engagement remains a cornerstone of the project's success. Bi-monthly coordination meetings, direct engagement with local stakeholders, and the establishment of an online resource hub have facilitated transparent communication and collaboration. Feedback from stakeholders underscores the importance of prioritizing flood risk reduction without compromising groundwater recharge or habitat preservation.

Future Outlook:

Looking beyond 2024, the project holds immense potential to transform the Cosumnes River watershed into a model of resilience and sustainability. By empowering local agencies and communities to take ownership of the project, we envision a future where flood risk is minimized, ecosystems thrive, and water resources are managed. Through continued collaboration and innovation, we are confident in our ability to create lasting positive impacts for generations to come.

Attachment 2 – SOQ format and content SOQs shall not exceed 10 pages and should adhere to the following format:

1. Cover letter

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

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

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

SOQ;

c. A statement that the Proposer does not have an actual or perceived conflict of interest regarding this RFQ or in submission of their SOQ; or alternatively, a statement explaining any conflict of interest and how to avoid, mitigate or neutralize the conflict;

2. SOQ

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

a. A brief profile of the Proposer, including the size, organizational structure and history. Provide a narrative description of how Proposer and individual team members can support DWR with project development and provide the necessary technical assistance to support collaborative efforts led by DWR staff in the Cosumnes River Watershed.

b. Provide a project approach including, but not limited to, the consultant tasks described in the Potential Range of Services section of this RFQ (not-to-exceed 4 pages). Name of project or account manager to be assigned to the SCWA. The Contract will be Task Order-based with a not to exceed amount over a defined period.

c. Resume of key staff. Information for key staff should include:

i. professional credentials;

ii. education or certifications;

iii. expertise and capability;

iv. applicable professional affiliations and accreditations, and

v. applicable professional experience.

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

e. 3 references for whom the Proposer has provided services similar to those described in this RFQ. The SCWA reserves the right to check other references not provided by the Proposer. The following information is required for each reference:

i. customer name and address;

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

iii. period of contract performance; and

iv. description of work performed.

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

f. Pricing/costs submitted using hourly rate

ATTACHMENT 3 SAMPLE AGREEMENT Contract No.XXXX

SACRAMENTO COUNTY WATER AGENCY

AGREEMENT FOR

XXXXXXXXXXXXXXXX

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

RECITALS

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

1. SCOPE OF SERVICES

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

2. TERM

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

3. NOTICE

Any notice, demand, request, consent, or approval that either party hereto may or is required to give the other pursuant to this Agreement shall be in writing and shall be either personally delivered or sent by mail, addressed as follows:

TO AGENCY:

Attn: Project Manager Address

TO CONSULTANT:

Attn:

Firm Name Address

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

4. COMPLIANCE WITH LAWS

A. CONSULTANT shall observe and comply with all applicable Federal, State, and

County laws, regulations and ordinances.

B. Economic Sanctions: Pursuant to California State Executive Order N-6-22 (Order) imposing economic sanctions against Russia and declaring support of Ukraine, COUNTY shall terminate any contract with any individual or entity that is in violation of the Order or that is subject to economic sanctions therein, and shall not enter a contract with any such individual or entity while the Order is in effect.

C. [if over $5M] CONSULTANT shall provide a written report to COUNTY within 60 days of the effective date of the contract or 60 days upon request regarding compliance with economic sanctions and steps taken in response to Russia’s action in Ukraine, including but not limited to, desisting from making new investments in, or engaging in financial transactions with Russia or Russian entities, and directly providing support to Ukraine, while the Order is in effect. The COUNTY shall keep the report on file as evidence of compliance with the Order.

5. GOVERNING LAWS AND JURISDICTION

This Agreement shall be deemed to have been executed and to be performed within the State of California and shall be construed and governed by the internal laws of the State of California. Any legal proceedings arising out of or relating to this Agreement shall be brought in Sacramento County, California.

6. LICENSES, PERMITS AND CONTRACTUAL GOOD STANDING

A. CONSULTANT shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of California, County of Sacramento and all other appropriate governmental agencies, including any certification and credentials required by AGENCY. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by

AGENCY.

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

7. PREVAILING WAGES

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

8. PERFORMANCE STANDARDS

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

9. OWNERSHIP OF WORK PRODUCT

All technical data, evaluations, plans, specifications, reports, documents, or other work products developed by CONSULTANT provided hereunder shall be the exclusive property of AGENCY and shall be delivered to AGENCY upon completion of the services authorized hereunder. CONSULTANT may retain copies thereof for its files and internal use.

Publication of the information directly derived from work performed or data obtained in connection with services rendered under this Agreement must first be approved in writing by AGENCY. AGENCY recognizes that all technical data, evaluations, plans, specifications, reports, and other work products are instruments of CONSULTANT’S services and are not designed for use other than what is intended by this Agreement.

10. STATUS OF CONSULTANT

A. It is understood and agreed that CONSULTANT (including CONSULTANT’S employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto. CONSULTANT’S assigned personnel shall not be entitled to any benefits payable to employees of AGENCY. AGENCY is not required to make any deductions or withholdings from the compensation payable to CONSULTANT under the provisions of this Agreement; and as an independent contractor, CONSULTANT hereby indemnifies and holds AGENCY harmless from any and all claims that may be made against AGENCY based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

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

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

CONSULTANT, such person shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONSULTANT, and the AGENCY shall have no right or authority over such persons or the terms of such employment.

D. It is further understood and agreed that as an independent contractor and not an employee of AGENCY, neither the CONSULTANT nor CONSULTANT’S assigned personnel shall have any entitlement as an AGENCY employee, right to act on behalf of AGENCY in any capacity whatsoever as agent, nor to bind AGENCY to any obligation whatsoever. CONSULTANT shall not be covered by worker’s compensation; nor shall CONSULTANT be entitled to compensated sick leave, vacation leave, retirement entitlement, participation in group health, dental, life and other insurance programs, or entitled to other fringe benefits payable by the AGENCY to employees of the AGENCY.

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

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

FOR OUT OF STATE CONSULTANTS ONLY

F. Notwithstanding subparagraphs (A) and (E), it is further understood and agreed that AGENCY shall withhold seven percent (7%) of all income paid to CONSULTANT under this agreement for payment and reporting to the California Franchise Tax Board because CONSULTANT does not qualify as (1) a corporation with its principal place of business in California, (2) a partnership with a permanent place of business in California, (3) a corporation qualified to do business in California by the

Secretary of State, or (4) an individual with a permanent residence in the State of California.

11. CONSULTANT IDENTIFICATION

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

12. COMPLIANCE WITH CHILD, FAMILY AND SPOUSAL SUPPORT REPORTING

OBLIGATIONS

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 AGENCY shall be grounds for termination of this Agreement.

13. BENEFITS WAIVER

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

14. RETIREMENT BENEFITS/STATUS

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

15. CONFLICT OF INTEREST

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

16. LOBBYING AND UNION ORGANIZATION ACTIVITIES

A. CONSULTANT shall comply with all certification and disclosure requirements prescribed by Section 319, Public Law 101-121 (31 U.S.C. § 1352) and any implementing regulations.

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

17. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND FACILITIES

A. CONSULTANT agrees and assures AGENCY that CONSULTANT and any subconsultants shall comply with all applicable federal, state, and local Anti-discrimination laws, regulations, and ordinances and to not unlawfully discriminate, harass, or allow harassment against any employee, applicant for employment, employee or agent of AGENCY, or recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, age (over 40), medical condition (including HIV and AIDS), or physical or mental disability. CONSULTANT shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of AGENCY employees and agents, and recipients of services are free from such discrimination and harassment.

B. CONSULTANT represents that it is in compliance with and agrees that it will continue to comply with the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Fair Employment and Housing Act (Government Code § 12900 et seq.), and regulations and guidelines issued pursuant thereto.

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

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

18. INDEMNIFICATION

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

Agreement, CONTRACTOR shall indemnify, defend, and hold harmless AGENCY, its governing Board, officers, directors, officials, employees, and authorized volunteers and agents (collectively “Indemnified Parties”), from and against any and all claims, demands, actions, losses, liabilities, damages, and all expenses and costs incidental thereto (collectively “Claims”), including cost of defense, settlement, arbitration, expert fees, and reasonable attorneys' fees, resulting from injuries to or death of any person, including employees of either party hereto, and damage to or destruction of property, or loss of use or reduction in value thereof, including the property of either party hereto, and recovery of monetary losses incurred by AGENCY directly attributable to the performance of CONTRACTOR, to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of CONTRACTOR, its employees, CONTRACTOR’s sub-consultants or subcontractors at any tier, or any other party for which CONTRACTOR is legally liable under law.

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

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

If requested by AGENCY, CONTRACTOR agrees to participate, at its own expense, in the defense of a Claim to provide testimony or to produce documents or other relevant information.

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

E. Nothing in this indemnity obligation shall be construed to create any duty to, any standard of care with reference to, or any liability or obligation, contractual or otherwise, to any third party.

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

19. INSURANCE

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

20. INFORMATION TECHNOLOGY ASSURANCES

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

21. COMPENSATION AND PAYMENT OF INVOICES LIMITATIONS

A. Compensation under this Agreement shall be limited to the Maximum Total Payment Amount set forth in Exhibit C, or Exhibit C as modified by AGENCY in accordance with express provisions in this Agreement.

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

AGENCY on a monthly basis for services performed during the previous month.

Invoices shall be submitted to AGENCY no later than the fifteenth (15th) day following the invoice period, and AGENCY shall pay CONSULTANT within thirty (30) days after receipt of an appropriate and correct invoice.

C. AGENCY operates on a July through June fiscal year. Invoices for services provided in any fiscal year must be submitted no later than July 31, one month after the end of the fiscal year. Invoices submitted after July 31 for the prior fiscal year shall not be honored by AGENCY unless CONSULTANT has obtained prior written AGENCY approval to the contrary.

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

applicable subcontract expenditures; applicable overhead and indirect expenditures.

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

22. LEGAL TRAINING INFORMATION keep/delete as appropriate

If under this Agreement CONSULTANT is to provide training of County personnel on legal issues, then CONSULTANT shall submit all training and program material for prior review and written approval by County Counsel. Only those materials approved by County Counsel shall be utilized to provide such training.

23. SUBCONTRACTS, ASSIGNMENT

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

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

24. AMENDMENT AND WAIVER

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

No interpretation of any provision of this Agreement shall be binding upon AGENCY unless agreed in writing by Director and counsel for AGENCY.

25. SUCCESSORS

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

26. TIME

Time is of the essence of this Agreement.

27. INTERPRETATION

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

28. DIRECTOR

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

29. DISPUTES

In the event of any dispute arising out of or relating to this Agreement, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between themselves.

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

30. TERMINATION

A. AGENCY may terminate this Agreement without cause upon 15/30/45 days written notice to the other party. Notice shall be deemed served on the date of mailing. If notice of termination for cause is given by AGENCY to CONSULTANT and it is later determined that CONSULTANT was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to this paragraph (A).

B. AGENCY may terminate this Agreement for cause immediately upon giving written notice to CONSULTANT should CONSULTANT materially fail to perform any of the covenants contained in this Agreement in the time and/or manner specified. In the event of such termination, AGENCY may proceed with the work in any manner deemed proper by AGENCY. If notice of termination for cause is given by AGENCY to CONSULTANT and it is later determined that CONSULTANT was not in default or the default was excusable, then the notice of termination shall be deemed to have been given without cause pursuant to paragraph (A) above.

C. AGENCY may terminate or amend this Agreement immediately upon giving written…