RFP_-_Local_Hazard_Mitigation_Plan.pdf

Community Services Agency Department of Water Resources

Request for Proposal

Facilitate and Prepare Update for the Sacramento County Multi-Jurisdictional Local Hazard

Mitigation Plan

RFP publish date: March 13, 2025

Closing date for questions: April 10, 2025

Proposals due date: April 17, 2025

Table of Contents 1 Introduction

1.1 Purpose of RFP

1.2 Background

1.3 Scope of Work

2 General Rules

2.1 RFP overview

2.2 Estimated timeline and extension of time

2.3 Proposal format and content

2.4 Proposal submission

2.5 Questions and communication

2.6 Addenda

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

2.8 Proposer’s right to edit or cancel proposal

2.9 Proposals will not be returned

2.10 Public disclosure of proposal documents

2.11 Proposer’s costs

2.12 Proposer’s ideas

2.13 Collusion

2.14 Conflict of interest

3 Evaluation and Selection

3.1 Proposal evaluation and recommendation for selection

3.2 Evaluation of responsiveness

3.3 Evaluation of responsibility

3.4 Evaluation panel and evaluation criteria

3.5 Interviews

3.6 Execution of contract

4 Attachments

Attachment 1 – Scope of Work

Attachment 2 – Proposal format and content

Attachment 3 – County of Sacramento Standard Consulting Agreement

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

Attachment 5 - Application Approval and Standard Mitigation Grant Program (HMGP) Conditions, August 2018

1 Introduction

1.1 Purpose of RFP

The County of Sacramento (“County”) is soliciting proposals for a qualified consultant to coordinate, facilitate, and prepare an update to the Sacramento County Multi-Jurisdictional Local Hazard Mitigation Plan (LHMP), which was last updated in 2022 and is set to expire on March 30, 2027. The final product will be a LHMP approved by the Federal Emergency Management Agency (FEMA) and the California Office of Emergency Services (CalOES).

1.2 Background

The County of Sacramento along with 35 participating jurisdictions will update its LHMP with the final deliverable being a FEMA and CalOES approved plan per 44 CFR Part 201, CalOES Local Mitigation Planning Policy Guide, and CalOES Local Mitigation Planning Handbook. The County will be the lead agency for this LHMP update; there may be smaller contracts with participating jurisdictions for their portion of the local cost share.

The County of Sacramento and the City of Sacramento are well ranked in FEMA’s Community Rating System (CRS). Your submittal should demonstrate knowledge of migration planning to achieve the goals of CRS.

The planning effort will consider all natural hazards, as identified by CalOES. In compliance with SB 379 and SB 1000, the hazard identification, risk assessment, and mitigation strategy sections of the plan will consider the current and future effects of climate change. The LHMP will be adopted into the Safety Element of the County’s General Plan in compliance with

AB2140.

1.3 Scope of Work

The Scope of Work is included as Attachment 1.

2 General Rules

2.1 RFP overview

This Request for Proposals (“RFP”) is an invitation for Proposers to submit a proposal to the County. This RFP does not commit the County to award a contract to any respondent/proposer. Submission of a proposal shall neither obligate nor entitle a Proposer to enter into a contract with the County.

2.2 Estimated timeline and extension of time

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

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

2.3 Proposal format and content

When submitting a proposal, Proposers 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 proposal not being considered.

2.4 Proposal submission

Proposals must be received by the submission deadline in OpenGov Procurement via the solicitation link at https://procurement.opengov.com/portal/saccounty/projects/153272

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

2.5 Questions and communication

Questions concerning this RFP must be submitted to this solicitation’s Question & Answer page in OpenGov Procurement.

Questions received via phone or e-mail to direct points of contact for this RFP will not be considered nor responded to. The County shall respond to questions properly submitted as described above via the addenda.

2.6 Addenda

The County reserves the right to modify the RFP at any time prior to the proposal due date. The County will modify the RFP only by formal written addenda. The Proposer’s proposal should be based on this RFP document and any formal written addenda. Proposers should not rely on oral statements.

Addenda will be posted in OpenGov Procurement. It is the responsibility of https://secure.procurenow.com/login https://secure.procurenow.com/login https://procurement.opengov.com/portal/saccounty/projects/153272 each prospective Proposer to assure receipt of all addenda.

2.7 County’s right to withdraw, cancel, suspend and/or modify RFP The County reserves the right to withdraw, cancel, suspend, and/or modify this RFP for any reason and at any time with no liability to any prospective Proposer for any costs or expenses incurred in connection with the RFP or otherwise.

2.8 Proposer’s right to edit or cancel proposal

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

2.9 Proposals will not be returned

Upon submission, proposals will not be returned.

2.10 Public disclosure of proposal documents

The County will treat all information submitted in a proposal as available for public inspection once negotiations with the selected party have been completed. If copies of proposals are included with Board materials, the County will make proposals available for public inspection once staff has made a recommendation for award.

If a Proposer believes protected data is included in its proposal, the Proposer shall clearly identify the data and provide the legal basis in support of the asserted classification. The Proposer must present such information separately as part of its proposal OR type in bold red letters the term “CONFIDENTIAL” on that specific part or page of the Proposal which the Proposer believes to be confidential. Classification of data as trade secret data will be determined pursuant to applicable law, and, accordingly, merely labeling data as “trade secret” does not necessarily make the data protected as such under any applicable law.

In order for the County to assert the confidentiality of any such information in the event a Public Record Act request is received, the Proposer must request, execute and submit a County-prepared written agreement to defend and indemnify the County for any liability, costs and expenses incurred in asserting such confidentiality as part of the proposal. A copy of that written agreement is attached as Attachment 4.

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

The Proposer agrees, as a condition of submitting its proposal, that the County will not, as between the parties, be liable or accountable for any loss or damage, which may result from a breach of confidentiality related to the proposal. The Proposer agrees to indemnify and hold the County, its officials, agents, and employees harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the California Public Records Act, including legal fees and disbursements paid or incurred to enforce this provision.

2.11 Proposer’s costs

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

2.12 Proposer’s ideas

To the extent permitted by law, the County reserves the right to use any or all ideas, concepts, or other information provided in any proposals. Selection or rejection of the Proposal does not affect this right.

2.13 Collusion

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

2.14 Conflict of interest

The Proposer affirms that to the best of its knowledge, the submission of its Proposal, or any resulting contract, does not present an actual or perceived conflict of interest. The Proposer agrees that should any actual or perceived conflict of interest become known, it will immediately notify the County and will advise whether it will or will not avoid, mitigate, or neutralize the conflict of interest.

The County may make reasonable efforts to avoid, mitigate, or neutralize a conflict of interest by a Proposer. To avoid a conflict of interest by a Proposer, the County may utilize methods including disqualifying a Proposer from eligibility for a contract award or cancelling the contract if the conflict is discovered after a contract has been issued. The County may, at its sole and absolute discretion, waive any conflict of interest.

3 Evaluation and Selection

3.1 Proposal evaluation and recommendation for selection

The County reserves the following rights, to be exercised in the County’s sole and absolute discretion: 1) to determine whether any aspect of a proposal satisfactorily meets the criteria established in this RFP; 2) to seek clarification or additional information from any Proposer; 3) to negotiate, sequentially or simultaneously, pricing and/or terms with any Proposer or vendor; 4) to reject any or all proposals with or without cause; 5) to waive any irregularities or informalities in a proposal; 6) to cancel or amend by addenda this RFP, in part or entirely; 7) to award multiple contracts to Proposers; and/or 8) award a contract to a vendor that did not submit a proposal.

Evaluation of proposals by a selection committee, evaluation panel, County staff, a technical advisory committee, or by another group, individual or entity is advisory only. The County of Sacramento Board of Supervisors or its designee may consider or reject such evaluation(s) for any or all proposals. Such evaluations are for the sole benefit of the County of Sacramento Board of Supervisors or its designee, and as such, they are not binding upon the County, nor may they be relied upon in any way by a Proposer.

3.2 Evaluation of responsiveness

The County will consider all the material submitted by the Proposer to determine whether the Proposer’s offer is in compliance with the terms and conditions set forth in this RFP. Proposals that do not comply with the provisions in this RFP may be considered nonresponsive and may be rejected.

3.3 Evaluation of responsibility

To determine whether a Proposer is responsible, the County will consider the Proposer’s general qualifications to perform the requested services in a satisfactory manner, financial responsibility, integrity, skill, past performance, and ability. Proposals from Proposers considered non-responsible will be rejected.

3.4 Evaluation panel and evaluation criteria

After reviewing each responsive proposal, the County may award a contract to a successful Proposer based on the evaluation criteria, or it may establish a short list of Proposers for further consideration. The short list of Proposers may be asked to provide additional information. The short list of Proposers may also be asked to attend an in-person or telephone interview/presentation, as determined by the County in its sole discretion.

Evaluation criteria shall include the following:

1. Quality of the proposed services, including:

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

• Quality of the proposed schedule/work plan/implementation

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

2. Experience and qualifications, including:

• Experience

• Expertise of staff

• Capability

• Past performance

• References

3. Quality of proposal compliance, including:

• Compliance with proposal format & content

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

The County will consider the trade-off between proposed cost and the other evaluation criteria in determining which proposal is most advantageous to the County.

3.5 Interviews

After review of each responsive proposal, the County may award a contract to a successful Proposer based on the evaluation criteria, or it may establish a short list of Proposers for further consideration. The short list of Proposers may be asked to provide additional information or an interview/demonstration as determined by the County in its sole discretion.

3.6 Execution of contract

The selected proposer shall execute an agreement with the County of Sacramento using the standard consulting agreement (Attachment 3). Any requested revisions, deletions, or additions, to the language in the attached sample agreement shall be clearly set forth in the proposal for the County’s consideration.

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

4 Attachments

Attachment 1 – Scope of work Attachment 2 – Proposal format and content Attachment 3 – County of Sacramento Standard Consulting Agreement Attachment 4 – Written Agreement to Indemnify for Release of Propriety Information Attachment 5 – Application Approval and Standard Mitigation Grant Program (HMGP) Conditions, August 2018

Attachment 1 – Scope of Work

Purpose

Sacramento County is soliciting proposals for a qualified consultant to coordinate, facilitate, and prepare an update to the Sacramento County Multi-Jurisdictional Local Hazard Mitigation Plan (LHMP), which was last updated in 2022 and is set to expire on March 30, 2027. The final product will be a LHMP approved by the Federal Emergency Management Agency (FEMA) and California Office of Emergency Services (CalOES). The current Plan is located at www.Stormready.org.

Sacramento County, along with 35 participating jurisdictions, will update the LHMP with the final deliverable being a FEMA and CalOES-approved plan per 44 CFR Part 201, CalOES Local Mitigation Planning Policy Guide, and CalOES Local Mitigation Planning Handbook. Sacramento County will be the lead agency for this LHMP update. The 35 participating jurisdictions include seven local cities and many reclamation districts, fire districts, school districts, water districts, sewer districts, and park districts. There may be smaller and separate contracts with some of the cities for their portion of the local cost share.

Sacramento County and the City of Sacramento are well ranked in FEMA’s Community Rating System (CRS). Your submittal should demonstrate knowledge of migration planning to achieve the goals of CRS.

The planning effort will consider all natural hazards, as identified by CalOES. In compliance with SB 379 and SB 1000, the hazard identification, risk assessment, and mitigation strategy sections of the plan will consider the current and future effects of climate change. The LHMP will be adopted into the Safety Element of the County’s General Plans in compliance with

AB2140.

Background - Local Hazard Mitigation Planning

Due to the history of disasters throughout California, encouraging communities to adopt Local Hazard Mitigation Plans (LHMPs) is a priority. The Federal Disaster Mitigation Act of 2000 (DMA 2000) requires that states review LHMPs as part of their state hazard mitigation planning process. The intent is threefold:

1. To gather hazard, vulnerability, and mitigation information from the local level for use in state‐level planning

2. To ensure that state and local hazard mitigation planning is coordinated http://www.stormready.org/ to the greatest extent practical

3. To ensure that local jurisdictions are made aware of the hazards and vulnerabilities within their jurisdiction and to develop strategies to reduce those vulnerabilities

This process ensures that mitigation actions are thoughtfully and collaboratively considered. Mitigation plans form the foundation for a community's long-term strategy to reduce disaster losses and break the cycle of disaster damage, reconstruction, and repeated damage.

DMA 2000 provided an opportunity for states, tribes, and local governments to take a new and revitalized approach to mitigation planning. To implement the DMA 2000 planning requirements, FEMA published an Interim Final Rule in the Federal Register on February 26, 2002. This rule (44 CFR Part 201, Section 201.6) established the mitigation planning requirements for states, tribes, and local communities. For LHMPs, it essentially states that local jurisdictions must also demonstrate that proposed mitigation actions are based on a sound planning process that accounts for the inherent risk and capabilities of the individual communities.

Tasks The consultant’s proposed scope of work will include, at a minimum, the major components listed below. These components are not inclusive of all the detailed tasks necessary to complete the project. The consultant’s proposed scope of work should identify and describe additional tasks (clearly indicated as optional or mandatory) that the consultant believes are necessary to ensure all project requirements are met.

Planning Process

1. Multi-Jurisdictional Local Hazard Mitigation Plan kickoff meetings, review 2022 activities, review hazards being considered, develop planning committees and outreach strategies to assure public participation.

2. Draft Annexes for participating jurisdictions to populate.

Hazard Identification and Profiling

3. Develop community profiles and hazard profiles.

4. Perform Hazus analysis and update GIS hazard maps.

Risk Assessment

5. Review and update risk and vulnerability assessments.

6. Update Repetitive Loss Area Analysis for both the City of Sacramento and the County of Sacramento.

7. Update Countywide Watershed Management Plan.

Mitigation Strategy

8. Develop mitigation strategies and objectives to reduce long-term vulnerabilities. Coordinate mitigation strategy meetings.

Plan Preparation

9. Review and update the section that describes the incorporation of existing plans, studies, and reports. Coordinate workshops/meetings for the public of each participating jurisdiction.

Plan Drafting

10. Compile information from previous tasks to draft the LHMP and publish it for public review.

Plan Engagement/ Meetings/ Public Hearings

11. Develop and execute a public engagement plan, attend meetings, and create outreach materials.

12. Facilitate community public outreach meetings and incorporate feedback into the LHMP.

Plan Adoption

13. Collect final comments and make final edits.

14. LHMP submittal to CalOES and FEMA.

15. Revise LHMP per CalOES and FEMA review and comments.

16. Prepare final documents, adoption presentation, and facilitate special district adoption (as needed).

Special Attention to this Update

High Hazard Dams

• Develop a strategy for dam hazard outreach (CRS Activity 600).

Critical Facilities

• The planning committee will review the definition of a critical facility and the list of those facilities.

• The plan will include hazards, risk and mitigation strategies for critical facilities.

• However, the plan update will not include updating the critical facility mapping for the participating community. This is an activity that should be ongoing by the jurisdiction’s Emergency Manager and GIS Department.

Schedule

Time is of the essence; the effective LHMP expires on March 30, 2027. The following is the tentative schedule for the LHMP update:

• The planning effort is expected to begin in July 2025

• The final draft is expected to be completed in July 2026

• Submit LHMP to CalOES: September 2026

• Submit LHMP to FEMA: December 2026

• FEMA/CalOES Grant Expiration: October 7, 2027

Budget Sacramento County has been awarded a FEMA Hazard Mitigation grant to execute this project; however, proposals will be evaluated on qualifications and proposed services. Compensation for all work performed in accordance with this agreement shall not exceed $500,000, of which $375,000 is from federal grant funds. See Attachment 5.

Attachment 2 – Proposal format and content Proposals must adhere to the following format:

1. Cover letter

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

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

c. A statement that the Proposer does not have an actual or perceived conflict of interest regarding this RFP or in submission of their Proposal;

or alternatively, a statement explaining any conflict of interest and how to avoid, mitigate or neutralize the conflict;

d. A statement that the Proposer’s proposal meets all of the obligations and covenants required by the grant funding included in Attachment 5.

2. Proposal

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

a. A brief profile of the Proposer, including the size, organizational structure and history.

b. A statement of qualifications.

c. A plan for delivering services consistent with the scope of work Attachment 1, including but not limited to the following:

i. description of the proposed services

ii. procedures for carrying out services

iii. schedule or frequency of services

iv. proposed dates for services/ deliverables/ milestones

v. description of prior experience performing such services

vi. capacity to perform the services, including availability of staff and resources

d. Name of project or account manager to be assigned to the County.

e. Resume of key staff. Information for key staff must include:

i. professional credentials;

ii. education or certifications;

iii. expertise and capability;

iv. applicable professional affiliations and accreditations, and

v. applicable professional experience.

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

g. 3 references for whom the Proposer has provided services similar to those described in this RFP. The County 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 the Agency’s purposes, and 2) the references are governmental organizations of similar size to the County. The County may request additional references from the Proposer.

h. Pricing/costs submitted using hourly rates.

ATTACHMENT 3 – SAMPLE AGREEMENT Contract No.

Attachment 3 – County of Sacramento Standard Consulting Agreement

COUNTY OF SACRAMENTO

ADMINISTRATIVE SERVICES AGENCY

AGREEMENT FOR

TITLE

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

RECITALS

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

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

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

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

1. SCOPE OF SERVICES

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

2. TERM

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

3. NOTICE

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

TO COUNTY:

Attn: Project Manager Address

TO CONSULTANT:

Attn:

Firm Name

Address

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

4. COMPLIANCE WITH LAWS

A. CONSULTANT shall observe and comply with all applicable Federal, State, and County laws, regulations and ordinances.

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

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

5. GOVERNING LAWS AND JURISDICTION

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

6. LICENSES, PERMITS AND CONTRACTUAL GOOD STANDING

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

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

7. PREVAILING WAGES

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

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

8. PERFORMANCE STANDARDS

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

9. OWNERSHIP OF WORK PRODUCT

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

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

10. STATUS OF CONSULTANT OPTION 1

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

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

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

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

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

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

OPTION 2

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

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

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

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

(1) Any entitlement as a COUNTY employee.

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

(3) CONSULTANT shall not be covered by worker’s compensation; nor shall

CONSULTANT be entitled to compensated sick leave, vacation leave, retirement entitlement, participation in group health, dental, life and other insurance programs, or entitled to other fringe benefits payable by the COUNTY to employees of the COUNTY.

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

FOR OUT OF STATE CONSULTANTS

F. Notwithstanding subparagraphs (A) and (E), it is further understood and agreed that COUNTY shall withhold seven percent (7%) of all income paid to CONSULTANT under this agreement for payment and reporting to the California Franchise Tax Board because CONSULTANT does not qualify as (1) a corporation with its principal place of business in California, (2) a partnership with a permanent place of business in California, (3) a corporation qualified to do business in California by the Secretary of State, or (4) an individual with a permanent residence in the State of California.

11. CONSULTANT IDENTIFICATION

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

12. COMPLIANCE WITH CHILD, FAMILY AND SPOUSAL SUPPORT REPORTING

OBLIGATIONS

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.

CONSULTANT’s failure to cure such default within 90 days of notice by COUNTY shall be grounds for termination of this Agreement.

13. BENEFITS WAIVER

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

14. RETIREMENT BENEFITS/STATUS

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

15. CONFLICT OF INTEREST

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

16. LOBBYING AND UNION ORGANIZATION ACTIVITIES

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

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

17. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND

FACILITIES

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

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

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

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

18. INDEMNIFICATION

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

B. The right to defense and indemnity under this section arises upon occurrence of an event giving rise to a claim and tendered in writing to CONSULTANT.

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

C. Notwithstanding the foregoing, the parties expressly agree that CONSULTANT’s defense obligation under this indemnity obligation shall require CONSULTANT to defend the Indemnified Parties until any of the following occur: (1) the judgment has become final by a Court of Competent Jurisdiction, (2) other mutually agreeable dispute resolution or settlement process establishing the proportionate percentage of fault of the parties under law. In the event that fault is apportioned between COUNTY and CONSULTANT, CONSULTANT’s final cost of defense shall not exceed its proportionate percentage of fault. To the extent that CONSULTANT’s cost of defense exceeds its proportionate percentage of fault, COUNTY shall reimburse CONSULTANT. If requested by COUNTY, CONSULTANT agrees to participate, at its own expense, in the defense of a Claim to provide testimony or to produce documents or other relevant information.

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

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

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

19. INSURANCE

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

20. INFORMATION TECHNOLOGY ASSURANCES

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

21. COMPENSATION AND PAYMENT OF INVOICES LIMITATIONS

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

B. CONSULTANT shall submit an invoice in accordance with the procedures prescribed by COUNTY on a monthly basis for services performed during the previous month.

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

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

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

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

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

23. SUBCONTRACTS, ASSIGNMENT

A. CONSULTANT shall obtain prior written approval from COUNTY before subcontracting any of the services delivered under this Agreement. 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 COUNTY for the performance of any subconsultant whether approved by COUNTY or not.

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

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 COUNTY unless agreed in writing by DIRECTOR and counsel for COUNTY.

25. SUCCESSORS

This Agreement shall bind the successors of COUNTY 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 Director of the Department of Water Resources or his/her 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. 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 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 OR AMENDMENT

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 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. COUNTY may terminate this Agreement for cause immediately upon giving written notice…