RFP_SB_90_with_attachments.pdf

REQUEST FOR PROPOSAL -- THIS IS NOT AN ORDER

COUNTY OF SACRAMENTO

DEPARTMENT OF FINANCE

RFP #DOF20240108

COMMODITY/SERVICE: REQUEST FOR PROPOSAL FOR SB 90 STATE REIMBURSEMENT CLAIM

SERVICES

CONTENTS

DEFINITIONS

INTRODUCTION

SCOPE OF SERVICES

REQUIREMENTS

LITIGATION STATUS

PROGRESS REPORTS

BILLING OF FEES

ADDITIONAL DATA

KEY EVENTS

PROPOSER’S INSTRUCTIONS

BASIS OF AWARD

FINAL ACCEPTANCE

Appendices

A-Sacramento County General Terms & Conditions

B-Additional Terms & Conditions

C-DCSS Contractor Certification of Compliance

D-Cost Spreadsheet

E-Not Applicable

F-Non Collusion Affidavit

G-Sacramento County Minimum Insurance Requirements

H-Customer References

I-Not Applicable

J-Not Applicable

K-Risk Assessment Questionnaire

L-HIPAA Business Associate Exhibit

M-Not Applicable

N-Not Applicable

O-Not Applicable

P-Not Applicable

Q- Statement of Certification

R-Licenses, Permits and/or Certifications

S- Current SB 90 Program Claims

DEFINITIONS

Response: The written, signed and sealed complete document submitted according to the proposal instructions.

Response does not include any verbal or documentary interaction apart from submittal of a formal Response.

Request/Proposal/Bid: The completed and released document, including all subsequent addenda, made publicly available to all prospective proposers.

We/Us/Our: Terms that refer to the County of Sacramento, a duly organized public entity. They may also be used as pronouns for various subsets of the County organization, including, as the context will indicate:

• Department of Finance – The department or division requesting the goods or services contained in this request, for which this PROPOSAL is prepared, and which will be the end user of the requested goods or services.

• Constituency – the client base or County population which may benefit from the procurement of goods and/or services requested herein.

You/Your: Terms that refer to businesses/individuals submitting a response. The term may apply differently as the context will indicate.

• Supplier - A business entity engaged in the business of providing services.

• Proposer - A business entity submitting a Response to this proposal. Suppliers which may express interest in this proposal, but who do not submit a Response, have no obligations with respect to the proposal requirements.

• Contractor - The Proposer(s) whose Response to this proposal is evaluated as meeting the needs of the

County. Contractor(s) will be selected for award and will enter into a contract(s) for provision of the services described in this proposal.

• Contractor’s Employee - All persons who can be offered to provide the services described in the proposal. All employees of the Contractor shall be covered by the insurance programs normally provided to persons employed by a company (ex: Worker’s Comp, SDI, etc.).

Mandatory: A required element of this request/proposal/bid. Failure to satisfy any element of this request/proposal/bid defined as “mandatory” will disqualify the particular response.

Default: A failure to act as required by any contract resulting from this request, which may trigger the right to sue or may excuse the other party's obligation to perform under the contract.

Cancellation/Termination: A unilateral or mutual decision to not complete an exchange or perform an obligation under any contract resulting from this request.

“Or Equal”: A statement used for reference to indicate the character or quality desired in a requested product or service. When specified in a proposal document, equal items will be considered, provided the response clearly describes the article. Offers of equal items must state the brand and number, or level of quality. When brand, number, or level of quality is not stated by proposer, the offer will be considered exactly as specified. The determination of the Purchasing Agent as to what items are equal is final and conclusive.

INTRODUCTION

You are invited to submit a proposal for providing professional consulting services to the County of Sacramento

(“County”) for preparing and submitting SB 90 Cost Claims to the California State Controller for cost reimbursements related to state mandates. In addition, the contractor will develop, prepare, and submit Federal

Office of Management and Budget Rules and Regulations 2-CFR-Part 200 (formerly OMB A-87) compliant indirect cost rate proposals (ICRP’s). Also, the contractor assists with the development and preparation of test claims to the commission on state mandates as requested by the county.

A. Inquiries

All inquiries concerning this request are to be sent via email to finance-director@saccounty.gov

Requests for interpretation must be received no later than January 19, 2024.

Responses to these requests will be communicated to all receivers of this RFP as an Addendum via

OpenGov.

B. Ambiguity – Conflict or Other Errors in RFP

If a bidder discovers any ambiguity, conflict, discrepancy, omission or other error in the RFP, the bidder shall immediately notify the County of such error in writing and request modification or clarification of the document. Modifications will be made by issuing a revision and will be given by written notice to all parties who have been furnished with the RFP, without divulging the source of the request for same.

If a bidder fails to notify the County prior to the date and time fixed for submission of proposals of an error, or an error that reasonably should have been known, the proposal shall be submitted at the bidder’s own risk, and if awarded the contract, the bidder shall not be entitled to additional compensation or time by reason of the error or its later correction. The County may also modify the RFP prior to the date and time fixed for submission of proposals, by issuance of a revision to all parties who have received the RFP.

C. Submission of Proposal

1. Deadline for Submission

Bidders must submit complete proposal packages so that they are received at the Department of

Finance, Auditor-Controller’s Office no later than 3:00 p.m. (PDT) on February 9, 2024.

Information regarding litigation status is also due by 3:00 p.m. (PDT) on February 9, 2024, and may be included in the proposal package or be submitted under separate cover.

2. Proposal Preparation Cost

Costs for developing proposals are entirely the responsibility of the bidders and shall not be chargeable to the County.

3. Proposal Obligation

The contents of the proposal and any clarification thereto submitted by the successful bidder shall become part of the contractual obligation and incorporated by reference into the ensuing contract.

4. Implied Requirements

Products and services not specifically mentioned in this RFP, but which are necessary to provide the functional capabilities described by the vendor, shall be included in the bid.

5. Errors and Omissions in Proposals mailto:finance-director@saccounty.net

Failure by the County to object to an error, omission, or deviation in a bidder’s proposal will in no way modify the RFP or excuse the bidder from full compliance with the specifications of the RFP or any contract awarded pursuant to the RFP.

6. Withdrawal of Proposal

The Bidder may withdraw a proposal by submitting a written request for its withdrawal to Chad Rinde, Director of Finance at Finance-Director@saccounty.gov, and signed by the bidder or an authorized agent at any time prior to the proposal submission deadline. The bidder may thereafter submit a new proposal prior to the deadline. Withdrawal of a proposal does not convey an extension of the deadline for submission of proposals.

7. Disposition of Proposal

All proposals become the property of the County and will not be returned to the bidder.

D. No Waiver

No waiver by the County of any provision of this RFP shall be implied from any failure by the County to recognize or take action on account of any failure by a bidder to observe any provision of this RFP.

SCOPE OF SERVICES

This scope of work is intended to be a general guide to the work the County expects to be performed, and is not intended to be a complete listing of all services that may be required. Appendix S is a listing of the programs and dollar amounts for the claims currently being filed.

A. Tasks

1. Develop, prepare and submit OMB 2-CFR-Part 200 (formerly OMB A-87) compliant indirect cost rate proposals and cost claims pursuant to the State Controller’s annual claiming instructions that require claims to be submitted to the State by February 15th for each claim year.

2. Prepare and submit other new or first-time cost claims pursuant to the State Controller’s claiming instructions which are issued in accordance with parameters and guidelines received from the

Commission on State Mandates for each claim year.

3. Assist the County in negotiations pertaining to claims submitted.

4. Assist the County with any claims filed by the Consultant that are audited by the State Controller’s office.

5. Prepare and file Incorrect Reduction Claims for any reductions in reimbursement and actual cost claims for each claim year.

6. Attend all pre-hearing conferences and sessions of the Commission on State Mandates concerning the County's Incorrect Reduction Claims.

7. Develop, prepare, and submit OMB 2-CFR-Part 200 (formerly OMB A-87) compliant indirect cost rate proposals.

8. Assist with the development and preparation of test claims to the commission on state mandates as requested by the county.

B. Timeframe

The contract period is for three years and shall encompass the time required for tasks required for the completion of timely filing of claims for fiscal year (FY) 2023-24 actuals, FY 2024-25 actuals, and FY

2025-26 actuals, but no later than February 15 of each year. The County would like to receive the claims

February 1 of each year to review and provide comments or questions prior to submission of the claims.

Although the term of the agreement is for three years, the County may retain the consultant for an additional two years if their work is satisfactory and there are no major revisions to the scope or their work.

C. Workload

Contractor must be available for meetings during regular business hours (Monday through Friday, 8:00 a.m.

to 5:00 p.m.) on an as-needed basis.

REQUIREMENTS

Submit the following information in the order specified below with tabbed sections and a table of contents.

Binders are recommended, but not required.

A. Title Page

The title page must show the proposal’s subject; the bidder’s name; the name, address, telephone number, fax number, and e-mail address of the contact person(s); and date of proposal.

B. Letter of Transmittal

The letter of transmittal must include the following:

1. Address, telephone number, fax number, and e-mail address of the bidder’s office in or nearest to

Sacramento, California.

2. Name of the bidder’s representative designated as the contact person.

3. Name of the bidder’s engagement partner or manager, if different from the representative designated above in (2) as the contact person.

4. A statement of the bidder’s understanding of the work to be performed.

5. A brief summary of experience in providing the services requested and a statement of the bidder’s ability to staff the engagement locally. Submission of this letter constitutes a representation by the bidder that the bidder is willing and able to perform the commitments contained in the proposal being submitted.

6. A statement of why the firm believes itself to be the best qualified to perform the engagement.

7. Signature of an individual who is authorized to bind the bidder contractually. If the bidder is a corporation, the legal name of the corporation shall be provided together with the signature of the officer(s) authorized to sign on behalf of the corporation. If the bidder is a partnership, the true name of the firm shall be provided with the signature of the partner or partners authorized to sign. If the bidder is an individual, that individual shall sign. If signature is by an agent, other than an officer of a corporation or a member of a partnership, a power of attorney or an equivalent document must be submitted to the County prior to the submission of the proposal or with the proposal.

C. Qualifications

Minimum Qualifications: Respondents must have provided SB 90 State Reimbursement Program services to counties in the State of California for at least the last three (3) years. Bidders not meeting these minimum qualifications will not be considered and their proposals will not be evaluated. The respondent must clearly state how it meets or exceeds these minimum qualifications.

Summary of Background and Qualifications: Bidder should provide a brief, but specific summary of the firm’s background and qualifications in each of the following areas.

1. Direct experience with California counties SB 90 Cost Claims preparation and filing process over the past three (3) years.

2. A detailed list of personnel to be assigned to this project, including their names, titles, years of experience in filing SB 90 claims for counties, and specific roles on this project.

3. A brief recent case study in the SB 90 reimbursement claiming field that demonstrates expertise and the ability to take the lead on claims for a single county, to seek effective solutions, and to ensure successful outcomes.

D. Recent Project Information and References

Proposals should include the items listed below, as specified.

1. A list of clients in the SB 90 Cost Claiming area with populations over 500,000 that have been served by individuals included as staff for this project.

2. A reference list with at least five (5) county SB 90 claiming references, including name, title, address and phone number for each reference.

E. Rates

Provide an annual cost estimate of charges for the project tasks described in Section II (A) of this RFP using attachment D-Cost Spreadsheet. In addition, provide an annual cost estimate with details of charges for the additional two (2) years, should the County choose to exercise the option to extend the contract term.

The County intends to select a bidder that it considers will provide the best overall services and demonstrates the best overall understanding of this project. Cost will not be the primary factor in the selection of the best proposal.

F. Additional Required Items

The proposal must also include the following items:

1. A summary of current insurance coverage showing compliance with the County’s insurance requirements for consultants as stated in Appendix G of this document.

2. A completed Contractor Certificate of Compliance Form, included as Appendix C of this document.

3. A completed Affidavit of Non-Collusion, included as Appendix F of this document.

4. A completed HIPAA Business Associate form, included as Appendix L of this document.

5. A statement acknowledging that if your firm is awarded a contract, you will retain the paperwork relevant to the project for a minimum period of five (5) years, and understand that the County or its representatives, and staff of the State Controller’s Office, are authorized to review any and all such paperwork.

6. If your firm intends to subcontract for segments of this engagement, your proposal should be specific as to details, including the name and principal office of any proposed subcontractors.

7. Any other information considered relevant to the proposal.

LITIGATION STATUS

A. You are requested to furnish any information on the nature and magnitude of any litigation whereby, during the past two years, a court has ruled against your firm in any matter relating to its professional activities. In addition, you are asked to describe the nature, magnitude, and status of any litigation current or pending against your firm in any manner related to your professional activities.

B. Recognizing the need to maintain confidentiality in this matter, you may provide this information in a separate letter directly to:

Finance-Director@saccounty.gov

If you prefer to do so, this information on litigation may be included as part of your formal proposal.

mailto:Finance-Director@saccounty.net

C. This information must be received in the Department of Finance by the date and time set as the deadline for submission of proposals.

PROGRESS REPORTS

It is expected that progress reports on the conduct of the work will be provided to the Director of Finance, or a designee of the Director, not less than monthly during the course of the work. Either the Director of Finance (or the Director’s designee) or the firm conducting the work may, with reasonable notice, request a meeting at any time during the course of the engagement.

BILLING OF FEES

Compensation for the conduct of the work will be paid upon review and approval of invoices by the Department of Finance. Invoices must be substantiated with detailed itemization related to the specific claims being filed and actual dates of the billing period.

ADDITIONAL DATA

A. County Support and Assistance

Applicable County departmental staff will provide the necessary financial reports from the County’s financial system. Other records and financial data necessary for the preparation of your proposal will be made available by the applicable County departmental staff upon your request.

B. Ancillary Requirements

1. CONFIDENTIALITY AND SECURITY - Any Contractor engaging in any service for the County requiring them to come into contact with confidential County information will be required to hold confidential such confidential data made available to them. The Contractor must assure that all its employees and agents assigned to work at Sacramento County will learn and comply with the security policies and procedures in effect at Sacramento County throughout the term of their assignment to the County. In addition, Contractor’s personnel may be required to pass a background check prior to performing any services detailed in this RFP.

Contractor shall access or handle restricted or confidential data only as required for performance of the assigned duties. Contractor shall disseminate such data only to personnel specifically authorized in writing by Sacramento County, and in no event shall the Contractor discuss or disseminate any data or information whatsoever, which relates to data accessed or handled as a result of an awarded contact, to any unauthorized person. Nor shall such data or information be used for any purpose except that purpose for which it was intended, as authorized or directed by Sacramento County.

Violations by the Contractor and subcontractor may be prosecuted to the full extent allowed by law and the contractor’s contract may be terminated.

2. CONFLICT OF INTEREST – Contractor, 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 an awarded contract.

3. NON-DISCRIMINATION - Contractor shall not discriminate in the provision of services because of color, race, creed, national origin, religion, sex, sexual orientation, age, or physical or mental handicap in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. Section 2000D), the Americans with Disabilities Act (42 U.S.C. Section 12131 et seq.), and all other applicable laws and regulations requiring no discrimination. Contractor shall include this nondiscrimination provision in all subcontracts related to an awarded contract.

A. Contractor agrees and assures County that Contractor and any subcontractors shall comply with all applicable federal, state, and local anti-discrimination laws, regulations, and ordinances and to not unlawfully discriminate, harass, or allow harassment against any employee, applicant for employment, employee or agent of County, or recipient of services contemplated to be provided or provided under an awarded contract, 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. Contractor shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of County employees and agents, and recipients of services are free from such discrimination and harassment.

B. Contractor represents that it is in compliance with and agrees that it will continue to comply with the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.), the Fair

Employment and Housing Act (Government Code §§ 12900 et seq.), and regulations and guidelines issued pursuant thereto.

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

4. INDEMNIFICATION - To the fullest extent permitted by law, for work or services provided under this Agreement, Proposer shall indemnify, defend, including with counsel reasonably acceptable to

County, and hold harmless County, its governing Board, officers, directors, officials, employees, and authorized volunteers and agents (individually an “Indemnified Party” and 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, and reasonable attorneys' fees, resulting from injuries to or death of persons, including but not limited to employees of either party hereto, and damage to or destruction of property, or loss of use or reduction in value thereof, including but not limited to the property of either party hereto, and recovery of monetary losses incurred by the indemnified party directly attributable to the performance of the indemnifying party, arising out of, pertaining to, or relating to the alleged or actual error or omission, negligence, recklessness, willful misconduct, infringement of intellectual property rights, breach of trust, breach of confidentiality, unauthorized use or disclosure of data, breach of statutory or regulatory law, or other breach of its duties under this Agreement by Proposer, its employees, Proposer’s subconsultants or subcontractors at any tier, or any other party for which

Proposer is legally liable under law.

The right to defense and indemnity under this indemnity obligation arises upon occurrence of an event giving rise to a Claim and, thereafter, upon tender in writing to Proposer. Upon receipt of tender, Proposer shall provide prompt written response that it accepts tender. Failure to accept tender may be grounds for termination of the Agreement. Proposer shall control the defense of Indemnified

Parties; subject to using counsel reasonably acceptable to the Indemnified Parties. Both parties agree to cooperate in the defense of a Claim.

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

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.

The provisions of this Indemnity obligation shall survive the expiration or termination of the

Agreement.

5. USE OF FUNDS - It is understood and agreed that no funds provided by County pursuant to an awarded contract shall be used by Contractor for any political activity or political contribution.

6. SUBCONTRACTS, ASSIGNMENT

A. Contractor shall obtain prior written approval from County before subcontracting any of the services delivered under an awarded contract. Contractor remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of an awarded contract. Contractor shall be held responsible by County for the performance of any subcontractor whether approved by County or not. In addition, Contractor must provide a list of all proposed subcontractors in their RFP response. The County has the right to reject any contractor or subcontractor for any reason.

B. An awarded contract is not assignable by Contractor in whole or in part, without the prior written consent of County.

C. Performance Standards

Contractor’s employees shall perform its services under an awarded contract in accordance with the professional standards applicable to professional consulting services.

D. Independent Contractor

1. It is understood and agreed that Contractor (including Contractor’s employees) is an independent

Contractor and that no relationship of employer-employee exists between the parties hereto.

Contractor’s assigned personnel shall not be entitled to any benefits payable to employees of

County. County is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this agreement; and as an independent Contractor, Contractor hereby indemnifies and holds County harmless from any and all claims that may be made against County based upon any contention by any third party that an employer-employee relationship exists by reason of this agreement.

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

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

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

4. It is further understood and agreed that as an independent contractor and not an employee of County, neither the Contractor nor Contractor’s assigned personnel shall have any entitlement as a County employee, right to act on behalf of County in any capacity whatsoever as agent, nor to bind County to any obligation whatsoever. Contractor shall not be covered by worker’s compensation; nor shall

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

5. The Contractor must issue W-2 (Wage and Tax Statement) and 941 (Employer’s Quarterly Federal

Tax Return) Forms for income and employment tax purposes, for all of the Contractor’s assigned personnel under the terms and conditions of any resulting contract.

6. The Contractor must certify that it has fully complied with all applicable state and federal reporting requirements relating to employment reporting for its employees, and that it has fully complied with all lawfully served wage and earnings assignment orders and notices of assignment and will continue to maintain compliance.

E. Benefits Waiver

If Contractor is unincorporated, Contractor acknowledges and agrees that Contractor is not entitled to receive the following benefits and/or compensation from County: medical, dental, vision and retirement benefits, life and disability insurance, sick leave, bereavement leave, jury duty leave, parental leave, or any other similar benefits or compensation otherwise provided to permanent civil service employees pursuant to the County Charter, the County Code, the Civil Service Rule, the Sacramento County

Employees’ Retirement System and/or any and all memoranda of understanding between County and its employee organizations. Should Contractor or any employee or agent of Contractor seek to obtain such benefits from County, Contractor agrees to indemnify and hold harmless County from any and all claims that may be made against County for such benefits.

F. Disputes

In the event of any dispute arising out of or relating to an awarded contract, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between themselves. If the dispute cannot be resolved by mutual agreement, nothing herein shall preclude either party's right to pursue remedy or relief by civil litigation, pursuant to the laws of the State of California.

G. Successors and Waivers

The contract between the County and the Contractor shall bind the successors of the County and the

Contractor in the same manner as if they were expressly named. 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.

KEY EVENTS

Event/Action Date(s)

RFP Release Date 1/8/2024

Deadline for RFP Interpretation 1/19/2024

Addendum – Responses to RFP Interpretation 1/26/2024

Proposals and information regarding litigation status due by 3:00 PM

2/9/2024

Interview Finalists (if necessary) 2/22/2024

Notice of Intent to Award 2/27/2024

Anticipated Contract Execution with County Board of

Supervisors

5/7/2024

Initial Operation Capability 5/8/2024

PROPOSER’S INSTRUCTIONS

General Format: Respond to all requests for information and completion of forms contained in this Request for

Proposal. You may use additional sheets as necessary. A qualifying response must address all items. Brochures and advertisements will not be considered a complete reply to requests for information and will not be accepted as such. Proposer is solely responsible for accuracy and completeness of proposal response and for electronically separating and marking documents as confidential when submitting their response. Responses considered incomplete may be rejected.

Alteration of Proposal Text: the original text of this proposal document, as well as any attachments, amendments or other official correspondence related to this proposal document, may not be manually, electronically or otherwise altered by proposer or proposer’s agent(s). Any response containing altered, deleted, additional or otherwise non-original text will be disqualified.

Preparation of Response:

A. All responses must be signed by an authorized officer or employee of the responder.

B. Responses must be submitted prior to the specified date and time. Responses may be delivered by hand, email (Finance-Director@saccounty.gov), submitted on OpenGov, or any postal carrier. If bidder submits their response via email, it is bidder’s responsibility to ensure the file is not corrupt or damaged.

If County is unable to open an attachment because it is damaged, corrupt, infected, etc., it may disqualify bidder’s submission.

C. Time of delivery must be stated as the number of calendar days following receipt of the order by the proposer to receipt of the goods or services by the County.

D. Time of delivery may be a consideration in the award.

E. Prices will be considered as net if no cash discount is offered. If a discrepancy between the unit price and the item total exists, the unit price prevails.

mailto:Finance-Director@saccounty.net

Confidential Information/Public Record: All responses become property of the County. All responses, including the accepted proposal and any subsequent contract, become public records per the requirements of the California Government Code, Sections 6250 -6270, “California Public Records Act”. Proprietary material must be clearly marked as such. Pricing and service elements of the successful proposal are not considered proprietary information.

The County will treat all information submitted in a proposal as available for public inspection once the County has selected a contractor. If you believe that you have a legally justifiable basis under the California Public Records Act (Government Section 6250 et. seq.) for protecting the confidentiality of any information contained within your proposal, you must identify any such information, together with the legal basis of your claim in your proposal, and present such information separately as part of your response package. OpenGov allows you to mark such documents as “confidential” when uploaded into the system.

The final determination as to whether the County will assert your claim of confidentiality on your behalf shall be at the sole discretion of the County. If the County makes a determination that your information does not meet the criteria for confidentiality, you will be notified as such. Any information deemed to be non-confidential shall be considered public record.

BASIS OF AWARD

Award will be made to the Proposal whose offer provides the greatest value for the County from the from the phase 1 standpoint of Mandatory Elements, Background and Qualifications, Cost, and Overall Presentation, or for other reasons deemed by Department of Finance to be in the best interest of the County. Phase 2, if necessary, will consist of vendor interviews and references checks.

This Proposal award will be determined by highest scoring responsive and responsible bidder(s). Proposal responses will be considered valid for a period of 180 calendar days after bid closing date above. The County reserves the right to award multiple contracts, a single contract, or no contract as a result of this Request for Proposal.

Note: All specifications, terms and conditions of this request will apply to any resulting order.

FINAL ACCEPTANCE

Equipment/Supplies/Services

The County of Sacramento will agree to final acceptance only after the supplied equipment, product or service is tested and is found to perform within acceptable standards of operation, is in compliance with all published and implied performance standards, and is considered by the County to be ready for practical application.

1. BID/QUOTE/PROPOSAL TERMS AND CONDITIONS: All of the terms and conditions of the bid, quote, or proposal against which this agreement is applied, are hereby incorporated.

2. SALES TAX NOT INCLUDED: Unless otherwise definitely specified, the unit prices do not include California sales and use tax or Sacramento County sales and use tax.

3. INVOICING & PAYMENT: Upon timely submission of itemized invoices by vendor/contractor, payment shall be made per the terms of this agreement and for the prices stipulated for supplies delivered and/or services rendered after inspection and acceptance.

Deductions, if any, may be made from payment as provided by this agreement. Payment on partial deliveries may be made whenever amounts due so warrant or when requested by the vendor/contractor and approved by the County. In connection with any cash (payment) discount specified in this agreement, time will be computed from the date of complete delivery of the supplies, equipment or services as specified, or from the date the supplies correct invoices are received by the County, whichever is later. For the purpose of earning the discount, payment is deemed to be made on the date of mailing of the County warrant or check.

4. HOLD HARMLESS: The vendor/contractor shall hold the County of Sacramento, its officers, agents, servants and employees harmless from liability of any nature or kind because of use of any copyrighted, or uncopyrighted composition, secret process, patented or unpatented invention, articles or appliances furnished or used under this order, and agrees to defend, at his own expense, any and all actions brought against the County of Sacramento or himself because of the unauthorized use of such articles.

5. DEFAULT BY VENDOR/CONTRACTOR: In case of default by vendor/ contractor, the County of Sacramento may procure the articles or services from other sources and may deduct from any monies due, or that may thereafter become due to the vendor/contractor, the difference between the price named in the contract or purchase order and actual cost thereof to the County of Sacramento. Prices paid by the County shall be considered the prevailing market price at the time such purchase is made. Periods of performance may be extended if the facts as to the cause of delay justify such extension in the opinion of the Purchasing Agent.

6. RIGHT TO AUDIT: The County of Sacramento reserves the right to verify, by examination of vendor/contractor's records, all invoiced amounts when firm prices are not set forth in the purchase agreement.

7. ASSIGNMENT: This Contract or purchase order is not assignable by vendor/contractor either in whole or in part, without the prior written approval of the County.

8. SUCCESSORS: This agreement shall be binding upon to the benefit Of the successors and assigns of the respective parties hereto.

9. F.E.T. EXEMPTION: County is exempt from Federal excise tax.

pursuant to Internal Revenue Code 26 U.S.C. Sec.4221(a)(4).

10. CHARGES NOT INCLUDED ON FACE NOT ACCEPTABLE: No charge will be accepted for packing, boxing, or cartage, except as specified in the Notice of Award. Freight collect shipments will not be accepted. Merchandise will not be accepted if payment is to be made at the time of delivery.

11. TITLE/RISK OF LOSS: Title, ownership and risk of loss or damage of the Goods shall be in accordance with Deliverv/FOB Terms on page 1 of the contract. The Goods are delivered to, inspected and accepted by County, except when such loss or damage is due to the fault or negligence of the County.

12. ALL UNDERSTANDINGS IN WRITING: It is mutually understood and agreed that no alteration or variation of price, quantity, supplies and/or services, and any terms of this contract shall be valid unless made it in writing and signed by the parties hereto, and that no oral understandings or agreements shall be binding.

13. FORCE MAJEURE: The Parties will not be held liable for delays Or failure in fulfillment of the conditions of purchase order or contract resulting from events beyond the reasonable control of such parties.

Such event include, but are not be limited to strikes, riots, acts of war, epidemics, acts of government, fire, power failures, nuclear events, earthquakes, acts of terrorism, severe weather events and other disasters.

14. VENDOR/CONTRACTOR TERMS AND CONDITIONS: County's standard terms and conditions shall govern any contract awarded. If, after award of contract, vendor/contractor provides additional terms or conditions, and there is a conflict between the terms and conditions of the parties, County's terms and conditions shall govern.

15. INFORMATION TECHNOLOGY ASSURANCES: Vendor/contractor shall take all reasonable precautions to ensure that any hardware, software, and/or embedded chip devices used by vendor/contractor in the performance of services under this agreement, other than those owned or provided by County, shall be free from viruses. Nothing in this provision shall construed to limit any rights or remedies otherwise available to County under this agreement.

16. COMPLIANCE WITH FAMILY SUPPORT ORDERS: Vendor/contractor hereby certifies that it's principal owner(s) is in substantial compliance with Sacramento County's DCSS Program, federal and state laws regarding lawfully served orders for child, family and spousal support, including wage reporting and assignment of wages. (Failure to comply with such orders and cure the defult within 90 days of notice by the County shall be grounds for termination of the contract or purchase order.

17. COMPLIANCE WITH ALL LAWS, LICENSES AND PERMITS: In the performance of their duties, Vendor/contractor shall comply with all applicable federal, state, and county statutes, ordinances, regulations, directives, and laws and this contract shall be deemed to be executed within the State of California and construed with and governed by the laws of the State of California. Vendor/contractor shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of California, County of Sacramento and all other appropriate governmental agencies, including any certification and credentials required by County. Failure to comply with all laws, licenses and permits shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Contract.

18. FOREIGN CURRENCY: In the event vendor invoices submitted to the County of Sacramento is received in foreign currency, vendor understands and agrees the County of Sacramento will pay in US Dollars via wire, ACH, or check payment method. The County of Sacramento's payment of US Dollars will be calculated using the currency exchange rate on the invoice date, regardless of date paid, or received by vendor. The County of Sacramento calculates US Dollars based on the exchange rate on such invoice date provided by the Oanda currency converter site:

http://www1.oanda.com/lang/en/currency/converter/.

PURCHASE ORDER/CONTRACT

GENERAL CONDITIONS

APPENDIX B

ADDITIONAL TERMS AND CONDITIONS

Bidder Responsibility: You are expected to be thoroughly familiar with all specifications and requirements of this bid. Your failure or omission to examine any relevant form, article, site or document will not relieve you from any obligation regarding this bid. By submitting a response, you are presumed to concur with all terms, conditions and specifications of this bid unless you have specifically, by section number, raised objection.

Awards:

A. The County of Sacramento reserves the right to:

1) award responses received on the basis of individual items, or groups of items, or on the entire list of items;

2) reject any or all responses, or any part thereof;

3) waive any informality in the responses; and

4) accept the response that is in the best interest of the County. The Purchasing Agent's decision shall be final.

B. Preference for Sacramento County Products. In purchases by the County of

Sacramento, price and quality being equal, preference must be given to Sacramento

County products (Charter of the County of Sacramento, sec. 83); also, ". . . preference must be given to the lowest responsible local bidder offering to supply such items for purchase which are raised, grown, manufactured, fabricated, processed or assembled in Sacramento County . . ." (Sacramento County Code, sec. 2.56.060).

C. Preference for California-made materials. Pursuant to Sections 4330-4333 of the

Government Code, the County, in awarding the purchase, must prefer supplies partially manufactured, grown or processed in California, price, fitness and quality being equal. In order to receive preference, responses must clearly specify the item(s) for which preference is claimed and the preference applicable.

Taxes:

A. Include any sales, use, or federal excise taxes in your response as separate line item(s).

B. If your company is outside California and collects sales tax, please state the amount as a separate item if the County is to remit the tax.

C. Items purchased for resale will show the County's resale permit number on the purchase order.

D. Exemption certificates will be furnished when federal excise tax is exempted.

Brand Names: Brand names and numbers, when used, are for reference to indicate the character or quality desired. Equal items will be considered, provided your offer clearly describes the article. Offers for equal items must state the brand and number, or level of quality. The determination of the

Purchasing Agent as to what items are equal is final and conclusive. When brand, number, or level of quality is not stated by bidder, the offer will be considered exactly as specified.

Samples: Samples of articles, when required, must be furnished free of cost. Samples may be retained for future comparison. Samples which are not destroyed by testing or which are not retained for future comparison will be returned upon request at your expense.

Indemnification: The contractor shall indemnify, defend and hold harmless the County, its officers, agents, employees, and representatives, from and against any and all claims, losses, liabilities, or damages, demands and action including payment of reasonable attorneys' fees, arising out of or resulting from the performance of this agreement, caused in whole or in part by any negligent or willful act or omission of the contractor, its officers, agents, employees, representatives, or anyone directly or indirectly acting on behalf of the contractor, regardless of whether caused in part by a party indemnified hereunder.

Termination:

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

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

C. County may terminate or amend any resulting agreement immediately upon giving written notice to contractor, 1) if advised that funds are not available from external sources for this agreement or any portion thereof, including if distribution of such funds to the County is suspended or delayed; 2) if funds for the services and/or programs provided pursuant to this Agreement are not appropriated by the State; 3) if funds in County's yearly proposed and/or final budget are not appropriated by County for this agreement or any portion thereof; or 4) if funds that were previously appropriated for this agreement are reduced, eliminated, and/or re-allocated by

County as a result of mid-year budget reductions.

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

E. Contractor shall not incur any expenses under any resulting agreement after notice of termination and shall cancel any outstanding expenses obligations to a third party that contractor can legally cancel.

Public Agency Participation: It is intended that any other public agency including those identified in the solicitation (i.e., city, district, public authority, public agency, municipality and other political sub-division or public corporation of California) located in California shall have the option to participate in any award made as a result of this solicitation. The County of Sacramento shall incur no financial responsibility in connection with orders issued or delivered by another public agency. Each public agency using this contract shall accept sole and full responsibility for placing of orders and making payments to the contractor. In addition to the above, the contractor shall provide the same level of indemnification and insurance protection to each of the participating agencies ordering products and/or services under any award made as a result of this solicitation.

Out of State Vendors Providing Services to the County of Sacramento: Recent state legislation requires the County to withhold seven percent (7%) of all income paid to certain independent contractors who do not reside in California. (Rev. & Tax. Code §18662; Cal. Admin. Code §§18662-1-

18662-14.) This provision does not apply if the total amount paid for services in a given year is less than $1,500. It also does not apply if the contractor is: a) a corporation with a principal place of business in California; b) a partnership with a permanent place of business in California; c) a corporation qualified through the Secretary of State to do business in California; or d) an individual with a permanent residence in the State of California.

FTB Waiver -The contractor can apply to the FTB for a waiver from this withholding requirement. An

FTB waiver will generally be granted when the nonresident contractor has a current history of filing

California tax returns and/or is currently making estimated tax payments to the FTB. An FTB waiver request is made on FTB Form 588, which can be faxed to the FTB at (916) 845-4831.

Payments (E-Payables)

The County of Sacramento has partnered with Bank of America to implement a card payment program, ePayables, offered to County’s suppliers/contractors/vendors. This preferred payment method will reduce paper waste and expedite payments to recipients. Traditional forms of payment

(hardcopy checks) remain.

ePayables will not affect payment terms and conditions of any existing agreement. Once an invoice is approved for payment, an electronic remittance advice will be sent to the recipient’s email instead of a hardcopy check. The remittance advice will include statement-type information such as: invoice numbers, dates, and invoice amounts.