RFQ_SacDOT_Grant_Writing_Services_2022.pdf

Community Services Agency Department of Transportation

Request for Qualifications

For

Grant Writing Services

RFQ publish date: April 4, 2022

Statement of Qualifications due date: April 29, 2022

INTERESTED CONSULTANTS ARE ASKED TO

SUBMIT THEIR STATEMENT OF QUALIFICATIONS NO LATER THAN

2:00 PM (local time) on April 29, 2022 by the method(s) listed under section 2.3 “Qualifications submission”

Table of Contents 1 Introduction

1.1 Purpose of RFQ

1.2 Background

1.3 Scope of work

2 General Rules

2.1 RFQ overview

2.2 Qualification format and content

2.3 Qualification submission

2.4 Questions and communication

2.5 Addenda

2.6 County’s right to withdraw, cancel, suspend and/or modify RFQ

2.7 Consultant’s right to edit or cancel SOQ

2.8 SOQs will not be returned

2.9 Public disclosure of qualification documents

2.10 Consultant’s costs

2.11 Consultant’s ideas

2.12 Collusion

2.13 Conflict of interest

3 Evaluation and Selection

3.1 SOQ evaluation and recommendation for selection

3.2 Evaluation of responsiveness

3.3 Evaluation of responsibility

3.4 Evaluation panel and evaluation criteria

3.5 Interviews

3.6 Execution of contract

4 Attachments

Attachment 1 –Consultant Evaluation Form

Attachment 2 – County of Sacramento Standard Consulting Agreement

Attachment 3 – Written Agreement to Indemnify for Release of Proprietary Information

1 Introduction

1.1 Purpose of RFQ

The County of Sacramento (“County”), Department of Transportation is seeking the services of consultants or consultant teams to work on an on-call basis to complete applications for various federal, state, and regional grant programs. Multiple contracts for these services are anticipated. Contracts will not exceed $250,000 individually and will have a term of up to three years, with the possibility of two one-year extensions. The scope of work will be mutually defined, on a case-by-case basis, by the County and the selected consultant with written authorization from the County via a notice to proceed for each individual grant writing task order.

1.2 Background

There are many grant opportunities for which the County will require grant writing services including, but not limited to:

• Caltrans Sustainable Communities Planning Grants

• Active Transportation Program

• SACOG Funding Programs

• Caltrans Highway Safety Improvement Program

• California Transportation Commission’s SB 1 Programs o Local Partnership Program (LPP) o Solutions for Congested Corridors (SCC) o Trade Corridor Enhancement Program (TCEP)

• US Department of Transportation Grant Programs

• Other grant programs that would fund transportation infrastructure

The County does not employ staff to perform these specialized grant writing tasks at this time. This Request for Qualifications (“RFQ”) process will be used to select consultants or consultant teams to provide these services.

The funding from these grants will be used to fund the various phases of transportation projects and planning efforts. The Department of Transportation may also issue subsequent Requests For Proposals for these same projects for preliminary engineering, environmental, and design services during construction, and construction management. Where feasible, the County will work to avoid potential conflicts of interest to ensure that the consultant providing grant writing services are not conflicted out of proposing on a subsequent Requests For Proposal.

1.3 Scope of work

The scope of work will be mutually defined by the County and the selected consultant or consultant team.

Typical work tasks will include, but are not limited to:

• Meeting with County staff to discuss potential grant applications, appropriately scope projects and determine the best strategy to proceed with the application.

• Conducting grant research and/or advocacy.

• Project scoping.

• Preparing grant application support materials (i.e. vicinity maps, collision diagrams, striping plans, demonstrative exhibits, letters of support, contacting appropriate stakeholders for support and application requirements, etc.).

• Preparing grant application documents in accordance with the grant program guidelines.

• Packaging and submitting applications on behalf of the County.

• Other related services.

Emphasis is placed on working with the County to appropriately scope projects and determine the best strategy to proceed with the grant application preparation.

2 General Rules

2.1 RFQ overview

This RFQ is an invitation for consultants to submit their qualification to the County. This RFQ does not commit the County to award a contract to any respondent/consultant. Submission of a statement of qualifications (“SOQ”) shall neither obligate nor entitle a consultant to enter into a contract with the County.

Estimated timeline and extension of time

April 4, 2022 RFQ Released April 15, 2022 Due date for questions April 22, 2022 Q&A and Final Addendum April 29, 2022 SOQs due, see section 2.3 May 9-20, 2022 Interviews (if applicable) June 13, 2022 Fully executed contract

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

2.2 Qualification format and content

When submitting an SOQ, consultants must follow the format and contents detailed below.

Responses may not exceed 10 pages for items 3, 4, 5, and 6 below. SOQs should address the criteria in the consultant evaluation form. SOQs and must include the following information:

1. Cover Page: provide the name of the RFQ, prime consultant name, and RFQ due date

2. Table of Contents

3. Cover letter: describe the consultant or consultant team’s understanding of the scope and relevant qualifications and experience. The letter should include the Consultant’s name submitting the proposal, their mailing address, telephone number, and contact name.

4. Statement of Qualifications: of both the consultant or consultant teams who will perform the services.

5. Resumes of key staff: Information for key staff must include, professional credentials, education or certifications, expertise and capability, applicable professional affiliations and accreditations, and applicable professional experience.

6. References: Provide at least two (2) professional references for similar work that has been performed by the consultant or consultant team and a description of the work performed. Information for each reference must include customer name and address, point of contact (name, telephone number, email) for contractual/administrative matters and technical performance, period of contract performance; and description of work performed.

7. Consulting Agreement: Attached to the RFQ (Attachment 2) is a copy of the County of Sacramento Standard Consulting Agreement (Agreement).

The County’s standard Agreement may be modified, in the County’s sole discretion, to address the specific provisions of this RFQ and consultants should note that any specifications or other requirements specific to this RFQ shall be included in the Contract and Contract’s exhibits following an award of the Contract. Please review the Contract carefully and note in your SOQ any exceptions or alterations to the Contract. Alterations or changes to the Contract that are not in the consultant’s response shall not be allowed after the selection of the consultant. This includes alterations, exceptions, or changes to the insurance and indemnity provisions. By requiring these requests up front, the County can compare all respondents on an equal basis. However, the County reserves the right, in its sole discretion, to accept or reject any and all proposed changes to the County’s standard Agreement.

8. Schedule of hourly billing rates for each staff member proposed to perform the services under the contract. Include any typically-billed expenses such as mileage, copying and scanning costs, postage/courier services, per diem, etc. (Note: not an evaluation consideration, but SOQ will be considered incomplete if not included). Submit your hourly billing rates as a separate document in OpenGov Procurement when prompted.

A copy of the consultant evaluation form to be used by the County’s Selection Committee to score SOQ’s is attached (Attachment 1).

2.3 Qualification submission

Please submit electronically your SOQ in PDF format through the County’s eProcurement system OpenGov Procurement via the solicitation link at:

SacDOT Grant Writing Services no later than 2:00 p.m. (local time) on April 29, 2022.

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

2.4 Questions and communication

Questions concerning this RFQ should be submitted in OpenGov Procurement via the “Question and Answer” function.

Questions must be submitted by 4:00 p.m. on April 15, 2022.

Questions and Answers, if any, will be distributed via addenda in the County’s eProcurement system OpenGov Procurement.

2.5 Addenda

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

Addenda will be posted in the County’s eProcurement system OpenGov Procurement. It is the responsibility of each prospective consultant to assure receipt of all addenda.

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

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2.7 Consultant’s right to edit or cancel SOQ

An SOQ may be edited or withdrawn prior to the due date. Consultants may contact the project manager to provide an edited SOQ or to withdraw an SOQ prior to the due date.

2.8 SOQs will not be returned

Upon submission, SOQs will not be returned.

2.9 Public disclosure of qualification documents

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

If a consultant believes protected data is included in its qualification, the Consultant shall clearly identify the data and provide the legal basis in support of the asserted classification. Consultant must present such information separately as part of its qualification OR type in bold red letters the term “CONFIDENTIAL” on that specific part or page of the Qualification which consultant 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 consultant 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 qualification. A copy of that written agreement is attached as Attachment 3.

The final determination of whether the County will assert a consultant’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 your 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 consultant agrees, as a condition of submitting its qualification, 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 qualification. The consultant 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.

2.10 Consultant’s costs

The County shall not be responsible for any costs incurred by consultant in connection with this RFQ. Consultant shall bear all costs associated with qualification preparation, submission, and attendance at interviews, or any other activity associated with this RFQ or otherwise.

2.11 Consultant’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 SOQ. Selection or rejection of the SOQ does not affect this right.

2.12 Collusion

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

2.13 Conflict of interest

The consultant affirms that to the best of its knowledge the submission of its SOQ, or any resulting contract, does not present an actual or perceived conflict of interest. The consultant 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 consultant. To avoid a conflict of interest by a consultant, the County may utilize methods including disqualifying a consultant 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 SOQ 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 an SOQ satisfactorily meets the criteria established in this RFQ; 2) to seek clarification or additional information from any consultant, including whether to conduct interviews with one more consultants; 3) to negotiate, sequentially or simultaneously, pricing and/or terms with any consultant or vendor; 4) to reject any or all qualifications with or without cause; 5) to waive any irregularities or informalities in a qualification; 6) to cancel or amend by addenda this RFQ, in part or entirely; 7) to award multiple contracts to consultants; and/or 8) award a contract to a vendor that did not submit a

SOQ.

Evaluation of SOQs 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 SOQs. 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 consultant.

3.2 Evaluation of responsiveness

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

3.3 Evaluation of responsibility

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

3.4 Evaluation panel and evaluation criteria

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

For evaluation criteria and scoring sheet see Attachment 1.

3.5 Interviews

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

3.6 Execution of contract

Before a contract becomes effective between the County and any consultant, 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 consultant relative to the proposed contract.

4 Attachments

Attachment 1 – Consultant Evaluation Form Attachment 2 – County of Sacramento Standard Consulting Agreement Attachment 3 – Written Agreement to Indemnify for Release of Propriety Information

Attachment 1 –Consultant Evaluation Form

COUNTY OF SACRAMENTO

DEPARTMENT OF TRANSPORTATION

CONSULTANT EVALUATION FORM

CONSULTANT NAME

Criteria Max Points Rating Notes

Understanding of the work to be done 25

Experience with similar kinds of grants 15

Familiarity with/ knowledge of existing grant programs 15

Ability to strategize projects and provide technical analysis for application 20

Quality of staff assigned to the work 15

References 10

Total 100

Schedule of hourly billing rates for each staff member who will work under the contract.

Include typically billed expenses such as (mileage, copy/scan, postage, per diem, etc);

SOQ is considered unresponsive if not included.

Evaluation member: Date:

**Please provide brief notes justifying low ratings.

Attachment 2 – County of Sacramento Standard Consulting Agreement

COMMUNITY 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.

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. PERFORMANCE STANDARDS

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

8. 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.

9. STATUS OF CONSULTANT

A. It is understood and agreed that CONSULTANT (including CONSULTANT’S employees) is an independent contractor and that no relationship of employer-employee exists between the parties hereto. CONSULTANT’S assigned personnel shall not be entitled to any benefits payable to employees of 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.

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.

10. 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.

11. COMPLIANCE WITH CHILD, FAMILY AND SPOUSAL SUPPORT REPORTING

OBLIGATIONS

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

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

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. SUCCESSORS

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

24. TIME

Time is of the essence of this Agreement.

25. 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.

26. DIRECTOR

As used in this Agreement, "Director" shall mean the Director of the Department of Transportation or his/her designee. Director shall administer this Agreement on behalf of the COUNTY, and has authority to make administrative amendments to this Agreement on behalf of the COUNTY including, but not limited to, scope of services, pricing, and management practices. Unless otherwise provided herein or required by applicable law, Director shall be vested with all the rights, powers, and duties of COUNTY herein. With respect to matters herein subject to the approval, satisfaction, or discretion of COUNTY or Director, the decision of the Director in such matters shall be final.

27. 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.

28. 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 to CONSULTANT should CONSULTANT materially fail to perform any of the covenants contained in this Agreement in the time and/or manner specified. In the event of such termination, COUNTY may proceed with the work in any manner deemed proper by COUNTY. 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 paragraph (A) above.

C. COUNTY may terminate or amend this Agreement immediately upon giving written notice to CONSULTANT that funds are not available because: 1) Sufficient funds are not appropriated in COUNTY’S Adopted or Adjusted Budget; 2) the COUNTY is 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; 3) if funds for the services and/or programs provided pursuant to this Agreement are not appropriated by the State; 4) funds that were previously available for this Agreement are reduced, eliminated and/or re-allocated by COUNTY as a result of budget or revenue reductions during the fiscal year.

D. If this Agreement is terminated under Paragraph A or C above, CONSULTANT shall only be paid for any service completed and provided prior to notice of termination. In the event of termination under paragraph A or C above, CONSULTANT 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 CONSULTANT covered by this Agreement, less payments of compensation previously made. In no event, however, shall COUNTY pay CONSULTANT 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. CONSULTANT shall not incur any expenses under this Agreement after notice of termination and shall cancel any outstanding expense obligations to a third party that CONSULTANT can legally cancel.

29. REPORTS

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

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

30. AUDITS AND RECORDS

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

31. PRIOR AGREEMENTS

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

32. SEVERABILITY

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

33. FORCE MAJEURE

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

34. SURVIVAL OF TERMS

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

35. AUTHORITY TO EXECUTE

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

36. DUPLICATE COUNTERPARTS

This Agreement may be executed in duplicate counterparts. The Agreement shall be deemed executed when it has been signed by both parties.

Signatures scanned and transmitted electronically shall be deemed original signatures for purposes of this Agreement, with such scanned signatures having the same legal effect as original signatures. This Agreement may be executed through the use of an electronic signature and will be binding on each party as if it were physically executed.

37. ADDITIONAL PROVISIONS

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

(SIGNATURE PAGE FOLLOWS)

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

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

CONSULTANT, STATE AND TYPE OF

ENTITY

By:

Signatory Title

Agency or Department

“COUNTY”

Date:

By:

Name:

Title:

“CONSULTANT”

Date:

Agreement approved by Board of Supervisors:

Agenda Date:

Item Number:

Resolution No.: 2022 -

Contract and Consultant Tax Status Reviewed and Approved by County Counsel

By: ____________________________ Date: __________________

NAME

Assistant County Counsel

Prepared by: _________________________________________ NAME, Senior Contract Services Officer, Contract & Purchasing Services Division, Department of General Services

Exhibit A

EXHIBIT A to Agreement

SCOPE OF SERVICES

1. SERVICE LOCATION(S)

Facility Name(s):

Street Address:

City and Zip Code:

2. REQUEST FOR QUALIFICATION AND CONSULTANT’S

QUALIFICATION

A. The scope of services to be provided by this Agreement are those services identified in COUNTY’S Request for Qualification (RFQ) dated _____________, and CONSULTANT’S Qualification dated _________. Both the RFQ and the Qualification are hereby incorporated into this Agreement as Attachments 1, 2 and 3, respectively, and made a part of this Agreement. In the event of any inconsistencies or ambiguities, the Qualification shall govern over the RFQ, and this Agreement shall govern over all.

CONSULTANT agrees to perform all services stated in this Agreement for the compensation described herein.

AND

B. The COUNTY’S Director or designee, may negotiate with

CONSULTANT and approve reasonable modifications in tasks, work products, schedules, milestones, and staff assignments so long as such modifications are within the general scope of services provided under this Agreement, do not exceed the Maximum Total Payment Amount, and are determined to be in the best interest of

3. SCHEDULE

CONSULTANT shall complete the services in an expeditious manner and transmit all applicable materials to the COUNTY as stated in the __________ or as mutually adjusted with COUNTY’S Project Manager.

OR

CONSULTANT shall perform the services in an expeditious manner in accordance with a mutually acceptable schedule developed between COUNTY and CONSULTANT.

4. RESPONSIBILITIES OF COUNTY AND CONSULTANT FOR SCOPE

A. COUNTY, or its authorized representatives, shall…