UWMP_2025_RFP_6.6.pdf

Department of Water Resources Matt Satow, Director

Including service to the Cities of Elk Grove and Rancho Cordova

SACRAMENTO COUNTY

WATER AGENCY

Request for Proposal

Develop and Prepare the Sacramento County Water Agency’s (SCWA) 2025 Urban Water

Management Plan (UWMP)

RFP publish date: June 6, 2025

Proposals due date: June 30, 2025 at 2:00pm

Table of Contents 1 Introduction

1.1 Purpose of RFP

1.2 Background

1.3 Scope of work

2 General Rules

2.1 RFP overview

2.2 Estimated timeline and extension of time

2.3 Proposal format and content

2.4 Proposal submission

2.5 Questions and communication

2.6 Addenda

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

2.8 Proposer’s right to edit or cancel proposal

2.9 Proposals will not be returned

2.10 Public disclosure of proposal documents

2.11 Proposer’s costs

2.12 Proposer’s ideas

2.13 Collusion

2.14 Conflict of interest

3 Evaluation and Selection

3.1 Proposal evaluation and recommendation for selection

3.2 Evaluation of responsiveness

3.3 Evaluation of responsibility

3.4 Evaluation panel and evaluation criteria

3.5 Execution of contract

4 Attachments

Attachment 1 –Sacramento County Water Agency Standard Consulting Agreement

Attachment 2 – Written Agreement to Indemnify for Release of Proprietary Information

1 Introduction

1.1 Purpose of RFP

The Sacramento County Water Agency (“Agency”), is soliciting proposals for water resources planning and management services to prepare its 2025 UWMP pursuant to California Water Code 10610 – 10656 and 10608, and consistent with the forthcoming State of California Department of Water Resources 2025 UWMP Guidebook. The successful consultant will have:

• Proven experience in the development of an UWMP and knowledge and understanding of the following and any other applicable contemporaneous regulations:

i. The State of California’s Urban Water Management

Planning Act.

ii. The Water Conservation Act of 2009 and compliance reporting.

iii. The Sustainable Ground Water Management Act (SGMA) of

2014 including provision of status updates.

iv. The Seismic Risk Assessment Bill (SB 664) of 2015.

v. The California Water Code (CWC) 10631 of 2017 on water loss audits and CWC 10632 of 2019 on Water Shortage Contingency Plans (WSCP).

vi. The Water Conservation and Drought Planning Bills (AB 1668, SB 606) of 2018.

vii. Any other water conservation laws, rules or regulations including recent updates, what may change or be added moving forward.

• Knowledge and understanding of the State Department of Water Resources’ UWMP related methodologies.

• Resources to complete project within the time frame set forth by SCWA.

• Internal staff with knowledge of current water resources planning efforts ongoing in Sacramento County (and Zone 41 in particular).

1.2 Background

SCWA was formed in 1952 pursuant to the Sacramento County Water Agency Act (Act) to make water available for the beneficial use of lands and inhabitants, including the production, storage, transmission, and distribution of groundwater. In 1985, the Act was amended by the state legislature to provide SCWA with the authority to establish groundwater management zones in any areas subject to groundwater overdraft conditions.

SCWA’s Zone 41 service areas are made up of nine distinct water supply systems located throughout the County of Sacramento (see Exhibit A) and the Zone 40 area. Zone 41 service areas include Walnut Grove, Hood, Northgate, Arden Park, Southwest Tract, Metro Air Park, North Service Area (NSA), Central Service Area (CSA), and South Service Area (SSA). SCWA also supplies wholesale water to the Elk Grove Water District and California American Water Company located in the City of Rancho Cordova. Water demands in most of these service areas have been met with groundwater.

However, water supplies are being met through a conjunctive use program since 1995 within the NSA, CSA, and SSA whose water portfolio includes groundwater, surface water, and recycled water. Water supplies in Metro Air Park, adjacent to the Sacramento International Airport, are met through a wholesale/wheeling agreement with the City of Sacramento. Zone 40 is responsible for the large capital infrastructure within its boundaries that include the NSA, CSA, SSA of Zone 41 and portions of the Elk Grove Water District. SCWA would like the consultant to keep the above referenced Zone 41 service areas distinct throughout the 2025 UWMP analysis, and also provide a cumulative total for the overall analysis.

As required by the State of California (State) Urban Water Management Planning Act, SCWA is seeking to update its UWMP. The State considers the UWMP a long-term resource planning tool to ensure adequate water supplies are available to meet existing and future water demands. Reliability of SCWA’s water sources, water supply capacity, water supply demand, water demand management practices, water conservation programs, and drought and water shortage contingency planning are but a few key elements of the plan.

1.3 Scope of work

The scope of work is included below.

The work to be performed by the consultant will include all tasks necessary for the timely completion of the 2025 UWMP. The consultant’s proposed scope of work (SOW) will include, as a minimum, the major tasks listed in the

“Draft Scope of Work” below. The “Draft Scope of Work” below is not inclusive of all the tasks necessary to adequately complete the project. The consultant’s proposed SOW should identify and describe additional tasks (clearly indicated as optional or mandatory) which the consultant believes are necessary to ensure all project requirements are met.

Draft SCOPE OF WORK

Task 1: Prepare the 2025 Urban Water Management Plan (UWMP)

Objective: To prepare SCWA’s 2025 UWMP that will meet the State of California’s Urban Water Management Planning Act (UWMPA) and Water Conservation Act of 2009, the Water Conservation and Drought Planning Bills (AB 1668, SB 606) of 2018, any other state water conservation laws, rules or regulations and that will be consistent with the forthcoming State of California Department of Water Resources 2025 UWMP Guidebook.

Discussion: The State of California Urban Water Management Planning Act requires that all water suppliers with either 3,000 customers or delivering 3,000 acre-feet annually, directly or indirectly, must complete an UWMP every five years demonstrating water supply reliability in normal, single dry, and multiple dry water years. The UWMP must also include, and therefore the consultant must prepare:

• a drought risk assessment

• a water shortage contingency plan

• energy information reporting

• water loss audit reports

• a lay description of the UWMP fundamental determinations

There may be other requirements. The UWMPA requires each urban water supplier to prepare annual water supply and demand assessments (AWSDA).

The final document must inform preparation of these AWSDAs although actual preparation of AWSDAs is not a part of this scope.

The 2025 UWMP is required to reflect any updates to the Urban Water Management Planning Act and all changes to the law. In order to do that, the UWMP must be fully consistent with the requirements of the Department of Water Resources’ forthcoming 2025 UWMP Guidebook. The 2025 UWMP will be an updated and enhanced version of SCWA’s 2020 UWMP that will reflect the current and projected conditions of SCWA’s Zone 41 retail and wholesale water supply, and take into account the most recent census data available.

The selected consultant will coordinate with SCWA staff on incorporating the updated water demand projections currently being developed via the ongoing Zone 40 Water Supply Master Plan update and Zone 40 Water System Infrastructure Plan update.

Task 2: Identify sections of the UWMP that SCWA may wish to expand beyond State minimum requirements.

Objective: To create a more comprehensive UWMP document above and beyond what is required by State minimum criteria.

Discussion: The State requires that all sections of the UWMP meet the State criteria. However, an upgrade to many sections beyond the State minimum requirement may benefit SCWA by producing a document that is more comprehensive than required. The consultant will identify sections that may require upgrades. Each suggested upgrade should be followed by a clear discussion of why the upgrade should be considered by the SCWA. An example may be extending the analysis period to 25 years to facilitate documentation of Water Supply Assessments through the next UWMP update.

Task 3: Complete recommended upgrades to the UWMP

Objective: To create a more comprehensive UWMP document above and beyond that required by the State minimum criteria.

Discussion: The SCWA Project Manager and the consultant will have at least two meetings to agree on the required upgrades considering the upgrades identified in Task 2 to be contained within the consultant proposal and any upgrades that are a result of development of the UWMP. The number of upgrades and compensation for each will be a consideration in the aforementioned meetings to stay within the consultant’s original scope of work and fee. The consultant must complete SCWA approved upgrades prior to the March 6, 2026, or adjusted deadline.

Task 4: Draft UWMP to be completed by January 9, 2026

Objective: To create a rough draft presenting methodology to complete the

UWMP.

Discussion: SCWA is aware that the UWMP will require full 2025 data to be complete. As this first draft will be submitted shortly after the end of the year, it may be nothing more than an outline. This first draft will show the methodology that will be used to complete the administrative draft which will allow SCWA time to review the major assumptions that are planned to be used.

Task 5: Public Outreach for the Administrative Draft UWMP (draft to be completed by February 6, 2026)

Objective: To create and provide two public meetings for draft UWMP.

Discussion: This draft UWMP will be nearly complete. SCWA will review and make comments. This draft will also be submitted to the Water Forum. Two public meetings will be required for the public to summarize the UWMP, respond to questions, and receive comments.

Task 6: Final UWMP to be completed by March 6, 2026 (or adjusted deadline if State deadline is adjusted)

Objective: To create a “final” UWMP.

Discussion: This UWMP will be the version that will go to the SCWA Board for approval. It will not be considered final until approved by the SCWA Board.

Task 7: Public Hearing Support – Optional Task

Objective: To provide support to SCWA for the adoption public hearing.

Discussion: The 2025 Urban Water Management Plan is required to be adopted by SCWA’s Board of Directors. At the request of SCWA, the consultant may be asked to prepare a PowerPoint presentation for the hearing and to be available to answer any questions presented by the Board or the public.

Task 8: Submittal of UWMP to the State of California by July 1, 2026

Objective: To submit any and all UWMP related documents required by the State of California Department of Water Resources (DWR) on behalf of SCWA.

Discussion: The Urban Water Management Planning Act was amended to require agencies to electronically submit their UWMPs to DWR, and to include any standardized forms, tables, or displays specified by DWR.

DELIVERABLES ITEMS

A. Draft of Key Chapters of UWMP not requiring the 2025 data.

B. Administrative Draft of UWMP.

C. Draft 2025 UWMP for public review and comment.

D. Final UWMP – Twenty hardcopies, one electronic copy (PDF format), and one electronic copy that can be updated (preferably Microsoft Word).

2 General Rules

2.1 RFP overview

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

2.2 Estimated timeline and extension of time

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

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

2.3 Proposal format and content

When submitting a proposal, Proposers must follow the format and contents detailed below. Failure to do so will likely prolong the evaluation process and could result in a proposal not being considered.

A. Statement of Qualifications (SOQ). Provide a statement of qualifications for your firm that includes:

A statement of the firm's qualifications and ability to commit adequate resources for performing the subject services and successfully completing the project in a timely manner.

A summary of the firm’s experience with at least three (3) similar planning documents in the last ten years. Similar planning documents must have been prepared for domestic water suppliers with at least 3,000 service connections and would include UWMP’s, water supply master plans, etc. List only projects where one or more of the project team members who are proposed for this project had some degree of involvement in a comparable capacity. Include a brief description of the project, an explanation of the work that was performed by the firm, the team members, project dates, client information, contact names(s) and phone numbers.

An organizational chart and a brief summary of the qualifications and experience of the key members of the firm’s project team who would be expected to provide the desired services. Describe what the primary responsibilities of each staff member are. Also describe each team member’s involvement with the projects listed in the summary of the firm’s experience. Provide similar level of information for key members of any proposed sub-consultant firm.

The statement of qualifications should not exceed a total of eight (8) pages. If resumes and/or other supplemental information are included, they should be attached as a separate appendix in addition to the 8-page SOQ.

B. Project Approach/Work Plan. Provide a general description of your approach towards the successful and timely completion of the project. Identify any critical issues or potential problems and discuss how your firm will address them. Include a description of all work that will be subcontracted to others. Also include your expectations of the work to be performed by SCWA staff. Provide an estimate of labor hours for each of your key team members to indicate the level of effort that you anticipate for completing or addressing the major tasks of this project. Please do not include cost information in this section of the proposal.

C. Schedule. Provide a schedule and sequence of events for completing the proposed project, including a statement of when the work can begin. Identify project milestones on the schedule. Your schedule should take into consideration the SCWA’s policies and the procedures that are involved in getting the project completed.

D. Cost Information. In a separately uploaded document provide a detailed estimate of costs to complete the work items related to this contract. This detail should incorporate the “level of effort” information provided in the Project Approach/Work Plan section of your proposal. It should include sub-totaled costs for your major task items in addition to the estimated total cost for the completed project. List costs for subcontracted work separately. Show name of subcontractor, type of work, unit and total charges for each type of work. Also provide your fee schedule that shows all the hourly rates and fees that will be applied for all work and deliverables related to this contract.

E. Affiliation/Accreditations. Provide a listing of all professional affiliations and accreditations held by the firm. Also include a list of any certificates held by personnel proposed for assignment to this project.

I. Sub-consultants, Sub-contractors, Other Service Providers and Suppliers. If the prime consultant intends to solicit sub-proposals and/or quotes for certain tasks on this project from qualified sub-consultants, subcontractors, other service providers and suppliers, the prime consultant must not discriminate in the solicitation process and is encouraged to include qualified minority and women-owned firms in such solicitation opportunities.

Substitution of any sub-consultants, subcontractors, other service providers and suppliers identified in the agreement shall not be made without the written consent of SCWA.

2.4 Proposal submission

Proposals must be received by the submission deadline in OpenGov Procurement via the solicitation link at:

https://procurement.opengov.com/portal/saccounty/projects/168485

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

2.5 Questions and communication

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

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

2.6 Addenda

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

https://secure.procurenow.com/login https://secure.procurenow.com/login

Addenda will be posted in OpenGov Procurement. It is the responsibility of each prospective Proposer to assure receipt of all addenda.

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

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

2.8 Proposer’s right to edit or cancel proposal

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

2.9 Proposals will not be returned

Upon submission, proposals will not be returned.

2.10 Public disclosure of proposal documents

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

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

In order for the Agency to assert the confidentiality of any such information in the event a Public Record Act request is received, the Proposer must request, execute and submit an Agency-prepared written agreement to defend and indemnify the Agency for any liability, costs and expenses incurred in asserting such confidentiality as part of the proposal. A copy of that written agreement is attached as Attachment 2.

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

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

2.11 Proposer’s costs

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

2.12 Proposer’s ideas

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

2.13 Collusion

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

2.14 Conflict of interest

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

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

3 Evaluation and Selection

3.1 Proposal evaluation and recommendation for selection

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

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

The County will issue a Notice of Intent to Award (NOIA) to be published on OpenGov Procurement naming County’s selected consultant following completion of the evaluation process.

3.2 Evaluation of responsiveness

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

3.3 Evaluation of responsibility

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

3.4 Evaluation panel and evaluation criteria

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

Evaluation criteria shall include the following: Quality of the proposed services, including:

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

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

• Quality of the proposed schedule/work plan/implementation

2. Experience and qualifications, including:

• Experience/qualifications of firm and PM team

• Expertise of staff

• Capability

• Past performance

• References

3. Quality of proposal compliance, including:

• Compliance with proposal format & content

• Acceptance of the Agency’s terms and conditions (Attachment 1)

The Agency will consider the trade-off between proposed cost and the other evaluation criteria in determining which proposal is most advantageous to the Agency. Sealed cost will be opened and used during the evaluation process to inform forced ranking evaluation.

3.5 Execution of contract

The selected proposer shall execute an agreement with the County of Sacramento, using the standard consulting agreement (Attachment 1). Any requested revisions, deletions, or additions, to the language in the attached sample agreement shall be clearly set forth in the proposal for the County’s consideration.

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

4 Attachments

Attachment 1– Sacramento County Water Agency Standard Consulting Agreement

Attachment 2 – Written Agreement to Indemnify for Release of Propriety Information

Contract No.

SACRAMENTO COUNTY WATER AGENCY

AGREEMENT FOR

XXXXXXXXXXXXXXXX

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

RECITALS

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

1. SCOPE OF SERVICES

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

2. TERM

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

3. NOTICE

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

TO AGENCY:

Attn: Project Manager Address

TO CONSULTANT:

Attn:

Firm Name Address

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

4. COMPLIANCE WITH LAWS

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

County laws, regulations and ordinances.

B. Economic Sanctions: Pursuant to California State Executive Order N-6-22 (Order) imposing economic sanctions against Russia and declaring support of Ukraine, COUNTY

Attachment 1 –Sacramento County Water Agency Standard Consulting Agreement shall terminate any contract with any individual or entity that is in violation of the Order or that is subject to economic sanctions therein, and shall not enter a contract with any such individual or entity while the Order is in effect.

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

5. GOVERNING LAWS AND JURISDICTION

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

6. LICENSES, PERMITS AND CONTRACTUAL GOOD STANDING

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

AGENCY.

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

7. PREVAILING WAGES

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

8. PERFORMANCE STANDARDS

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

9. OWNERSHIP OF WORK PRODUCT

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

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

10. STATUS OF CONSULTANT

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

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

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

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

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

FOR OUT OF STATE CONSULTANTS ONLY

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

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

11. CONSULTANT IDENTIFICATION

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

12. COMPLIANCE WITH CHILD, FAMILY AND SPOUSAL SUPPORT REPORTING

OBLIGATIONS

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

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

13. BENEFITS WAIVER

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

14. RETIREMENT BENEFITS/STATUS

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

15. CONFLICT OF INTEREST

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

16. LOBBYING AND UNION ORGANIZATION ACTIVITIES

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

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

17. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND FACILITIES

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

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

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

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

18. INDEMNIFICATION

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

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

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

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

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

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

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

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

19. INSURANCE

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

20. INFORMATION TECHNOLOGY ASSURANCES

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

21. COMPENSATION AND PAYMENT OF INVOICES LIMITATIONS

A. Compensation under this Agreement shall be limited to the Maximum Total Payment

Amount set forth in Exhibit C, or Exhibit C as modified by AGENCY in accordance with express provisions in this Agreement.

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

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

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

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

applicable subcontract expenditures; applicable overhead and indirect expenditures.

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

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

23. SUBCONTRACTS, ASSIGNMENT

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

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

24. AMENDMENT AND WAIVER

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

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

25. SUCCESSORS

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

26. TIME

Time is of the essence of this Agreement.

27. INTERPRETATION

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

28. DIRECTOR

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

29. DISPUTES

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

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

30. TERMINATION

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

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

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