Visalia City Council
May 5, 2025

Medical Director Services
RFP No. 23-24-26

CITY OF VISALIA, CA

REQUEST FOR PROPOSALS
RFP NO. 23-24-26

MEDICAL DIRECTOR SERVICES
Annual Contract

DESCRIPTION:

The City of Visalia is seeking proposals from qualified individuals or firms to provide Medical Director Services for the City of Visalia Fire Department’s Emergency Medical Services (EMS) program as specified in this Request for Proposals.

PROPOSER CONFERENCE:

On Thursday, February 13, 2025 at 10:00am, an informational proposer conference will be held via Teams Meeting.

To pre-register for this conference and obtain the link or call-in instructions, please email your contact information to [email protected].. This is an opportunity to ask questions about the services to be provided and the Request for Proposal requirements.

SUBMITTAL DEADLINE:

One (1) unbound original and four (4) copies, plus (1) copy on a flash drive must be received no later than: 2:00 p.m. on Thursday, March 6, 2025. Proposals received after the time and date stated above shall be returned unopened to the proposer. Emailed proposals will not be accepted.

SUBMITTAL INSTRUCTIONS:

Addressed to : Purchasing Division
707 W. Acequia Avenue, Visalia, CA 93291

From: Proposer’s Name & Mailing Address

Mark envelope : RFP No 23-24-26
Medical Director Services

INQUIRIES:

Questions/clarification of this document or the scope of services should be addressed to the Purchasing Division (559) 713-4334. To prevent misinterpretation, the Purchasing Division prefers that all questions be sent in writing via email to [email protected]. Questions may be asked at any time prior to, but no later than Thursday, February 20, 2025 at 4:00pm.

Medical Director Services
RFP No. 23-24-26

CITY OF VISALIA, CALIFORNIA

REQUEST FOR PROPOSALS
RFP 23-24-26

SEALED PROPOSALS will be received by the Purchasing Division located at 707 West Acequia, Visalia, CA 93291, until 2:00 p.m. on Thursday, March 6, 2025 for:

Medical Director Services

An informational proposer conference will be held on Thursday, February 13, 2025 at 10:00am via Teams Meeting. To pre-register for this conference and obtain the link or call-in instructions, please email your contact information to [email protected].

Contract documents may be obtained in the office of the Purchasing Division, 707 W. Acequia Ave., Visalia, California 93291, by calling (559) 713-4334, or emailing [email protected].

The City hereby affirmatively assures that Minority Business Enterprises and Disadvantaged Business Enterprises (DBE) will be afforded full opportunity to submit proposals in response to this notice. Individuals and/or entities submitting bids/proposals to the City of Visalia will not be discriminated against on the basis of age, race, religion, creed, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, gender, gender identity or expression, sexual orientation, or military and veteran status in any consideration leading to the award of contract.

No qualified disabled person shall, on the basis of disability, be excluded from participating in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity leading to the award of a contract.

Executive Order N-6-22 – Russia Sanctions On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. By submitting a bid or proposal, Contractor represents that it is not a target of Economic Sanctions. Should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Contractor’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

The right is reserved by the City of Visalia to reject any or all proposals, to waive any irregularities or informalities not affected by law, to evaluate the proposals submitted and to award the contract according to the proposal which best serves the interests of said City.

Publication Dates: 01/31/25 & 02/05/25

Medical Director Services
RFP No. 23-24-26

TABLE OF CONTENTS

TITLE PAGE
I. Definitions ............................................................................................................................................. 4

II. Introduction .......................................................................................................................................... 4 A. Information .............................................................................................................................. 4 B. Background .............................................................................................................................. 4 C. Purpose and Objective ............................................................................................................. 5 D. RFP/Agreement Schedule ........................................................................................................ 5

III. Scope of Services .................................................................................................................................. 5 A. Qualifications ........................................................................................................................... 5 B. Services of the Consultant ....................................................................................................... 5 C. City Responsibilities ................................................................................................................. 6

IV. Proposal Content and Format Requirements ....................................................................................... 6 A. General Information ................................................................................................................ 6 B. Proposed Project Approach ..................................................................................................... 6 C. Staff Qualifications and Related Experience............................................................................ 7 D. Proposed Fee Structure ........................................................................................................... 7 E. Conflict of Interest ................................................................................................................... 7 F. Required Documents ............................................................................................................... 7

V. Consultant Selection Procedure ........................................................................................................... 8 A. Criteria & Weight ..................................................................................................................... 8 B. Background Check ................................................................................................................... 9 C. Award of Contract.................................................................................................................... 9

VI. General Conditions .............................................................................................................................. 9 A. Important Notice ..................................................................................................................... 9 B. Contracting Agency .................................................................................................................. 9 C. Legal Responsibilities ............................................................................................................... 9 D. Permits and Licenses ............................................................................................................... 9 E. Insurance ............................................................................................................................... 10

VII. Contract Requirements ....................................................................................................................... 11 A. Withdrawal of Proposals ....................................................................................................... 11 B. Rejection of Proposals ........................................................................................................... 11 C. Evaluation/Award of Contract ............................................................................................... 11 D. Proposal Pricing Guidelines ................................................................................................... 12 E. Assignment of Contract ......................................................................................................... 12 F. Right to Require Performance ............................................................................................... 12 G. Ethics in Public Contracting ................................................................................................... 12 H. Equal Employment Opportunity ............................................................................................ 13 I. Venue ..................................................................................................................................... 13 J. Proprietary Information ......................................................................................................... 13 K. Incurring Costs ....................................................................................................................... 13 L. Firearms Prohibited ............................................................................................................... 13 M. Executive Order N-6-22 – Russia Sanctions ........................................................................... 13

Required Forms to be submitted with Proposal ......................................................................................... 14-21 Sample Agreement ..................................................................................................................................... 22-27

Medical Director Services
RFP No. 23-24-26

I.

DEFINITIONS

For the purposes of RFP No. 23-24-26, the following terms shall have the meanings indicated:

1. “City” means the City of Visalia

2. “City Council” means the Council of the City of Visalia

3. "Bidder", "Vendor", "Supplier", “Consultant”, “Contractor” and “Sub-recipient” are used interchangeably throughout this invitation to mean the person, firm, or corporation or other entity submitting a Bid in response to the Request for Bid.

4. “Bid” and “Proposal” are used interchangeably to mean an individual’s or entity’s offer in response to this Request for Proposal.

5. “RFP” means Request for Proposal No. 23-24-26.

II.

INTRODUCTION

A. Information
The City of Visalia is requesting proposals from qualified individuals or firms to provide Medical Director Services for the City of Visalia Fire Department’s Advanced Life Support (ALS) Emergency Medical Services (EMS) program.

Medical Director Services will be performed in accordance with the terms, conditions, and specifications contained herein.

The initial contract term shall be for a twelve (12) month period and shall, at the City’s option and with the consent of the CONSULTANT, be extended annually thereafter for four (4) consecutive one-year periods.

This Request for Proposals is being issued by the City of Visalia Purchasing Division. Unless otherwise directed, all communications regarding this Request for Proposals should be directed to the Purchasing Division, at (559) 713- 4334 or via email at [email protected].

An informational proposer conference will be held on Thursday, February 13, 2025 at 10:00am via Teams Meeting.

To pre-register for this conference and obtain the link or call-in instructions, please email your contact information to [email protected]. This is an opportunity to ask questions about the services to be provided and the Request for Proposal requirements.

Any revisions to the Request for Proposals will be issued and distributed as addenda. Proposers are encouraged to submit any questions or items for clarification in writing via email to the Purchasing Division. Proposers are specifically directed not to contact any other City personnel for meetings, conferences, or technical discussions related to this Request for Proposal. Failure to adhere to this policy may be grounds for rejection of proposals.

Local Vendor Preference Policy: In an effort to encourage local businesses to provide goods and services to the City, Council has enacted a local vendor preference policy. The local preference will apply to any business that has a business address within Tulare County for a minimum of six months. A Post Office Box will not be accepted as a business address. The City reserves the right to request proof of Tulare County address. 5 points (Local Vendor Preference Points) will be given to any Proposer who has a business address in Tulare County for the past six months.

B. Background
Visalia is located east of State Highway 99 and along State Highway 198. The City’s population is approximately 144,000. The incorporated area covers approximately 25 square miles. The City’s Fire Department provides Advanced Life Support (ALS), Basic Life Support Services (BLS) and is responsible for the Emergency Medical Services Program operating within the Central California Emergency Medical Services Agency.

Visalia Fire Department currently responds to approximately 17,000 calls for service annually. The Visalia Fire Department provides an ALS service by staffing five engines, one truck, and one quint apparatus with at least one paramedic 24-hours a day. Additionally, the Department staffs two paramedic squad units with two paramedics. Two Squads are staffed during the day Monday through Friday and one Squad is staffed on Saturdays and Sundays.

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RFP No. 23-24-26

C. Purpose, Objective and Services to be Provided
The purpose of this RFP is to secure the services of an experienced Medical Director for the leadership and guidance of Visalia Fire Department’s Advanced Life Support (ALS) Emergency Medical Services (EMS) Program.

The City’s objectives are that there be effective communication and coordination between Visalia Fire Department, Consultant, and third parties involved to successfully provide pre-hospital medical care and continuous quality improvement of the EMS program.

The selected Medical Director will be responsible for overseeing the emergency medical operations of the Visalia Fire Department, determining the medications to be administered by EMT-Ps and EMTs, and ensuring the EMS program complies with federal, state, and local regulations.

The Medical Director shall perform the services under this agreement as an independent consultant and nothing contained herein shall be construed to be inconsistent with this status.

D. RFP/Agreement Schedule

Event Date of Event
RFP Available to the public .................................................................................... January 31, 2025 Informational Proposal Conference @ 10:00 a.m ................................................ February 13, 2025 Deadline for written questions............................................................................... February 20, 2025 RFP due at 2:00 pm at 707 W Acequia ...................................................................... March 6, 2025 Short list established and vendors notified ....................................................................... April, 2025 Interviews/Presentations with short-listed vendors (if required) ....................................... April, 2025 Award of Contract @ City Council Meeting ..................................................................... .May, 2025 Contract Begins ................................................................................................................. July, 2025

Italicized items and dates are at the City’s option. The City reserves the right to award contract solely on the basis of proposal content.

III.

SCOPE OF SERVICES

A. Qualifications
The Consultant must meet the following qualifications:

 Currently certified by the American Board of Emergency Medicine

 EMS Board Certified or have 5 or more years of experience in field of EMS

 Lives within 20 miles of the City of Visalia and practices Emergency Medicine in the City of Visalia

B. Services of the Consultant
The Consultant, as a Medical Director for the Visalia Fire Department, shall provide the following services:

 Medical leadership and oversight of the EMS program

 Ensures patient safety and patient outcomes improvement initiatives are established

 Annually review EMS Protocols to ensure accuracy within local, state, and federal standards of care guidelines.

 Oversight and coordination of controlled drug program

 Oversight and coordination of medical prescription drugs, supplies, and equipment

 Participation in four or more VFD hosted EMS education and training sessions annually and present at one of these sessions annually

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 Oversight in all phases of EMS continuous quality improvement and assurance to include direct involvement in remedial and corrective action plans

 Oversight in EMS education, lectures, and skill competencies and offer input and feedback accordingly to training content and delivery

 Participation in paramedic probationary evaluations as needed

 Consult for Fire Department behavioral health and wellness and be available as a resource for department peer support team as needed

 May participate in field ride outs and respond to medical aid calls to provide direct observation and clinical oversight

 The medical director’s designee will be the fire department EMS Coordinator

The awarded consultant is to provide, prior to the issuance of the contract, a certificate of insurance that includes the coverages listed under section VI, General Conditions, subsection E, Insurance (page 10).

C. City Responsibilities

1. Compensate the consultant as provided in the agreement.

2. Provide a "City Representative", who will represent the City and who will work with the consultant in carrying out the provisions of the RFP. The Consultant shall communicate with the City representative who will provide the following services:
 Examine documents submitted to the City by the Consultant and render timely decisions pertaining thereto.
 Give reasonably prompt consideration to all matters submitted by the Consultant for approval to the end that there will be no substantial delays in the Consultant's program of work.  Process invoices submitted by Consultant
 Provide Consultant with documentation, if available and necessary for completion of Consultant’s work.  Act as coordinator between Consultant and other City representatives.

IV.

PROPOSAL CONTENT AND FORMAT REQUIREMENTS

The following are proposal requirements. Respondents are requested to organize their proposal into sections with tabs corresponding to the listed selection criteria as follows. You must answer the following questions in the same sequence as below. A screening committee will evaluate the completeness of the response to the RFP.

A. General Information
 Firm name, address, telephone number, and email address.

 Account Representative or other person to contact for clarification of any item contained in the proposal.

Include telephone number and email address if different from above.

 Specify type of organization (individual, partnership or corporation).

 Personnel of the Proposer’s Firm must be identified in the proposal with their background and the firm must give assurances of continuity of its personnel. A contact person needs to be identified.

 Three (3) professional references with contact information.

B. Proposed Project Approach
Summarize your approach and understanding of the services to be performed and any special considerations of which the City of Visalia should be aware. Indicate clearly, the levels of participation you will expect from City of

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RFP No. 23-24-26

Visalia staff in the fulfillment of the contract. The contents of this section shall be determined by the proposer, but should demonstrate an understanding of the special characteristics of the services to be provided.

Please provide responses to the following supplemental questions:
 What do you consider to be the most critical elements of a well-delivered EMS system?  What do you see as the future (over the next 10 years) of EMS?

Exceptions to the requirements of the RFP should be clearly delineated in this section.

In addition, you are invited to include a maximum of two (2) pages of information not included, nor requested in this RFP, if you feel it may be useful and applicable to this project.

The information in this section will aid the City in the refinement of the scope of work during contract negotiations.

C. Staff Qualifications and Related Experience

1. Staff Qualifications and Experience
This section should demonstrate the qualifications of all professional personnel to be assigned to this project by providing resumes/experience summaries describing their education, credentials, related experience and their proposed roles for this contract. Include various licenses and certifications that pertain to the qualifications listed in this RFP. Note: Consultant may not substitute any member of the project team without prior written approval of the City.

If your firm intends to subcontract any of the services required under this RFP it should be discussed in this section. Detailed information for each subcontractor must be provided. No work may be subcontracted, nor assigned, without prior written approval of the City of Visalia.

2. Related Experience
Include descriptive information concerning the experience of the firm. Provide references for the three (3) most comparable entities for which your firm has provided, or currently is providing, similar services. For each entity reference, include the client contact, the client’s phone number and email, the dates the service was provided, and description of the scope of services provided. The City is especially interested in your firm's experience in providing Medical Director Services.

D. Proposed Fee Structure
Provide proposed fees and cost information for all services to be provided in the following format:

 Include a total monthly cost to provide services, based on the scope of work as outlined in this RFP. This cost will be used as a basis for negotiations.

The fee proposal along with the proposed project approach, will be used as a basis for any contract negotiations. The actual scope of services and fees included in the contract may be negotiated and may vary to satisfy the City’s actual needs.

E. Conflict of Interest
 Disclose any financial, business or other relationship with the City or any member of the City staff that may have an impact on the outcome of the project.

 List current clients who may have a financial interest in the outcome of the project.

F. Required Documents
Complete and submit the following documents:

 Non-Collusion Affidavit (Page 14)
 Workers’ Compensation Insurance Certificate (Page 15)  Equal Employment Opportunity Compliance Certificate (Page 16)  Bidder’s Statement on Previous Contracts Subject to EEOC (Page 17)  Americans with Disabilities Act Compliance Certificate (Page 18)  Ownership Disclosure and Levine Act (Page 19)

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 Drug-Free Workplace Certification (Page 20)
 Iran Contracting Act (Page 21)
 All addenda issued for this RFP must be signed and submitted with proposal.

V.

CONSULTANT SELECTION PROCEDURE

Selection of the successful proposal shall be generally based on the information provided by the Consultant in response to the Request for Proposals and any subsequent interviews that may be conducted. Consultant interviews will be held solely at the option and discretion of the City of Visalia.

The process for selection shall occur in the following sequence:

 Review Proposals
 Establish a “short list” of three or more firms
 Interview “short-listed” firms (at the option and discretion of the City)  Identify best qualified firm
 Determine which, if any, alternates will be selected, and negotiate a fee  Award contract

A project Selection Committee, as deemed necessary, will be formed to evaluate the proposals and to make recommendation to the Visalia City Council. This committee may consist of representatives of the user department, members of the community, and members of the Council, or may include a representative knowledgeable in Emergency Medical Services Program from outside of the community. Composition and creation of this committee, should one be formed, is at the sole discretion of the City. Names of the Committee members, should one be formed, will not be released prior to the time for interviews.

The Committee will review the proposals for format to ensure conformance with the requirements of the RFP and may select finalists to interview with the Committee as a part of the Committee's evaluation process. The City does not guarantee that an interview will take place, thus reserving the right to select a consultant based solely on the information provided in the proposals received in response to the RFP. Should an interview take place, the key personnel responsible for fulfilling the requirements of the project shall be required to be present for the interview.

A. Criteria & Weight of Criteria
The Committee will address the following criteria in evaluation of proposals in order to gauge the ability of a consultant to perform the contract as specified. The same general criteria will be used to judge both the proposal and the presentation, should the City choose to conduct interviews with short-listed firms. Additionally, 5 points (Local Vendor Preference Points) will be given to any Proposer who has a business address in Tulare County for the past six months (see Section II, Instructions).

Criteria Explanation Weight/Points
Merit of Proposals Submittal /
Presentation
 Proposals submittal thoroughness 15
Knowledge and Expertise of
Personnel/Firm
 Capability of personnel
 Staff qualifications
 Knowledge in EMS Program
25 Understanding of Project  Knowledge of services to be provided as described in Proposer’s project approach.
20 Cost  Evaluation of proposed fee 15
Record of Past Performance  References
 Ability to work effectively with City staff, other public agencies and related parties.
20 Local Vendor Preference  Proposers with a Tulare County Business address as specified in Section II
5 Prior to the award of contract, the City must be assured that the proposer selected has all of the resources required to successfully perform under the contract. This includes, but is not limited to, personnel with the skills required,

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equipment/materials and financial resources sufficient to provide services called for under this contract. If, during the evaluation process, the City is unable to assure itself of the proposer’s ability to perform under the contract, if awarded, the City has the option of requesting from the proposer, any information that the City deems necessary to determine the proposer’s capabilities. If such information is required, the proposer will be notified and will be permitted seven (7) working days to submit the requested information.

B. Background Check
The City reserves the right to conduct a background inquiry of each proposer which may include the collection of appropriate criminal history information, contractual and business associations and practices, employment histories and reputation in the business community. By submitting a proposal to the City, the proposer consents to such an inquiry and agrees to make available to the City such books and records as the City deems necessary to conduct the inquiry.

C. Award of Contract
The successful firm will be required to execute a contract with the City of Visalia. A Draft Agreement has been included in this RFP to alert proposers to the provisions generally found in City contracts. The Draft Agreement may be altered from the enclosed form at the discretion of the City and without notice to consultant prior to award of contract. The City does not guarantee that the Final Agreement will duplicate the enclosed Draft Agreement.

VI.

GENERAL CONDITIONS

A. Important Notice
The City of Visalia will not be responsible for oral interpretations given by any City employee, representative, or others. Proposers are cautioned that any statements made that materially change any portion of the proposal documents shall not be relied upon unless subsequently ratified by a formal written amendment to the proposal document. The issuance of a written addendum is the only official method whereby interpretation, clarification, or additional information can be given. If any addenda are issued to this Request for Proposals, the City will attempt to notify all prospective vendors who have secured same. However, it will be the responsibility of each vendor, prior to submitting their proposal, to contact the Purchasing Division, located at 707 W. Acequia, Visalia, CA 93291, (559) 713-4334 to determine if addendums were issued and to make such addendum a part of the proposal.

B. Contracting Agency
The contract resulting from this Request for Proposals will be administered by the City of Visalia Administrative Services Department, Purchasing Division.

C. Legal Responsibilities
All proposals must be submitted, filed, made, and executed in accordance with State of California and Federal laws relating to proposals for contracts of this nature whether the same or expressly referred to herein or not. By submitting a proposal, Consultant certifies that he or she will comply with all Federal laws and requirements, including but not limited to Equal Employment Opportunity, Disadvantaged Business Enterprise, Labor Protection and other laws and regulations applicable to contracts utilizing Federal funds.

D. Permits and Licenses

1. Business Tax Certificate
Possession of a City of Visalia Business Tax Certificate is not required to submit a proposal in response to this invitation. However, Consultant shall be required to possess, at his/her own expense, a valid and current City of Visalia Business Tax Certificate, prior to commencing work. Fee is based on gross receipts for all business transactions in the City of Visalia. For additional information, contact the City of Visalia at (559) 713-4326.

2. Professional License
Consultant is to be licensed in accordance with the California Business and Professions Code and is to possess current professional registration and be licensed to perform work in the State of California.

3. Permits
Consultant shall be required to obtain and maintain at his/her own expense, any and all permits, licenses and certifications issued by any federal, state or local governmental agency, pertaining to, and necessary for providing the services required in this Request for Proposals.

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E. Insurance

Indemnification and Insurance
As respects acts, errors, or omissions in the performance of services, CONTRACTOR agrees to indemnify and hold harmless CITY, its elected and appointed officers, employees, and CITY designated volunteers from and against any and all claims, demands, losses, defense costs, liability or consequential damages arising directly out of CONTRACTOR’s negligent acts, errors or omissions in the performance of his/her services under the terms of this Agreement; except to the extent those arise out of the negligence of CITY.

CITY agrees to indemnify and hold harmless CONTRACTOR, its officers, employees, and designated volunteers from and against any and all losses, defense costs, liability or consequential damages to the extent arising out of CITY’S negligent acts, errors or omissions in the performance of this Agreement.

As respects all acts or omissions which do not arise directly out of the performance of services, including but not limited to those acts or omissions normally covered by general and automobile liability insurance, CONTRACTOR agrees to indemnify, defend (at CITY’s option), and hold harmless CITY, its elected and appointed officers, agents, employees, representatives, and volunteers from and against any and all claims, demands, defense costs, liability, or consequential damages of any kind or nature arising out of or in connection with CONTRACTOR’s (or CONTRACTOR’s subcontractors, if any) performance or failure to perform, under the terms of this Agreement; except to the extent those which arise out of the negligence of CITY.

Without limiting CITY’s right to indemnification, it is agreed that CONTRACTOR shall secure prior to commencing any activities under this Agreement, and maintain during the term of this Agreement, insurance coverage as follows:

 Workers’ Compensation insurance as required by California statutes.

 Commercial general liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance shall include coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products and Completed Operations Liability, Broad Form Property Damage (if applicable), Independent Contractor’s Liability (if applicable).

 Medical Malpractice coverage, in an amount not less than One Million Dollars ($1,000,000).

 Sexual Misconduct and Molestation Liability with minimum limit of One Million Dollars ($1,000,000) per occurrence.

 Comprehensive Automobile Liability coverage with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. Such insurance shall include coverage for owned, hired, and non-owned automobiles and shall be provided by a business automobile policy.

Each insurance policy required by this Agreement shall contain the following clause:

“This insurance shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days prior written notice has been given to the City Clerk, City of Visalia, 707 W. Acequia, Visalia, CA 93291, with the exception of cancellation for non-payment of premium, in which case ten (10) days’ notice shall be given”

In addition, the Commercial general liability and comprehensive automobile liability policies required by this Agreement shall contain the following clauses:

“It is agreed that any insurance maintained by the City of Visalia shall apply in excess of and not contribute with insurance provided by this policy.”

“The City of Visalia, its officers, agents, employees, representatives and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Visalia.”

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The successful bidder shall maintain the insurance for the life of the contract. Endorsements are to be received and approved by the City before work commences. Should contractor cease to have insurance as required during any time, all work by contractor pursuant to this agreement shall cease until insurance acceptable to the City is provided.

VII.

EXAMINATION OF CONTRACT REQUIREMENTS AND ACCEPTANCE OF

PROPOSAL CONTENT

Before submitting a proposal, proposer’s must satisfy themselves by personal examination of the proposal requirements and other contract documents, and by any other means as they may believe necessary, as to the actual conditions, requirements, and difficulties under which the work must be performed and to verify any representations made by the City of Visalia, upon which the offerer will rely.

The submission of a proposal shall be considered conclusive evidence that the proposer has carefully investigated all conditions that affect, or may at some future date affect the performance of services covered by this solicitation, and is satisfied as to the character, quality, and quantities of work to be performed and as to the requirements of the proposal. Submission of a proposal shall also be evidence that the proposer is familiar with directives that in any way affect prosecution of the work or persons engaged or employed in the work.

No proposer shall at any time after submission of a proposal make any claim or assertion that there was any misunderstanding or lack of information regarding the nature or amount of work necessary for satisfactory performance under the contract. If the proposer receives an award as a result of this Request for Proposals, failure to have made such investigations and examinations will in no way relieve the proposer from its obligations to comply in every detail with all provisions and requirements of the contract documents, nor will a plea of ignorance of such conditions and requirements be accepted as a basis for claim whatsoever by the proposer for additional compensation. Any errors, omissions, or discrepancies found in the specifications or other contract documents shall be called to the attention of the City and clarified prior to the submission of proposals.

Should the proposer feel there has been a supplemental or oral modification, it shall be his responsibility to verify said modification in writing prior to submission of the proposal.

The contents of the proposal of the successful proposer shall become contractual obligations if procurement action ensues. Failure to accept these obligations in a contractual agreement shall result in cancellation of award.

A. WITHDRAWAL OF PROPOSALS
Any proposal may be withdrawn at any time prior to the time fixed in the public notice for the receipt of proposals, only by written request for the withdrawal of the proposal filed with the Purchasing Division. The request shall be executed by the proposer or his duly authorized representative. The withdrawal of a proposal does not prejudice the right of the proposer to file a new proposal. No proposal may be withdrawn after the time fixed in the public notice for the receipt of proposals.

B. REJECTION OF PROPOSALS
Failure to meet the requirements of the RFP may be cause for rejection of the proposal. The City may reject the proposal if it is deemed incomplete, contains irregularities of any kind or is offered conditionally. The City reserves the right to reject any and all proposals without cause.

The proposal is to be prepared in such a way as to provide a straightforward, concise delineation of the information requested. Proposals which contain false or misleading statements, or which do not support an attribute or condition claimed by the proposer, may be cause for rejection of the proposal. If, in the opinion of the City, such information was intended to mislead the City in its evaluation of the proposal, it will be cause for rejection of the proposal.

C. EVALUATION/AWARD OF CONTRACT
Evaluation and selection of proposals will be based on the information called for in this RFP. Brochures or other promotional presentations beyond that sufficient to submit a complete and effective proposal are not desired.

Elaborate artwork, expensive paper or binders, and expensive visuals are not necessary.

Proposals will be evaluated by a Selection Committee. In connection with its evaluation, the City may, at its option, invite one or more proposers to make an oral presentation to the Selection Committee. During these interviews, the

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proposers will be allowed to present such evidence as may be appropriate in order that the Committee can correctly analyze all materials and documentation submitted as a part of the proposals.

The award, if made, will be made within ninety (90) days from proposal closing date. Proposer agrees and so stipulates in submitting this proposal, as though stated therein, and in any subsequent award of contract that:

1. Proposer is an independent contractor, not an employee, agent, or officer of the City.

2. Contract, should it be awarded, shall be interpreted, construed, and given effect in all respects according to the laws of the State of California.

3. Should proposer be awarded contract, proposer shall not assign contract, or any part thereof, or any moneys due or to become due thereunder, without prior consent of the City.

4. Proposer shall indemnify and hold harmless the City, its officers, officials, employees, and agents from and against all claims, damages, losses, and expenses caused in whole or in part by any negligent act or omission of the proposer, its consultants, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct by the City.

5. Proposer shall hold the City harmless from liability of any nature or kind, including cost and expenses for infringement or use of any copyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract.

6. Proposer warrants that no gratuities, in the form of gifts, entertainment, or otherwise, were offered or given by the proposer, to any officer or employee of the City with a view toward securing the contract or securing favorable treatment with respect to any determination concerning the performance of the contract. For breach or violation of this warranty, the City shall have the right to terminate the contract, either in whole or in part. The rights and remedies of the City provided in this clause shall not be exclusive, and are in addition to any other rights and remedies provided by law or under the contract.

D. PROPOSAL PRICING GUIDELINES
Proposer shall provide proposed fees and cost information as a part of this Request for Proposals.

E. ASSIGNMENT OF CONTRACT
No assignment by the vendor of the contract or any part hereof, or of funds to be received there under, will be binding upon the City unless such assignment had prior written approval and consent of the City. In the event the City gives such consent, the terms and conditions of the agreement shall apply to, and bind the party or parties to whom such work is assigned, sublet or transferred.

F. RIGHT TO REQUIRE PERFORMANCE
The failure of the City at any time to require performance by the proposer of any provisions hereof shall in no way affect the right of the City thereafter to enforce the same. Nor shall waiver by the City of any breach of any provision hereof be taken or held to be waiver of any succeeding breach of such provision or as a waiver of any provision itself.

G. ETHICS IN PUBLIC CONTRACTING
Each proposer, by submitting a proposal, certifies that it is not a party to any collusive action or any action that may be in violation of the Sherman Antitrust Act by submitting a proposal, the proposer certifies that its proposal was made without fraud; that it has not offered or received any kickbacks or inducements from any other proposer in connection with the request for proposal; and that it has not conferred on any public employee, public member or public official having responsibility for this procurement transaction, any payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value. The proposer further certifies that no relationship exists between itself and the City or another person or organization that interferes with fair competition or constitutes a conflict of interest with respect to a contract with the City of Visalia.

Prior to the award of any contract, the potential Consultant may be required to certify in writing to the Purchasing Division that no relationship exists between the proposer and any City employee, officer, official or agent that interferes with fair competition or is a conflict of interest with respect to a contract with the City of Visalia.

Medical Director Services
RFP No. 23-24-26

More than one proposal from an individual, firm, partnership, corporation or association under the same or different names may be rejected. Reasonable grounds for believing that a proposer has interest in more than one proposal for the work solicited may result in rejection of all proposals in which the proposer is believed to have an interest.

H. EQUAL EMPLOYMENT OPPORTUNITY
During the performance of the contract, proposer agrees to the following:

1. Proposer shall comply with all the requirements, when applicable, of the California Fair Employment Practice Commission and provisions of, when applicable, all Federal, State of California, County of Tulare and City of Visalia laws and ordinances related to employment practices.

2. Proposer shall not discriminate against any employee or applicant for employment on the basis of race, religion, color, gender, age, handicap, national origin or ancestry, except when such a condition is a bona fide occupational qualification reasonably necessary for the normal operations of the proposer. The proposer agrees to post in conspicuous places, visible to the employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause.

3. Proposer, in all solicitations or advertisements for employees, placed by, or on behalf of the proposer, shall state that proposer is an Equal Opportunity Employer.

I. VENUE
Any contract resulting from this solicitation shall be governed by, and construed in accordance with, the laws of the State of California. Venue for any litigation arising out of the contract will be vested in Tulare County, California.

J. PROPRIETARY INFORMATION
The proposals received shall become the property of the City of Visalia and are subject to public disclosure. Proposal prices and information submitted by proposers will be made available to proposers after City Council has approved award of contract. Proposers are to indicate any restrictions on the use of data contained in their responses. Those parts of a proposal which are defined by the proposer as business or trade secrets, as that term is defined in California Government Code, Section 6254.7, and are reasonably marked as “Trade Secrets”, “Confidential” or “Proprietary” shall only be disclosed to the public if such disclosure is required or permitted under the California Public Records Act or otherwise by law. Proposers who indiscriminately and without justification identify most, or all, of their proposal as exempt from disclosure may be deemed non-responsive.

K. INCURRING COSTS
The City of Visalia is not liable for any cost incurred by proposers in responding to this Request for Proposals.

L. FIREARMS PROHIBITED
Guns may not be carried by contractors/vendors/consultants while working on City of Visalia premises without the expressed written approval of a City of Visalia Department Head, or an exemption in the contract. If a contractor/vendor/consultant is caught carrying a gun, without City permission, their contract will be terminated.

M. Executive Order N-6-22 – Russia Sanctions
On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. By submitting a bid or proposal, Contractor represents that it is not a target of Economic Sanctions. Should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for rejection of the Contractor’s bid/proposal any time prior to contract execution, or, if determined after contract execution, shall be grounds for termination by the State.

Medical Director Services
RFP No. 23-24-26

NON-COLLUSION AFFIDAVIT
(Title 23 United States Code Section 112 and Public Contract Code Section 7106) Submit With Proposal

In accordance with Title 23 United States Code section 112 and Public Contract Code 7106 the bidder declares that bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid.

__________________________________________ ________________________ Signature Date

Note: The above Non-collusion Affidavit is part of the Bid/Proposal.

Bidders are cautioned that making a false certification may subject the certifier to criminal prosecution.

Medical Director Services
RFP No. 23-24-26

WORKERS’ COMPENSATION INSURANCE CERTIFICATE
(CALIF. LABOR CODE § 3700)
Submit With Proposal

STATE OF CALIFORNIA )
) ss

CITY OF VISALIA )

I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work under this contract.

Company: _________________________________________

Business Address: _________________________________________

Signature: _________________________________________

Name of Signing Official: ________________________________________

Title of Signing Official: _________________________________________

Date: _________________________________________

Company Seal:

Medical Director Services
RFP No. 23-24-26

EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE CERTIFICATE
(EXECUTIVE ORDER 11246)
Submit With Proposal

Equal Opportunity Clause
Unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Executive Orders 10925, 11114 or Section 204 of Executive Order 11246 of September 24, 1965, during the performance of each contract with the City of Visalia, the BIDDER agrees as follows:

1. The BIDDER will not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin or political affiliation. The BIDDER will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin or political affiliation.

Such action shall include, but not be limited to, the following: employment upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

The BIDDER agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.

2. The BIDDER will, in all solicitations or advertisements for employees, placed by or on behalf of the BIDDER, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin or political affiliation.

3. The BIDDER will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or the workers’ representative of the BIDDER’s commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice on conspicuous places available to employees and applicants for employment.

4. The BIDDER will comply with all provisions of Executive Order 11246 of September 24, 1965, and the rules, regulations and relevancy orders of the Secretary of Labor.

5. The BIDDER will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations and relevant orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.

6. In the event of the BIDDER’s non-compliance with the non-discrimination clauses of this subcontract or with any of such rules, regulations or orders, this subcontract may be canceled, terminated or suspended, in whole, or in part and the BIDDER may be declared ineligible for further government contracts in accordance with the procedures authorized in accordance with Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or otherwise provided by law.

7. The BIDDER will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each SUBBIDDER or vendor. The BIDDER will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event the BIDDER becomes involved in, or is threatened with litigation with a SUBBIDDER or vendor as a result of such direction by the contracting agency, the BIDDER may request the United States to enter into such litigation to protect the interest of the United States.

Company:_______________________________________

Business Address:______________________________________________________________________________

Signature:______________________________________________ Date:________________

Name & Title of Signing Official: ______________________________________________Company Seal (if any):

Medical Director Services
RFP No. 23-24-26

BIDDER’S STATEMENT ON PREVIOUS CONTRACTS

SUBJECT TO EQUAL EMPLOYMENT OPPORTUNITY CLAUSE
(EXECUTIVE ORDER 11426)
Submit With Proposal

The BIDDER shall complete the following statement by checking the appropriate blanks:

The BIDDER has_____ has not _____ participated in a previous contract subject to the Equal Employment Opportunity Clause prescribed by Executive Order 11246, as amended, of September 24, 1965.

The BIDDER has _____ has not _____ submitted all compliance reports in connection with any such contract due under the applicable filing requirements; and that representation indicating submission of required compliance reports signed by proposed subBIDDERs will be awarded prior to award of subcontracts.

If the BIDDER has participated in previous contracts subject to the Equal Employment Opportunity Clause and has not submitted compliance reports due under applicable filing requirements, the BIDDER shall submit a compliance report on Standard Form 100, “Employee Information Report EEO-I” prior to award of the contract.

Note: Failure to complete the blanks may be grounds for rejecting the bid.

Company: ______________________________________________ Business Address: ______________________________________________ Signature: ______________________________________________ Name of Signing Official: ______________________________________________ Title of Signing Official: ______________________________________________ Date: ______________________________________________

Company Seal:
(if any)

Medical Director Services
RFP No. 23-24-26

AMERICANS WITH DISABILITIES ACT COMPLIANCE CERTIFICATE
Submit With Proposal

By submission of a bid, the BIDDER certifies it will comply with the Americans with Disabilities Act, 42 U.S.C., 12101 et. seq., and will maintain compliance throughout the life of this Contract. By commencing performance of the Contract work, the selected BIDDER certifies to the Americans with Disabilities Act compliance.

Company: ______________________________________________ Business Address: ______________________________________________ Signature: ______________________________________________ Name of Signing Official: ______________________________________________ Title of Signing Official: ______________________________________________ Date: ______________________________________________

Company Seal:
(if any)

Medical Director Services
RFP No. 23-24-26

Ownership Disclosure and California Levine Act Statement Submit With Proposal

The following disclosure and statement apply to the Bidder/Proposer/Contractor/Consultant/ Vendor/Supplier or Company:

1. submitting a bid or proposal in response to a solicitation by City of Visalia; or

2. as Awardee of a contract/purchase order which is subject to approval by the Visalia City Council.

OWNERSHIP DISCLOSURE

_________________________________________________________________________________________________ Name of Bidder/Proposer/Contractor/Consultant/Vendor/Supplier or Company

_________________________________________________________________________________________________ Address

List the names of all principals, partners, and/or trustees. For corporations, provide names of officers, directors and all stockholders owning more than 10% equity interest in corporation:
_________________________________________________________________________________________________ _________________________________________________________________________________________________ _________________________________________________________________________________________________

CALIFORNIA LEVINE ACT STATEMENT
California Government Code Section 84308, also know as the “Levine Act,” can prohibit members of the Visalia City Council from participating in any action related to a contract if he or she receives any political contributions totaling more than $250 within the previous twelve (12) months, and for twelve (12) months following the date a final decision concerning the contract has been made, from the person or company awarded the contract. The Levine Act also requires disclosure of such contribution(s) by a party to be awarded a specific contract.

The following website contains a list of current Visalia City Council Members, https://www.visalia.city/government/city_council/default.asp. You are responsible for reviewing the names of Visalia City Council Members prior to making the following disclosure:

1. Have you or your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to a Visalia City Council Member in the twelve (12) months preceding the date of the submission of your proposals or the anticipated date of any City Council action related to this contract? YES:_____ NO:_____.

If yes, please identify the City Council Member(s) and date(s) of contribution in the space below:

Council Member(s) Name Date of Contribution(s)

_____________________________ ___________________________

Answering YES, does not preclude the City of Visalia from awarding a contract to your firm or from taking any subsequent action related to the contract. It does, however, preclude the identified Visalia City Council Member(s) from participating in any actions related to this contract.

NOTICE: The disclosure duty under state law continues for twelve (12) months after the award. If the above information regarding contributions changes during this time after the award, then the awardee is required to update this disclosure form.

_________________________________________________________________________________________________ Signature of Company Authorized Individual Print or Type Name of Authorized Individual

Medical Director Services
RFP No. 23-24-26

Submit with Proposal

STATE OF CALIFORNIA

DRUG-FREE WORKPLACE CERTIFICATION
STD.21 (REV.12-93)

CERTIFICATION

I, the official named below, hereby swear that I am duly authorized legally to bind the contractor or grant recipient to the certification described below. I am fully aware that this certification, executed on the date below, is made under penalty of perjury under the laws of the State of California.

CONTRACTOR/BIDDER FIRM NAME

FEDERAL ID NUMBER
BY (Authorized Signature)

DATE EXECUTED

PRINTED NAME AND TITLE OF PERSON SIGNING TELEPHONE NUMBER (Include Area Code)

( )
TITLE

CONTRACTOR/BIDDER FIRM’S MAILING ADDRESS

The contractor or grant recipient named above hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. The above-named contractor or grant recipient will:

1. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a).

2. Establish a Drug-Free Awareness Program as required by Government Code Section 8355(b), to inform employees about all of the following:

(a) The dangers of drug abuse in the workplace,
(b) The person’s or organization’s policy of maintaining a drug-free workplace, (c) Any available counseling, rehabilitation and employee assistance programs, and (d) Penalties that may be imposed upon employees for drug abuse violations.

3. Provide as required by Government Code Section 8355©, that every employee who works on the proposed contract or grant:

(a) Will receive a copy of the company’s drug-free workplace policy statement, and (b) Will agree to abide by the terms of the company’s statement as a condition of employment on the contract or grant.

4. At the election of the contractor or grantee, from and after the “Date Executed” and until ____________ (NOT TO EXCEED 36 MONTHS), the state will regard this certificate as valid for all contracts or grants entered into between the contractor or grantee and this state agency without requiring the contractor or grantee to provide a new and individual certificate for each contract or grant. If the contractor or grantee elects to fill in the blank date, then the terms and conditions of this certificate shall have the same force, meaning effect and enforceability as if a certificate were separately, specifically, and individually provided for each contract or grant between the contractor or grantee and this state agency.

Medical Director Services
RFP No. 23-24-26

IRAN CONTRACTING ACT CERTIFICATION
(PUBLIC CONTRACT CODE SECTION 2200 ET SEQ.)
Submit With Proposal

As required by California Public Contract Code Section 2204, the Contractor certifies subject to penalty for perjury that the option checked below relating to the Contractor’s status in regard to the Iran Contracting Act of 2010 (Public Contract Code Section 2200 et seq.) is true and correct:

⃝ The Contractor is not:

(1) Identified on the current list of persons and entities engaged in investment activities in Iran prepared by the California Department of General Services in accordance with subdivision (b) of Public Contract Code Section 2203; or

(2) A financial institution that extends, for 45 days or more, credit in the amount of $20,000,000 or more to any other person or entity identified on the current list of persons and entities engaging in investment activities in Iran prepared by the California Department of General Services in accordance with subdivision (b) of Public Contract Code Section 2203, if that person or entity uses or will use the credit to provide goods or services in the energy sector in Iran.

⃝ The City has exempted the Contractor from the requirements of the Iran Contracting Act of 2010 after making a public finding that, absent the exemption, the City will be unable to obtain the goods and/or services to be provided pursuant to the Contract.

⃝ The amount of the Contract payable to the Contractor for the Project does not exceed $1,000,00 over the life of the contract (up to 5 years).

Signature:____________________________________ Printed Name:_________________________

Title:______________________________________ Agency Name:_____________________________

Date:____________________

Note: In accordance with Public Contract Code Section 2205, false certification of this form shall be reported to the California Attorney General and may result in civil penalties equal to the greater of $250,000 or twice the Contract amount, termination of the Contract and/or eligibility to bid on contracts for three years.

Medical Director Services
RFP No. 23-24-26

SAMPLE AGREEMENT
Annual Contract for Medical Director Services for the Visalia Fire Department (City of Visalia RFP No. 23-24-26)

This Agreement, entered into and effective this ______ day of _______, 2024, by and between the City of Visalia, hereinafter referred to as the “CITY”, and ____________________________ hereinafter referred to as the “VENDOR”, “CONTRACTOR”, “CONSULTANT”, “BIDDER”, or “SUBRECIPIENT”.

R E C I T A L S

WHEREAS, VENDOR is an ____________________ (insert individual or entity type) with a primary business address of _____________________________ and SSN or EIN: ____________________; and

WHEREAS, CITY is a municipal corporation and Charter Law City; and

WHEREAS, City of Visalia reviewed and evaluated responses to the RFP 23-24-26 and determined to award a contract to VENDOR for Medical Director Services; and

WHEREAS, VENDOR represents it is licensed, qualified and willing to complete the Project pursuant to terms and conditions of this Agreement.

NOW, THEREFORE, CITY and VENDOR agree as follows:

1. TERM:

The term of this Agreement shall commence on the Effective Date and expire upon completion of all obligations of the parties, unless earlier terminated by the parties. The initial contract term shall be for a twelve (12) month period and shall, at the City’s option and with the consent of the VENDOR, be extended annually thereafter for four (4) consecutive one-year periods. Additionally, this Agreement may be terminated for convenience. In the event of termination or expiration of this Agreement, VENDOR shall transfer to CITY any funds and/or accounts receivable on hand attributable to the use of CITY funds.

2. ATTACHMENTS INCORPORATED:

The following are attachments for this Agreement. Said attachments are incorporated into this Agreement as if included in full in the body:

ATTACHMENT NO. DESCRIPTION OF ATTACHMENT
Attachment 1 General Contract Provisions
Attachment 2 Insurance Requirements
Attachment 3 City of Visalia RFP 23-24-26, Medical Director Services Attachment 4 Vendor’s proposal in response to RFP No. 23-24-26 Attachment 5 Cost

3. VENDOR SCOPE OF SERVICES and COMMITMENTS*:

VENDOR shall provide the following services for the stated compensation (“Scope of Services”):

A. The VENDOR agrees to perform all work necessary to complete in a manner satisfactory to the CITY those tasks described in RFP 23-24-26 for the cost identified in Attachment 5.

4. CITY COMMITMENTS:

CITY shall perform the tasks listed as City’s responsibilities as described in RFP 23-24-26.

Medical Director Services
RFP No. 23-24-26

5. COMPENSATION:

CITY shall pay VENDOR compensation on a reimbursement basis for services performed as outlined in Attachment 5.

The VENDOR shall be paid no later than thirty (30) days following submission of a written, verified invoice to the City.

Annual compensation shall not exceed the following amount under this Agreement, unless otherwise agreed in writing.

6. CONTRACT PRICE ADJUSTMENTS: All prices shall be firm and fixed for twelve (12) months from the annual anniversary date of the agreement. Prices may be adjusted annually at time of contract renewal and upon mutual agreement of the parties. It will be the responsibility of the contractor to request a price adjustment and to provide all documentation necessary to support this request. The request for price adjustment must be submitted to the Project Manager within the thirty (30) calendar day period prior to the annual anniversary date of the agreement.

The unit prices for the ensuing contracts shall be based on the movement of the unadjusted figures of the U.S.

Department of Labor Consumer Price Index (CPI) for all Urban Consumers (CPI-U All Cities Average). The contract unit prices may be changed in an amount equal to the percentage of movement for the most recent twelve-month period.

In no instance shall the price increase exceed 5%. The contract unit price changes as a result of this formula shall be binding on the contractor for the subsequent contract year. The adjustment of the unit bid price shall not be retroactive and shall apply only to changes incurred after approval.

IN WITNESS WHEREOF, this Agreement is executed on the day and year first above written.

VENDOR

Dated: ___________________ By: ________________________________________________ Authorized Officer: I certify under penalty of perjury under the laws of the State of California that I am fully authorized to execute this Agreement for VENDOR in the capacity I have stated, and that such execution is sufficient to bind the CONTRACTOR.

CITY OF VISALIA
Dated: ____________________ By: ________________________________________________ City Manager

Dated: ____________________ By: ________________________________________________ City Attorney
Dated: ____________________ By: _______________________________________________ City of Visalia Risk Manager

Dated: ____________________ By: ________________________________________________ City of Visalia Project Manager

Cost Not to exceed $xxxx annually
Source of Funds: Local Revenues
Payment Schedule: As invoices are received.

Medical Director Services
RFP No. 23-24-26

Attachment 1

GENERAL CONTRACT PROVISIONS

A. Successors and Assigns: This Agreement shall be binding upon and shall inure to the benefit of any successors to or assigns of the parties.

B. Prohibition of Assignment: Neither party shall assign, delegate or transfer their rights and duties in this Agreement without the written consent of the other party.

C. Notices : Notice shall be sufficient hereunder if personally served upon the City Clerk of the CITY or an officer or principal of the CONTRACTOR, or if sent via the United States Postal Service, postage prepaid, addressed as follows:

CITY OF VISALIA CONTRACTOR
_______________________
707 W. Acequia Ave. _______________________
Visalia, CA 93291 _______________________
Attention: City Clerk Attention: _____________

D. Independent Contractor: It is understood and agreed by the parties herein that CONTRACTOR, in the performance of this Agreement, shall act as an independent contractor, and therefore shall obtain no rights to any fringe benefits that accrue to regular full-time CITY employees.

E. Jurisdiction/Venue/Waiver Of Removal: This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in California. Any action brought to interpret or enforce this Agreement, or any of the terms or conditions hereof, shall be brought in Tulare County, California. The CONTRACTOR hereby expressly waives any right to remove any action to a county other than Tulare County as permitted pursuant to Section 394 of the California Code of Civil Procedure.

F. Integration/Modification: This Agreement and each of the documents and exhibits or attachments referenced herein, which are incorporated by reference, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by the parties, unless otherwise explicitly authorized.

G. Conflict With Law: If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said law, but the remainder of the Agreement shall be in full force and effect.

H. Indemnification: The CONTRACTOR waives any and all claims and recourse against the CITY, including the right of contribution of loss or damage to person or property arising from, growing out of, or in any way connected with or incidental to the CONTRACTOR’s performance of this Agreement, except claims arising from the concurrent or sole negligence of the CITY or its officers, agents or employees. The CONTRACTOR will indemnify, hold harmless, and defend (at CITY’s option) the CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of the CONTRACTOR’s performance of this Agreement except for liability arising out of the concurrent or sole negligence of the CITY or its officers, agents, or employees.

I. Attorney’s Fees : In the event either party commences any action, arbitration or legal proceedings for the enforcement of this Agreement, the prevailing party, as determined by the court or arbitrator, shall be entitled to recovery of its attorney’s fees and court costs incurred in the action brought thereon.

J. Headings : Section headings are provided for organizational purposes only and do not in any manner affect the scope or intent of the provisions thereunder.

K. Firearms Prohibited: Guns may not be carried by contractors/vendors/consultants while working on City of Visalia premises without the expressed written approval of a City of Visalia Department Head, or an exemption in the contract. If a contractor/vendor/consultant is caught carrying a gun, without City permission, their contract will be terminated.

Medical Director Services
RFP No. 23-24-26

L. Executive Order N-6-22 – Russia Sanctions On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

Medical Director Services
RFP No. 23-24-26

Attachment 2

INSURANCE REQUIREMENTS

1. CONTRACTOR Insurance. CONTRACTOR, at its sole cost and expense, for the full term of this Agreement (and any extensions thereof), shall obtain and maintain at a minimum compliance with all of the following insurance coverage(s) and requirements. Such insurance coverage shall be primary coverage as respects CITY and any insurance or self-insurance maintained by CITY shall be in excess of CONTRACTOR’s insurance coverage and shall not contribute to it.

2. Subcontractor(s’) Insurance. If CONTRACTOR utilizes one or more subcontractors in the performance of this Agreement, CONTRACTOR shall obtain and maintain independent insurance as to each subcontractor or otherwise provide evidence of insurance coverage for each subcontractor equivalent to that required of CONTRACTOR in this Agreement.

3. Types of Insurance and Minimum Limits. The following types of insurance and minimum limits are required providing at least the following minimum coverage and limits of liability:

a. Worker’s Compensation written in accordance with the laws of the State of California providing coverage for any and all employees of CONTRACTOR in the minimum statutorily required coverage amounts;

b. Medical Malpractice coverage, in an amount not less than One Million Dollars ($1,000,000).

c. Sexual Misconduct and Molestation Liability with minimum limit of One Million Dollars ($1,000,000) per occurrence.

d. Automobile Liability Insurance for each of CONTRACTOR’s vehicles used in the performance of this Agreement, including owned, non-owned (e.g. owned by CONTRACTOR’s employees or contractors), leased or hired vehicles, in the minimum amount of $1,000,000 combined single limit per occurrence for bodily injury and property damage.

e. Comprehensive or Commercial General Liability Insurance coverage in the minimum amount of $1,000,000 combined single limit, including coverage for:

(1) bodily injury;
(2) personal injury;
(3) broad form property damage;
(4) contractual liability;
(5) cross-liability;
(6) products and completed operations liability

4. Other Insurance Provisions.

If any insurance coverage required in this Agreement is provided on a “Claims Made” rather than “Occurrence” form, CONTRACTOR agrees to maintain the required coverage for a period of three (3) years after the expiration of this Agreement (hereinafter “post agreement coverage”) and any extensions thereof. CONTRACTOR may maintain the required post agreement coverage by renewal or purchase of prior acts or tail coverage. This provision is contingent upon post agreement coverage being both available and reasonably affordable in relation to the coverage provided during the term of this Agreement. For purposes of interpreting this requirement, a cost not exceeding 100% of the last annual policy premium during the term of this Agreement in order to purchase prior acts or tail coverage for post agreement coverage shall be deemed to be reasonable.

5. Endorsements.

All required Automobile and Comprehensive or Commercial General Liability Insurance shall be endorsed to contain the following clauses:

a. The City of Visalia, its officers, agents, employees, representatives, and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Visalia.

Medical Director Services
RFP No. 23-24-26

b. It is agreed that any insurance maintained by the City of Visalia shall apply in excess of and not contribute with insurance provided by this policy.

c. This insurance shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days prior written notice has been given to the City Clerk, City of Visalia, 707 W. Acequia, Visalia, CA, 93291

6. Proof of Coverage.

CONTRACTOR agrees to provide its insurance broker(s) with a full copy of these insurance provisions and provide CITY on or before the effective date of this Agreement with Certificate(s) of Insurance for all required coverages.

Copies of all the required Endorsements shall be attached to the Certificate(s) of Insurance or other evidence of insurance acceptable to the City of Visalia, which shall be provided by CONTRACTOR’s insurance company as evidence of the stipulated coverages. This Proof of Coverage shall then be mailed to the City of Visalia at the following address:

City of Visalia
707 W. Acequia
Visalia, CA 93291
Attn: Purchasing Division