Visalia City Council
February 2, 2026

Visalia City Council
707 W. Acequia
Visalia, CA 93291
Visalia City Council
Visalia City Council
Meeting Agenda - Final
Mayor Brett Taylor
Vice Mayor Liz Wynn
Council Member Steve Nelsen
Council Member Emmanuel Hernandez Soto
Council Member Brian Poochigian
City Council Chambers7:00 PMMonday, February 2, 2026

ROLL CALL
CALL TO ORDER REGULAR SESSION - 7:00 PM

PLEDGE OF ALLEGIANCE

INVOCATION

PUBLIC COMMENTS
This is the time for general public comment on issues within the jurisdiction of the Visalia City Council. Each speaker tonight may speak for up to 3 minutes during this general comment period on a matter that is not on this agenda.

The public may also make one comment for up to 3 minutes prior to the consideration of the Consent Calendar, and immediately before any regular agenda item is heard. The Council asks that you keep you comments concise and positive. Creative criticism, presented with appropriate courtesy, is welcome.

Each speaker will be allowed three minutes and a timer will notify you when your time is expired. Please begin your comments by stating and spelling your name and providing your city of residence.

ITEMS OF INTEREST

CONSENT CALENDAR
Consent Calendar items are considered routine and will be enacted in one motion.

This is the time for members of the public to provide public comment on an item on the Consent Calendar. Comments will not be taken individually by the public if an item is pulled by a Council Member. Each speaker is allowed up to 3 minutes, and a timer will notify you when your time is expired. Please begin your comments by stating and spelling you name and providing your city of residence.

1. Authorization to read ordinances by title only. 25-0633

1 Visalia City Council Meeting Agenda - Final February 2, 2026

2. Award professional services contract - Authorize the City Manager to award a professional services contract to Roadway Asset Services for the update of the City’s pavement management program in the amount of $499,929 and appropriate $190,000 from the Gas Tax Fund.
25-0587

3. Award Local Road Safety Action Plan Contract - Authorize the City Manager to award the contract to Kimley-Horn and Associates to develop a Local Road Safety Action Plan in the amount of $268,912.36, and appropriate an additional $259,900 from the Transportation Fund to be reimbursed by the Tulare County Association of Governments.
25-0598

4. Authorization to award a contract with ProForce - Request authorization to award a three (3) year purchase contract to ProForce Law Enforcement DBA ProForce Marketing, Inc., located in Prescott, Arizona for an amount not to exceed $158,000 for replacement ballistic vests and vests for new hires for the Visalia Police Department.
25-0608

5. Approve a contract amendment with Mike Clark Trucking - Approve an amendment to the contract with Mike Clark Trucking to increase the annual not-to-exceed amount from $226,800 to $331,800 to haul biosolids from the Visalia Water Reclamation Facility and appropriate an additional $273,000 from the Wastewater Fund.
25-0631

6. Approve a contract amendment with Holloway Environmental Solutions - Approve an amendment to the contract with Holloway Environmental Solutions to increase the not-to-exceed amount from $144,000 to $312,000 to provide disposal services for the 2024 biosolids stockpile generated at the Visalia Water Reclamation Facility.
25-0632

7. Authorization to apply for the CHP Cannabis Tax Fund Grant - Authorize the Visalia Police Department to apply for the California Highway Patrol Cannabis Tax Fund Grant Program for up to $157,000 and submit the application by the February 23, 2026 deadline, if awarded, authorization to accept, and to appropriate the $157,000 from the General Fund.
25-0624

8. Contract for the transport of road materials- Authorize the City Manager to award an annual contract to Mike Clark Trucking Services for the transport of road materials. The contract shall not exceed $126,000 annually and is renewable each year for a potential total of (5) years.
25-0635

2 Visalia City Council Meeting Agenda - Final February 2, 2026

9. Contract award for total compensation and comprehensive classification study - Authorize the City Manager to award the contract to conduct a total compensation and comprehensive classification study to Gallagher Benefit Services, Inc., in the amount of $391,600 and authorize the appropriation of $141,600 from the General Fund.
25-0637

REGULAR ITEMS AND PUBLIC HEARINGS
Comments related to regular Items and Public Hearing Items are limited to three minutes per speaker, for a maximum of 30 minutes per item. The Mayor may reasonably limit or extend the public comment period to preserve the Council's interest in conducting efficient, orderly meetings.

1. Citizens Advisory Committee 2026 work plan calendar
presentation
25-0628

ADJOURNMENT

UPCOMING CITY COUNCIL MEETINGS

1. Upcoming City Council Meetings
Tuesday, February 17, 2026 @ 7:00 p.m. at 707 W. Acequia Monday, March 2, 2026 @ 7:00 p.m. at 707 W. Acequia
Note: Meeting dates and times are subject to change, check posted agenda for correct details. In compliance with the American Disabilities Act, if you need special assistance to participate in meetings contact 713-4512.

Written materials relating to an item on this agenda submitted to the Council after distribution of the agenda are available for public inspection in the Office of the City Clerk, 220 N. Santa Fe Street, Visalia CA 93292, during normal business hours.
25-0634

3 Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0633 Agenda Date: 2/2/2026 Agenda #: 1.

Agenda Item Wording:

Authorization to read ordinances by title only.

Visalia City Council Printed on 1/29/2026Page 1 of 1
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4 Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0587 Agenda Date: 2/2/2026 Agenda #: 2.

Agenda Item Wording:

Award professional services contract - Authorize the City Manager to award a professional services contract to Roadway Asset Services for the update of the City’s pavement management program in the amount of $499,929 and appropriate $190,000 from the Gas Tax Fund.

Prepared by:

Katherine Woodhull-Fuget, Associate Engineer, [email protected], (559) 713- 4447
Eric Bons, Senior Civil Engineer, [email protected], (559) 713-4350 Chris Crawford, City Engineer, [email protected], (559) 713-4331 Jason Huckleberry, Engineering & Building Director, [email protected], (559) 713-4495 Department Recommendation: Staff recommends that Council authorize the City Manager to award a professional services contract to Roadway Asset Services, LLC for the update of the City’s pavement management program in the amount of $499,929 and appropriate $190,000 from the Gas Tax Fund.

Summary:

Request for Proposals 24-25-54 (RFP) for professional services for the update of the City’spavement management program was issued October 10, 2025, and five proposals were received. Upon initial evaluation of the proposals by City staff, three consultants were selected to move forward to the interview phase of the selection process: Applied Research Associates (ARA) (Ventura, CA), Infrastructure Management Services (IMS) (Largo, FL), and Roadway Asset Services (RAS) (Austin, TX). Roadway Asset Services, LLC was selected from the interviewed firms based on consideration of both the written proposals and the interviews.

This project’sscope of work will include re-surveying City streets, updating data in the City’sexisting Pavement Management Program (PMP) software, conducting a comprehensive assessment of road network pavement conditions, and developing a PMP report to guide future maintenance.

Background Discussion:

The City’s current pavement management program (PMP) was established in 2012, when Infrastructure Management Services (IMS) was contracted to procure infrastructure management software and conduct an initial pavement condition survey. IMS was selected out of eight proposals received in response to RFP 11-12-36. In addition to procuring software and conducting a pavement condition survey, their scope of work also included developing a five-year pavement maintenance plan and establishing an inventory of traffic signs and pedestrian ramps. The results of their efforts were implemented in 2013, guiding street maintenance and rehab projects.

In 2017, Public Works issued RFP 17-18-27 Street Field Survey & Analysis to procure services to conduct a second pavement condition survey and update the PMP. IMS was the sole proposer, and in 2018 the firm was contracted to perform the second field survey and update to the PMP. The initial results of the condition survey were presented to Council in November 2019, and the PMP report Visalia City Council Printed on 1/29/2026Page 1 of 5
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results of the condition survey were presented to Council in November 2019, and the PMP report was finalized in 2020.

The PMP software, Lucity (acquired by CentralSquare Technologies early 2019), provides maintenance recommendations based on input pavement conditions data using standard pavement deterioration rates. Based on the results of the field condition surveys conducted in 2012 and 2018 and input into Lucity by IMS, the program models the continual deterioration of roadways and provides guidance on the optimal type, timing, amount, location, and budget for street maintenance.

Just like any other computer model, Lucity can only make predictions based on the data it has available. If the maintenance and road rehabilitation performed by Engineering and Public works is not recorded in the software, it will not be incorporated into the modeling calculations. Additionally, the deterioration rates used by Lucity are generalized, and may not accurately reflect the deterioration rates of individual roadways. Periodic recalibration with field condition surveys serves to keep the model as accurate as possible. Conducting field condition surveys every five or so years is recommended to maximize the functionality of the PMP.

The City issued RFP 24-25-54 to update the PMP on October 10, 2025. The requested scope of work included conducting a field pavement condition survey of all public, City-maintained streets and alleyways, including new streets constructed since the last survey (approximately 48 miles), updating the traffic sign inventory and performing retro-reflectivity testing of traffic signs, inputting all collected data into the City’s Lucity program, and developing a five-year maintenance plan.

RFP 24-25-54 closed November 13, 2025, with five proposals received. A selection committee was established with representatives from Engineering, Public Works, and Information Services. Based on evaluation of the proposals, three firms were selected by the committee to proceed to the interview phase of the selection process: Applied Research Associates (ARA) (Ventura, CA), Infrastructure Management Services (IMS) (Largo, FL), and Roadway Asset Services (RAS) (Austin, TX).

Interviews of the three firms took place on December 15, 2025. All of the firms selected for interviews provided compelling presentations and were qualified to perform the services requested. Of the three firms, staff identified RAS as the top candidate due to their thorough and well-structured proposal, their presentation during the interview, and their excellent responses and engagement during the interview Q&A which not only demonstrated a clear understanding of the scope of work but also highlighted their technical expertise. Members of the RAS project team previously worked for IMS and were involved in the initial establishment of the City’s PMP in 2012.

During the negotiations, staff refined the scope of work based on the advice of RAS. Two items included in the RFP, retro-reflectivity assessment of traffic signs and an inventory of pavement striping and marking, were removed from the scope of work. The Streets Department currently replaces signs based on a maintenance schedule, removing the need to assess retro-reflectivity, and uses other methods to keep track of pavement striping, removing the need for a new inventory at this time.

There are several items selected by city staff to include in the scope of work that go beyond the 2018 scope of work, which are elaborated on below.

Ground penetrating radar structural testing: Previously, pavement structural testing by IMS consisted Visalia City Council Printed on 1/29/2026Page 2 of 5
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Ground penetrating radar structural testing: Previously, pavement structural testing by IMS consisted solely of falling weight deflection (FWD) testing of arterial and collector roadways to gauge the structural strength of their pavement sections. The result of this testing was quantified as a structuraliIndex (SI), which was factored into the overall Pavement Condition Index (PCI) of arterial and collector roadways. The SI is also used by the PMP to aid in selecting appropriate rehabilitation strategies. This time, in addition to FWD testing, staff is also requesting the consultant conduct ground penetrating radar (GPR) on arterial and collector roadways in order to provide a more complete picture. GPR can produce a continuous profile of existing road conditions and will provide pavement and structural section thickness data. This information will significantly improve pavement modeling accuracy and will help ensure appropriate rehabilitation methods are recommended in the PMP. Currently, staff has to obtain pavement cores for each street proposed street rehabilitation project at a cost of approximately $10-$20,000 per project. Performing this GPR survey is anticipated to save the city money in the long-term. The addition of GPR is anticipated to be a one-time cost to catalog all existing major roadways with the intention that Engineering and Public Works staff will maintain the inventory moving forward by inputting road rehabilitation and construction data as projects occur. Staff anticipate FWD testing on major roads being repeated once every third calibration survey moving forward (roughly every 15 years). Both FWD and GPR are non-destructive testing methods.

Traffic Sign Inventory: In 2018, IMS inventoried and assessed the reflectivity of traffic signs on arterial and collector roadways only, which consisted of 360 test-miles. Given that Public Works maintains signs on a scheduled basis, the reflectivity assessment is no longer needed, but a more complete database is necessary. Staff are requesting that RAS inventory traffic signs, including street name blades, on all city streets consisting of 1,091 test-miles. This is anticipated to be a one-time cost to complete the sign inventory with the intention that Engineering and Public Works staff will maintain the inventory moving forward by adding new signs as they are installed.

The one-time costs of GPR and the Traffic Sign Inventory total to $111,093.50 of the total contract amount.

RAS videologger: As a part of the field condition survey, the consultant collects an enormous amount of high-resolution imagery data, including panoramic right of way imagery and 3D pavement imagery collected by the laser crack measurement system (LCMS) vehicle. All of this data will be provided to the city. RAS’Videologger is a web-hosted, full-service image viewer that will allow staff to view pavement and ROW imagery for any surveyed location. This service will enable staff to get functional use out of the immense amount of imagery data. This service is not intended to replace Lucity but as an additional tool to help staff get the most out of the field condition survey results. Staff is proposing purchasing five years of Videologger access.

Lucity Support Service Package: To ensure city staff are able to maintain the PMP moving forward, staff have requested RAS provide support services as-needed after completion of the field condition survey and PMP report. This support package budgets approximately 85 hours of additional support on a time and materials not to exceed without further city approval basis.

Fiscal Impact:

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This project is funded by the Gas Tax as shown in the table below.

CP0703 Pavement Management Plan
Project Funding
111 - Gas Tax $ 360,000.00
Expenditures
Staff Time (Estimated) $ 50,000.00
RAS Base Services $ 350,235.50
GPR Add-On $ 53,498.50
Traffic Sign Inventory Add-On $ 56,095.00
RAS Videologger (5 years) $ 20,100.00
Lucity Support Package (T&M) $ 20,000.00
Expenditures Subtotal: $ 549,929.00
Budget Shortfall $ (189,929.00)
Appropriation Request $ 190,000.00
Staff requests an appropriation of $190,000 from the Gas Tax to address the anticipated budget shortfall.

Prior Council Action:

November 18, 2019 - Presentation and discussion regarding the City of Visalia Pavement Management Program
March 19, 2018 - Council authorized execution of an agreement for RFP 17-18-27 Street Field Survey and Analysis in the amount of $299,995 to Infrastructure Management Services (IMS) and appropriation of an additional $150,000 from various Gas Tax projects.

January 14, 2013 - City staff presented an update on the development of the pavement management program, initial analysis, and conclusions.

March 5, 2012 - Council authorized execution of an agreement for RFP 11-12-36 Pavement Management Program & Asset Management Development in the amount of $241,608 to Infrastructure Management Services (IMS) and appropriation of an additional $50,000 in grant funding received from the Tulare County Association of Governments (TCAG) and $40,000 from the Gas Tax Fund.

November 21, 2011 - Council authorized issuance of an RFP to purchase Infrastructure Management Software, hire a consulting firm to perform a citywide roadway pavement inventory, and develop a Pavement Management Program along with allocating $200,000 in Gas Tax funds to pay for the software, inventory, and consulting services.

Alternatives: None recommended.

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Recommended Motion (and Alternative Motions if expected):

I move to authorize the City Manager to award a professional services contract to Roadway Asset Services, LLC for the update of the City’s pavement management program in the amount of $499,929 and appropriate $190,000 from the Gas Tax Fund.

Environmental Assessment Status: N/A
CEQA Review: N/A
Deadline for Action: 2/2/2026
Attachments:

1. Negotiated Scope of Work

2. Disclosure

3. Contract
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9 Roadway Asset Services, LLC 6001 W Parmer Lane #370-1102 Austin, TX 78727 210-837-5249 Attachment A
City of Visalia FY26 Pavement Condition Survey

RAS understands that the City of Visalia, California desires to conduct a field survey of the pavement conditions on all City maintained roadways in accordance with the ASTM Standard D6433 “Standard Practice for Roads and parking Lots Pavement Condition Index (PCI) Surveys. ” The PCI based pavement condition survey is to be conducted on approximately 729 survey miles of paved roads in the City limits on each street segment and tagged with a unique ID in the Lucity linked feature-class layer in GIS.

The CONSULTANT (Roadway Asset Services , LLC.) shall provide the following services to the OWNER ( City of Visalia, CA):
• Mobile data collection of roadway image ry and pavement d istress for approximately 729 survey miles (assumes driving two directions on the arterial and collector roadways) • ASTM D6433 compliant pavement rating and assessment for approximately 729 survey miles. • FWD & GPR testing on the arterial and collector roadways for approximately 355 survey miles. • Inventory the following items: Modified ASTM D6433 PCI & IRI. • Verify pavement widths using the most recently available aerial photography. • Conduct an onsite pilot to verify distress data capture with OWNER staff. • Provide data in an Excel format and Geodatabase format for review purposes. • Traffic sign inventory that is reconciled with City’s existing sign inventory (gap analysis). • Load the pavement inspection and sign inventory data to a Lucity test and/or production environment.
• Import legacy data to Lucity. Data to be supplied by OWNER in Excel format that contains the subsegment IDs for all historical data.
• Review/update the analysis operating parameters and configuration of Lucity. • Update the supersegments as necessary and input new supersegments for new segments. • Perform a pavement analysis and run the budgetary model updates within Lucity. • Conduct two half day virtual Lucity training sessions. Training can be broken down into 4 – 2-hour virtual sessions to ease the training as well.
• Deliver a final report explaining the condition results and analysis model forecasts. • Deployment of RAS Videologger with 5 years of hosting included. • Client Success Package starting in Year 2 (Lucity pavement analysis support).

Task 1 & 2 – Project Initiation, GIS Centerline Identification, Field Setup, GPS Network Creation , & Mobilization
Upon notice to proceed the CONSULTANT will arrange a kick-off meeting to confirm the project requirements and scheduling. The kick-off meeting will include proposed key personnel and the OWNER’s project members. During the meeting, CONSULTANT will present the proposed Project Approach, which includes project equipment, software, methodology, schedules, and deliverables. The proposed approach will be finalized based on the OWNER requirements and decisions during the meeting.

CONSULTANT will request that the OWNER provides an existing Lucity database backup, previous inventory of street conditions, road centerlines, Geographic Information System (GIS) layers, and aerial imagery for project use. Project communication protocol such as documentation, accounting methodologies, and data format, will be confirmed during the meeting.

CONSULTANT will use the existing Lucity linked centerline data and Lucity database provided by the 10

OWNER and create a pavement database based on the centerline layer. Each road subsegment record in the centerline layer will have a corresponding record in the Lucity pavement database.

CONSULTANT will work with the OWNER to maintain the unique identifier of each of the road segments on the OWNER road network so that the pavement database will maintain a link to the existing GIS data.

CONSULTANT will provide project management for the duration of the project, including coordinating and attending meetings via web meetings or in person with OWNER, data research and collection efforts as required, preparing bi-weekly progress reports, and schedule updates. Bi-weekly progress reports will include the miles collected for the current reporting period as well as cumulative totals.

The CONSULTANT will mobilize to collect roadway data and images for the 729 survey miles of roadway using a Roadway Asset Collection (RAC) vehicle.

Task 1 & 2 Deliverables:

1. The CONSULTANT will deliver bi-weekly progress reports and schedule updates.

2. The CONSULTANT will provide the OWNER with a centerline assessment document for review and approval.

3. The CONSULTANT will conduct a review of the Lucity subsegment/segment features in the synchronized centerlines against the inventory that resides within Lucity. They are assumed to be one-to-one and if additional clean-up is required, RAS will work with City staff to determine the level of effort and cost to conduct any optional Lucity clean-up services.

Task 3 – Collect Street Network Surface Conditions
The CONSULTANT team consists of a driver and operator who will systematically drive the automated data collection vehicle on the road segment listings provided by the OWNER. The CONSULTANT will collect pavement data with two passes on the arterial and collector roadways, while single pass testing residential roadways. CONSULTANT proposes to use its collection vehicle line scan camera with laser illumination and right -of-way cameras to capture pavement and ROW images to be used during the pavement rating process. Unpaved roads will not be surveyed.

CONSULTANT and OWNER to identify approximately 10 miles of roadway for the field validation stage.

CONSULTANT will record all pavement distress data by collecting images at 20-ft maximum intervals with an automated data collection survey vehicle equipped with a Laser Crack Measurement System (LCMS-2) for automated pavement data acquisition, HD camera system for capturing right-of-way imagery and a laser profiler which includes at minimum two-line lasers for capturing roughness and ride data.

CONSULTANT will perform data field collection on paved roads using a state-of-the-art Roadway Asset Collection (RAC) vehicle or similar equipment from our equipment supplier with following systems mounted:
• HD cameras for right-of-way georeferenced images: Forward, Left, Right, and Rear (4 views). • LCMS-2 pavement 2D/3D imaging.
• Longitudinal profile with 2 -line lasers (left and right wheel paths) Distance measuring instrument (DMI) with an accuracy of +/- 0.1%.
• Differentially corrected GPS (DGPS) with an accuracy of +/- 2 feet. • Applanix POS/LV 220 to compensate for difficult GPS conditions in urban environments.

RAC vehicles collect all pavement and right-of-way images, IMU, DMI and profiler data concurrently. 11

RAC Automated Data Collection Vehicles
The International Roughness Index (IRI) will be collected using a class 1 road surface profiler . The road surface profiler meets all ASTM E-950 standards for evaluating the smoothness of pavement.

Example Imagery from HD Cameras
Task 3 Deliverables:

1. CONSULTANT will collect Right-of-Way imagery for all segments collected.

2. CONSULTANT will collect downward-facing LCMS Pavement Imagery for all segments driven.

3. CONSULTANT will collect International Roughness Index (IRI) values for each road segment delivered.

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Task 4 – Pavement Condition Index (PCI) - Modified ASTM D6433 CONSULTANT will evaluate the PCI survey results in accordance with ASTM D6433 . CONSULTANT will provide 100% survey of all lanes driven using CONSULTANT pavement analysis tool, RoadTRIP® (Technical Rating Intelligence Program) to evaluate the pavement condition using automated algorithms per the ASTM D6433 pavement distress rating process including the following distresses: alligator cracking, longitudinal cracking, transverse cracking, block cracking, rutting, weathering, raveling, potholes, and patching. Experienced pavement engineers will review the resultant output for accuracy and make any corrections that may be needed . CONSULTANT will also collect and process network geometrics: GPS, radius of curvature, and grade.

RoadTRIP® software allows the pavement and right-of-way imagery to be synchronized and the distress data to be displayed geospatially to provide another layer of RAS quality assurance.

Pavement Condition Evaluation within RoadTRIP®
CONSULTANT will provide final PCI and Distress data in a n Excel format and a Geodatabase for review prior to commencing a load to the OWNER’s Lucity test site.

CONSULTANT will communicate with the OWNER to gather required information to define all the distress types. Each collected GIS road segment will be populated with its respective PCI as well as any other derivative indices used to make up the PCI, such as the Roughness Index (RI) and the Structural Index (SI) (if scoped for this project). If the deflection testing is not performed to update the SI during this cycle, historical values can be utilized in place of current values.

Task 4 Deliverables:

1. CONSULTANT will deliver a final GIS file geodatabase containing collected pavement data (containing 13

the Type, Severity and Extent of distresses along the road segment as defined by the ASTM D6433 methodology), widths, distresses, pavement geometrics, and PCI value.

2. CONSULTANT will deliver a final Excel database file with the same information included in the GIS file geodatabase.

Task 5 – FWD & GPR Testing (Arterials and Collectors Only) The CONSULTANT will perform Falling Weight Deflectometer (FWD) testing and Ground Penetrating testing for the arterial and collector roadways. Surveys will be conducted at intervals of approximately 500 feet of roadway, with a minimum of one test per road segment. The FWD tests will be conducted in accordance with ASTM D4694 “Standard Test Method for deflection with Falling -Weight-Type Impulse Load Device” and ASTM D4695 “Standard Guide for General Pavement Deflection Measurements”.

The FWD tests will be used to determine the stiffness-related parameters of the pavement structure. A Structural Index (SI) will be back calculated from the FWD sensor data and tied to the existing pavement section (Subsegment ID) as an SI index attribute for each roadway surveyed. FWD testing does not require lane closures, but it is a stop and go process, which will require the use of a shadow vehicle.

During discussions with CLIENT, it was determined a shadow vehicle for the FWD testing task will be supplied by a local third party traffic control contractor under the CONSULTANT’s contract and supplied as a part of the services.

The Ground Penetrating Radar (GPR) system can be equipped with two antennas; an air -horn antenna with a frequency of 2.0 GHZ (base scope). A GPS unit with sub -foot precision is mounted with the GPR, so that all the data are geotagged. Experienced project engineers will perform the pavement layer thickness analysis. The raw data is filtered from background noise. Then, the data analysis engineer detects the traces of the interfaces through the entire testing length. CONSULTANT has the capability to provide data and results in both tabular and graphical formats.

Task 5 Deliverables:

1. CONSULTANT will perform FWD testing on the selected roadways by conducting a pass in each direction of travel. The data will be harnessed to back calculate a Structural Index (SI).

2. CONSULTANT will perform GPR testing on the selected roadways by conducting a pass in each direction of travel. The data will be analyzed to deliver a surface layer thickness measurement.

3. CONNSULTANT will populate the pavement inventory (GIS database) with attributes for a Structural Index (SI) and a pavement thickness measurement. Data will be associated to the subsegment ID Task 6 – Traffic Sign Inventory
CONSULTANT’s Pavement and ROW collection vehicles will collect public right of way asset inventory of 1,091 lane miles. The vehicles will capture images at an interval of approximately 20 feet for both forward and side- facing directions and geo -referenced to the pavement inventory by segment. CONSULTANT will collect the following attributes:

Sign Attributes (Point Feature):
• AssetID
• X,Y Location
• MUTCD Code
• Sign Text
• Photo Image link
• Physical Condition Rating
o Good: sign is visible, not faded, straight/upright, legible, no graffiti 14

o Fair: sign has minor to no visual defects with good reflectivity, not faded, straight/upright, legible, no graffiti = sign that may need replacement after 5 or more years o Poor: sign has many visual defects with poor reflectivity faded, bent, or pushed over (sign panel or post), heavy graffiti; obstructed; not visible or legible = sign needs immediate replacement • Location (Street Name asset located on)
• Post Total
• Sign Face Direction
o E, W, N, S, NW, NE, SW, SE, EW, NS
• Travel Direction
o E
• Comments
• Obstructed
o Yes
o No
• Legend Color
• Back Color
• Hump Case
o Yes
o No
o N/A
• Support structure type
o Wood Pole
o Bridge
o U-Channel
o Utility Pole
o Mast Arm
o Pipe
o Steel Square
o Streetlight
o Traffic Signal
o Other

TASK 6 Deliverables:

1. CONSULTANT will deliver a traffic sign inventory including supports with attributes identified above in a GIS file geodatabase

Task 7 – Pavement Width Verifications
The CONSULTANT will use aerial imagery and the images from the RAC camera system to capture the width of pavement for each street segment to compare with any existing database information.

CONSULTATNT will capture multiple widths for each pavement segment , including noticeable width changes (including turn lanes) to ensure an acceptable average width per segment is acquired for budgetary modeling purposes and load to Lucity. Lengths for each pavement segment will be verified from the RAC vehicle’s GPS and IMU data and compared to the existing database.

Task 7 Deliverables:

1. CONSULTANT will deliver the width and length measurements as an attribute within the final dataset. 15

Task 8 – Onsite RAS Data Reviews of Pilot Roads
CONSULTANT will conduct an onsite pilot verification of approximately 10 miles of roadway, based on selection by the OWNER, to provide a preliminary review of the condition data and resulting PCI scores.

CONSULTANT will perform a field evaluation, coordinated to include the OWNER, to review the field conditions and compare to the evaluation and PCI results.

Task 8 Deliverables:

1. CONSULTANT will deliver results of the pilot study in Excel format

2. CONSULTANT will conduct an onsite field validation of the results with the OWNER.

Task 9 & 10 – Spatial Analysis & Development of SuperSegments & Lucity Configuration, Pavement Analysis, Budget Scenarios, 5-Year Plan
The CONSULTANT will review the existing configuration of the OWNER’s Lucity pavement module to ensure the operating parameters are up to date. Operating parameter review includes the following:
• Review of existing Supersegment layer and recommendations after discussions with City staff • Development and modification of the Lucity linked Supersegment layer • Proper use of condition indices such as SDI, RI, and SI to calculate final PCI • Maintenance & rehabilitation activity review/update – PCI triggers and costs • Deterioration curve review and update
• Input of completed work into the OWNER’s production Lucity environment • Input of planned work into the OWNER’s production Lucity environment • Budgetary model setup and development. Model runs to include the following:
o Fix all scenario
o Do nothing scenario
o Steady state PCI scenario
o Steady state backlog scenario
o Current OWNER funding scenario
o Desired level of service scenario
o Custom profile scenario #1
o Custom profile scenario #2

CONSULTANT will work with the OWNER to review
and develop constraints and criteria for development of the budget scenarios, including review of typical maintenance treatments used by the OWNER, development of improvement impacts for each treatment, and unit rate costs for each maintenance treatment.

Task 9 & 10 Deliverables:

1. CONSULTANT will develop spatially optimized SuperSegments that adhere to the City’s operational objectives for project selections and sizes.

2. CONSULTANT will provide consultation with the OWNER to configure the analysis operating parameters for the analysis in the Lucity software.

3. CONSULTANT will export the results and deliver the multi-year budget scenarios based upon OWNER’s criteria and budget as defined during the analysis parameter meetings between CONSULTANT and OWNER.

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Task 11 – City Staff Lucity Training
CONSULTANT will conduct a training program covering the basic use of the Lucity pavement module, the logic behind the configuration of Lucity analysis modules, basic inventory management, and suggestions for regular diagnostic reviews to ensure the system is functioning successfully (i.e. all subsegments have a corresponding supersegment, all subsegments have a functional class, all subsegments have a degradation curve, etc.). The training program will cover a total of 8-hours of training. The OWNER and CONSULTANT will determine if the training sessions are to be broken into 2-hour or 4-hour sessions. The CONSULTANT has found that 2-hour session blocks seem to be the most successful to schedule with most municipal agencies. Training is tailored for each agency and can include the following topics:
• System Introduction, Critical Information, Pitfalls, and Data QA/QC Checks (Pavements, Classifications, Current PCI, etc.)
• Supersegments, Condition Data, Analyzed Roads
• Parameters (COD, Critical Zone, Spreadsheet)
• Modeling Overview & Components
• Setup Treatments and Budgets
• Run Additional Budgets, QC Results
• Data Visualization / Review of Results
Task 11 Deliverables:

1. CONSULTANT will perform remote training sessions for OWNER staff.

2. OWNER to provide recording of the training sessions.

Task 13 – Software Data Import: Pavement Condition & Sign Inventory (Lucity/CentralSquare) OWNER to provide CONSULTANT with legacy pavement inventory attribution (such as completed work) in Excel format for formatting and prep to import to Lucity. All legacy data must have a corresponding Lucity subsegment ID for legacy data import activities.

The CONSULTANT will package up the legacy data, 2026 pavement attribute and inspection data, updated sign inventory (gap analysis), and load it to a Lucity test environment (if available) for OWNER review.

Upon acceptance of the OWNER, CONSULTANT will initiate the load to the OWNER’s production Lucity environment.

Task 13 Deliverables:

1. CONSULTANT will first load the inspection data to a test environment and proceed to the production environment after acceptance by OWNER staff.

Task 14 – Executive Summary Report & Final Deliverables CONSULTANT will deliver a n Executive Summary and Final Pavement Condition Index Report for the project including:
• Executive Summary.
• Project scope & methodology
• Pavement Condition Assessment
• Pavement Condition Index (PCI) Calculation
• International Roughness Index (IRI) Calculation
• Structural Index Calculation (SI) – if added to the scope of services • Street segment PCI results throughout the network.
17

• Street segment IRI results throughout the network.
• Pavement maintenance, preservation, and rehabilitation funding • Deterioration curves
• Treatment activities and costs
• Budget scenarios
• Overall summary
Task 14 Deliverables:

1. PDF report deliverable with AGOL access to report maps.

2. Exhibits to include network PCI and street segment length, lanes, and pavement type.

3. Appendices to include distress definitions, review of technology equipment utilized, review of QA/QC program, and a description of the LCMS device.

Task 15 – Videologger Configuration, Deployment, and 5-years of annual hosting CONSULTANT will configure and deploy a web-hosted videologger to allow OWNER to perform a virtual drive along the roadway without leaving the office. All right -of-way imagery will be loaded to the videologger in addition to the orthogonal LCMS pavement view used for inspections. The video logger will include an embedded map where the segment level PCI’s can also be displayed. The videologger is static in nature and not synchronized with the City’s Lucity Web environment.

Year 1 of the videologger will include configuration, deployment, and hosting. In addition, the scope includes an additional 4-year of videologger hosting.

Task 15 Deliverables:

1. CONSULTANT will configure, deploy, and deliver URL access to City staff.

2. An additional 4-years of videologger hosting, starting in Year 2.

18

Task 16 – Client Success Support Package – PmaaS Bronze Level (Starting in Year 2) As a dedicated pavement and asset management consultant, RAS is committed to the long-term success and improvement of the City’s roadways. As such, RAS can provide on -call pavement and pavement analysis support related specifically to Lucity and/or the industry itself. The 12 -month support subscription is meant to be flexible and provide the City with access to consulting services that are dedicated to the use of the Lucity pavement module and pavement/asset management expertise. Hours can be used for add itional training or even the assignment of tasks to the RAS support team such as programming in City completed work, assigning tasks (planned work), modifying supersegments when projects do not match their existing geometry, running ad -hoc budgetary scenarios, refreshing PCI, or even simply consulting on best practices related to the use of pavement preservation techniqu es. The most common use of these support services is a complete refresh of the analysis results in Year 2, after the City has completed one full year of work. The bronze package includes up to 85 hours of support.

Task 16 Deliverables:

1. Up to 85 hours of support related to pavement management, pavement analysis, or even the use of the Lucity pavement modules.

19

Attachment B
City of Visalia FY26 Pavement Condition Survey
The CONSULTANT fee structure for this assignment can be found below with the compiled tasks to illustrate the full scope of this project. The CONSULTANT fees are based on the proposed scope of work as outlined in Attachment A.

Base Scope of Work

Assumptions:
• CONSULTANT to consume OWNER GIS centerline for developing survey mileage. • OWNER’s Lucity database and synchronized GIS centerlines should retain a one-to-one relationship. • Arterial and collector roadways will be surveyed once in each direction, and the local roadways will be surveyed in a single direction.
o CONSULTANT to survey 729 miles of paved roadways.
• FWD and GPR testing is to be co nducted on arterial and collector roadways in each direction with a Task Description Units Unit Cost Fee
Base Services
1 Project Initiation & GIS Centerline Identification 1 $1,949.50 $1,949.50 2 Field Set-Up, GPS Network Creation, & Mobilization 1 $8,000.00 $8,000.00 3 Collect Street Network Surface Conditions [Units = Test Miles] 729 $100.00 $72,900.00 4a Pavement Condition Index (PCI) - Modified ASTM D6433 [Units = Test Miles] 729 $42.00 $30,618.00 4b Network Geometrics Collection and Reporting [Units = Test Miles] 729 $15.00 $10,935.00 5a FWD Mobilization & Calibration 1 $7,800.00 $7,800.00 5b FWD Traffic Control [Units = Hours]* Estimated Fee 291 $200.00 $58,200.00 5c FWD Testing and Analysis (Arterials & Collectors Only) [Units = Test Miles] 355 $272.60 $96,773.00 5d GPR Testing and Analysis (Arterials & Collectors) [Units = Test Miles] 355 $150.70 $53,498.50 6 Traffic Sign Inventory [Units = RAS Lane Miles] (Gap Analysis) 1,091 $45.00 $49,095.00 7 Pavement Width Verifications [Units = RAS Lane Miles] 1,104 $8.00 $8,832.00 8 Onsite RAS Data Reviews of Pilot Roads 1 $3,500.00 $3,500.00 9 Spatial Analysis & Development of SuperSegments [Units = RAS Lane Miles] 1,104 $7.00 $7,728.00 10 Lucity Configuration, Pavement Analysis, Budget Scenarios, 5-Year Plan 1 $20,000.00 $20,000.00 11 City Staff Lucity Training: Two (2) Half-Day Training Sessions 1 $3,000.00 $3,000.00 13a Format Legacy [Pavement Data in XLSX] Data for Import to Lucity 2025.3 1 $1,500.00 $1,500.00 13b 2026 & Legacy Pavement Data Import to Lucity 2025.3 1 $8,500.00 $8,500.00 13c ROW Asset Data and Imagery Import to Lucity 2025.3 [Per Asset Feature Class] 1 $7,000.00 $7,000.00 14 Executive Summary Report & Final Deliverables (Including Imagery) 1 $10,000.00 $10,000.00 15a RAS Videologger Configuration & Deployment (Year 1) 1 $8,500.00 $8,500.00 15b RAS Videologger Hosting [Annual Fee] (Starting in Year 2) 4 $2,900.00 $11,600.00 16 Client Success Package - PMaaS Bronze Level (Starting in Year 2) 1 $20,000.00 $20,000.00 $499,929.00
City of Visalia
Update of the City’s Pavement Management Program
Base Services Sub-Total:
20

minimum of 1 test per segment; CONSULTANT to survey 355 test miles. • Roads are to be surveyed when free of debris and standing water at temperatures between 40- and 90- degrees Fahrenheit.
• Bill monthly, lump sum based on percent complete for each task item. Fees are inclusive of labor and expenses.

Optional Services

Annual PMaaS Service Models

Task Description Units Unit Cost Fee
Optional Services
17 Pavement Markings/Striping Inventory & Assessment [Units = RAS Lane Miles - No Locals] 355 $80.00 $28,400.00 18 Pedestrian Curb Ramps Inventory & Assessment [Units = RAS Lane Miles] 1,091 $32.00 $34,912.00 19 Sidewalk Inventory & Assessment [Units = RAS Lane Miles] 1,091 $44.00 $48,004.00 20 Sidewalk Obstructions Inventory & Assessment [Units = RAS Lane Miles] 1,091 $30.00 $32,730.00 21 Curb and Gutter Inventory & Assessment [Units = RAS Lane Miles] 1,091 $55.00 $60,005.00 22 Traffic Signals Inventory & Assessment [Units = RAS Lane Miles] 1,091 $29.00 $31,639.00 23 Streetlights Inventory & Assessment [Units = RAS Lane Miles] 1,091 $30.00 $32,730.00 24 Storm Inlets and Catch Basins Inventory & Assessment [Units = RAS Lane Miles] 1,091 $25.00 $27,275.00 25 Guardrails Inventory & Assessment [Units = RAS Lane Miles] 1,091 $48.00 $52,368.00 26 Barriers/Retaining Walls Inventory & Assessment [Units = RAS Lane Miles] 1,091 $42.00 $45,822.00 27 Bike Lanes Inventory & Assessment [Units = RAS Lane Miles] 1,091 $50.00 $54,550.00 28 Driveways Inventory & Assessment [Units = RAS Lane Miles] 1,091 $55.00 $60,005.00 29 Fire Hydrants Inventory & Assessment [Units = RAS Lane Miles] 1,091 $25.00 $27,275.00 30 Manholes Inventory & Assessment [Units = RAS Lane Miles] 1,091 $25.00 $27,275.00 31 Utility Poles Inventory & Assessment [Units = RAS Lane Miles] 1,091 $30.00 $32,730.00 4RAS Lane Miles (for ROW Assets) reflect double the centerline mileage; extraction from both sides of the roadway.

Task Optional Annual PMaaS Support Packages Units Unit Cost Fee 32 Client Success Package - PMaaS Bronze Level (Starting in Year 2) 1 $20,000.00 $20,000.00 33 Client Success Package - PMaaS Silver Level (Starting in Year 2) 1 $27,000.00 $27,000.00 34 Client Success Package - PMaaS Gold Level (Starting in Year 2) 1 $36,000.00 $36,000.00 35 Client Success Package - PMaaS Platinum Level (Starting in Year 2) 1 $49,500.00 $49,500.00 36 Client Success Package - PMaaS Titanium Level (Starting in Year 2) 1 $63,000.00 $63,000.00 21

Hourly Rate Schedule

Task RAS Hourly Billing Rates Units Unit Cost Fee
37 Data Collection Specialist 1 $97.26 $97.26
38 GIS Technician 1 $112.74 $112.74
39 GIS Analyst 1 $121.18 $121.18
40 Database Administrator 1 $121.18 $121.18
41 Senior GIS Analyst 1 $144.61 $144.61
42 Project Engineer 1 $150.15 $150.15
43 Senior Database Administrator 1 $165.58 $165.58
44 Project Manager 1 $173.25 $173.25
45 Senior Project Engineer 1 $183.92 $183.92
46 Senior Project Manager 1 $207.91 $207.91
47 Pavement Consultant 1 $236.13 $236.13
48 Senior Pavement Consultant 1 $271.84 $271.84
49 Principal-in-Charge 1 $291.17 $291.17
22 Professional Services for the update of the City’s Pavement Management Program RFP NO. 24-25-54

Submit with Proposal
Exhibit “A-4”

DISCLOSURE FORMS

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, . 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.

__________________________________________________________________________________________ Print or Type Name of Bidder/Proposer/Contractor/Consultant/Supplier/Vendor/Company

__________________________________________ __________________________________________ Signature of Company Authorized Individual Print or Type Name of Authorized Individual Date

Roadway Asset Services, LLC
6001 W Parmer Lane, Suite 370-1102, Austin, TX 78727
Bart Williamson, Scot Gordon, Rafael Rivera, Mark Kramer, Zac Thomason X
Platinum Strategies, LLC
Roadway Asset Services, LLC
Bart Williamson
11 / 11 / 2025
23 Professional Services for the update of the City’s Pavement Management Program RFP NO. 24-25-54

Exhibit “A-8”

S A M P L E – Subject to changes

PROFESSIONAL SERVICES AGREEMENT
FOR THE UPDATE OF THE CITY’S PAVEMENT MANAGEMENT PROGRAM

This Agreement, entered into this ________ day of ________________, 202 5, by and between the City of Visalia, hereinafter referred to as the “CITY”, and ____________________________ hereinafter referred to as the “CONSULTANT”.

W I T N E S S E T H

WHEREAS, the CITY is authorized and empowered to employ consultants and specialists in the performance of its duties and functions; and

WHEREAS, the CITY has the desire to secure certain technical and professional services to assist in the preparation and completion of the items of work described as “Scope of Work” in RFP No. 24-25-54, which along with the response submitted by CONSULTANT is attached as Exhibit “A”, and hereinafter referred to as the “PROJECT”; and

WHEREAS, the CONSULTANT represents it is licensed, qualified and willing to provide such services pursuant to terms and conditions of this Agreement.

NOW, THEREFORE, CITY and CONSULTANT agree as follows:

I. SERVICES TO BE PERFORMED BY THE CONSULTANT

A. Authorized Scope of Work : The CONSULTANT agrees to perform all work necessary to complete in a manner satisfactory to the CITY those tasks described in Exhibit “A” - Scope of Work, which shall be the Scope of Work for the project as described in RFP No. 24-25-54, unless the parties agree in writing to modify the Scope of Work as stated in the RFP, for the cost identified in Exhibit “B” - Project Fee.

B. Additional Services: Incidental work related to the PROJECT and not provided for in Exhibit “A” may be needed during the performance of this Agreement. The CONSULTANT agrees to provide any and all additional services at the rates identified in attached Exhibit “C” – Consultant Schedule of Fees for Professional Services. Such additional services shall not be performed by CONSULTANT without the written consent of CITY.

II. TIME OF PERFORMANCE

The CONSULTANT shall commence performance of this Agreement within ten (10) days of the effective date on the Consultant’s written Notice to Proceed and shall complete the work within the timeframes outlined in Exhibit “B”, unless otherwise extended in writing by CITY, in its sole discretion.

24 Professional Services for the update of the City’s Pavement Management Program RFP NO. 24-25-54

If the CONSULTANT fails to complete the PROJECT within the time specified, plus any extensions of time which may be granted, the CITY shall determine the percent of each work item completed and shall pay the CONSULTANT on that basis.

CONSULTANT shall not be responsible for delays which are due to causes beyond the CONSULTANT’s reasonable control. In the case of any such delay, the time of completion shall be extended accordingly in a writing signed by both parties.

III. COMPENSATION

A. Total Compensation: For services performed pursuant to this Agreement, the CITY agrees to pay and the CONSULTANT agrees to accept, a lump sum amount of _______________________________________ dollars ($ ) as shown in Exhibit “B”. This amount shall constitute complete compensation, including document production and out -of-pocket expenses for all services for the work and PROJECT identified in Exhibits “A” and “B”. CONSULTANT agrees these amounts, as authorized, will constitute complete compensati on, including document production and out -of- pocket expenses, for services authorized by CITY for the PROJECT per the Scope of Work, Project Fees, and Schedule identified in Exhibit “A”, “B”, and “C”, respectively.

No other compensation is authorized by t his Agreement without separate written amendment.

B. Payment of Compensation: The CONSULTANT shall be compensated no more than monthly, based on percentage of work of each noted phase completed to date. The CONSULTANT shall be paid no later than thirty (30) days following submission of a written, verified billing to the CITY. Said billing shall include the percentage of each task completed to date and since the date of the preceding billing, if any.

IV. AUTHORIZED REPRESENTATIVE

A. CITY: The _____________________ shall represent the CITY in all matters pertaining to the services to be rendered under this Agreement, except where approval of the City Council of the City of Visalia is specifically required.

B. CONSULTANT: ______________ shall represent and act as principle for CONSULTANT in all matters pertaining to the services to be rendered by it under this Agreement.

V. TERMINATION

The right to terminate this Agreement, with or without cause, may be exercised without prejudice to any other right or remedy to which the terminating party may be entitled at law or under this Agreement.

A. Termination By Either Party Without Cause : The CITY or CONSULTANT may terminate this Agreement at any time by giving written notice to the other of such termination and specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination.

25 Professional Services for the update of the City’s Pavement Management Program RFP NO. 24-25-54

B. Termination of Agreement for Cause : The CITY may by written notice to the CONSULTANT specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination, terminate the whole or any part of this Agreement in any of the following circumstances:

1. If the CONSULTANT fails to perform the services called for by this Agreement within time(s) specified herein or any extension thereof; or

2. If the CONSULTANT fails to make progress under this Agreement as to endanger performance of this Agreement in accordance with its terms, and does not correct such failure within a period of XXX (XX) days (or longer period as the CITY may authorize in writing) after receipt of notice from the CITY specifying such failure.

C. Post-Termination:

1. In the event the CITY terminates this Agreement with or without cause, the CITY may procure, upon such terms and such manner as it may determine appropriate, services similar to those terminated.

2. Except with respect to defaults of sub-consultants, the CONSULTANT shall not be liable for any excess costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of the CONSULTANT. Such causes include, but are not limited to, acts of God or of the public enemy, floods, epidemics, quarantine restrictions, strikes, and unusually severe weather; but in the event the failure to perform is caused by the default of a sub-consultant, the CONSULTANT shall not be liable for failure to perform, unless the services to be furnished by the sub -consultant were obtainable from other sources in sufficient time and within budgeted resources to permit the CONSULTANT to meet the required delivery schedule or ot her performance requirements.

3. Should the Agreement be terminated with or without cause, the CONSULTANT shall provide the CITY with all finished and unfinished documents, data, studies, services, drawings, maps, models, photographs, reports, etc., prepared by the CONSULTANT pursuant to this Agreement.

4. Upon termination, with or without cause, CONSULTANT will be compensated for the services satisfactorily completed to the date of termination according to compensation Provisions contained herein. In no event, shall the total compensation paid CONSULTANT exceed the total compensation agreed to herein.

5. If, after notice of termination of this Agreement, as provided for in this article, it is determined for any reason that the CONSULTANT was not in default under the provisions of this article, then the rights and obligations of the parties shall be the same as if the Agreement was terminated without cause.

6. Termination of this Agreement shall not terminate any obligation to indemnify, to maintain and make available any records pertaining to the Agreement, to 26 Professional Services for the update of the City’s Pavement Management Program RFP NO. 24-25-54

cooperate with any audit, to be subject to offset, or to make any reports of pre- termination activities.

VI. INTEREST OF OFFICIALS AND THE CONSULTANT

A. No officer, member, or employee of the CITY who exercises any functions or responsibilities in the review or approval of this Agreement shall:

1. Participate in any decision relating to this Agreement which effects his personal interest or the interest of any corporation, partnership, or association in which he has, directly or indirectly, any interest; or

2. Have any interest, direct or indirect, in this Agreement or the proceeds thereof during his tenure or for one year thereafter.

B. The CONSULTANT hereby covenants that he has, at the time of the execution of this Agreement, no interest, and that he shall not acquire any interest in the future, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed pursuant to this Agreement. The CONSULTANT further covenants that in the performance of this work, no person having any such interest shall be employed.

VII. NO PERSONNEL, AGENCY OR COMMISSION

The CONSULTANT warrants, by execution of this Agreement, that no personnel agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide established commercial or selling agencies maintained by the CONSULTANT for the purpose of securing business. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion, to deduct from this Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.

VIII. SUBCONTRACTING

A. The CONSULTANT shall not subcontract or otherwise assign any portion of the work to be performed under this Agreement without the prior written approval of the CITY.

B. In no event shall the CONSULTANT subcontract work in excess of 50% of the contract amount, excluding specialized services. Specialized services are those items not ordinarily furnished by a consultant performing the particular type of project.

IX. INDEPENDENT CONTRACTOR

In the performance of the services herein provided for, the CONSULTANT shall be, and is, an independent contractor and is not an agent or employee of the CITY. The CONSULTANT has and shall retain the right to exercise full control and supervision of all persons assisting 27 Professional Services for the update of the City’s Pavement Management Program RFP NO. 24-25-54

the CONSULTANT in the performance of said services hereunder. The CONSULTANT shall be solely responsible for all matters relating to the payment of its employees including compliance with social security and income tax withholding and all other regulations governing such matters.

X. SPECIFICATIONS

All specifications, manuals, standards, etc., either attached to this Agreement or incorporated by reference, are binding as to the performance of the work specified in this Agreement unless they are changed by written amendment to this Agreement modified in writing to incorporate such changes.

XI. DOCUMENTS/DATA

A. Ownership of Documents: All original papers and documents, produced as a result of this Agreement, shall become the property of the CITY. In addition, CITY shall be provided with access and use of any other papers and documents consistent with the purpose and scope of services covered by this Agreement. Any additional copies, not otherwise provided for herein, shall be the responsibility of the CITY.

Documents, including drawings and specifications, prepared by CONSULTANT pursuant to this Agreement, are not intended or represented to be suitable for reuse by CITY or others on extensions of the PROJECT or on any other project. Any use of the completed documents for other projects and any use of incomplete documents without the specific written authorization from CONSULTANT will be at CITY’s sole risk and without liability to CONSULTANT. Further, any and all liability arising out of changes made to CONSULTANT’s deliverables under this Agreement by CITY or persons other than CONSULTANT is waived as against CONSULTANT, and the CITY assumes full responsibility for such changes unless the CITY has given CONSULTANT prior notice and has received from CONSULTAN T written consent for such changes.

B. Publication: No report, information, or other data given or prepared or assembled by the CONSULTANT pursuant to this Agreement, shall be made available to any individual or organization by the CONSULTANT without the prior written approval of the CITY. Notwithstanding the foregoing, however, the CONSULTANT shall not be required to protect or hold in confidence and confidential information which (1) is or becomes available to the public with the prior written consent of the CITY; (2) must be disclosed to comply with law; or (3) must be disclosed in connection with any legal proceedings.

C. Copyrights: The CONSULTANT shall be free to copyright material developed under this Agreement with the provision that the CITY be given a nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use the material for gover nment or public purposes. Should CONSULTANT place a copyright notice on documents it must state, “City of Visalia holds a nonexclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use the material for government or public purposes.”

28 Professional Services for the update of the City’s Pavement Management Program RFP NO. 24-25-54

XII. INDEMNIFICATION AND INSURANCE

As respects acts, errors, or omissions in the performance of services, CONSULTANT agrees to indemnify and hold harmless CITY, its elected and appointed officers, and employees from and against any and all claims, demands, losses, reasonable defense costs, or liability, whether actual, alleged, or threatened, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT 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.

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

B. 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, CONSULTANT 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, reasonable defense costs, or liability of any kind or nature arising out of or in connection with CONSULTANT’s (or CONSULTANT’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.

C. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the CITY nor the CONSULTANT, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any remote or speculative breach of contract damages that the breaching party could not have reasonably foreseen when entering into this Agreement. To the extent this Agreement is considered a “Construction Contract” as defined by California Civil Code section 2783, CONSULTANT’s duty to indemnify CITY under this or any other provision of the Agreement shall not apply when to do so would be prohibited by California Civil Code section 2782.

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

1. Workers’ compensation insurance as required by California statues.

2. 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, Prod ucts and Completed Operations Liability, Broad Form Property Damage (if applicable), Independent Contractor’s Liability (if applicable).

29 Professional Services for the update of the City’s Pavement Management Program RFP NO. 24-25-54

3. Professional liability insurance coverage, in an amount not less than One Million Dollars ($1,000,000).

4. 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.

E. CITY’S Risk Manager is hereby authorized to reduce the requirements set forth above in the event he/she determines that such reduction is in the CITY’S best interest.

F. CONSULTANT agrees to provide thirty (30) days written notice of any policy cancellation, limitation in scope or coverage, or non -renewal. Such notice shall be provided to the, City of Visalia, 707 W. Acequia, Visalia, CA 93291.

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.”

G. Prior to commencing any work under this Agreement, CONSULTANT shall deliver to CITY insurance certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above. Within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide to CITY endorsements to the above -required policies, which add to these policies the applicable clauses referenced above. Said endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory’s company affiliation and title. Should it be deemed necessary by CITY, it shall be CONSULTANT’s responsibility to see that CITY receives documentation acceptable to CITY which sustains that the ind ividual signing said endorsements is indeed authorized to do so by the insurance company. CITY has the right to demand, and to receive within a reasonable time period, copies of any insurance policies required under this Agreement.

H. In addition to any other remedies CITY may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, CITY may, at its sole option:

1. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; or

30 Professional Services for the update of the City’s Pavement Management Program RFP NO. 24-25-54

2. Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) which become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof; or

3. Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies CITY may have and is not the exclusive remedy for CONSULTANT’s failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed as limiting in any way the extent to which CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT’s or its subcontractor’s performance of the work covered under this Agreement.

XIII. NON-DISCRIMINATION
CONSULTANT and all subcontractors shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, or sex in the performance of this Agreement. The CONSULTANT shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement.

XIV. MISCELLANEOUS PROVISIONS

A. 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.

B. Asbestos and Hazardous Materials : In providing its services hereunder, CONSULTANT shall not be responsible for identification, handling, containment, abatement, or in any other respect, for any asbestos or hazardous material if such is present in connection with the PROJECT. In the eve nt the CITY becomes aware of the presence of asbestos or hazardous material at the jobsite, CITY shall be responsible for complying with all applicable federal and state rules and regulations, and shall immediately notify CONSULTANT, who shall then be entitled to cease any of its services that may be affected by such presence, without liability to CONSULTANT arising therefrom.

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

D. Prohibition of Assignment: Neither the CITY nor CONSULTANT shall assign, delegate or transfer their rights and duties in this Agreement without the written consent of the other party.
31 Professional Services for the update of the City’s Pavement Management Program RFP NO. 24-25-54

E. Dispute/Governing Law: Any dispute not resolvable by informal arbitration between the parties to this Agreement shall be adjudicated in a Court of Law under the laws of the State of California.

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

G. 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 that State. 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 CONSULTANT 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.

H. Integration/Modification: This Agreement and each of the exhibits referenced herein, which are incorporated by reference, represents the entire understanding of the CITY and the CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any forc e or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by the CITY and the CONSULTANT.

I. 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.

J. 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.

K. Construction: This Agreement is the product of negotiation and compromise on the part of each party and the parties agree, notwithstanding Civil Code Section 1654, that in the event of uncertainty the language will not be construed against the party causing the uncertainty to exist.

L. Authority: Each signatory to this Agreement represents that it is authorized to enter into this Agreement and to bind the party to which its signature represents.

CITY OF VISALIA
707 W. Acequia Ave.

Visalia, CA 93291
Attention: City Clerk

CONSULTANT
_____________________________
_____________________________
(Attention)
_____________________________
Phone:_______________________
Email:________________________

32 Professional Services for the update of the City’s Pavement Management Program RFP NO. 24-25-54

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

N. 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 ar e 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.

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

CITY OF VISALIA CONSULTANT

___________________________ ___________________________ City Manager

Approved as to Form

__________________________________
City Attorney

_________________________________
Risk Manager

_________________________________
Project Manager

Exhibit “A”: Scope of Work
Exhibit “B”: Project Fees
Exhibit “C”: Schedule of Fees for Professional Services

33 Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0598 Agenda Date: 2/2/2026 Agenda #: 3.

Agenda Item Wording:

Award Local Road Safety Action Plan Contract - Authorize the City Manager to award the contract to Kimley-Horn and Associates to develop a Local Road Safety Action Plan in the amount of $268,912.36, and appropriate an additional $259,900 from the Transportation Fund to be reimbursed by the Tulare County Association of Governments.

Prepared by:

Leslie Blair, Senior Civil Engineer, [email protected], 713-4633 Dolores Verduzco, Financial Analyst, [email protected], 713-4540 Chris Crawford, City Engineer, [email protected], 713-4331 Jason Huckleberry, Engineering and Building Department Director, [email protected], 713-4495
Department Recommendation: Staff recommends that the City Council authorize the City Manager to award the contract for RFP 24-25-62, Local Road Safety Action Plan, to Kimley-Horn and Associates, Inc of Los Angeles in the amount of $268,912.36, and appropriate an additional $259,900 from the Transportation Fund (281 Fund) which will be reimbursed by the Tulare County Association of Governments (TCAG).

Summary:

City staff issued RFP 24-25-62 to hire a consulting firm to develop the City’sfirst comprehensive, holistic Local Road Safety Action Plan (LRSAP). The LRSAP will be a well-defined strategy aimed at reducing serious injuries and fatal crashes on all roadways in the City of Visalia. The Plan is to lay out strategic actions and offer a proactive approach for Visalia to address their roadway transportation safety issues. The expected result of the LRSAP is to save lives and prevent injuries for all road users resulting from motor vehicle crashes.

Background Discussion:

Local agencies throughout the country have developed Local Road Safety Plans (LRSP). An LRSP is needed for several reasons as it is a data-driven blueprint for saving lives by reducing severe injuries and fatal crashes. A completed LRSP is needed to:
· Secure Funding: Having a completed LRSP is often a prerequisite for local agencies to be eligible for Federal and State transportation grants, such as the Highway Safety Improvement Program (HSIP) or Safe Streets and Roads for All (SS4A) funds. · Guide Investment: The plan helps guide local investment decisions, ensuring that resources are allocated to the most effective safety countermeasures. · Coordinate Efforts: The process facilitates collaboration among diverse stakeholders (engineering, enforcement, education, and emergency medical services) to ensure a comprehensive, multi-disciplinary approach to safety.
· Be Proactive: It allows agencies to proactively address high-risk locations and systemic safety Visalia City Council Printed on 1/29/2026Page 1 of 3
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34 File #: 25-0598 Agenda Date: 2/2/2026 Agenda #: 3.
· Be Proactive: It allows agencies to proactively address high-risk locations and systemic safety issues across their entire network rather than just reacting to where crashes have already occurred.

The development of the first Local Road Safety Action Plan (LRSAP) for the City of Visalia will serve as an effective strategy to proactively identify, analyze, and prioritize roadway safety improvements.

The City’s LRSAP will create a data-driven strategy for reducing crashes, serious injuries, and fatalities on local roads by identifying the high-risk areas, analyzing the safety issues, developing a “toolbox”of effective safety countermeasures, and prioritizing the recommended improvements. A robust public engagement will be performed engaging residents, underserved communities and key stakeholders in the planning process. The LRSAP will provide evidence based programs, projects and strategies resulting in the City having a plan that works and accomplishes its purpose. The outcome will be the City having the framework to proactively tackle unique local safety needs and the eligibility for securing crucial safety grants for safety projects.

Bidding Process:

The City received proposals from five (5) firms in response to the RFP. A four-person selection committee was established to review, rate and rank the proposals. After the initial ranking was developed, the top three consultants were then invited to interview with the same selection committee that reviewed the proposals. The selection committee again rated the consulting firms to establish the final ranking of the consultants. Following is a list of the final consultant rankings:

No. Vendor Location
1 Kimley-Horn & Associates, Inc Los Angeles, CA
2 TJKM Pleasanton, CA
3 Toole Design Oakland, CA
City staff checked references and then opened the fee envelope for the selected consultant and found the fee proposal provided to be consistent with the project budget. The City is ready for City Council to award the project to Kimley-Horn & Associates, Inc. If the project is awarded by the City Council, the consulting team will immediately begin work after execution of the agreement.

Kimley-Horn and Associates, Inc is a leading full-service planning, design, engineering and environmental firm with extensive experience in roadway safety based projects. They have prepared Local Road Safety Plans and Vision Zero plans for over 75 agencies across California. Kimley-Horn understands the unique challenges and opportunities present in Visalia and other central valley communities. They prepared Visalia’sITS Strategic Plan, Tulare County RMA’sComprehensive and Equitable Road Safety Analysis and Priority List Identification, and the City of Bakersfield’sActive Transportation Plan.

Fiscal Impact:

The current project budget (CP0555) is funded by Measure R Local (131) in the amount of $190,000. Staff is requesting an additional appropriation of $259,900 which will be reimbursed by Visalia City Council Printed on 1/29/2026Page 2 of 3
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35 File #: 25-0598 Agenda Date: 2/2/2026 Agenda #: 3.
$190,000. Staff is requesting an additional appropriation of $259,900 which will be reimbursed by TCAG. Below is a budget summary identifying estimated expenditures for the project.

Local Road Safety Action Plan - Budget Summary
Project Funding Source:

Measure R Local (131) 190,000$
TCAG 259,900$
Total Project Funding 449,900$
Project Budget:

Consultant Fee - Kimley-Horn 269,000$
Contingency (10%) 36,000$
City Staff Costs 60,000$
Total Project Cost 365,000$
Estimated Budget Remaining 84,900$
Funds to be reimbursed by TCAG require a local match of 11.47% There are sufficient City funds to meet the required local match. Remaining funds after project completion will be returned to the Measure R Local Fund.

Prior Council Action: None
Other: None
Alternatives: Not award the contract and not develop a Local Road Safety Action Plan.

Recommended Motion (and Alternative Motions if expected):

I move to authorize the City Manager to award a contract to Kimley-Horn and Associates to develop a Local Road Safety Action Plan in the amount of $268,912.36, and appropriate $259,900 from the Transportation Fund.

Environmental Assessment Status: Not required.

CEQA Review: None required.

Deadline for Action: 2/2/2026
Attachments: 1) Fee Proposal Kimley-Horn & Associates, Inc; 2) Ownership Disclosure Form; 3) Draft Contract
Visalia City Council Printed on 1/29/2026Page 3 of 3
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36 Name
Fabian
Campos
Darryl
dePencier
Sowmya
Chandrasekhar
Jean
Fares
Frederik
Venter
Category/Title Deputy Project
Manager
Project
Manager
Senior
Advisor
Principal-in-
Charge
QA/QC
Manager
Billing Rate $210.00 $295.00 $295.00 $350.00 $350.00 $325.00 $295.00 $255. 00 $210.00 $180.00 $165.00 $150.00 $140.00 Task 1 3 8 2 4 0000000 4 8 0 2 0 0 1 3 0 $ 2 6 , 7 0 0 . 0 0

1.1 38 24 48 20 130 $ 26,700.00
Task 2 44211100000 1 5 0 2 8 $ 5 , 8 8 5 . 0 0

2.1 442111 15 28 $ 5,885.00
Task 3 2 4 2 2 200200 2 2 2 4 1 2 1 0 9 1 2 2 2 9 $ 4 1 , 7 2 0 . 0 0

3.1 2 10 12 $ 1,920.00

3.2 22 4 4 15 27 $ 4,820.00

3.3 18 18 20 56 $ 12,090.00

3.4 2 2 2 2 10 10 10 2 40 $ 7,930.00

3.5 8 10 12 54 10 94 $ 14,960.00
Task 4 1 8 40022042 2 2 0 2 2 0 4 2 7 8 $ 4 5 , 2 7 0 . 0 0

4.1 10 2 2 2 6 90 4 116 $ 18,900.00

4.2 42 4 8 70 88 $ 14,390.00

4.3 42 8 60 74 $ 11,980.00
Task 5 2 0 1 8 200200 4 0 8 0 2 2 1 8 0 2 0 3 8 4 $ 6 6 , 9 8 0 . 0 0

5.1 422 20 40 10 120 12 210 $ 34,750.00

5.2 10 10 2 20 40 12 50 8 152 $ 27,700.00

5.3 66 10 22 $ 4,530.00
Task 6 1 0 0002000040 1 7 0 3 3 $ 6 , 0 7 0 . 0 0

6.1 2 2 4 $ 720.00

6.2 82 4 15 29 $ 5,350.00
Task 7 62000000060 4 6 0 6 0 $ 9 , 8 3 0 . 0 0

7.1 2 10 12 $ 1,920.00

7.2 42 6 36 48 $ 7,910.00
Task 8 442126866 1 8 5 1 0 0 0 1 6 2 $ 2 9 , 8 2 5 . 0 0

8.1 22 6448 5 0 7 6 $ 1 3 , 5 8 0 . 0 0

8.2 222126222 1 0 5 5 0 8 6 $ 1 6 , 2 4 5 . 0 0 Task 9 1 0 2000000000 2 5 0 3 7 $ 6 , 4 4 0 . 0 0

9.1 52 10 17 $ 3,140.00

9.2 5 15 20 $ 3,300.00
Task 10 830034068 1 3 8 5 6 0 1 0 9 $ 2 0 , 1 8 5 . 0 0

10.1 21 1 1 6 11 $ 2,145.00

10.2 4 4 6 6 10 8 30 68 $ 12,550.00

10.3 2 2 2 2 2 20 30 $ 5,490.00
142 83 8 2 10 17 8 16 78 215 47 788 36 1,450
$29,820.00 $24,485.00 $2,360.00 $700. 00 $3,500.00 $5,525.00 $2,360.00 $4,080.00 $16,380.00 $38,700.00 $7,755.00 $118,200.00 $5,040.00 $ 258,905.00 $ 10,007.36
$ 5,007.36
$ 692.00
$ 670.40
$ 692.00
$ 1,219.96
$ 1,136.00
$ 597.00
$ 4,000.00
$ 705.00
$ 1,295.00
$ 2,000.00
$ 1,000.00
$ 90.00
$ 475.00
$ 435.00
$ 268,912.36
Project
Support
Project Planning and Coordination
Ongoing Coordination
Analyst I TOTAL
HOURS

CITY OF VISALIA
Local Road Safety Action Plan
Kimley-Horn and Associates, Inc.

Sr.

Professional II
Sr.

Professional I
Sr.

Professional I Professional Analyst II
Community Outreach
Develop Stakeholder List
Assemble Oversight Committee of Safety Partners
Leadership Commitment and Goal Setting
Vision Statement, Goals and Timeline
High Injury Network
Engagement & Collaboration
Agenda Development and Logistics
Community Charrette
Conduct Oversight Committee Meetings
Develop Community Outreach Plan
Produce and Distribute Outreach Materials
Data Collection/Safety Analysis
Collect Data on Existing Conditions and Historical
Trends/Prepare Base Maps
Safety Analysis
Policy and Process Changes
Collect Current Policies, Plans, Guidelines and
Standards
Assessment Discussion
Workshop on Draft Plan
Equity Considerations
Inclusive and Representative Process
Equity Impact Assessments
Progress and Transparency
Evaluation and Measurement
Transparency
Strategy and Project Selections
Identify Projects and Strategies
Prioritization and Deployment
Analyst II
Public Coordinate
Courier Shipping and Handling
Hard Cover Posters
Outside Printing
Easels and Place Making
TOTAL COST:

Travel/Mileage
Outreach Material Distribution
Community Charette
Final Plan Presentation

TOTAL COST
Project Kickoff
Committee Meeting #1
Committee Meeting #3
Community Engagement Incentives
Community Fair Incentives
Engagement & Collaboration
Develop Final Plan and Present to Council

TOTAL HOURS
Subtotal Labor:

Other Direct Costs
Draft and Final Plan Development
Develop Plan Outline
Develop Draft Plan for Public Review
37 38
39 S A M P L E

PROFESSIONAL SERVICES TO DEVELOP A

LOCAL ROAD SAFETY ACTION PLAN (LRSAP)
This Agreement, entered into this ________ day of ________________, 2025, by and between the City of Visalia, hereinafter referred to as the “CITY”, and ____________________________ hereinafter referred to as the “CONSULTANT”.

W I T N E S S E T H
WHEREAS, the CITY is authorized and empowered to employ consultants and specialists in the performance of its duties and functions; and
WHEREAS, the CITY has the desire to secure certain technical and professional services to assist in the preparation and completion of the items of work described as “Scope of Work” in RFP No. 24-25-62, which along with the response submitted by CONSULTANT is attached as Exhibit “A”, and hereinafter referred to as the “PROJECT”; and

WHEREAS, the CONSULTANT represents it is licensed, qualified and willing to provide such services pursuant to terms and conditions of this Agreement.

NOW, THEREFORE, CITY and CONSULTANT agree as follows:

I. SERVICES TO BE PERFORMED BY THE CONSULTANT
A. Authorized Scope of Work: The CONSULTANT agrees to perform all work necessary to complete in a manner satisfactory to the CITY those tasks described in Exhibit “A” - Scope of Work, which shall be the Scope of Work for the project as described in RFP No. 24-25-62, unless the parties agree in writing to modify the Scope of Work as stated in the RFP, for the cost identified in Exhibit “B” - Project Fee.

B. Additional Services: Incidental work related to the PROJECT and not provided for in Exhibit “A” may be needed during the performance of this Agreement. The CONSULTANT agrees to provide any and all additional services at the rates identified in attached Exhibit “C” – Consultant Schedule of Fees for Professional Services. Such additional services shall not be performed by CONSULTANT without the written consent of CITY.

II. TIME OF PERFORMANCE
The CONSULTANT shall commence performance of this Agreement within ten (10) days of the effective date on the Consultant’s written Notice to Proceed and shall complete the work within the timeframes outlined in Exhibit “B”, unless otherwise extended in writing by CITY, in its sole discretion.
40 If the CONSULTANT fails to complete the PROJECT within the time specified, plus any extensions of time which may be granted, the CITY shall determine the percent of each work item completed and shall pay the CONSULTANT on that basis.

CONSULTANT shall not be responsible for delays which are due to causes beyond the CONSULTANT’s reasonable control. In the case of any such delay, the time of completion shall be extended accordingly in a writing signed by both parties.

III. COMPENSATION
A. Total Compensation: For services performed pursuant to this Agreement, the CITY agrees to pay and the CONSULTANT agrees to accept, a lump sum amount of _______________________________________ dollars ($ _____________) as shown in Exhibit “B”. This amount shall constitute complete compensation, including document production and out-of-pocket expenses for all services for the work and PROJECT identified in Exhibits “A” and “B”. CONSULTANT agrees these amounts, as authorized, will constitute complete compensation, including document production and out-of-pocket expenses, for services authorized by CITY for the PROJECT per the Scope of Work, Project Fees, and Schedule identified in Exhibit “A”, “B”, and “C”, respectively. No other compensation is authorized by this Agreement without separate written amendment.

B. Payment of Compensation: The CONSULTANT shall be compensated no more than monthly, based on percentage of work of each noted phase completed to date. The CONSULTANT shall be paid no later than thirty (30) days following submission of a written, verified billing to the CITY. Said billing shall include the percentage of each task completed to date and since the date of the preceding billing, if any.

IV. AUTHORIZED REPRESENTATIVE
A. CITY: The _____________________ shall represent the CITY in all matters pertaining to the services to be rendered under this Agreement, except where approval of the City Council of the City of Visalia is specifically required.

B. CONSULTANT: ______________ shall represent and act as principle for CONSULTANT in all matters pertaining to the services to be rendered by it under this Agreement.

V. TERMINATION
The right to terminate this Agreement, with or without cause, may be exercised without prejudice to any other right or remedy to which the terminating party may be entitled at law or under this Agreement.

A. Termination By Either Party Without Cause: The CITY or CONSULTANT may terminate this Agreement at any time by giving written notice to the other of such 41 termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination.

B. Termination of Agreement for Cause: The CITY may by written notice to the CONSULTANT specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination, terminate the whole or any part of this Agreement in any of the following circumstances:

1. If the CONSULTANT fails to perform the services called for by this Agreement within time(s) specified herein or any extension thereof; or

2. If the CONSULTANT fails to make progress under this Agreement as to endanger performance of this Agreement in accordance with its terms, and does not correct such failure within a period of Fifteen (15) days (or longer period as the CITY may authorize in writing) after receipt of notice from the CITY specifying such failure.

C. Post-Termination:

1. In the event the CITY terminates this Agreement with or without cause, the CITY may procure, upon such terms and such manner as it may determine appropriate, services similar to those terminated.

2. Except with respect to defaults of sub-consultants, the CONSULTANT shall not be liable for any excess costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of the CONSULTANT. Such causes include, but are not limited to, acts of God or of the public enemy, floods, epidemics, quarantine restrictions, strikes, and unusually severe weather; but in the event the failure to perform is caused by the default of a sub-consultant, the CONSULTANT shall not be liable for failure to perform, unless the services to be furnished by the sub-consultant were obtainable from other sources in sufficient time and within budgeted resources to permit the CONSULTANT to meet the required delivery schedule or other performance requirements.

3. Should the Agreement be terminated with or without cause, the CONSULTANT shall provide the CITY with all finished and unfinished documents, data, studies, services, drawings, maps, models, photographs, reports, etc., prepared by the CONSULTANT pursuant to this Agreement.

4. Upon termination, with or without cause, CONSULTANT will be compensated for the services satisfactorily completed to the date of termination according to compensation Provisions contained herein. In no event, shall the total compensation paid CONSULTANT exceed the total compensation agreed to herein.
42 5. If, after notice of termination of this Agreement, as provided for in this article, it is determined for any reason that the CONSULTANT was not in default under the provisions of this article, then the rights and obligations of the parties shall be the same as if the Agreement was terminated without cause.

6. Termination of this Agreement shall not terminate any obligation to indemnify, to maintain and make available any records pertaining to the Agreement, to cooperate with any audit, to be subject to offset, or to make any reports of pre-termination activities.

VI. INTEREST OF OFFICIALS AND THE CONSULTANT
A. No officer, member, or employee of the CITY who exercises any functions or responsibilities in the review or approval of this Agreement shall:

1. Participate in any decision relating to this Agreement which effects his personal interest or the interest of any corporation, partnership, or association in which he has, directly or indirectly, any interest; or

2. Have any interest, direct or indirect, in this Agreement or the proceeds thereof during his tenure or for one year thereafter.

B. The CONSULTANT hereby covenants that he has, at the time of the execution of this Agreement, no interest, and that he shall not acquire any interest in the future, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed pursuant to this Agreement. The CONSULTANT further covenants that in the performance of this work, no person having any such interest shall be employed.

VII. NO PERSONNEL, AGENCY OR COMMISSION
The CONSULTANT warrants, by execution of this Agreement, that no personnel agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide established commercial or selling agencies maintained by the CONSULTANT for the purpose of securing business. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion, to deduct from this Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.

VIII. SUBCONTRACTING
A. The CONSULTANT shall not subcontract or otherwise assign any portion of the work to be performed under this Agreement without the prior written approval of the CITY. 43 B. In no event shall the CONSULTANT subcontract work in excess of 50% of the contract amount, excluding specialized services. Specialized services are those items not ordinarily furnished by a consultant performing the particular type of project.

IX. INDEPENDENT CONTRACTOR
In the performance of the services herein provided for, the CONSULTANT shall be, and is, an independent contractor and is not an agent or employee of the CITY. The CONSULTANT has and shall retain the right to exercise full control and supervision of all persons assisting the CONSULTANT in the performance of said services hereunder. The CONSULTANT shall be solely responsible for all matters relating to the payment of its employees including compliance with social security and income tax withholding and all other regulations governing such matters.

X. SPECIFICATIONS
All specifications, manuals, standards, etc., either attached to this Agreement or incorporated by reference, are binding as to the performance of the work specified in this Agreement unless they are changed by written amendment to this Agreement modified in writing to incorporate such changes.

XI. DOCUMENTS/DATA
A. Ownership of Documents: All original papers and documents, produced as a result of this Agreement, shall become the property of the CITY. In addition, CITY shall be provided with access and use of any other papers and documents consistent with the purpose and scope of services covered by this Agreement. Any additional copies, not otherwise provided for herein, shall be the responsibility of the CITY.

Documents, including drawings and specifications, prepared by CONSULTANT pursuant to this Agreement, are not intended or represented to be suitable for reuse by CITY or others on extensions of the PROJECT or on any other project.

Any use of the completed documents for other projects and any use of incomplete documents without the specific written authorization from CONSULTANT will be at CITY’s sole risk and without liability to CONSULTANT. Further, any and all liability arising out of changes made to CONSULTANT’s deliverables under this Agreement by CITY or persons other than CONSULTANT is waived as against CONSULTANT, and the CITY assumes full responsibility for such changes unless the CITY has given CONSULTANT prior notice and has received from CONSULTANT written consent for such changes.

B. Publication: No report, information, or other data given or prepared or assembled by the CONSULTANT pursuant to this Agreement, shall be made available to any individual or organization by the CONSULTANT without the prior written approval of the CITY. Notwithstanding the foregoing, however, the CONSULTANT shall not 44 be required to protect or hold in confidence and confidential information which (1) is or becomes available to the public with the prior written consent of the CITY; (2) must be disclosed to comply with law; or (3) must be disclosed in connection with any legal proceedings.

C. Copyrights: The CONSULTANT shall be free to copyright material developed under this Agreement with the provision that the CITY be given a nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use the material for government or public purposes. Should CONSULTANT place a copyright notice on documents it must state, “City of Visalia holds a nonexclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use the material for government or public purposes.” XII. INDEMNIFICATION AND INSURANCE
As respects acts, errors, or omissions in the performance of services, CONSULTANT agrees to indemnify and hold harmless CITY, its elected and appointed officers, and employees from and against any and all claims, demands, losses, reasonable defense costs, or liability, whether actual, alleged, or threatened, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT 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.

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

B. 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, CONSULTANT 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, reasonable defense costs, or liability of any kind or nature arising out of or in connection with CONSULTANT’s (or CONSULTANT’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.

C. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the CITY nor the CONSULTANT, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any remote or speculative breach of contract damages that the breaching party could not have reasonably foreseen when entering into this Agreement. To the extent this Agreement is considered a “Construction Contract” as defined by California Civil Code section 2783, CONSULTANT’s duty to 45 indemnify CITY under this or any other provision of the Agreement shall not apply when to do so would be prohibited by California Civil Code section 2782.

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

1. Workers’ compensation insurance as required by California statues.

2. 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).

3. Professional liability insurance coverage, in an amount not less than One Million Dollars ($1,000,000).

4. 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.

E. CITY’S Risk Manager is hereby authorized to reduce the requirements set forth above in the event he/she determines that such reduction is in the CITY’S best interest.

F. CONSULTANT agrees to provide thirty (30) days written notice of any policy cancellation, limitation in scope or coverage, or non-renewal. Such notice shall be provided to the, City of Visalia, 707 W. Acequia, Visalia, CA 93291.

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.”
G. Prior to commencing any work under this Agreement, CONSULTANT shall deliver to CITY insurance certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above. Within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide to CITY 46 endorsements to the above-required policies, which add to these policies the applicable clauses referenced above. Said endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory’s company affiliation and title. Should it be deemed necessary by CITY, it shall be CONSULTANT’s responsibility to see that CITY receives documentation acceptable to CITY which sustains that the individual signing said endorsements is indeed authorized to do so by the insurance company. CITY has the right to demand, and to receive within a reasonable time period, copies of any insurance policies required under this Agreement.

H. In addition to any other remedies CITY may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, CITY may, at its sole option:

1. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; or

2. Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) which become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof; or

3. Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies CITY may have and is not the exclusive remedy for CONSULTANT’s failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed as limiting in any way the extent to which CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT’s or its subcontractor’s performance of the work covered under this Agreement.

XIII. NON-DISCRIMINATION
CONSULTANT and all subcontractors shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, or sex in the performance of this Agreement. The CONSULTANT shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT-assisted contracts.

Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement.

XIV. MISCELLANEOUS PROVISIONS
A. 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 47 contractor/vendor/consultant is caught carrying a gun, without City permission, their contract will be terminated.

B. Asbestos and Hazardous Materials: In providing its services hereunder, CONSULTANT shall not be responsible for identification, handling, containment, abatement, or in any other respect, for any asbestos or hazardous material if such is present in connection with the PROJECT. In the event the CITY becomes aware of the presence of asbestos or hazardous material at the jobsite, CITY shall be responsible for complying with all applicable federal and state rules and regulations, and shall immediately notify CONSULTANT, who shall then be entitled to cease any of its services that may be affected by such presence, without liability to CONSULTANT arising therefrom.

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

D. Prohibition of Assignment: Neither the CITY nor CONSULTANT shall assign, delegate or transfer their rights and duties in this Agreement without the written consent of the other party.

E. Dispute/Governing Law: Any dispute not resolvable by informal arbitration between the parties to this Agreement shall be adjudicated in a Court of Law under the laws of the State of California.

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

G. 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 that State. 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 CONSULTANT 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.

H. Integration/Modification: This Agreement and each of the exhibits referenced herein, which are incorporated by reference, represents the entire understanding of the CITY and the CONSULTANT as to those matters contained herein. No prior oral or written

CITY OF VISALIA
707 W. Acequia Ave.

Visalia, CA 93291
Attention: City Clerk

CONSULTANT
_____________________________
_____________________________
(Attention)
_____________________________
Phone:_______________________
Email:________________________
48 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 CITY and the CONSULTANT.

I. 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.

J. 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.

K. Construction: This Agreement is the product of negotiation and compromise on the part of each party and the parties agree, notwithstanding Civil Code Section 1654, that in the event of uncertainty the language will not be construed against the party causing the uncertainty to exist.

L. Authority: Each signatory to this Agreement represents that it is authorized to enter into this Agreement and to bind the party to which its signature represents.

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

N.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.

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

CITY OF VISALIA CONSULTANT
___________________________ ___________________________ City Manager
Approved as to Form
49 __________________________________
City Attorney

_________________________________
Risk Manager
_________________________________
Project Manager
Exhibit “A”: Scope of Services in RFP 24-25-62 OR Accepted Scope of Work as Negotiated by the City and the Consultant
Exhibit “B”: Project Fees OR Accepted Project Schedule and Fee as Negotiated by the City and the Consultant
Exhibit “C”: Consultant Schedule of Fees
Exhibit “D”: Timeline (if applicable)
50 Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0608 Agenda Date: 2/2/2026 Agenda #: 4.

Agenda Item Wording:

Authorization to award a contract with ProForce - Request authorization to award a three (3) year purchase contract to ProForce Law Enforcement DBA ProForce Marketing, Inc., located in Prescott, Arizona for an amount not to exceed $158,000 for replacement ballistic vests and vests for new hires for the Visalia Police Department.

Prepared by: Police Chief Jason Salazar, 713-4215, [email protected]; Financial Analyst Liz Ybarra, 713-4250, [email protected]; Police Lieutenant Osvaldo Dominguez, 713- 4285, [email protected]
Department Recommendation: Award a three (3) year purchase contract for RFB 25-26-10 with ProForce Law Enforcement DBA, ProForce Marketing, Inc. located in Prescott, Arizona for an amount not to exceed $158,000 for new hire and replacement ballistic vests for the Visalia Police Department.

Summary:

The Police Department budgets and purchases between 10 to 20 ballistic vests every year for new hires and required replacements. The vest has a useful life of 5 years and there are 135 vests that require replacement within the next 3 years beginning in December 2025. The Department will purchase approximately a total of 155 vests (135 replacements and 20 projected new hires). The CIP (EQ0164) General Fund Budget was approved for $187,000.

Background Discussion:

The Purchasing Division solicited for bids with the Visalia Times Delta on November 19 and November 25, 2025, and on November 17, 2025, on BIDNET. Dealers of the specified Safariland IIIA Ballistic Vests were also notified. The bid closed on December 18, 2025, and only one (1) bid was received. The bid was also specific to a brand as the Department uses the Safariland SX02 IIIA Ballistic Vests.

Fiscal Impact: No new appropriations are required as the budget for CIP EQ0164 for $187,000 was previously established during the budget process. At the end of year three (3) of the contract, the number of replacements needed will be evaluated and purchased according to purchasing policy.

There is also a refitting fee of $100 per vest if necessary. The cost per vest annually is indicated on the table below.

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Ballistic Vest Purchase Schedule
Year 1 Year 2 Year 3 Total
Quantities 60 40 55 155
Cost per Vest* $970.11 $1,000.13 $1,031.06
Refitting Fees $1,000.00 $1,000.00 $1,000.00
Total Annual Cost $59,206.56 $41,005.25 $57,708.56 $157,920.37 *Includes 8.5% Tax
Prior Council Action: N/A
Other: N/A
Alternatives: N/A
Recommended Motion (and Alternative Motions if expected):

Request authorization to award a three (3) year purchase contract for RFB 25-26-10 with ProForce Law Enforcement DBA ProForce Marketing, Inc. located in Prescott, Arizona for an amount not to exceed $158,000 for replacement ballistic vests and vests for new hires for the Visalia Police Department.

Environmental Assessment Status: N/A
CEQA Review: N/A
Deadline for Action: 1/20/2026
Attachments: Vest Bid
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66 Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0631 Agenda Date: 2/2/2026 Agenda #: 5.

Agenda Item Wording:

Approve a contract amendment with Mike Clark Trucking - Approve an amendment to the contract with Mike Clark Trucking to increase the annual not-to-exceed amount from $226,800 to $331,800 to haul biosolids from the Visalia Water Reclamation Facility and appropriate an additional $273,000 from the Wastewater Fund.

Prepared by:

Ben Litwack, Public Works Manager, 559-713-4671, [email protected] Nick Bartsch, Public Works Director, 559-713-4052, [email protected] Department Recommendation: Staff recommends that Council approve an amendment to the contract with Mike Clark Trucking to increase the annual not-to-exceed amount from $226,800 to $331,800 to haul biosolids from the Visalia Water Reclamation Facility and appropriate an additional $273,000 from the Wastewater Fund (431) to cover the additional transport and disposal costs (disposal is covered in a separate contract).

Summary:

This action amends contract C25072 with Mike Clark Trucking to increase the not-to-exceed amount by $105,000, bringing the total to $331,800, and appropriates an additional $273,000 from the Wastewater Fund to complete disposal of the 2024 biosolids stockpile. Costs increased due to delayed hauling, longer haul distances to Lost Hills, higher moisture content from early rain events, increased loading from significant industrial users, and reduced digestion efficiency when one digester was offline for the first four months of 2024. As of this report, over 10,000 tons have been disposed of, with approximately 3,000 tons remaining, and hauling costs alone are about $30.50 per ton. Increased disposal costs are largely offset by penalties charged to industrial users, and future reductions are expected from improved pretreatment, new industrial agreements, and a 30% increase in drying bed capacity under the solids handling improvement project.

Background Discussion:

Contract No. C25072 provides hauling services through Mike Clark Trucking for the biosolids generated at the City of Visalia’sWater Reclamation Facility (WRF). In recent years, the volume of biosolids has increased primarily due to higher influent flows and organic loading from the City’s significant industrial users (SIUs). These increased loadings have resulted in higher biosolids production requiring increased drying, hauling, and disposal.

The 2024 biosolids stockpile was further impacted by operational and logistical challenges. One of the WRF’sdigesters was offline during approximately the first four months of 2024, reducing the amount of biological stabilization normally achieved and limiting the breakdown of solids. This resulted in heavier, less-degraded biosolids and contributed to a larger overall stockpile.

Additionally, the Tulare County Landfill, the City’sprevious disposal site, provided short notice at the end of May that it could only accept 200 tons of biosolids per month. This significantly reduced Visalia City Council Printed on 1/29/2026Page 1 of 3
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end of May that it could only accept 200 tons of biosolids per month. This significantly reduced disposal capacity and required staff to identify a new disposal facility. Difficulties in procuring quotes and the time required to complete the City’sprocurement process delayed the selection of a new site, and as a result, most hauling activities did not begin until late September.

The new disposal site selected, operated by Holloway Environmental Services in Lost Hills, California, is significantly farther from the WRF, increasing hauling time and cost. Hauling services provided by Mike Clark Trucking are billed at $135 per hour, and the extended round-trip time results in an approximate hauling cost of $30.50 per ton, exclusive of disposal fees.

Compounding these issues, Visalia experienced sporadic rain events and colder temperatures beginning in October and continuing through November and December. These conditions increased the moisture content of the biosolids stockpile, thereby increasing its overall weight and disposal cost. Rain events also required periodic pauses in hauling operations at the request of the disposal facility during major storm events.

Because biosolids piles are measured primarily by volume, and their weight fluctuates significantly with moisture content, predicting total disposal costs is inherently difficult. Each rain event increases the stockpile weight in an unpredictable manner. Additional moisture testing would require specialized consultants to collect representative samples from multiple locations within the pile, which would incur substantial additional cost and was not considered cost-effective.

As of the date of this staff report, more than 10,000 tons of biosolids have been hauled and staff estimates that approximately 3,000 tons remain.

While biosolids production has increased due to higher flows and organic loading from SIUs, these additional costs are largely offset through increased penalties and surcharges assessed to those users on their monthly utility bills. As a result, the financial impacts associated with higher biosolids volumes are borne primarily by the contributors of the increased loading, rather than by the general ratepayer.

Looking forward, staff anticipates improved conditions and reduced biosolids volumes as a result of increased pretreatment efforts and new agreements with major industrial users. The two SIUs have now installed their own pretreatment systems to reduce organic and solids loading discharged to the WRF, and these improvements are expected to begin producing measurable reductions in biosolids generation this year.

In addition, the WRF’s solids handling improvement project will increase drying bed capacity by approximately 30 percent. This added capacity will allow biosolids to remain in the drying beds for longer periods, reducing moisture content, total weight, and overall volume prior to hauling. This improvement will significantly reduce long-term hauling and disposal costs and increase operational efficiency.

Staff has also contracted with Carollo Engineers to design a 9th digester, which will provide increased firm capacity and detention time, leading to further breakdown of solids.

Amending Contract No. C25072 to increase the NTE by $105,000, bringing the total contract amount to $331,800, and appropriating an additional $273,000 from the Wastewater Fund will ensure adequate funding is available to complete the hauling and disposal of the remaining biosolids in a Visalia City Council Printed on 1/29/2026Page 2 of 3
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adequate funding is available to complete the hauling and disposal of the remaining biosolids in a timely and compliant manner. Failure to approve this action could result in interruptions to hauling activities, extended onsite storage of biosolids, and increased operational and regulatory risk for the Water Reclamation Facility.

Fiscal Impact: Staff estimates there are 3,000 tons remaining of the 2024 stockpile. Staff anticipates hauling cost to be approximately $30.50 per ton, factoring in Mike Clark Trucking’shourly rate, travel time, and load and disposal time. An additional $273,000 will need to be appropriated from the Wastewater Fund (431) into the biosolids operating budget in 4336-55700 to cover the hauling contract increase and the necessary increase in Holloway Environmental Services disposal contract.

Prior Council Action:
8/18/25: Council approved an amendment to increase the NTE of contract C25072 from $170,000 to $226,800.

Other: N/A
Alternatives: N/A
Recommended Motion (and Alternative Motions if expected):

I move to approve an amendment to the contract with Mike Clark Trucking to increase the annual not- to-exceed amount from $226,800 to $331,800 to haul biosolids from the Visalia Water Reclamation Facility and the appropriation of $273,000 from the Wastewater Fund.

Environmental Assessment Status: N/A
CEQA Review: N/A
Deadline for Action: 2/2/2026
Attachments:

Contract C25072
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Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0632 Agenda Date: 2/2/2026 Agenda #: 6.

Agenda Item Wording:

Approve a contract amendment with Holloway Environmental Solutions - Approve an amendment to the contract with Holloway Environmental Solutions to increase the not-to-exceed amount from $144,000 to $312,000 to provide disposal services for the 2024 biosolids stockpile generated at the Visalia Water Reclamation Facility.

Prepared by:

Ben Litwack, Public Works Manager, 559-713-4671, [email protected] Nick Bartsch, Public Works Director, 559-713-4052, [email protected] Department Recommendation: Staff recommends that Council approve an amendment to the contract with Holloway Environmental Solutions to increase the not-to-exceed amount from $144,000 to $312,000 to provide disposal services for the 2024 biosolids stockpile generated at the Visalia Wate Reclamation Facility.

Summary:

This action amends Contract C26034 with Holloway Environmental Solutions to increase the not-to- exceed amount from $144,000 to $312,000 to provide disposal services for the 2024 biosolids stockpile generated at the Visalia Water Reclamation Facility.

Background Discussion:

On August 18, 2025, City Council approved emergency contract C26034 with Holloway Environmental Services to dispose of 6,000 tons of biosolids for the Visalia Water Reclamation Facility (WRF) after the Tulare County Landfill provided notice that it could only accept 200 tons per month. This emergency action was necessary to avoid prolonged onsite storage and to ensure continued regulatory compliance.

Holloway Environmental Services’ facility in Lost Hills, California was selected because it could immediately accept the required tonnage and met all regulatory requirements. Disposal under this contract is billed at a tipping fee of $24 per ton, which is competitive for a compliant Class B biosolids disposal facility. However, the distance to Lost Hills, combined with increased volumes and moisture content, significantly increased total disposal costs beyond the original estimate.

The 2024 biosolids stockpile was larger than normal due to multiple compounding factors. One of the WRF’s digesters was offline for approximately the first four months of 2024, reducing biological stabilization and increasing the mass and volume of solids requiring disposal. In addition, higher influent flows and increased organic loading from the City’ssignificant industrial users (SIUs) have continued to increase overall biosolids production.

Disposal was also delayed by the sudden loss of capacity at the Tulare County Landfill and the time required to secure a new disposal facility under an emergency contract. As a result, most disposal activities occurred later in the year than normal. Beginning in October, sporadic rain events and Visalia City Council Printed on 1/29/2026Page 1 of 3
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activities occurred later in the year than normal. Beginning in October, sporadic rain events and colder temperatures increased the moisture content and weight of the stockpile, further driving up disposal costs. Rain events also periodically paused disposal operations at the request of the facility during major storms.

Because biosolids stockpiles are measured primarily by volume and their final weight is heavily influenced by moisture content, accurately predicting total disposal tonnage is inherently difficult.

Each rain event increases the total weight in an unpredictable manner. Additional moisture testing would require specialized consultants and would incur significant costs. As of the writing of this staff report, more than 10,000 tons of biosolids have been disposed of, and staff estimates that approximately 3,000 tons remain.

The requested amendment is necessary to ensure sufficient funding is available to complete disposal of the remaining biosolids under the contract with Holloway Environmental Services. The original NTE was based on preliminary estimates that assumed normal digestion performance, moisture content, and disposal timing. Those assumptions proved inaccurate due to the digester outage, delayed hauling, increased industrial loading, and weather-related increases in moisture.

Looking forward, staff expects disposal costs to decrease as a result of enhanced pretreatment requirements and agreements with major industrial users. The City’stwo SIUs have installed onsite treatment systems to reduce organic and solids loading to the WRF. In addition, the WRF’ssolids handling improvement project will increase drying bed capacity by approximately 30 percent, allowing biosolids to dry for longer periods, reducing moisture content, weight, and total disposal costs.

Amending the Holloway Environmental Services contract to increase the NTE from $144,000 to $312,000 is necessary to complete disposal in compliance with regulatory requirements and to prevent prolonged onsite storage, which would increase operational and environmental risk.

Fiscal Impact: Staff estimates there are 3,000 tons remaining of the 2024 stockpile. With approximately 10,000 tons disposed of already and an estimated 3,000 tons left to go, this will require a total contract increase of $168,000 to cover the additional 7,000 tons over what was covered in Holloway’s original proposal. Adequate funds are being appropriated in the Wastewater Fund (431) operating budget under 4336-55700 in a separate consent item for hauling services.

Prior Council Action:
8/18/25 - Council approved an emergency contract with Holloway Environmental Solutions, NTE $144,000.

Other: N/A
Alternatives: N/A
Recommended Motion (and Alternative Motions if expected):

I move to approve an amendment to the contract with Holloway Environmental Solutions to increase the not-to-exceed amount from $144,000 to $312,000 to provide disposal services for the 2024 biosolids stockpile generated at the Visalia Wate Reclamation Facility.

Environmental Assessment Status: N/A
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CEQA Review: N/A
Deadline for Action: 2/2/2026
Attachments: Contract C26034
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Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0624 Agenda Date: 2/2/2026 Agenda #: 7.

Agenda Item Wording:

Authorization to apply for the CHP Cannabis Tax Fund Grant - Authorize the Visalia Police Department to apply for the California Highway Patrol Cannabis Tax Fund Grant Program for up to $157,000 and submit the application by the February 23, 2026 deadline, if awarded, authorization to accept, and to appropriate the $157,000 from the General Fund.

Prepared by: Police Chief Jason Salazar, 713-4215, [email protected]; Police Lieutenant Mike Short, 713-4573, [email protected]; Police Sergeant Henry Martinez, 713-4232, [email protected]; Financial Analyst Liz Ybarra, 713-4250, [email protected] Department Recommendation: Authorize the Visalia Police Department to apply for the California Highway Patrol (CHP) Cannabis Tax Fund Grant Program (CTFGP) for up to $157,000, and submit the application by the February 23, 2026, deadline and if awarded, accept the grant and appropriate the $157,000 to the General Fund. The grant is effective for FY 26/27, July 1, 2026, through June 30, 2027. Matching funds are not required. Awards will be announced by early summer 2026.

Summary:

The Cannabis Tax Fund Grant Program (CTFGP) is a valuable funding source that strengthens enforcement efforts against alcohol and drug-impaired driving. While funded by the Adult Use Marijuana Act (AUMA), the program’s scope extends beyond marijuana impairment, providing enforcement and training opportunities to address all types of DUI offence. CTFGP specifically allocates funds for critical resources such as equipment, training, and specialized enforcement operations. This grant provides participating agencies with the tools needed for comprehensive DUI enforcement programs, including educational presentations. Advanced Roadside Impairment Detection and Enforcement (ARIDE) training, DUI Saturation Patrols, and DUI Checkpoints.

In July 2024, the department secured $195,000 through the CTFGP, which supported 15 DUI enforcement operations, DUI training sessions, the purchase of a DUI enforcement vehicle, and supplies for DUI Checkpoints. Compared to 2023, DUI arrests increased by 16% from (368 to 427), while DUI-related collisions decreased by 28% (from 179 to 129).

In July 2025, the department secured $98,000, which supported 15 DUI Saturation Patrols and provided patrol staffing coverage while officers attended DUI-related training. Compared to 2024, DUI arrests increased by 28%, rising from 427 to 546. Despite the increase in enforcement activity, DUI- related collisions increased across all categories. DUI-related fatalities increased by 100%, rising from two in 2024 to four in 2025, and total DUI-related collisions increased by 27%, from 129 to 164.

In July 2026, the department will seek approximately $157,000, which will fund 21 DUI Saturation Details, three DUI Checkpoints, and the purchase of nine DUI Preliminary Alcohol Screening (PAS) breathalyzers to help detect impaired drivers.

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These resources enable the department to go beyond the scope of the selective traffic enforcement program (STEP) grant awarded in September 2025, further enhancing the department’sability to combat impaired driving effectively.

Background Discussion:

The CHP Grant provides financial assistance to allied agencies for the education, prevention, and the enforcement of laws related to driving under the influence of alcohol and drugs. The intent of the program is to educate the public regarding the dangers of impaired driving, enforce impaired driving laws on the roadway, and improve the agency’seffectiveness through training and development of new strategies. Public education strategies include social media posts and press releases relating to the dangers of impaired riving and upcoming Department DUI enforcement operations. Education efforts will also include presentations at local schools and community events to inform future drivers of the dangers and consequences of driving under the influence of alcohol and drugs.

Funding for the Grant passed with Proposition 64 in 2016, The Control, Regulate and Tax Adult Use Marijuana Act (AUMU); pursuant to Section 34019 (f)(3)(B) Revenue and Taxation Code. The CHP adopted regulations within Title 13 of the California Code of Regulations (CCR), Division 2 by adding Chapter 13 which governs this grant.

Fiscal Impact: Appropriate $157,000 if Grant is awarded in the General Fund. The Grant will reimburse the General Fund.

The Grant Budget is as follows:

CHP Cannabis Grant Budget
Overtime 139,626$
Benefits 7.5% 10,472$
PAS Devices 6,809$
Total Budget 156,907$
Prior Council Action: N/A
Other: N/A
Alternatives: To not apply for the Grant.

Recommended Motion (and Alternative Motions if expected):

I move to authorize the Visalia Police Department to apply for the California Highway Patrol (CH) Cannabis Tax Fund Grant Program (CTFGP) for up to $157,000 and submit the application by the February 23, 2026, deadline, if awarded, accept the grant and appropriate the $157,000 in the General Fund.

Environmental Assessment Status: N/A
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CEQA Review: N/A
Deadline for Action: 2/2/2026
Attachments: Solicitation and Chapter 13 CCR for eligible and ineligible project cost details.

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Cannabis Tax Fund Grant Program Grant Application Evaluation Criteria

Grant Application Criteria/Elements

Project Description
The Project Description provides a brief overview/synopsis (a paragraph) of the proposed Project.

Criteria
• Project supports and is in alignment with the Grant Opportunity’s Project requirements

Problem St
atement
The Problem Statement clearly identifies the problem/need in the local community that will be addressed by the Project. If applicable, recent and high-level statistical data that directly supports the problem/need in the local community are provided.

Criteria (Problem Statement)
• Clearly described current unmet needs/gaps
• Includes targeted population/geographical area(s) the grant intends to serve

Criteria (Statistical Data)
• Statistical data is included to support the problem/need • Statistical data is relevant and in alignment with the proposed Project

Data may be included in the Problem Statement or accompanied by an attached document.

Performance Measures/Scope of Work (
Proposed Solution)
The Performance Measures detail the activities/items which will serve as the goals and objectives for the Project. For each, estimated timelines (ex: monthly, quarterly), quantitative measurements (ex: reduction of DUI/DUID by %), and justification detailing how it will enhance/support the Project are included.

NOTE: The Performance Measures/Scope of Work must be consistent with the Budget.

Criteria
• Performance Measures (Solutions) are realistic, clearly defined, and attainable within the Project Performance Period
• Goals/objectives align with Project Description and Problem Statement • Project objectives directly tie to the accomplishment of the Project • Estimated milestone dates/deadlines included for each goal and objective • Quantitative measurements identified to assess progress toward goals and objectives 90 Department of California Highway Patrol
Cannabis Tax Fund Grant Program Grant Application Evaluation Criteria

• Resources (Budget Line Items) needed to successfully complete Project activities are identified and in alignment with the proposed Project

Originality/Innovation
Criteria
• The Project is innovative and original in approach; the Project attempts to solve the Problem Statement in a unique way and uses creative solutions to challenges that exist

Project P erformance Evaluation
The Project Performance Evaluation is the method of evaluation to show Project effectiveness and positive impact(s) on the community. These strategies shall include captured quantitative/qualitative data and a communication plan to share Project results with both internal and external stakeholders.

Criteria
• Describes the evaluation plan to confirm whether the objectives are met, and progress was made toward the goal(s)
• Project’s monitoring and reporting plan demonstrates a clear and reasonable approach for monitoring, assessing, and reporting the Project’s effectiveness • Communication plan is in place to share Project results with both internal and external stakeholders

Program S
ustainability
The Program Sustainability describes the plan for reducing reliance on future grant funding. A summary and timeframe to continue efforts when grant funds are either not available or significantly reduced are included.

Criteria
• Clear comprehensive plan on how the results/efforts will be sustained beyond the Project Performance Period

Administrative S
upport
The Administrative Support describes the Organization/Agency’s grant experience, personnel, and physical resources needed to successfully implement the Project.

Criteria
• Demonstrates the Organization/Agency’s ability to manage the efforts (ex: prior grant experience)

91 Department of California Highway Patrol
Cannabis Tax Fund Grant Program Grant Application Evaluation Criteria

• Appropriate staffing levels that will be dedicated to the implementation and management of the Project
• Organization/Agency’s staff has the knowledge, skills, and training to execute Project expectations
• Physical resources are available and dedicated to the Project

Budget
The Budget should be complete and cost-effective, and costs must be allowable under the program guidelines. Budget line-item narratives should provide an estimated breakdown of Budget line-item costs, descriptions, quantity, unit cost, total costs, and correlating activities that provide a clear purpose (justification/need), and demonstrate how grant funds will be utilized to accomplish the goals and objectives.

Criteria
• Requested amount is reasonable, necessary, and directly ties to Project objectives & goals • The narrative clearly explains and justifies requested grant funds (estimated cost breakdown and necessity)
• Costs are directly relative to the Project with a perceived benefit • Grant funds are supplemental and not a substitute for ongoing objectives 92 Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0635 Agenda Date: 2/2/2026 Agenda #: 8.

Agenda Item Wording:

Contract for the transport of road materials- Authorize the City Manager to award an annual contract to Mike Clark Trucking Services for the transport of road materials. The contract shall not exceed $126,000 annually and is renewable each year for a potential total of (5) years.

Prepared by:

Danny Galindo, Public Works Manager, [email protected], 713-4186 Nick Bartsch, Public Works Director, [email protected],713-4052 Department Recommendation: Staff recommends that the City Council authorize the City Manager to award an annual contract to Mike Clark Trucking Services for the transport of road materials in an amount not to exceed $126,000 annually, totaling $630,000 over the life of the contract, with an option to renew annually for up to (4) additional one-year terms.

Summary:

Within the City’s39-square mile jurisdiction, the Street Maintenance division maintains approximately 525 miles of streets. Maintaining the streets is done with several different procedures, including, but not limited to, thin skin patches, minor overlays, dig-outs, and pothole patching. This contract is for the transport and delivery of construction materials needed, including but not limited to asphalt, road base, and sand. The purchase of these materials is done through other contracts.

Background Discussion:

Due to the expiration of the prior contract for the transportation of road construction materials, staff solicited bid proposals through request for bid (RFB) 24-25-57. Purchasing advertised the RFB on November 20 & 25, 2025 in the Visalia Times Delta, on Bid Net, and sent letters to companies the City has worked with in the past. Bids were publicly opened on December 18, 2025, and received the following four bids:

1. Mike Clark Trucking Services $126,000

2. WTB Inc. $130,000

3. Ray Machado Trucking $135,000

4. Bear Down Logistics $148,500
Staff evaluated the lowest bid from Mike Clark Trucking. Mike Clark Trucking is currently contracted with the City hauling material for Wastewater Collections and meets all the requirements of the RFB.

Fiscal Impact: Funding for the transport of road maintenance materials is budgeted annually in various street maintenance capital improvement projects within the Gas Tax Fund (111).

Prior Council Action: On August 6,2018, City Council authorized to award a 5-year contract to WTB Inc for the transport of road maintenance materials.

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93 File #: 25-0635 Agenda Date: 2/2/2026 Agenda #: 8.

Other: N/A
Alternatives: None recommended
Recommended Motion (and Alternative Motions if expected):

I move to authorize the City Manager to award an annual contract to Mike Clark Trucking for the transport and delivery of road construction materials in accordance with the specifications of request for bid (RFB) 24-25-57 in an amount not to exceed $126,000 annually, totaling $630,000 over the life of the contract, with an option to renew for up to (4) additional one-year terms.

Environmental Assessment Status: N/A
CEQA Review: N/A
Deadline for Action: 2/2/2026
Attachments: Click or tap here to enter text.

RFB NO. 24-25-57
Mike Clark Trucking Bid
Bid Comparison
Contract
Levine Act
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RFB NO. 24-25-57
Transportation of Road Materials

ANNUAL CONTRACT FOR TRANSPORTATION OF ROAD MATERIALS
(City of Visalia Bid No. 24-25-57)

This Agreement, entered into and effective this ________ day of ________________, 20 26 [“Effective Date”], by and between the City of Visalia, hereinafter referred to as the “CITY”, and Mike Clark Trucking Services LLC hereinafter referred to as the “CONTRACTOR”, “BIDDER”, or “SUBRECIPIENT”.

R E C I T A L S

WHEREAS, CONTRACTOR is an Limited Liability Company (LLC) with a primary business address of 19385 Ave 144, Porterville, Ca 93257 and SSN or EIN: 88-2935430; and

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

WHEREAS, City of Visalia reviewed and evaluated responses to the Bid and determined to award a contract to CONTRACTOR for the Annual Project for Transportation of Road Materials; and

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

NOW, THEREFORE, CITY and CONTRACTOR 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 Cit y’s option and with the consent of the CONTRACTOR , 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, CON TRACTOR 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 Bid 24-25-57, Transportation of Road Materials Attachment 4 CONTRACTOR’s bid in response to Bid No. 24-25-57

3. CONTRACTOR SCOPE OF SERVICES and COMMITMENTS*:

CONTRACTOR shall provide the following services for the stated compensation on or before the stated completion dates (“Scope of Services”):

All work described in Scope of Services in Bid No. 24-25-57.

4. CITY COMMITMENTS:

CITY shall perform the following tasks on or before the stated completion dates:

TASK COMPLETION DATE
Pay Contractor as work is completed and invoiced As requested by Contractor

5. COMPENSATION:
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RFB NO. 24-25-57
Transportation of Road Materials

CITY shall pay CONTRACTOR compensation for services as indica ted in Paragraph 4 above; however, CITY shall pay not more than the following amount as total compensation under this Agreement, unless otherwise agreed in writing. Such sum shall be expended and paid by CITY o n a reimbursement basis for services actually performed based on invoices, receipts, time sheets and similar documents presented by CONTRACTOR to CITY.

6. CONTRACT PRICE ADJUSTMENTS:

All prices shall be firm and fixed for twelve (12) months from the annual anniversary date of the agreement. Price s may be adjusted annually at time of contract renewal and upon mutual agreement of the parties to the contract to allow for price increases or decreases for labor and benefit rates, supplies and materials.

It will be the responsibility of the contract or to request a price adjustment and to provide all documentation necessary. The request for price adjustment must be submitted to the Project Manager in writing a minimum of thirty (30) days but no sooner than ninety (90) days prior to the annual anniversary date of the agreement. Requests filed after this time will not be considered.

The unit prices for the ensuing contracts shall be based on the movement of the unadjusted figures of the U.S. Bureau of Labor Statistics, Consumer Price Index (CPI) for all Urban Consumers (CPI-U, U.S. City Average, All Items). The contract unit prices may be changed in an amount equal to the percentage of movement for the most recent twelve -month period closest to the anniversary date of contract. In no instance shall the price increase exceed 5%. The contracts 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 pr ice 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.

CONTRACTOR

Dated: ___________________ By:______________________________________________________ Authorized Officer: I certify und er penalty of perjury under the laws of the State of California that I am fully authorized to execute this Agreement for CONTRACTOR 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
Total Compensation: Not to exceed $120,000 annually and not to exceed Contractor’s stated bid prices.

Source of Funds: Local Revenues
Payment Schedule: Within 30 days from date of invoice for completed work 225

RFB NO. 24-25-57
Transportation of Road Materials

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 r ights 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 offic er or principal of the CONTRACTOR, or if sent via the United States Postal Service, postage prepaid, addressed as follows:

CITY OF VISALIA Mike Clark Trucking Services LLC
707 W. Acequia Ave. 19385 Ave 144
Visalia, CA 93291 Porterville, Ca 93257
Attention: City Clerk Attention: Mike Clark

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 bro ught to i nterpret 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 t o 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 par ties 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, unle ss 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 conne cted 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 o ption) 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.

226

RFB NO. 24-25-57
Transportation of Road Materials

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 Pro hibited: 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/con sultant i s caught carrying a gun, without City permission, their contract will be terminated.

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 a nd 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 c ontracts 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 tr ansactions 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.

227

RFB NO. 24-25-57
Transportation of Road Materials

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 a nd 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 subcontracto r or otherwise provide evidence of insurance coverage for each subcontractor equivalent to that required of CONTRACTOR.

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. 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 combi ned single limit per occurrence for bodily injury and property damage.

c. 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:

228

RFB NO. 24-25-57
Transportation of Road Materials

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

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 Endorse ments 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

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Visalia City Council
Staff Report
Visalia City Council
707 W. Acequia
Visalia, CA 93291
File #: 25-0637 Agenda Date: 2/2/2026 Agenda #: 9.

Agenda Item Wording:

Contract award for total compensation and comprehensive classification study - Authorize the City Manager to award the contract to conduct a total compensation and comprehensive classification study to Gallagher Benefit Services, Inc., in the amount of $391,600 and authorize the appropriation of $141,600 from the General Fund.

Prepared by:

Shonna Oneal, Administrative Services Director, [email protected], (559)713-4053 Amy Powell, Human Resources Manager, [email protected], (559)713-4575 Department Recommendation:

Staff recommends that the City Council:

1. Authorize the City Manager to award the contract for RFP 23-24-58, Total Compensation and Classification Study to Gallager Benefit Services, Inc. in the amount of $391,600; and

2. Authorize an additional appropriation of $141,600 from the General Fund.

Summary:

City staff issued RFP 23-24-58 to hire a professional consulting firm to conduct a total compensation and comprehensive classification study. These studies will evaluate compensation to determine the City’s competitiveness in the marketplace and address changes in the organizational structure, reporting relationships, and staffing which may have affected the type, scope, level, and classification of work being performed by employees. Ultimately, the study will facilitate a plan to address classification issues and improve compensation, which will increase the City’s ability to retain a quality labor force.

Project timeline is anticipated to be conducted in two phases. The first phase “total compensation study” will begin March 2026 and be completed by January 2027. The second phase “classification study” is anticipated to begin in June 2027 and be completed by June 2029.

Background Discussion:

The City has historically reviewed, revised, and created job descriptions on an as-needed basis, typically in response to vacancies, operational needs, or changes in organizational structure.

However, the City has not conducted a comprehensive classification and compensation study in several decades. Best practices in public sector human resources recommend conducting these studies approximately every ten years to ensure job classifications remain accurate, compensation structures are equitable, and the organization remains competitive in the labor market.

In recent years, competition for qualified employees has increased, particularly for specialized or hard-to-fill positions. Public agencies rely on comprehensive classification and total compensation Visalia City Council Printed on 1/29/2026Page 1 of 4
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File #: 25-0637 Agenda Date: 2/2/2026 Agenda #: 9.
studies to attract and retain talent, maintain internal equity, and ensure fiscal responsibility. This study will provide an objective, data-driven framework for classification decisions, salary adjustments, and organizational planning.

The study will evaluate both market compensation and internal classification structures. The market component will include a comparative analysis of up to nine (9) similar public agencies and approximately one hundred (100) benchmark classifications, reviewing total compensation including salary and benefits.

The internal classification review will examine roughly 198 classifications citywide, including position audits, preliminary allocations, and development of draft class descriptions to ensure that positions are accurately classified based on current duties and responsibilities. The study will also provide the framework moving forward to keep classification structure in place.

The consultant will also engage employees, management, and other stakeholders through structured advisory and stakeholder groups. This engagement ensures that recommendations reflect the City’s operational needs and organizational goals.

Bidding Process
The City issued request for proposals (RFP) 23-24-58 and received twelve (12) responses. Following is a list of the final rankings:

No. Vendor Location
1 Gallagher Benefit Services, Inc. Walnut Creek, CA
2 Baker Tilly Frisco, TX
3 Public Sector Los Angeles, CA
4 MGT Tampa, FL
5 Evergreen Solutions, LLC Tallahassee, FL
6 JER HR Group New York City, NY
7 Transformance Consulting Corona, CA
8 CPS HR Consulting Sacramento, CA
9 Bolton Cincinnati, OH
10 Uncomplicate HR Fresno, CA
11 Salary.com Waltham, MA
12 The HR Innovator Group San Diego, CA
A selection committee evaluated the proposals based on experience with public sector classification and compensation studies, technical approach, project team qualifications, and demonstrated understanding of municipal operations. Following the initial evaluation, the top four firms, Gallagher Benefit Services, Inc., Public Sector, MGT, and Baker Tilly, were invited to interviews with the selection committee.

After completing interviews and final evaluations, Gallagher Benefit Services, Inc. was ranked as the highest-qualified firm. City staff then opened the fee envelope for the selected consultant and began Visalia City Council Printed on 1/29/2026Page 2 of 4
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File #: 25-0637 Agenda Date: 2/2/2026 Agenda #: 9.
highest-qualified firm. City staff then opened the fee envelope for the selected consultant and began the negotiation process. If approved by City Council, Gallagher Benefit Services, Inc. will begin work immediately upon execution of the agreement.

Gallagher Benefit Services, Inc. was formerly known as Koff & Associates and consists of an experienced team of consultants that has been providing predominantly classification, compensation, and recruiting services to cities, counties, special districts, courts, educational institutions, and other public agencies for over 40 years. They have recently performed work with other nearby communities (City of Tracy) and have a local senior consultant in the Fresno area that will be available to attend in- person at a couple of the City Council meetings.

Fiscal Impact:

The contract with Gallagher Benefit Services, Inc. is in the amount of $391,600. Council previously approved Capital Improvement Project 0649 and allocated $250,000 toward this study. An additional appropriation of $141,600 from the General Fund is required to fully fund the project. Funding for this study will be included in the upcoming fiscal year budget, and total project costs will be managed within authorized appropriations. This investment is expected to provide a structured, equitable, and competitive compensation framework that supports employee retention and organizational efficiency.

Budget Summary (CP0649):

Project Funding Source:

General fund (001) $250,000
Total Project Funding $250,000
Project Budget
Consultant Fee $391,600
Total Project Cost $391,600
Remaining Budget (deficit)($141,600)
Appropriation of Funds
General Fund (001) $141,600
Prior Council Action:

Approval of Capital Improvement Project 0649 - Classification and Compensation Study.

Other: N/A
Alternatives: None recommended. Should the consultant contract not be awarded, the City would be unable to complete the study internally with current staffing levels.

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File #: 25-0637 Agenda Date: 2/2/2026 Agenda #: 9.

Recommended Motion (and Alternative Motions if expected):

I move to authorize the City Manager to award the contract to conduct a total compensation and comprehensive classification studies to Gallagher Benefit Services, Inc., in the amount of $391,600; authorize the additional appropriation of $141,600 from the General Fund.

Environmental Assessment Status: NEPA Environmental Assessment does not apply.

CEQA Review: Not applicable
Deadline for Action: N/A
Attachments:

1. Consultant Ownership Disclosure Form

2. Sample Consultant Contract

3. Consultant Proposal with Amendments
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CONSULTANT SERVICES TO CONDUCT

A CLASSIFICATION AND TOTAL COMPENSATION STUDY

This Agreement (“Agreement”), entered into this ________ day of ________________, 202 6, by and between the City of Visalia, hereinafter referred to as the “CITY”, and Gallagher Benefit Services, Inc. hereinafter referred to as the “CONSULTANT”.

W I T N E S S E T H

WHEREAS, the CITY is authorized and empowered to employ consultants and specialists in the performance of its duties and functions; and

WHEREAS, the CITY has the desire to secure certain technical and professional services to assist in the preparation and completion of the items of work described as “Scope of Work” in RFP No. 23- 24-58, which along with the response submitted by CONSULTANT is attach ed as Exhibit “A”, and hereinafter referred to as the “PROJECT”; and

WHEREAS, the CONSULTANT represents it is licensed, qualified and willing to provide such services pursuant to terms and conditions of this Agreement.

NOW, THEREFORE, CITY and CONSULTANT agree as follows:

I. SERVICES TO BE PERFORMED BY THE CONSULTANT

A. Authorized Scope of Work : The CONSULTANT agrees to perform all work necessary to complete in a manner satisfactory to the CITY those tasks described in Exhibit “A” - Scope of Work which shall be the Scope of Work for the project as described in RFP No. 23-24- 58, unless the parties agree in writing to modify the Scope of Work as stated in the RFP, for the cost identified in Exhibit “B” - Project Fee.

B. Additional Services : Incidental work related to the PROJECT and not provided for in Exhibit “A” may be needed during the performance of this Agreement. The CONSULTANT agrees to provide any and all additional services at the rates identified in attached Exhibit “B” – Project Fee under Gallagher Rate Sheet for Professional Services. Such additional services shall not be performed by CONSULTANT without the written consent of CITY.

II. TIME OF PERFORMANCE

The CONSULTANT shall commence performance of this Agreement within ten (10) days of the effective date on the Consultant’s written Notice to Proceed and shall complete the work within the timeframes outlined in Exhibit “B”, unless otherwise extended in wri ting by CITY, in its sole discretion.

If the CONSULTANT fails to complete the PROJECT within the time specified, plus any extensions of time which may be granted, the CITY shall determine the percent of each work item completed and shall pay the CONSULTANT on that basis.

CONSULTANT shall not be responsible for delays which are due to causes beyond the CONSULTANT’s reasonable control. In the case of any such delay, the time of completion shall be extended accordingly in a writing signed by both parties.

236

III. COMPENSATION

A. Total Compensation: For services performed pursuant to this Agreement, the CITY agrees to pay and the CONSULTANT agrees to accept, a lump sum amount of Three Hundred Ninety- One Thousand Six Hundred dollars ($ 391,600) as shown in Exhibit “B”. This amount shall constitute complete compensation, including document production and out-of-pocket expenses for all services for the work and PROJECT identified in Exhibits “A” and “B”. CONSULTANT agrees these amounts, as autho rized, will constitute complete compensa tion, including document production and out -of-pocket expenses, for services authorized by CITY for the PROJECT per the Scope of Work, Project Fees, and Schedule identified in Exhibit “A”, “B”, and “C”, respectively. No other compensation is authorized by this Agreement without separate written amendment.

B. Payment of Compensation: The CONSULTANT shall be compensated no more than monthly, based on percentage of work of each noted phase completed to date. The CONSULTANT shall be paid no later than thirty (30) days following submission of a written, verified billing to the CITY. Said bil ling shall include the percentage of each task completed to date and since the date of the preceding billing, if any.

IV. AUTHORIZED REPRESENTATIVE

A. CITY: The Administrative Services Director shall represent the CITY in all matters pertaining to the services to be rendered under this Agreement, except where approval of the City Council of the City of Visalia is specifically required.

B. CONSULTANT: Georg S. Krammer, Managing Director, shall represent and act as principle for CONSULTANT in all matters pertaining to the services to be rendered by it under this Agreement.

V. TERMINATION

The right to terminate this Agreement, with or without cause, may be exercised without prejudice to any other right or remedy to which the terminating party may be entitled at law or under this Agreement.

A. Termination By Either Party Without Cause : The CITY or CONSULTANT may terminate this Agreement at any time by giving written notice to the other of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination.

B. Termination of Agreement for Cause : The CITY may by written notice to the CONSULTANT specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination, terminate the whole or any part of this Agreement in any of the following circumstances:

1. If the CONSULTANT fails to perform the services called for by this Agreement within time(s) specified herein or any extension thereof; or

2. If the CONSULTANT fails to make progress under this Agreement as to endanger performance of this Agreement in accordance with its terms, and does not correct 237

such failure within a period of ten (10) days (or longer period as the CITY may authorize in writing) after receipt of notice from the CITY specifying such failure.

C. Post-Termination:

1. In the event the CITY terminates this Agreement with or without cause, the CITY may procure, upon such terms and such manner as it may determine appropriate, services similar to those terminated.

2. Except with respect to defaults of sub -consultants, the CONSULTANT shall not be liable for any excess costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of the CONSULTANT.

Such cau ses include, but are not limited to, acts of God or of the public enemy, floods, epidemics, quarantine restrictions, strikes, and unusually severe weather; but in the event the failure to perform is caused by the default of a sub -consultant, the CONSULTANT shall not be liable for failure to perform, unless the services to be furnished by the sub-consultant were obtainable from other sources in sufficient time and within budgeted resources to permit the CONSULTANT to meet the required delivery schedule or other performance requirements.

3. Should the Agreement be terminated with or without cause, the CONSULTANT shall provide the CITY with all finished and unfinished documents, data, studies, services, drawings, maps, models, photographs, reports, etc., prepared by the CONSULTANT pursuant to this Agreement.

4. Upon termination, with or without cause, CONSULTANT will be compensated for the services satisfactorily completed to the date of termination according to compensation Provisions contained herein. In no event, shall the total compensation paid CONSULTANT exceed the total compensation agreed to herein.

5. If, after notice of termination of this Agreement, as provided for in this article, it is determined for any reason that the CONSULTANT was not in default under the provisions of this article, then the rights and obligations of the parties shall be the sam e as if the Agreement was terminated without cause.

6. Termination of this Agreement shall not terminate any obligation to indemnify, to maintain and make available any records pertaining to the Agreement, to cooperate with any audit, to be subject to offset, or to make any reports of pre-termination activities.

VI. INTEREST OF OFFICIALS AND THE CONSULTANT

A. No officer, member, or employee of the CITY who exercises any functions or responsibilities in the review or approval of this Agreement shall:

1. Participate in any decision relating to this Agreement which effects his personal interest or the interest of any corporation, partnership, or association in which he has, directly or indirectly, any interest; or

2. Have any interest, direct or indirect, in this Agreement or the proceeds thereof during his tenure or for one year thereafter.

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B. The CONSULTANT hereby covenants that he has, at the time of the execution of this Agreement, no interest, and that he shall not acquire any interest in the future, direct or indirect, which would conflict in any manner or degree with the performance of ser vices required to be performed pursuant to this Agreement. The CONSULTANT further covenants that in the performance of this work, no person having any such interest shall be employed.

VII. NO PERSONNEL, AGENCY OR COMMISSION

The CONSULTANT warrants, by execution of this Agreement, that no personnel agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide established commercial or selling agencies maintained by the CONSULTANT for the purpose of securing business. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion, to deduct from this Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.

VIII. SUBCONTRACTING

A. The CONSULTANT shall not subcontract or otherwise assign any portion of the work to be performed under this Agreement without the prior written approval of the CITY.

B. In no event shall the CONSULTANT subcontract work in excess of 50% of the contract amount, excluding specialized services. Specialized services are those items not ordinarily furnished by a consultant performing the particular type of project.

IX. INDEPENDENT CONTRACTOR

In the performance of the services herein provided for, the CONSULTANT shall be, and is, an independent contractor and is not an agent or employee of the CITY. The CONSULTANT has and shall retain the right to exercise full control and supervision of all pe rsons assisting the CONSULTANT in the performance of said services hereunder. The CONSULTANT shall be solely responsible for all matters relating to the payment of its employees including compliance with social security and income tax withholding and all other regulations governing such matters.

X. SPECIFICATIONS

All specifications, manuals, standards, etc., either attached to this Agreement or incorporated by reference, are binding as to the performance of the work specified in this Agreement unless they are changed by written amendment to this Agreement modified in writing to incorporate such changes.

XI. DOCUMENTS/DATA

A. Ownership of Documents: All original papers and documents, produced as a result of this Agreement, shall become the property of the CITY. In addition, CITY shall be provided with access and use of any other papers and documents consistent with the purpose and scope of services c overed by this Agreement. Any additional copies, not otherwise provided for herein, shall be the responsibility of the CITY.

Documents, including drawings and specifications, prepared by CONSULTANT pursuant to this Agreement, are not intended or represented to be suitable for reuse by CITY or 239

others on extensions of the PROJECT or on any other project. Any use of the completed documents for other projects and any use of incomplete documents without the specific written authorization from CONSULTANT will be at CITY’s sole risk and without liabi lity to CONSULTANT. Further, any and all liability arising out of changes made to CONSULTANT’s deliverables under this Agreement by CITY or persons other than CONSULTANT is waived as against CONSULTANT, and the CITY assumes full responsibility for such changes unless the CITY has given CONSULTANT prior notice and has received from CONSULTANT written consent for such changes.

B. Publication: No report, information, or other data given or prepared or assembled by the CONSULTANT pursuant to this Agreement, shall be made available to any individual or organization by the CONSULTANT without the prior written approval of the CITY.

Notwithstanding the foregoing, however, the CONSULTANT shall not be required to protect or hold in confidence and confidential information which (1) is or becomes available to the public with the prior written consent of the CITY; (2) must be disclosed to comply with law; or (3) must be disclosed in connection with any legal proceedings.

C. Copyrights: The CONSULTANT shall be free to copyright material developed under this Agreement with the provision that the CITY be given a nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use the material for government or public purposes. Should CONSULTANT place a copyright notice on documents it must state, “City of Visalia holds a nonexclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use the mate rial for government or public purposes.”

XII. INDEMNIFICATION, LIMITATION OF LIABILITY, AND INSURANCE

As respects acts, errors, or omissions in the performance of services, CONSULTANT agrees to indemnify and hold harmless CITY, its elected and appointed officers, and employees from and against any and all third-party claims, demands, losses, reasonable defense costs, or liability, whether actual, alleged, or threatened, that arise out of, pertain to, or relate to the gross negligence, recklessness, or willful misconduct of the CONSULTANT 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.

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

B. 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, CONSULTANT agrees to indemnify, defend (a t CITY’s option), and hold harmless CITY, its elected and appointed officers, agents, employees, representatives, and volunteers from and against any and all third-party claims, demands, reasonable defense costs, or liability of any kind or nature arising out of or in connection with CONSULTANT’s (or CONSULTANT’s subcontractors, if any) grossly negligent performance or failure to perform, under the terms of this Agreement; except to the extent those which arise out of the negligence of CITY.

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C. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the CITY nor the CONSULTANT, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any remote or speculative breach of contract damages that the breaching party could not have reasonably foreseen when entering into this Agreement. To the extent this Agreement is considered a “Construction Contract” as defined b y California Civil Code section 2783, CONSULTANT’s duty to indemnify CITY under this or any other provision of the Agreement shall not apply when to do so would be prohibited by California Civil Code section 2782.

D. CONSULTANT’s liability to the CITY and any other party for any losses, injury or damages to persons or properties or work performed arising out of in connection with this Agreement and for any other claim, whether the claim arises in contract, tort, statute or otherwise, shall be limited t o the amount of the total fees due to CONSULTANT from CITY for the particular Services giving rise to the claim. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN

THIS AGREEMENT, CONSULTANT SHALL NOT BE LIABLE FOR ANY SPECIAL,

INDIRECT, CONSEQUENTIAL, LOST PROFITS, OR PUNITIVE DAMAGES SUSTAINED OR

INCURRED IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.

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

1. Workers’ compensation insurance as required by California statues.

2. Commercial general liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project or the general aggregate limit shall be twice the required occurrence limit.

Such insurance shall include coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products and Completed Operations Liability, and Broad Form Property Damage (if applicable).

3. Professional liability insurance coverage, in an amount not less than One Million Dollars ($1,000,000).

4. 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.

5. If the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor.

F. CITY’S Risk Manager is hereby authorized to reduce the requirements set forth above in the event he/she determines that such reduction is in the CITY’S best interest.

G. CONSULTANT agrees to provide thirty (30) days written notice of any policy cancellation, limitation in scope or coverage, or non -renewal. Such notice shall be provided to the, City of Visalia, 707 W. Acequia, Visalia, CA 93291.
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In addition, the commercial general liability policy 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.”

H. Prior to commencing any work under this Agreement, CONSULTANT shall deliver to CITY insurance certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above. Within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide to CITY endorsements to the above - required policies, which add to these policies the applicable clauses referenced above. Said endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory’s company affiliation and title. Should it be deemed necessary by CITY, it shall be CONSULTANT’s responsibility to see that CITY receives documentation acceptable to CITY which sustains that the ind ividual signing said endorsements is indeed authorized to do so by the insurance company.

I. In addition to any other remedies CITY may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, CITY may, at its sole option:

1. Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) which become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof; or

2. Terminate this Agreement.

Exercise of any of the above remedies, however, is an alternative to other remedies CITY may have and is not the exclusive remedy for CONSULTANT’s failure to maintain insurance or secure appropriate endorsements.

Nothing herein contained shall be construed as limiting in any way the extent to which CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT’s or its subcontractor’s performance of the work covered under this Agreement.

XIII. NON-DISCRIMINATION
CONSULTANT and all subcontractors shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, or sex in the performance of this Agreement. The CONSULTANT shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement.

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XIV. MISCELLANEOUS PROVISIONS

A. 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.

B. Asbestos and Hazardous Materials: In providing its services hereunder, CONSULTANT shall not be responsible for identification, handling, containment, abatement, or in any other respect, for any asbestos or hazardous material if such is present in connection with the PROJECT. In the event the CITY becomes aware of the presence of asbestos or hazardous material at the jobsite, CITY shall be responsible for complying with all applicable federal and state rules and regulations, and shall immediately notify CONSULTANT, who shall then be entitled to cease any of its services that may be affected by such presence, without liability to CONSULTANT arising therefrom.

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

D. Prohibition of Assignment : Neither the CITY nor CONSULTANT shall assign, delegate or transfer their rights and duties in this Agreement without the written consent of the other party.

E. Dispute/Governing Law : Any dispute not resolvable by informal arbitration between the parties to this Agreement shall be adjudicated in a Court of Law under the laws of the State of California.

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

G. 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 that State. 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 CONSULTANT 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.

H. Integration/Modification: This Agreement and each of the exhibits referenced herein, which are incorporated by reference, represents the entire understanding of the CITY and the CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any forc e or effect with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by the CITY and the CONSULTANT.

CITY OF VISALIA
707 W. Acequia Ave.

Visalia, CA 93291
Attention: City Clerk

CONSULTANT
Gallagher Benefit Services, Inc.

Attn: Georg S. Krammer
2121 N. California Blvd., Ste 350
Walnut Creek, CA 94596
Phone:510-658-5633
Email:[email protected]

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I. 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.

J. 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.

K. Construction: This Agreement is the product of negotiation and compromise on the part of each party and the parties agree, notwithstanding Civil Code Section 1654, that in the event of uncertainty the language will not be construed against the party causing the uncer tainty to exist.

L. Authority: Each signatory to this Agreement represents that it is authorized to enter into this Agreement and to bind the party to which its signature represents.

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

N. 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 ar e 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.

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

CITY OF VISALIA GALLAGHER BENEFIT SERVICES, INC.

___________________________ ___________________________ City Manager

Approved as to Form

__________________________________
City Attorney

_________________________________
Risk Manager

_________________________________
Project Manager
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Exhibit “A”: Scope of Services in RFP 23-24-58 and CONSULTANT’S response.

Exhibit “B”: Accepted Project Schedule and Fee as Negotiated by the City and the Consultant Exhibit “C”: Consultant Schedule of Fees

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RFP-23-24-58
Services to Conduct a Comprehensive Classification & Total Compensation Study

CITY OF VISALIA, CA

REQUEST FOR PROPOSALS
RFP NO. 23-24-58

PROFESSIONAL SERVICES TO CONDUCT

A COMPREHENSIVE CLASSIFICATION AND

TOTAL COMPENSATION STUDY

DESCRIPTION:

The City of Visalia is seeking proposals from qualified and experienced firms to conduct a comprehensive classification and total compensation study.

PROPOSER CONFERENCE:

On Thursday, July 10, 2025, an informational tele-conference will be held beginning at 9:00am (PST). This is an opportunity to ask questions regarding the project and the Request for Proposal requirements. To preregister for this conference and obtain the link/call-in instructions, please email your contact information to [email protected]

SUBMITTAL DEADLINE:

One (1) unbound original, three (3) copies and one (1) electronic copy on USB drive must be received no later than: 2:00 p.m. on Thursday, July 31, 2025 . Proposals received after the time and date stated above shall be returned unopened to the proposer.

SUBMITTAL INSTRUCTIONS:

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

From: Proposer’s Name & Mailing Address

Mark envelope: RFP No. 23-24-58, Classification/Compensation Study

Delivery of Proposals: When submitting proposals via Fed Ex, UPS, etc., it is the responsibility of the Proposer to ensure that submittal is received during open office hours. Office Hours are 7:30am – 5:00pm Monday through Thursday. We are closed on Fridays and major holidays. Deliveries are not received when office is closed.

The City utilizes an outside service for delivery and sorting incoming mail, and therefore, sending submittals via U.S. Mail is not recommended as there could be a delay in receiving by the deadline. Proposals must be received prior to the deadline. The City will not accept a postmark as evidence of delivery.

INQUIRIES:

Questions/clarification of this bid document should be addressed to the Visalia Purchasing Division (559) 713-4334. To prevent miscommunications, the Purchasing Division prefers that all questions be submitted in writing via email to:
[email protected] Questions may be asked at any time prior to, but no later than Thursday, July 17, 2025.

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RFP-23-24-58
Services to Conduct a Comprehensive Classification & Total Compensation Study

CITY OF VISALIA, CALIFORNIA

REQUEST FOR PROPOSALS
RFP 23-24-58

PROFESSIONAL SERVICES TO CONDUCT A

COMPREHENSIVE CLASSIFICATION AND TOTAL COMPENSATION STUDY

The City of Visalia is soliciting proposals from qualified professionals experienced in conducting comprehensive classification and total compensation studies. The City has reviewed and revised job descriptions as vacancies occurred but has not had a comprehensive classification and compensation review in several decades.

Sealed proposals will be received by the Visalia Purchasing Division until 2:00pm (PST) on Thursday, July 31, 2025 for Professional Services to Conduct a Comprehensive Classification and Total Compensation Study.

An informational tele-conference will be held on Thursday, July 10, 2025 beginning at 9:00am (PST). To preregister for this conference and obtain the link /call-in instructions, please email your contact information to [email protected]

RFP and Contract documents may be obtained by calling (559) 713 -4334, emailing your request to purchasing or may be downloaded by registered users of BidNetDirect. For instructions on registering with BidNetDirect, please visit our website: visaliapurchasing.org

The City hereby affirmatively ensures 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, religious 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.

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: 7/2/25 & 7/8/25

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TABLE OF CONTENTS

TITLE PAGE
I. Definitions ........................................................................................................................... 1 II. Introduction ........................................................................................................................ 1 A. Information ............................................................................................................ 1 B. Background ............................................................................................................ 2 C. Purpose and Objective ........................................................................................... 3 D. RFP/Agreement Schedule ...................................................................................... 3 III. Scope of Services ................................................................................................................ 3 A. Required Product ................................................................................................... 3 B. Services of the Consultant ..................................................................................... 5 C. City Responsibilities ............................................................................................... 5 IV. Proposal Content and Format Requirements ..................................................................... 5 A. General Information .............................................................................................. 6 B. Proposal Project Approach .................................................................................... 6 C. Staff Qualifications and Related Experience .......................................................... 6 D. Proposed Fee Structure and Schedules ................................................................. 7 E. Conflict of Interest ................................................................................................. 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 .............................................................................................. 10 C. Legal Responsibilities ........................................................................................... 10 D. Permits and Licenses ............................................................................................ 10 E. Insurance.............................................................................................................. 10 VII. Contract Requirements ..................................................................................................... 11 A. Withdrawal of Proposals ...................................................................................... 12 B. Rejection of Proposals ......................................................................................... 12 C. Evaluation/Award of Contract ............................................................................. 12 D. Proposal Pricing Guidelines ................................................................................. 13 E. Assignment of Contract ....................................................................................... 13 F. Right to Require Performance ............................................................................. 13 G. Ethics in Public Contracting ................................................................................. 13 H. Equal Employment Opportunity .......................................................................... 14 I. Venue ................................................................................................................... 14 J. Proprietary Information ....................................................................................... 14 K. Incurring Costs ..................................................................................................... 14 L. Firearms Prohibited ............................................................................................. 14 M. Executive Order ................................................................................................... 14 VIII. Attachments to be submitted with Proposal .............................................................. 16-22 Non-Collusion Affidavit ..................................................................................................... 16 Workers’ Compensation Insurance Certificate ................................................................. 17 248

RFP-23-24-58
Services to Conduct a Comprehensive Classification & Total Compensation Study Equal Employment Opportunity Compliance Certificate ................................................. 18 Disclosures ........................................................................................................................ 19 Americans with Disabilities Act Compliance Certificate ................................................... 20 Drug Free Workplace Certificate ...................................................................................... 21 Iran Contracting Act .......................................................................................................... 22

Sample Professional Services Agreement (for info only, do not submit with proposal)

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I.

DEFINITIONS

For the purposes of RFP No. 23-24-58 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.23-24-58.

II.

INTRODUCTION

A. Information
The City of Visalia ("City") is soliciting proposals from qualified professionals experienced in conducting comprehensive classification and total compensation studies. The City has reviewed and revised job descriptions as vacancies occurred but has not had a comprehensive classification and compensation review in several decades.

This Request for Proposal s 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. To prevent misinterpretations, the Purchasing Division prefers all questions be submitted via email to [email protected] 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 to the above email address.

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.

An informational tele-conference will be held on Thursday, July 10, 2025 , beginning at 9:00am (PST). To preregister for this conference and obtain the link/call-in instructions, please email your contact information to [email protected]

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.

B. Background
Visalia is located east of State Highway 99 and along State Highway 198. The City, founded in 1852 and incorporated in 1874, is a full-service municipal agency serving a community of 140,000 residents. There 250

RFP-23-24-58
Services to Conduct a Comprehensive Classification & Total Compensation Study

are 9 City departments including City Administration, Administrative Services, Community Services, Planning and Community Preservation, Engineering and Building, Finance and Information Technology, Fire, Police, and Public Works. The City has approximately 700 full-time allocated positions assigned to 198 job classifications with an average of 60 vacancies at any given time. There are five represented (Miscellaneous Employees, Miscellaneous Managers and Supervisors, Police Officers Association, Police Supervisors and Managers, Fire Association) and two unrepresented bargaining groups (Confidential, Department Heads).

Approximate number of job classifications in each Bargaining Unit

Group A, Police Managers and Supervisors Association: 2 Group B, Police Officers Association: 2
Group E, Miscellaneous Supervisors and Managers: 60
Group G, Visalia Firefighters Association: 8
Group M, Miscellaneous Employees: 103
Confidential Group: 14
Dept. Head Group: 9

In the past, Visalia has included the following as “comparable” labor market agencies, per our General Compensation Policy:

City of Tulare
City of Porterville
County of Tulare
City of Hanford
County of Kings
City of Clovis
City of Fresno
City of Bakersfield
County of Kern

One of the tasks under the scope of services of this RFP will be for the Consultant to identify and recommend comparable organizations and competitive labor market comparisons for position classifications and provide basis for inclusion which may differ from the above list.

C. Purpose, Objective and Services to be Provided

The purpose of the classification and compensation study is to address changes in the organizational structure, reporting relationships, and staffing which may have affected the type, scope, level, and classification of work being performed by employees. It is also critical to evaluate compensation to determine the City's competitiveness in the marketplace.

The purpose of the study and analysis is to ensure appropriate classification and compensation for all employees with specific objectives to:

• Review and recommend updates to job descriptions.
• Update existing classification and compensation policies and practices as needed. • Provide compensation commensurate with assigned duties. • Ensure positions with similarity in complexity, responsibility, knowledge, skills and abilities are classified together.
• Provide justifiable pay differential between individual classes (internal equity). • Determine appropriate external comparison agencies.
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• Maintain a competitive position with similarly situated comparable entities. • Attract and retain qualified employees by ensuring compensation is competitive in the market. • Offer recommendations as to how the City can better align its compensation system with industry best practices.

The objective is to utilize the information from both components of the study to facilitate a plan to address classification issues and improve compensation, which will increase the City's ability to retain a quality labor force.

The services to be provided (See Section III. SCOPE OF SERVICES).

D. RFP/Agreement Schedule

Event Date of Event
RFP Available to the public .................................................................................................... 6/25/25 Informational Proposal Tele-Conference @ 9:00am (PST) ................................................... 7/10/25 Deadline for written questions ................................................................................................ 7/17/25 RFP due at 2:00pm (PST) at 707 W Acequia Ave., Visalia ................................................... 7/31/25 Short list established and vendors notified ................................................................................. TBD Interviews/Presentations with short-listed vendors (if needed)................................................... TBD Award of Contract @ City Council Meeting ............................................................................... .TBD Contract Begins ........................................................................................................................... TBD Expected completion ....................................................................... 12 months from contract award.

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. Required Product
Awarded Consultant will provide a final report that analyzes salary and total compensation labor market data for all job classifications using established benchmark classifications.

B. Services of the Consultant
The Consultant shall perform all necessary services to provide the City with the above stated “required product". The City anticipates the project will take approximately one year (12 months) to complete the scope of work from the time of contract award. The services provided shall include, but not be limited to, the following:
• Review the existing classification and compensation system, including benefits, analyzing current jobs performed by employees, determining the correct market pay for each position, establishing the market value of the employee benefits package, and providing a market analysis of the total compensation including salary and benefits.

• Provide a comprehensive evaluation of job classifications to determine relative worth within the organization for internal as well as external equity.

• Conduct briefing session(s) to explain methodology, results, and recommendations with team members, department heads, managers, supervisors and employee association representatives and/or City Council presentation as appropriate.

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• Identify and recommend comparable organizations and competitive labor market comparisons for position classifications and provide basis for inclusion.

• Recommend benchmark classes for inclusion in the salary survey analysis.

• Recommend salary survey benchmarks in conjunction with relevant benchmark classifications.

• Develop an internal equity plan establishing how all City classifications relate to the benchmark classifications.

• Review positions and job descriptions to determine proper classification by analyzing factors such as responsibility and decision-making level, complexity of work, consequence of errors, level of independence, and knowledge, skills and ability requirements.

• Determine whether positions are appropriately classified and make recommendations for change, including reallocating to a different class, merging similar classifications, revising and/or retitling positions.

• Conduct comprehensive evaluation of City's total compensation, including but not limited to Base Pay, Educational Incentive pay, Special Assignment Pays, Certification Pays, Employee Retirement Contribution, Health Insurance (Medical, Dental, and Vision), Uniform Allowance, Longevity Pay, Deferred Compensation, and Leave Accrual Rates compared to market data.

• Conduct a full compensation survey, complete with recommendations for cost of implementation.

• Make recommendations for updates and/or changes to existing classification and compensation policies.

• Analyze and recommend changes to the present compensation structure to meet market analysis.

• Recommend compensation levels, range spread, and range placement for positions based on market study and internal analysis.

• Make recommendations for adjustments to pay and benefits that may be needed.

• Work with management to develop recommendations on compensation setting philosophy relative to market position to ensure a competitive presence.

• Recommend an appropriate salary range for each position based on the classification plan, internal relationships, and equity.

• Provide updates, when requested, throughout the process with the City to explain methodology, survey results and recommendations.

• Provide recommended strategy for implementing any changes suggested based on findings within the context of City policies and procedures.

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• Work with the key staff in developing implementation plans and strategies for maintaining the program in the future to maintain internal compensation equity when adding, changing, and deleting classifications.

• Analyze, review, and summarize data for presentation to the City.

• A manual and electronic version of the final report of the classification and compensation study to include a word version of job classifications and excel version of compensation study.

The purpose of this RFP is to give the Consultant a clear idea of the City’s goals and objectives to complete the project. The Consultant is strongly encouraged to propose the best means and methods to accomplish these goals. The Consultant shall indicate clearly the levels of participation expected from City staff in the fulfillment of their proposal. All proposals w ill be judged on the qualifications of the Consultant and the means and methods that are being proposed to meet the City’s goals in accordance with the evaluation criteria listed in this RFP.

While it is believed that the requirements set forth in this Request for Proposal are in a logical sequence and include all elements essential for a comprehensive design, those submitting proposals are advised to include any subject or procedure which they believe has been overlooked. They may also note requirements and items which they believe to be excessive or extraneous to the scope of an effective design.

C. City Responsibilities

1. Compensate the consultant as provided in the contract 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, fax number and email address. • Account Representative or other person to contact for clarification of any item contained in the proposal. Include telephone number, fax number and email address if different from above. 254

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• Specify type of organization (individual, partnership or corporation) and if applicable indicate whether you are:

a. Small Business.
b. Disadvantaged Business.
c. Minority and/or Women-Owned Business.

• 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. • Provide surety information for all sureties – General and Automobile Liability, E/O and Worker’s Compensation.
• References and Referrals
• Completed forms (included with this RFP): Non -Collusion Affidavit, Workers Comp. Insurance Compliance Certification, Equal Employment Opportunity Compliance Certificate, Disclosure Forms, Americans with Disabilities Act Compliance, Drug-Free Workplace Compliance, Iran Contracting Act form.

B. Proposed Project Approach
Summarize your approach and understanding of the project 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 Visalia staff in the fulfillment of the contra ct. The contents of this section shall be determined by the proposer but should demonstrate an understanding of the special characteristics of the project . Your proposal should be limited to 20 pages or fewer.

This section shall outline the proposed approach to the project. This approach or scope of work shall consist of:
• Phase
• Objective(s)
• Task(s) and brief description
• Work products
• Meeting(s)
• Timeline
• Completion date

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

In addition to the 20-page limit for your proposal , you may also include your firm’s brochure (if any) but it must be a separate attachment and independent from the required elements noted for the proposal.

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. If your firm intends to utilize artificial intelligence for any services under this contract, it should be noted in this section. Note: Consultant may not substitute any member of the project team without prior written approval of the City.

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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/subconsultant must be provided. Note: No work may be subcontracted, nor assigned, without prior written approval of the City of Visalia.

2. References
The information requested in this section should include three references for the past five (5) years similar in size and scope to demonstrate competence to perform these services. Information shall include:

1. Names of key staff that participated in named projects and their specific responsibilities.

2. A summary of your firm's demonstrated capability, including the time you have provided the requested services in this Request for Proposal.

3. Provide at least three (3) references that received similar services from your firm. The City may contact the organizations and individuals. Information provided shall include:
a. Client name;
b. Project description;
c. Project start and end dates;
d. Client project manager name, telephone, and electronic mail address. e. Contracted amount vs Final amount
f. Status of completion

D. Proposed Fee Structure and Schedules
One copy of the Proposed Fees shall be provided under separate, sealed envelope as a part of the RFP submittal. Failure to do so may result in your firm’s disqualification. Do not include the Proposed Fees with any of the copies of Proposals. Only the one sealed Fee proposal is necessary.

Proposers should review the requirements of this RFP and address all services in the fee schedule that might reasonably be expected to support the project. The Proposed Fees should include materials, supplies and any associated travel expense rates if not included in the personnel rate. Provide proposed fees and cost information and recommend a budget plan for all services to be provided.

Indicate how the City will be invoiced for services, i.e., unit or hourly costs. This information should be detailed and broken down by type of service and units of work or other applicable measures (for example, staff hours at a certain rate). Proposers should endeavor to provide a comprehensive fee schedule, as the City will not include compensation in the contract for items not addressed.

Include a total cost to provide services, based on the consultant’s fee schedule and the scope of work as outlined in this RFP.

The fee proposal submitted under separate, sealed cover, 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.

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V.

CONSULTANT SELECTION PROCEDURE

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, members of the Council, or may include a representat ive knowledgeable in the services required by this RFP 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 th e proposals received in response to the RFP.

Should an interview take place, the key personnel responsible for fulfilling the requirements of t he 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 Points

Merit of Proposals Submittal /
Presentation

• Responsiveness to the RFP and thoroughness of proposal submitted

10 Knowledge and Expertise of
Personnel/Firm

• Capability of personnel
• Firm qualifications
• Adequacy of Staff to perform the work
• Experience of key staff assigned to proposed project
• Any unique accomplishments or awards for work performed for similar agencies

25 Understanding of Project

• Knowledge of project, requirements 20
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Timeline

• Ability to meet City Schedule

20 Record of Past Performance

• References
• Ability to work effectively with City staff, other public agencies and related parties.
• Demonstrated ability to complete work tasks within project timelines and budget.
• Previous work performed similar in size and scope

20 Local Vendor Preference

• Proposers with a Tulare County Business address as
specified in Section II, A.

5 Points Possible: 100

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, 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 re questing 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 busin ess 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 enclose d 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 up on 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 258

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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 adden dums 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.

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, losse s, 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 (a t 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.

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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 statues.

• 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, Prod ucts and Completed Operations Liability, Broad Form Property Damage (if applicable), Independent Contractor’s Liability (if applicable).

• Professional liability insurance coverage, in an amount not less than One Million Dollars ($1,000,000).

• 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 busines s 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.”

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.

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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. This committee may consist of representatives of the user department, members of the community, the Purchasing Division, and may include a representative knowledgeable in engineering services from outsi de of the community. 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 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.

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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 n ot 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.

Proposed fees shall be submitted under separate, sealed cover.

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 pro curement 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.
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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.

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. Prop osers 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 c arrying a gun, without City permission, th eir contract will be terminated.

M. EXECUTIVE ORDER N-6-22 – Russia Sanctions
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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.

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Submit with Proposal

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

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 bidde r, 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 t he 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 co rporation, 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.

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WORKERS’ COMPENSATION INSURANCE COMPLIANCE
(CALIF. LABOR CODE § 3700)

To Accompany Bid Form

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 (if any):
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EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE CERTIFICATE
(EXECUTIVE ORDER 11246)
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 th e 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 decl ared 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:_______________________________________

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Business Address:______________________________________________________________________________

Signature:______________________________________________ Date:________________ Name & Title of Signing Official: ______________________________________________Company Seal (if any):
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DISCLOSURE FORMS

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 withi n 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.
____________________________________________________________________________ Print or Type Name of Bidder/Proposer/Contractor/Consultant/Supplier/Vendor/Company

__________________________________________ _______________________________________ Signature of Company Authorized Individual Print or Type Name of Authorized Individual 269

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AMERICANS WITH DISABILITIES ACT COMPLIANCE CERTIFICATE

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 selecte d 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):

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DRUG-FREE WORKPLACE 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 OF PERSON SIGNING TELEPHONE NUMBER (Include Area Code)

( )

TITLE OF PERSON SIGNING

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, than 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.

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IRAN CONTRACTING ACT CERTIFICATION
(Public Contract Code Section 2200 et seq.)

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.

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(DRAFT AGREEMENT)

CONSULTANT SERVICES TO CONDUCT

A CLASSIFICATION AND TOTAL COMPENSATION STUDY

This Agreement, entered into this ________ day of ________________, 2025, by and between the City of Visalia, hereinafter referred to as the “CITY”, and ____________________________ hereinafter referred to as the “CONSULTANT”.

W I T N E S S E T H

WHEREAS, the CITY is authorized and empowered to employ consultants and specialists in the performance of its duties and functions; and

WHEREAS, the CITY has the desire to secure certain technical and professional services to assist in the preparation and completion of the items of work described as “Scope of Work” in RFP No. 23- 24-58, which along with the response submitted by CONSULTANT is attached as Exhibit “A”, and hereinafter referred to as the “PROJECT”; and

WHEREAS, the CONSULTANT represents it is licensed, qualified and willing to provide such services pursuant to terms and conditions of this Agreement.

NOW, THEREFORE, CITY and CONSULTANT agree as follows:

I. SERVICES TO BE PERFORMED BY THE CONSULTANT

A. Authorized Scope of Work : The CONSULTANT agrees to perform all work necessary to complete in a manner satisfactory to the CITY those tasks described in Exhibit “A” - Scope of Work, which shall be the Scope of Work for the project as described in RFP No. 23-24- 58, unless the parties agree in writing to modify the Scope of Work as stated in the RFP, for the cost identified in Exhibit “B” - Project Fee.

B. Additional Services : Incidental work related to the PROJECT and not provided for in Exhibit “A” may be needed during the performance of this Agreement. The CONSULTANT agrees to provide any and all additional services at the rates identified in attached Exhibit “C” – Consultant Schedule of Fees for Professional Services. Such additional services shall not be performed by CONSULTANT without the written consent of CITY.

II. TIME OF PERFORMANCE

The CONSULTANT shall commence performance of this Agreement within ten (10) days of the effective date on the Consultant’s written Notice to Proceed and shall complete the work within the timeframes outlined in Exhibit “B”, unless otherwise extended in wri ting by CITY, in its sole discretion.

If the CONSULTANT fails to complete the PROJECT within the time specified, plus any extensions of time which may be granted, the CITY shall determine the percent of each work item completed and shall pay the CONSULTANT on that basis.

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CONSULTANT shall not be responsible for delays which are due to causes beyond the CONSULTANT’s reasonable control. In the case of any such delay, the time of completion shall be extended accordingly in a writing signed by both parties.

III. COMPENSATION

A. Total Compensation: For services performed pursuant to this Agreement, the CITY agrees to pay and the CONSULTANT agrees to accept, a lump sum amount of _______________________________________ dollars ($ __________) as shown in Exhibit “B”. This amount shall constitute complete compensation, including document production and out-of-pocket expenses for all services for the work and PROJECT identified in Exhibits “A” and “B”. CONSULTANT agrees these amounts, as autho rized, will constitute complete compensation, including document production and out -of-pocket expenses, for services authorized by CITY for the PROJECT per the Scope of Work, Project Fees, and Schedule identified in Exhibit “A”, “B”, and “C”, respectively. No other compensation is authorized by this Agreement without separate written amendment.

B. Payment of Compensation: The CONSULTANT shall be compensated no more than monthly, based on percentage of work of each noted phase completed to date. The CONSULTANT shall be paid no later than thirty (30) days following submission of a written, verified billing to the CITY. Said billing shall include the percentage of each task completed to date and since the date of the preceding billing, if any.

IV. AUTHORIZED REPRESENTATIVE

A. CITY: The _____________________ shall represent the CITY in all matters pertaining to the services to be rendered under this Agreement, except where approval of the City Council of the City of Visalia is specifically required.

B. CONSULTANT: ______________ shall represent and act as principle for CONSULTANT in all matters pertaining to the services to be rendered by it under this Agreement.

V. TERMINATION

The right to terminate this Agreement, with or without cause, may be exercised without prejudice to any other right or remedy to which the terminating party may be entitled at law or under this Agreement.

A. Termination By Either Party Without Cause : The CITY or CONSULTANT may terminate this Agreement at any time by giving written notice to the other of such termination and specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination.

B. Termination of Agreement for Cause : The CITY may by written notice to the CONSULTANT specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination, terminate the whole or any part of this Agreement in any of the following circumstances:

1. If the CONSULTANT fails to perform the services called for by this Agreement within time(s) specified herein or any extension thereof; or
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2. If the CONSULTANT fails to make progress under this Agreement as to endanger performance of this Agreement in accordance with its terms, and does not correct such failure within a period of ten (10) days (or longer period as the CITY may authorize in writing) after receipt of notice from the CITY specifying such failure.

C. Post-Termination:

1. In the event the CITY terminates this Agreement with or without cause, the CITY may procure, upon such terms and such manner as it may determine appropriate, services similar to those terminated.

2. Except with respect to defaults of sub -consultants, the CONSULTANT shall not be liable for any excess costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of the CONSULTANT.

Such cau ses include, but are not limited to, acts of God or of the public enemy, floods, epidemics, quarantine restrictions, strikes, and unusually severe weather; but in the event the failure to perform is caused by the default of a sub -consultant, the CONSULTANT shall not be liable for failure to perform, unless the services to be furnished by the sub-consultant were obtainable from other sources in sufficient time and within budgeted resources to permit the CONSULTANT to meet the required delivery schedule or other performance requirements.

3. Should the Agreement be terminated with or without cause, the CONSULTANT shall provide the CITY with all finished and unfinished documents, data, studies, services, drawings, maps, models, photographs, reports, etc., prepared by the CONSULTANT pursuant to this Agreement.

4. Upon termination, with or without cause, CONSULTANT will be compensated for the services satisfactorily completed to the date of termination according to compensation Provisions contained herein. In no event, shall the total compensation paid CONSULTANT exceed the total compensation agreed to herein.

5. If, after notice of termination of this Agreement, as provided for in this article, it is determined for any reason that the CONSULTANT was not in default under the provisions of this article, then the rights and obligations of the parties shall be the sam e as if the Agreement was terminated without cause.

6. Termination of this Agreement shall not terminate any obligation to indemnify, to maintain and make available any records pertaining to the Agreement, to cooperate with any audit, to be subject to offset, or to make any reports of pre-termination activities.

VI. INTEREST OF OFFICIALS AND THE CONSULTANT

A. No officer, member, or employee of the CITY who exercises any functions or responsibilities in the review or approval of this Agreement shall:

1. Participate in any decision relating to this Agreement which effects his personal interest or the interest of any corporation, partnership, or association in which he has, directly or indirectly, any interest; or
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2. Have any interest, direct or indirect, in this Agreement or the proceeds thereof during his tenure or for one year thereafter.

B. The CONSULTANT hereby covenants that he has, at the time of the execution of this Agreement, no interest, and that he shall not acquire any interest in the future, direct or indirect, which would conflict in any manner or degree with the performance of ser vices required to be performed pursuant to this Agreement. The CONSULTANT further covenants that in the performance of this work, no person having any such interest shall be employed.

VII. NO PERSONNEL, AGENCY OR COMMISSION

The CONSULTANT warrants, by execution of this Agreement, that no personnel agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide established commercial or selling agencies maintained by the CONSULTANT for the purpose of securing business. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion, to deduct from this Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.

VIII. SUBCONTRACTING

A. The CONSULTANT shall not subcontract or otherwise assign any portion of the work to be performed under this Agreement without the prior written approval of the CITY.

B. In no event shall the CONSULTANT subcontract work in excess of 50% of the contract amount, excluding specialized services. Specialized services are those items not ordinarily furnished by a consultant performing the particular type of project.

IX. INDEPENDENT CONTRACTOR

In the performance of the services herein provided for, the CONSULTANT shall be, and is, an independent contractor and is not an agent or employee of the CITY. The CONSULTANT has and shall retain the right to exercise full control and supervision of all pe rsons assisting the CONSULTANT in the performance of said services hereunder. The CONSULTANT shall be solely responsible for all matters relating to the payment of its employees including compliance with social security and income tax withholding and all other regulations governing such matters.

X. SPECIFICATIONS

All specifications, manuals, standards, etc., either attached to this Agreement or incorporated by reference, are binding as to the performance of the work specified in this Agreement unless they are changed by written amendment to this Agreement modified in writing to incorporate such changes.

XI. DOCUMENTS/DATA

A. Ownership of Documents: All original papers and documents, produced as a result of this Agreement, shall become the property of the CITY. In addition, CITY shall be provided with access and use of any other papers and documents consistent with the purpose and 276

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scope of services covered by this Agreement. Any additional copies, not otherwise provided for herein, shall be the responsibility of the CITY.

Documents, including drawings and specifications, prepared by CONSULTANT pursuant to this Agreement, are not intended or represented to be suitable for reuse by CITY or others on extensions of the PROJECT or on any other project. Any use of the completed documents for other projects and any use of incomplete documents without the specific written authorization from CONSULTANT will be at CITY’s sole risk and without liability to CONSULTANT. Further, any and all liability arising out of changes made to CONSULTANT’s deliverables under this Agreement by CITY or persons other than CONSULTANT is waived as against CONSULTANT, and the CITY assumes full responsibility for such changes unless the CITY has given CONSULTANT prior notice and has received from CONSULTANT written consent for such changes.

B. Publication: No report, information, or other data given or prepared or assembled by the CONSULTANT pursuant to this Agreement, shall be made available to any individual or organization by the CONSULTANT without the prior written approval of the CITY.

Notwithstanding the foregoing, however, the CONSULTANT shall not be required to protect or hold in confidence and confidential information which (1) is or becomes available to the public with the prior written consent of the CITY; (2) must be disclosed to comply with law; or (3) must be disclosed in connection with any legal proceedings.

C. Copyrights: The CONSULTANT shall be free to copyright material developed under this Agreement with the provision that the CITY be given a nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use the material for government or public purposes. Should CONSULTANT place a copyright notice on documents it must state, “City of Visalia holds a nonexclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use the mate rial for government or public purposes.”

XII. INDEMNIFICATION AND INSURANCE

As respects acts, errors, or omissions in the performance of services, CONSULTANT agrees to indemnify and hold harmless CITY, its elected and appointed officers, and employees from and against any and all claims, demands, losses, reasonable defense costs, or liability, whether actual, alleged, or threatened, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT 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.

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

B. 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, CONSULTANT agrees to indemnify, defend (a t 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, reasonable defense costs, or liability 277

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of any kind or nature arising out of or in connection with CONSULTANT’s (or CONSULTANT’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.

C. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the CITY nor the CONSULTANT, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any remote or speculative breach of contract damages that the breaching party could not have reasonably foreseen when entering into this Agreement. To the extent this Agreement is considered a “Construction Contract” as defined b y California Civil Code section 2783, CONSULTANT’s duty to indemnify CITY under this or any other provision of the Agreement shall not apply when to do so would be prohibited by California Civil Code section 2782.

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

1. Workers’ compensation insurance as required by California statues.

2. 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, Prod ucts and Completed Operations Liability, Broad Form Property Damage (if applicable), Independent Contractor’s Liability (if applicable).

3. Professional liability insurance coverage, in an amount not less than One Million Dollars ($1,000,000).

4. 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.

E. CITY’S Risk Manager is hereby authorized to reduce the requirements set forth above in the event he/she determines that such reduction is in the CITY’S best interest.

F. CONSULTANT agrees to provide thirty (30) days written notice of any policy cancellation, limitation in scope or coverage, or non -renewal. Such notice shall be provided to the, City of Visalia, 707 W. Acequia, Visalia, CA 93291.

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.” 278

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