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.
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
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.
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
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.
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.
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.
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]
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
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
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.
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
RFP-23-24-58
Services to Conduct a Comprehensive Classification & Total Compensation Study
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
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)
RFP-23-24-58
Services to Conduct a Comprehensive Classification & Total Compensation Study
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
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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.
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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.
• List current clients who may have a financial interest in 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
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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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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
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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
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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
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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.”
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Services to Conduct a Comprehensive Classification & Total Compensation Study
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
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
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Services to Conduct a Comprehensive Classification & Total Compensation Study
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 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.
CITY OF VISALIA
707 W. Acequia Ave.
Visalia, CA 93291
Attention: City Clerk
CONSULTANT
_____________________________
_____________________________
(Attention)
_____________________________
Phone:_______________________
Email:________________________
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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 CONSULTANT
___________________________ ___________________________ 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 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/Schedule (if applicable)
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Addendum #1 Page 1 of 1
City of Visalia Purchasing Division
707 W. Acequia Avenue
Visalia, CA 93291 (559)713-4334
[email protected]
CITY OF VISALIA, CA
REQUEST FOR PROPOSALS
RFB-23-24-58
PROFESSIONAL SERVICES TO CONDUCT A
COMPREHENSIVE CLASSIFICATION AND TOTAL COMPENSATION STUDY
ADDENDUM NO. 1
Issued: July 11, 2025
Submittals Due: Thursday, July 31, 2025 @ 2:00pm
Addendum is being issued to provide responses to questions that have been submitted regarding this project. This addendum becomes part of the RFB-23-24-58 proposal document and must be signed and submitted with proposal.
ITEM 1: QUESTIONS/RESPONSES
1. Can the City provide an allocation report showing the positions being studied and the number of employees in each group?
Response: Employee bargaining units, unrepresented groups and # of classifications per group can be found on Page 2 of the RFP.
2. Does the City have a budget for the study? Can you share that with us? Response: Yes, the budget is $250,000.
3. Is the City comfortable with the study being conducted virtually with no on-site visits? Response: Meetings can be conducted virtually except for presentations made to City Council. Consultant will need to attend those in person.
END OF ADDENDUM NO. 1
/s/ Purchasing Division
(559) 713-4334
RESPONDENT to sign and submit with PROPOSAL
Firm: Date:
By:
Bidder’s Signature