Banking Services

CITY OF TACOMA / FINANCE DEPARTMENT REQUEST FOR PROPOSAL BANKING SERVICES SPECIFICATION NO. FI22-0101F City of Tacoma Finance Department REQUEST FOR PROPOSALS FI22-0101F Banking Services Submittal Deadline: 11:00 a.m., Pacific Time, Tuesday, June 28, 2022 Submittals must be received by the City’s Procurement and Payables Division prior to 11:00 a.m. Pacific Time. For electronic submittals, the City of Tacoma will designate the time of receipt recorded by our email, bids@cityoftacoma.org, as the official time of receipt. This clock will be used as the official time of receipt of all parts of electronic bid submittals. Submittal Delivery: Sealed submittals will be received as follows: By Email: bids@cityoftacoma.org Maximum file size: 35 MB. Multiple emails may be sent for each submittal. Bid Opening: Held virtually each Tuesday at 11AM. Attend via this link or call 1

(253) 215 8782. Submittals in response to a RFP will be recorded as received. As soon as possible, after 1:00 PM, on the day of submittal deadline, preliminary results will be posted to www.TacomaPurchasing.org. Solicitation Documents: An electronic copy of the complete solicitation documents may be viewed and obtained by accessing the City of Tacoma Purchasing website at www.TacomaPurchasing.org. • Register for the Bid Holders List to receive notices of addenda, questions and answers and related updates. • Click here to see a list of vendors registered for this solicitation. Pre-Proposal Meeting: A pre-proposal meeting will not be held. Project Scope: General Banking and Merchant Service Paid Sick Leave: The City of Tacoma requires all employers to provide paid sick leave as set forth in Title 18 of the Tacoma Municipal Code. For more information, visit our Minimum Employment Standards Paid Sick Leave webpage. Americans with Disabilities Act (ADA Information: The City of Tacoma, in accordance with Section 504 of the Rehabilitation Act (Section 504) and the Americans with Disabilities Act (ADA), commits to nondiscrimination on the basis of disability, in all of its programs and activities. Specification materials can be made available in an alternate format by emailing Gail Himes at ghimes@cityoftacoma.org, or by calling her collect at 253-591-5785. Title VI Information: “The City of Tacoma” in accordance with provisions of Title VI of the Civil Rights Act of 1964, (78 Stat. 252, 42 U.S.C. sections 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national origin in consideration of award. Additional Information: Requests for information regarding the specifications may be obtained by contacting Tad Carlson, Senior Buyer by email to tcarlson@cityoftacoma.org Protest Policy: City of Tacoma protest policy, located at www.tacomapurchasing.org, specifies procedures for protests submitted prior to and after submittal deadline. Meeting sites are accessible to persons with disabilities. Reasonable accommodations for persons with disabilities can be arranged with 48 hours advance notice by calling 253-502-8468. FI22-0101F Page 2 of 59 mailto:bids@cityoftacoma.org mailto:bids@cityoftacoma.org https://us02web.zoom.us/j/83250498294 https://www.cityoftacoma.org/cms/One.aspx?portalId=169&pageId=22848 http://www.tacomapurchasing.org/ http://www.ci.tacoma.wa.us/45bidsapps/PlanholderRegister.aspx http://www.ci.tacoma.wa.us/45bidsapps/PlanholderList.aspx https://www.cityoftacoma.org/cms/one.aspx?pageId=75860 https://www.cityoftacoma.org/cms/one.aspx?pageId=75860 mailto:ghimes@cityoftacoma.org http://cms.cityoftacoma.org/Purchasing/CandA/ProtestPolicy052711.pdf http://www.tacomapurchasing.org/ Table of Contents SUBMITTAL CHECK LIST ..................................................................................................... 4 1. BACKGROUND .............................................................................................................. 5 2. MINIMUM REQUIREMENTS ........................................................................................... 5 3. SCOPE OF SERVICES AND DELIVERABLES ................................................................ 6 4. CONTRACT TERM ......................................................................................................... 8 5. CALENDAR OF EVENTS ................................................................................................ 9 6. INQUIRIES ..................................................................................................................... 9 7. PRE-PROPOSAL MEETING ........................................................................................... 9 8. DISCLAIMER .................................................................................................................. 9 9. EVALUATION CRITERIA .............................................................................................. 10 10. INTERVIEWS / ORAL PRESENTATIONS ...................................................................... 10 11. RESPONSIVENESS ..................................................................................................... 11 12. CONTENT TO BE SUBMITTED – This section represents 100% of the possible scoring criteria. ................................................................................................................................ 11 13. ACCEPTANCE / REJECTION OF SUBMITTALS ........................................................... 15 14. ACCEPTANCE OF SUBMITTAL CONTENTS ................................................................ 15 15. CONTRACT OBLIGATION ............................................................................................ 15 16. STANDARD TERMS AND CONDITIONS ....................................................................... 15 17. INSURANCE REQUIREMENTS .................................................................................... 15 18. PARTNERSHIPS .......................................................................................................... 15 19. COMMITMENT OF FIRM KEY PERSONNEL ................................................................. 16 20. AWARD ........................................................................................................................ 16 21. ENVIRONMENTALLY PREFERABLE PROCUREMENT ................................................ 16 22. EQUITY IN CONTRACTING .......................................................................................... 17 23. PROPRIETARY OR CONFIDENTIAL INFORMATION .................................................... 17 24. ADDENDUMS ............................................................................................................... 17 APPENDIX A ....................................................................................................................... 18 APPENDIX B ....................................................................................................................... 23 APPENDIX C ....................................................................................................................... 36 FI22-0101F Page 3 of 59 SUBMITTAL CHECK LIST This checklist identifies items to be included with your submittal. Any submittal received without these required items may be deemed non-responsive and not be considered for award. Submittals must be received by the City of Tacoma Purchasing Division by the date and time specified in the Request for Proposal page. The following items make up your submittal package: One electronic copy of entire submittal package emailed to bids@cityoftacoma.org Signature Page - See Appendix A Price Proposal Form - See Appendix A Information in Content to be Submitted After award, the following documents will be executed: Services Contract Certificate of Insurance and related endorsements - See Appendix C FI22-0101F Page 4 of 59 1. BACKGROUND The City of Tacoma (the “City”), with a population of approximately 217,000, is the second largest city in the Puget Sound region and the third largest city in the State of Washington. It is a world-class port city, located in the western part of the State, near the southern tip of Puget Sound. The City is approximately 28 miles north of the state capitol in Olympia and 32 miles south of Seattle. The City serves as the regional center for banking, medical, educational, governmental services, logistics and transportation, and other services for Pierce County and the South Puget Sound. The City provides a full range of municipal services including community & economic development, fire, police, municipal court, public works, neighborhood & community services, information technology, finance, legal, and human reousrces. The City also operates public facilities such as the Tacoma Dome, Greater Tacoma Convention Center, the historic Pantages Theater, Rialto Theater and the Theater on the Square. Finally, the City operates a full range of utility services including power, water, rail, sewer, storm water, and solid waste. Several City departments deliver services to residents outside the City boundaries. To learn more about the City of Tacoma, visit www.cityoftacoma.org. 2. MINIMUM REQUIREMENTS In order to be considered responsive, responding firm must certify in writing that they meet each of the below requirements: (See Section 12.1) 1) Your bank has a minimum of $100,000,000 in total assets. 2) Provide all General Banking Services and Merchant Bankcard Services outlined in this Request for Proposals. 3) Ability to invoice monthly and separately for banking services (with possibility to offset charges with earnings credit) and merchant services (by merchant ID). 4) Provide monthly online account statements reflecting all activity and fees for both banking and merchant services. 5) Provide online access for the monitoring of detailed daily and monthly merchant sales, fees and chargebacks by merchant ID. 6) Be a member of the Federal Reserve System and have access to all of its services. 7) Be listed on the WA State Treasurer’s Qualified Public Depositories listing. 8) Provide an online system of placing stop payments with confirmation. 9) Transmit direct deposits through the ACH system from files provided by City (through bank’s portal and files created through SAP) with next day settlement, notify City of failed deposits, and return funds immediately upon notice of failure. 10) Have a system to filter unauthorized ACH debits to all City accounts. 11) Automatically return as stale dated any check that has a past issue date of six months or greater on any City account. FI22-0101F Page 5 of 59 http://www.cityoftacoma.org/ 12) Provide for a returned check processing system that re-deposits returned checks once, charges the account that was deposited, and sends an advice of charge with an itemized listing for each account to City. 13) Accept electronic deposits. 14) Have online capability for the City to initiate both repetitive and non-repetitive wire transfers. 15) Have a positive-pay checking account system and online exception reporting, and be able to accept positive-pay check data online and form files created, to bank specifications, through SAP. 16) Provide online capability to view paid checks from positive-pay checking accounts. 17) Provide online daily account statements of prior day activity in both printable format and BAI format (for manual downloading and posting to SAP) that provide detailed transactions and a summary of each account’s daily ledger balance, available balance, and the total ledger balance for all accounts. 18) Agree to make available audited financial statements for the bank or firm (and holding companies, if applicable) as soon as publicly available. 19) Provide at least one dedicated general banking service representative and one back-up service representative in the local area or within the Pacific Time zone as the City’s principal contacts. These contacts are to have sufficient technical expertise and authority and command the resources necessary to resolve complex issues, including matters involving online portals and data availability. 20) Provide at least one dedicated merchant services service representative and one back- up service representative to assist with creation, deletion, and monitoring of merchant accounts. 3. SCOPE OF SERVICES AND DELIVERABLES The City of Tacoma is seeking proposals for General Banking Services and Merchant Services from qualified banks with demonstrated experience in providing those services to the public sector. Generally, these services include, but are not limited to, depository accounts and related banking services, disbursement services, branch services, online account access and reporting; electronic payment card processing; and other merchant services. The preference is to award a single contract. However, the City reserves the right to split the award if it is in the City’s best interest to do so. 3.1 General Information The City’s general account serves as its main concentration account for investments, deposits, disbursements, ACH and Fed wire activities. Three zero balance accounts (ZBA’s) are linked to the City’s general account. The three ZBA’s are: FI22-0101F Page 6 of 59 a. Claims Account b. Payroll Account c. Tacoma Municipal Account In addition to the City’s general account and ZBA’s, the City maintains seven additional checking accounts for utility hyrdo projects (3), City Attorney, Police (2), and the Tacoma Dome. City deposits are made daily on City business days. Most deposits will be via armored car services. The City uses custom deposit slips which contain a unique eight digit serialized number beginning with two numbers which are utilized to identify the deposit location. Future financial system enhancements may require changes to or expansion of the numbering protocol. All of the City’s employees utilize direct deposit of payroll checks. Payroll is dispersed through ACH with a one-day window from the date of notification by the City to settlement date. The City provides a computer file to the bank for ACH settlement. The City pays all employees every other Friday on a bi-weekly basis. During certain holiday weeks, the date of pay will be earlier. The City currently utilizes a total of 54 individual merchant accounts which accept VISA, Mastercard, Discover, and American Express. Additionally, the City utilizes multiple gateway vendors including Trust Commerce, PayPayl, Camis, Card Connect, etc. 3.2 General Requirements City staff must be able to obtain, through the bank’s internet portal, the information listed below no later than 7:00am PST each business day: a. Closing ledger balance b. Closing available balance c. Total debits/credits d. Total miscellaneous debits/credits e. Detailed listing of all ACH debits/credits – prior day and current day f. Listing of returned item debits g. Detailed listing of all wire transfer debits/credits h. Listing of treasurer’s checks paid by number and dollar amount i. Claim ZBA account debit/credit amount to include ACH/check clearing and returns detail j. Payroll ZBA account debit/credit amount to include ACH/check clearing and returns detail k. Municipal Court ZBA debits, credits, credit card credits, listing of checks cleared by number and dollar amount and returns FI22-0101F Page 7 of 59 City staff must be able to access its account data and download a text file in BAI2/BAI2A format, containing the activity for the proceeding business day, no later than 7:00am PST each business day. The file must contain data identified in number 1 above. Account files transferred from the bank must meet the City’s file structure requirements. The City reserves the right to review and accept any proposed file structure changes. The City must have the ability to initiate ACH payments with a minimum settlement window of one business day and a maximum settlement window of 60 days from the City’s initiation date. City personnel must have the ability to initiate outgoing wire transfers electronically through the bank’s online portal and security procedures. Checks drawn on the successful proposing bank, as well as wire transfers, ACH deposits, cash desposits, and credit card deposits, will be considered “available” on the day of deposit. The City requires a monthly account analysis along with an invoice for services rendered. All costs must be included as billable charges on the monthly analysis invoice and not as a debit against City accounts. The City of Tacoma, under state law RCW 40.14.010, defines a check as an Official Public Record that must be retained six years. The City must receive the cancelled checks or a certified read only memory file of its cancelled checks for audit purposes. The City of Tacoma must also have access to digital images of its cancelled checks, front and back, by check number, amount, or date of encashment, for a minimum of 90 days. Images required in excess of 90 days must be readily available within 24 hours for the Bank’s customer service department. The City must have access to copies of its canceled checks for a minimum of six years from the date of issue per RCW 40.14.070 and WAC 4114- 24-050. In order for the City to charge out its merchant fees internally to the accepting departments, the City must receive a monthly report which details, by merchant number, all merchant fees (i.e. discount charges, fees, supplies, interchange, etc.). This report must cross reference merchant fees on the City’s monthly analysis invoice. Merchant fees associated with daily settlements cannot be debited to the City’s master demand account on a daily basis. They must be billed on a monthly basis. 4. CONTRACT TERM The contract will be for a six-year period with the option to renew the contract for additional terms, as determined in the sole discretion of the City. The City reserves the right to cancel the contract for any reason, by written notice, as stipulated in the contract. FI22-0101F Page 8 of 59 5. CALENDAR OF EVENTS This is a tentative schedule only and may be altered in the sole discretion of the City. Contract may be issued after City Council approval. The anticipated schedule of events concerning this RFP is as follows: Pre-Submittal Questions: 5/20/2022 Response to Questions: 6/3/2022 Submittal Due Date: 6/28/2022 Submittal Evaluated: 7/22/2022 Interviews/presentations, on or about: 8/8/2022 Award Recommendation: 8/29/2022 City Council Approval: 9/27/2022 6. INQUIRIES 6.1 Questions should be submitted toTad Carlson via email to tcarlson@cityoftacoma.org. Subject line to read: FI22-0101F - Banking Services – VENDOR NAME 6.2 Questions must be received no later than 3 pm on the date given in the Calendar of Events. 6.3 Questions marked confidential will not be answered or included. 6.4 The City reserves the discretion to group similar questions to provide a single answer or not to respond when the requested information is confidential, or not respond to any question, all in the sole discretion of the City. 6.5 The answers are not typically considered an addendum. 6.6 The City will not be responsible for unsuccessful submittal of questions. 6.7 Written answers to questions may be posted in the event approximately one week after the question deadline. 7. PRE-PROPOSAL MEETING No pre-proposal meeting will be held; however, questions and request for clarifications of the specifications may be submitted as stated in the inquiries section. 8. DISCLAIMER FI22-0101F Page 9 of 59 mailto:buyer@cityoftacoma.org The City is not liable for any costs incurred by the Respondent for the preparation of materials and/or a submittal submitted in response to this RFP, for conducting any presentations to the City, and/or any other activities related to responding to this RFP, and/or to any subsequent requirements of the contract negotiation process. 9. EVALUATION CRITERIA A Selection Advisory Committee (SAC) will review and evaluate submittals. After the evaluation, the SAC may conduct interviews of the most qualified Respondents before final selection. The relative weight of each scoring criteria is indicated in the table below. Criteria Max Points Qualifications/Experience of Firm 10 Examples of Projects 5 Services, Online Access and Reporting Capabilities 30 Client References 5 Fees and Charges / Method of Billing / Hourly Rates 25 Qualifications / Experience of Key Personnel 15 Sustainability 5 Equity in Contracting 5 Contract Exceptions 0 Total 100 9.1 The SAC may select one or more respondent to provide the services required. 9.2 The SAC may use references to clarify information in the submittals and interviews, if conducted, which may affect the rating. The City reserves the right to contact references other than those included in the submittal. 9.3 A significant deficiency in any one criteria is grounds for rejection of the submittal as a whole, as determined in the sole discretion of the City. 10. INTERVIEWS / ORAL PRESENTATIONS An invitation to interview may be extended to Respondents based on SAC review of the written submittals. The SAC reserves the right to adjust scoring based on additional information and/or clarifications provided during interviews. The City reserves all rights to begin contract negotiations without conducting interviews. Respondents must be available to interview within three business days notice. If interviews are conducted, the SAC will schedule the interviews with the contact person provided in the SOQs. Additional interview information will be provided at the time of invitation. At this time, it is anticipated that the main objective of the interview, if held, will be for the SAC to meet the project manager and key personnel that will have direct involvement with the project FI22-0101F Page 10 of 59 and hear about their relevant experience and expertise. The City does not intend to meet with firm officials unless they are to be directly involved with the project. Following interviews, submittals will be rescored using the same criteria as given in Evaluation Criteria. 11. RESPONSIVENESS Respondents agree their submittal is valid until a contract(s) has been executed. All responsive submittals will be reviewed by the City to determine compliance with the requirements and instructions specified in this RFP. The Respondent is specifically notified that failure to comply with any part of this RFP may result in rejection of the submittal as non- responsive. The City reserves the right, in its sole discretion, to waive irregularities deemed immaterial. The City reserves the right, in its sole discretion, to reject all submittals. The final selection, if any, will be that submittal which, after review of submissions and potential interviews, in the sole judgement of the City, best meets the requirements set forth in this RFP. 12. CONTENT TO BE SUBMITTED – This section represents 100% of the possible scoring criteria. Proposals should formatted as 8 1⁄2” x 11”. A “page” is defined as one single-side of a document that has written text or graphics. The font should be Times New Roman or Arial with font size no smaller than 11 and the margins shall be 0.75” or greater. Submittals should be limited to a maximum of 10 pages, double-sided, or 20 pages total, excluding any required forms or resumes. All pages that exceed the specified page limit will not be part of the evaluation. A full and complete response to each of the “CONTENT TO BE SUBMITTED” items is expected in a single location; do not cross reference to another section in your submittal. Information that is confidential must be clearly marked. See Section 1 of the Standard Terms and Conditions – Solicitation 1.06 for Public Disclosure : Proprietary or Confidential Information. Respondents are to provide complete and detailed responses to all items below. Submittals that are incomplete or conditioned in any way that contain alternatives or items not called for in this RFP, or not in conformity with law, may be rejected as being non-responsive, in the sole discretion of the City. The City will not accept any submittal containing a substantial deviation from the requirements outlined in this RFP. Submittals should present information in a straightforward and concise manner, while ensuring complete and detailed descriptions of the respondent’s/team’s abilities to meet the requirement of this RFP. Emphasis will be on completeness of content. The written submittals should be prepared in the sequential order as outlined below. The City reserves the right to request clarification of any aspect of a firm’s submittal, or request additional information that might be required to properly evaluate the submittal. A firm’s failure to FI22-0101F Page 11 of 59 respond to such a request may result in rejection of the firm’s submittal. Firms are required to provide responses to any request clarification within two (2) business days. Requests for clarification or additional information shall be made at the sole discretion of the City. The City’s retention of this right shall no way diminish a Proposer’s responsibility to submit a submittal that is current, clear, complete and accurate. 12.1 Minimum Requirements - Required but Not Scored Provide a written attestation that the responding firm meets all of the requirements prescribed in the Minimum Requirements section of this RFP. 12.2 Qualifications/Experience of Firm – 10 points 1. Describe your company's ability to provide general banking services and/or merchant services for the City and include the following at a minimum: a. Listing of all branch locations within the City of Tacoma, nearest the Town of Eatonville, and within Lewis County. b. The general area of your cash vault(s). c. Short term and long term credit ratings for your firm and parent company. d. Your firm’s most current Community Reinvestment Act (CRA) rating. e. What separates your firm from your compeititors. 12.3 Examples of Projects – 5 points In the fields below, describe three projects similar in scope and complexity to this project's scope of work. 12.4 Services, Online Access and Reporting Capabilities – 30 points 1. Describe reporting capabilities and how long the data is maintained and accessible for both general banking and merchant services. 2. Provide copies of screen shots and/or sample reports including same day reporting as well as prior day(s) reporting for both general banking and merchant services. 3. How soon are statements available after month end? 4. Are images of deposited items available online? If so, how soon are they available and how long are they available? 5. Provide a funds availability schedule for checks and electronic transfers deposited into the City’s accounts. 6. Describe the customer service process for your firm. Describe the role of 1-800 numbers in the servicing of the relationship and what information is necessary to talk with customer service agents for both general banking and merchant services. List hours of availability. 7. Describe the minimum requirements and process for City employees to access the bank’s internet portals(s). 8. Describe the cybersecurity protocols you have in place. FI22-0101F Page 12 of 59 9. What is the firm’s contingency plan for providing services in the event the internet portal(s) are not functioning properly for either general banking and/or merchant services? 10. List all system outages or down times (both geneal banking and merchant services), including both planned maintenance and unplanned events, that your system has experienced in the past year and the durations. 11. What is the lastest time the bank will report current day ACH credit/debit postings to the City’s accounts? 12. Discuss your operational procedures for establishing/closing merchant accounts and/or additional general banking accounts. 13. What are your settlement rules and times for merchant transactions? When will bank accounts be funded? 14. Is there availability to chain merchant accounts together (i.e. such as by department) and report by individual merchant account, chained merchant accounts, and/or all merchant accounts? 15. What types of hardware does the firm provide for acceptance of merchant cards? Are there both lease and purchase options available? 16. Is there a staff member dedicated to PCI compliance? Describe this staff member’s role in assisting/guiding the City toward PCI compliance as a Level 1 or 2 merchant. 17. Provide a detailed description of the conversion process, including testing, and a sample implementation schedule assuming a go live date of July 1, 2023. Please include: necessary actions, responsible parties, target completion dates, number of meetings with Treasury staff, number of meetings with IT/other staff, as well as a discussion of the critical factors that may impact lead time. 18. Provide detailed information regarding the resources (human and otherwise) your firm would be commtting to the conversion process. 19. Provide a draft work plan that includes a brief explanation and timeline for how you propose to most effectively manage the bank conversion and what contingencies would be in place to keep the conversion on schedule. 20. The City estimates its conversion costs to be approximately $105,000. Is your firm willing to commit to reimbursing the City’s costs associated with transitioning the accounts? If so, please indicate how costs would be credited back to the City. 21. Excluding City staff resources, describe any setup fees, training fees or other external conversion/implementation costs for which the City will be responsible if it converts to your firm. 22. Describe materials available and/or any on-site employee training provided by the firm in support of the conversion process and after go live functionality. 23. Describe your firm’s experience doing conversions to SAP enterprise systems. 24. Describe any organizational challenges that may impact your firm’s ability to provide services as detailed in this RFP. 12.5 Client References – 5 points FI22-0101F Page 13 of 59 Provide three client references able to verify the firm’s overall expertise for this type of work. The references must have worked with the firm within the last year. Provide complete information such as name of company, contact person, address, phone number, and email address. 12.6 Fees and Charges / Method of Billing / Hourly Rates – 25 points 1. Provide a detaild description of the method of billing and hourly rates. 2. Complete the Price Proposal Froms (Appendix A) utilizing the City’s estimated monthly quantities provided for both general banking services and merchant services. 3. For merchant services, list and define transaction fees for authorization, settlement, network, communications, and any other associated fees, as well as your firm’s rate and fee structure. 12.7 Qualifications / Experience of Key Personnel – 15 points List key personnel that will handle the project, including general banking, merchant services, and a techlogy conversion team if not the incumbent bank. Please describe how many other customers the key personel support and their capacity to service the City. The personnel listed must be committed to this project for the expected term of the agreement. Include a brief bio or resume outlining the experience of the key personnel that will be involved. 12.8 Sustainability – 5 points Provide information on your company’s commitment to the environment. Include your sustainability statement and current practices. 12.9 Equity in Contracting – 5 points Is your firm, or the firm you are partnering with, certified with Washington State for any of the below categories (select all that apply)? Confirmation of certification to any item below will award all points for this category. ☐ Combination Business Enterprise (CBE) ☐ Disadvantaged Business Enterprise (DBE) ☐ Minority Business Enterprise (MBE) ☐ Minority/Women Business Enterprise (MWBE) ☐ Small Business Enterprise (SBE) ☐ Socially and Economically Disadvantaged Business Enterprise (SEDBE) ☐ Women Business Enterprise (WBE) 12.10 Contract Exceptions – Required but Not Scored FI22-0101F Page 14 of 59 Please list any exceptions, modifications or amendments to any of the City of Tacoma's Standard Terms and Conditions or any other part of these specifications. 13. ACCEPTANCE / REJECTION OF SUBMITTALS Respondents are advised that the City reserves the right to cancel award of this Contract at any time before execution of the Contract by both parties if cancellation is deemed to be in the City’s best interest. In submitting a Submittal, Respondents agree that the City is not liable for any costs or damages for the cancellation of an award. The City reserves the right and holds at its discretion the following rights and options: • To waive any or all informalities • To award one or more contracts • To not award a contract • To issue subsequent solicitation(s) 14. ACCEPTANCE OF SUBMITTAL CONTENTS The Submittal contents of the successful Respondent will become contractual obligations if a contract ensues. 15. CONTRACT OBLIGATION The selected Respondent(s) will be expected to execute a contract with the City. At a minimum, any contract will incorporate the terms and conditions contained herein. If the submittal does not list any contract exceptions pursuant to section 12.9 above, then no further negotiation on standard terms and conditions will occur. If items are listed under 12.9 above, the City, at its sole option, will decide whether to open discussion on each proposed exception, modification and/or amendment. The City, in its sole discretion will determine the final contract language to be used. 16. STANDARD TERMS AND CONDITIONS City of Tacoma Standard Terms and Conditions apply. See Appendix C. 17. INSURANCE REQUIREMENTS Successful proposer will provide proof and maintain the insurance coverage in the amounts and in the manner specified in the City of Tacoma Insurance Requirements document applicable to the services, products, and deliverables provided under the RFP. The City of Tacoma Insurance Requirements document is fully incorporated into the RFP by reference. 18. PARTNERSHIPS The City will allow firms to partner in order to respond to this RFP. Respondents may team under a Prime Respondent’s submittal in order to provide responses to all sections in a single FI22-0101F Page 15 of 59 https://cms.cityoftacoma.org/purchasing/StandardTermsandConditions.pdf submission; however, each Respondent’s participation must be clearly delineated by section. The Prime Respondent will be considered the responding vendor and the responsible party at contract award. All contract negotiations will be conducted only with the Prime Respondent. All contract payments will be made only to the Prime Respondent. Any agreements between the Prime Respondent and other companies will not be a part of the agreement between the City and the Prime Respondent. The City reserves the right to select more than one Prime Respondent. 19. COMMITMENT OF FIRM KEY PERSONNEL The Respondent agrees that key personnel identified in its submittal or during contract negotiations as committed to this project will, in fact, be the key personnel to perform during the life of this contract. Should key personnel become unavailable for any reason, the selected Respondent shall provide suitable replacement personnel, subject to the approval of the City. Substantial organizational or personnel changes within the agency are expected to be communicated immediately. Failure to do so could result in cancellation of the Contract. Specific language pertaining to personnel substitution is contained within the sample contract in Appendix B. 20. AWARD After the Respondent(s) is selected by the SAC and prior to award, all other Respondents will be notified via email by the Purchasing Division. Once a finalist (or finalists) has been selected by the Selection Advisory Committee, contract negotiations with that finalist will begin, and if a contract is successfully negotiated, it will, if required, be submitted for final approval by the City Council. 21. ENVIRONMENTALLY PREFERABLE PROCUREMENT In accordance with the City’s Sustainable Procurement Policy, it is the policy of the City of Tacoma to encourage the use of products or services that help to minimize the environmental and human health impacts of City Operations. Respondents are encouraged to incorporate environmentally preferable products or services that have a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. This comparison may consider raw materials acquisition, products, manufacturing, packaging, distribution reuse, operation, maintenance or disposal of the product or service. The City of Tacoma encourages the use of sustainability practices and desires any awarded contractor(s) to assist in efforts to address such factors when feasible for: • Reduction of pollutant releases • Toxicity of materials used • Waste generation • Greenhouse gas emissions, including transportation of materials and services FI22-0101F Page 16 of 59 • Recycle content • Comprehensive energy conservation measures • Waste manage reduction plans • Potential impact on human health and the environment 22. EQUITY IN CONTRACTING The City of Tacoma is committed to encouraging firms certified through the Washington State Office of Minority and Women’s Business Enterprise to participate in City contracting opportunities. See the TMC 1.07 Equity in Contracting Policy at the City’s Equity in Contracting Program website. 23. PROPRIETARY OR CONFIDENTIAL INFORMATION The Washington State Public Disclosure Act (RCW 42.56 et seq.) requires public agencies in Washington make public records available for inspection and copying unless they fall within the specified exemptions contained in the Act, or are otherwise privileged. Documents submitted under this RFP shall be considered public records and, with limited exceptions, will be made available for inspection and copying by the public. See Standard Terms and Conditions for more information on proprietary or confidential information. 24. ADDENDUMS In the event it becomes necessary to revise any part of this RFP, an addendum will be posted alongside these specifications on tacomapurchasing.org. Failure to acknowledge addendum(s) on the required Signature Page may result in a submittal being deemed non-responsive by the City. FI22-0101F Page 17 of 59 https://omwbe.diversitycompliance.com/ https://omwbe.diversitycompliance.com/ https://www.cityoftacoma.org/government/city_departments/community_and_economic_development/equity_in_contracting#:%7E:text=The%20Equity%20in%20Contracting%20Program%20offers%20access%20to,of%20Tacoma.%20Mission%20Statement%20Background%20and%20Disparity%20Study?msclkid=3318fb55c19e11ec9a0ecd29b245e40f https://apps.leg.wa.gov/RCW/default.aspx?cite=42.56 APPENDIX A Signature Page Price Proposal Form FI22-0101F Page 18 of 59 SIGNATURE PAGE CITY OF TACOMA FINANCE DEPARTMENT All submittals must be in ink or typewritten, executed by a duly authorized officer or representative of the bidding/proposing entity, and received and time stamped as directed in the Request for Proposals page near the beginning of the specification. If the bidder/proposer is a subsidiary or doing business on behalf of another entity, so state, and provide the firm name under which business is hereby transacted. REQUEST FOR PROPOSALS SPECIFICATION NO. FI22-0101F Banking Services The undersigned bidder/proposer hereby agrees to execute the proposed contract and furnish all materials, labor, tools, equipment and all other facilities and services in accordance with these specifications. The bidder/proposer agrees, by submitting a bid/proposal under these specifications, that in the event any litigation should arise concerning the submission of bids/proposals or the award of contract under this specification, Request for Bids, Request for Proposals or Request for Qualifications, the venue of such action or litigation shall be in the Superior Court of the State of Washington, in and for the County of Pierce. Non-Collusion Declaration The undersigned bidder/proposer hereby certifies under penalty of perjury that this bid/proposal is genuine and not a sham or collusive bid/proposal, or made in the interests or on behalf of any person or entity not herein named; and that said bidder/proposer has not directly or indirectly induced or solicited any contractor or supplier on the above work to put in a sham bid/proposal or any person or entity to refrain from submitting a bid/proposal; and that said bidder/proposer has not, in any manner, sought by collusion to secure to itself an advantage over any other contractor(s) or person(s). Bidder/Proposer’s Registered Name Address City, State, Zip Authorized Signatory E-Mail Address E.I.No. / Federal Social Security Number Used on Quarterly Federal Tax Return, U.S. Treasury Dept. Form 941 E-Mail Address for Communications Signature of Person Authorized to Enter Date into Contracts for Bidder/Proposer Printed Name and Title (Area Code) Telephone Number / Fax Number State Business License Number in WA, also known as UBI (Unified Business Identifier) Number State Contractor’s License Number (See Ch. 18.27, R.C.W.) Addendum acknowledgement #1_____ #2_____ #3_____ #4_____ #5_____ THIS PAGE MUST BE SIGNED AND RETURNED WITH SUBMITTAL. FI22-0101F Page 19 of 59 Price Proposal Form (Page 1 of 3) In addition to completing the banking services information below, also attach a generic version of a monthly merchant services invoice showing your fees either as a cost or percentage added. GENERAL BANKING SERVICES SERVICE VOLUME UNIT PRICE EXTENDED PRICE BALANCE & COMPENSATION INFORMATION Recoupment Monthly 78,312 GENERAL ACCOUNT SERVICES Site Subcription 3 Account Maintenance 13 Subaccount Maintenance 32 ZBA Accounts 3 Debits Posted 188 Check Deposit Adjusmtent 2 LOCKBOX SERVICES Electronic Payment Processing 11,427 Elec Pymt Processing Monthly Maintenance 1 Elec Pymt Processing Reporting Package Monthly 1 DEPOSITORY SERVICES Branch Deposit Post Verify 1 Cash Order Fee in a Branch 5 Cash Vault Coin Rolls Furnished 3,986 Cash Vault Currency/Coin Deposited 868,992 Cash Vault Deposit Adjustment 3 Cash Vault Deposit Nonstandard Coin Bag 13 Cash Vault Deposit Rolled Coin 2 Cash Vault Deposit Standard Coin Bag 7 Cash Vault Deposit 603 Cash Vault Order - Automated 11 Return Item Image Retrieval 40 Return Item Service Monthly Base 40 Currency Furnished by Branch 5,673 Deposited Check 3,213 Electronic Deposit Adjustment 5 Retrun Item Subscription Per Item 96 Return Item - Chargeback 34 Return Item Redeposited 10 Return Item Special Installment Monthly 1 Return Item Special Instructions 34 Return Item Subscription Per Account 32 Electronci Deposit - Deposited Item 18,628 FI22-0101F Page 20 of 59 Electronic Deposit - Deposited Item Onus 2,409 PAPER DISBURSEMENT SERVICES Image View 90 Days - Item 15 Check Cashing Threshold Monthly 6 Checks Pay to Indiv Block Monthly 5 DDA Checks Paid 1,424 OTC Debit Block Monthly 6 Payment Auth Max Check Monthly 6 Positive Pay Exception Checks Returned 4 Positive Pay Monthly 1 Positive Pay Only - Item 1,568 Positive Pay Only Monthly 6 Stop Payment - Paper Confirmation 1 PAPER DISBURSEMENT RECON SERVICES ARP Aged Issue Records on File - Item 3,477 ARP Full Recon - Item 26 ARP Monthly Base - Full 1 ARP Statement & Reports Monthly 3 Check Issues - Item 32 GENERAL ACH SERVICES ACH Fraud Filter Stop - Item 1 ACH Fraud Filter Stop Monthly 12 ACH Return Subscription - Item 549 ACH Return Subscription - Account 5 ACH Subscription - Account 3 ACH Future Dated Item 29,797 ACH Monthly Base 3 ACH NOC - Electronic 63 ACH Originated - Addenda Record 14,492 ACH Payments Base Fee 2 ACH Payments Future Dated Item 13,360 ACH Payments Online Batch Release 9 ACH Payments Same Day Item 6 ACH Receivd Addenda 2,944 ACH Received Item 796 ACH Return Admin - Electronic 69 ACH Return Item - Electronic 132 ACH Return Unauthorized - Electronic 5 ACH Return Unauthorized Quality Fee 5 ACH Reversal - Item 2 ACH Transmission Charge 87 Electronic Credits Posted 1,517 EDI PAYMENT SERVICES Price Proposal Form (Page 2 of 3) FI22-0101F Page 21 of 59 EDI Payment Detail Addenda Item 2,666 EDI Payment Detail - Item 644 EDI PAYMENT Detail Subscription Monthly 1 Receivables Manger or Electronic Payment Transmission 19 Receivables Manager Monthly 1 WIRE & OTHER FUNDS TRANSFER SERVICE Wire In to USA Account - USA Domestic 27 Wire In XBDR Correspondence Back - USD/FX 1 Wire Out Domestic API 4 INFORMATION SERVICES BAI Monthly Base 4 BAI Transactions Reported 3,826 Alerts Service - Email 327 Intraday Reporting Items Receipted 6,075 Intraday Reporting Subscription 5 Previous Day Reporting Items Loaded 3,851 Previous Day Reporting Subscription 12 Search Fucntionality 6 INTERNATIONAL SERVICES Deposited Check on Canadian Bank 2 Price Proposal Form (Page 3 of 3) FI22-0101F Page 22 of 59 APPENDIX B Sample Contract FI22-0101F Page 23 of 59 SERVICES CONTRACT Click here for the Contract Questionnaire Popup Quick Reference Start Questionnaire Finalize Document THIS CONTRACT, made and entered into effective as of the ____ day of _________, 20__ (EFFECTIVE DATE) by and between the CITY OF TACOMA, a municipal corporation of the State of Washington (hereinafter referred to as the “CITY”), and [INSERT legal name of Supplier exactly as it appears in Ariba], (hereinafter referred to as “CONTRACTOR”); In consideration of the mutual promises and obligations hereinafter set forth, the Parties hereto agree as follows: 1. Scope of Services/Work The CONTRACTOR agrees to diligently and completely perform the services and/or deliverables consisting of [INSERT A BRIEF DESCRIPTION OF THE WORK TO BE PERFORMED] as is described in Exhibit XXXXX [A, B, ETC., if needed] attached hereto and incorporated herein. 2. Order of Precedence To the extent there is any discrepancy or conflict between and/or amongst the terms of this Contract and Exhibit(s) __________, the controlling terms for this Contract will be interpreted in the following order of precedence, with the first listed being the most controlling, and the last listed being the least controlling: Contract, Exhibit ___, Exhibit _____. [INSERT EXHIBIT REFERENCES IN ORDER OF WHICH IS MOST CONTROLLING] 3. Changes to Scope of Work The CITY shall have the right to make changes within the general scope of services and/or deliverables upon execution in writing of a change order or amendment hereto. If the changes will result in additional work effort by CONTRACTOR, the CITY will agree to reasonably compensate the CONTRACTOR for such additional effort up to the maximum amount specified herein or as otherwise provided by City Code. 4. On Call Contracts If the services and deliverables performed under this Contract are on an on call or as assigned basis, service and deliverables may be assigned by Task Authorization or Statements of Work, are subject to Section 9, and cannot augment any other work that the CONTRACTOR is doing for the CITY on another Contract. Actual compensation will depend upon the actual purchases made by the City during the life of this Contract and will be paid at the rates set in Exhibit A 5. Term FI22-0101F Page 24 of 59 http://cityshare/Teams/IT/Projects/P2P/Training/General/Contract%20Questionnaire%20QRG.docx?Web=1 All services shall be satisfactorily completed on or before [INSERT CONTRACT TERMINATION DATE] and this Contract shall expire on said date unless mutually extended by a written and executed Amendment to this Contract. 6. Renewals At CITY's sole option, the Term of this Contract may be renewed for additional [INSERT THE RENEWAL PERIOD - 1 YEAR, ETC] periods, not to exceed [INSERT THE MAXIMUM NUMBER OF RENEWAL PERIODS]. CITY will provide written notice of its intent to exercise any renewal options at least 30 days prior to the then existing Term and a written Amendment to this Contract will be mutually executed. 7. Delay Neither party shall be considered to be in default in the performance of this Contract to the extent such performance is prevented or delayed by any cause which is beyond the reasonable control of the affected party and, in such event, the time for performance shall be extended for a period equal to any time lost as a result thereof. In the event CONTRACTOR is unable to proceed due to a delay solely attributable to CITY, CONTRACTOR shall advise CITY of such delay in writing as soon as is practicable. 8. Compensation The CITY shall compensate the CONTRACTOR for the services and deliverables performed under this Contract [in accordance with OR on the basis of] [INSERT DESCRIPTION OF COMPENSATION ARRANGEMENTS – REFERENCE EXHIBIT, TIME AND MATERIALS, LUMP SUM ETC.] 9. Not to Exceed Amount The total price to be paid by CITY for CONTRACTOR’S full and complete performance of the Scope of Work hereunder shall not exceed $ [INSERT TOTAL AMOUNT OF CONTRACT] plus applicable taxes without a written and executed Amendment to this Contract. Said price shall be the total compensation for CONTRACTOR’S performance hereunder including, but not limited to, all work, deliverables, materials, supplies, equipment, subcontractor’s fees, and all reimbursable travel and miscellaneous or incidental expenses to be incurred by CONTRACTOR. In the event the CONTRACTOR incurs cost in excess of the sum authorized for service under this Contract, the CONTRACTOR shall pay such excess from its own funds, and the CITY shall not be required to pay any part of such excess, and the CONTRACTOR shall have no claim against the CITY on account thereof. 10. Payment CONTRACTOR shall submit XXXXXXXX {monthly, weekly, annual, Contract milestone, etc.} invoices for services completed and/or deliverables furnished during the invoice period. Upon CITY’S request, CONTRACTOR shall submit necessary and appropriate documentation, as determined by the CITY, for all invoiced services and deliverables. FI22-0101F Page 25 of 59 Payment shall be made through the CITY’S ordinary payment process, and shall be considered timely if made within 30 days of receipt of a properly completed invoice. All payments shall be subject to adjustment for any amounts, upon audit or otherwise, determined to have been improperly invoiced. The CITY may withhold payment to the CONTRACTOR for any services or deliverables not performed as required hereunder until such time as the CONTRACTOR modifies such services or deliverables to the satisfaction of the CITY. 11. Payment Method The City’s preferred method of payment is by ePayables (Payment Plus), followed by credit card (aka procurement card), then Electronic Funds Transfer (EFT) by Automated Clearing House (ACH), then check or other cash equivalent. CONTRACTOR may be required to have the capability of accepting the City’s ePayables or credit card methods of payment. The City of Tacoma will not accept price changes or pay additional fees when ePayables (Payment Plus) or credit card is used. The City, in its sole discretion, will determine the method of payment for this Contract. 12. Independent Contractor Status The services and deliverables shall be furnished by the CONTRACTOR as an independent Contractor, and nothing herein contained shall be construed to create an employer and employee relationship. The CONTRACTOR shall provide at its sole expense all materials, office space, and other necessities to perform its duties under this Contract, unless stated otherwise in this Contract. No payroll or employment taxes of any kind shall be withheld or paid by the CITY with respect to payments to CONTRACTOR. The payroll or employment taxes that are the subject of this paragraph include, but are not limited to, FICA, FUTA, federal income tax, state personal income tax, state disability insurance tax and state unemployment insurance tax. By reason of CONTRACTOR’s status as an independent Contractor hereunder, no workers' compensation insurance has been or will be obtained by the CITY on account of CONTRACTOR. CONTRACTOR may be required to provide the CITY proof of payment of these said taxes and benefits. If the CITY is assessed or deemed liable in any manner for those charges or taxes, the CONTRACTOR agrees to hold the CITY harmless from those costs, including attorney’s fees. 13. Services Warranty The CONTRACTOR warrants that all services performed pursuant to this Contract shall be generally suitable for the use to which CITY intends to use said services and deliverables as expressed in the Scope of Work. In the performance of services under this Contract, the CONTRACTOR and its employees further agree to exercise the degree of skill and care required by customarily accepted good practices and procedures followed by professionals or service providers rendering the same or similar type of service. All obligations and services of the CONTRACTOR hereunder shall be performed diligently and completely according to such professional standards. Unless a higher standard or longer periods of warranty coverage for product deliverables provided under this Contract is provided herein, CONTRACTOR agrees to correct any defect or failure of deliverables supplied under this Contract which occurs FI22-0101F Page 26 of 59 within one year from ________[FILL IN APPROPRIATE TIME FRAME, E.G. GO LIVE, FIRST USE, ETC]. During said warranty period, all of the costs (including shipping, dismantling and reinstallation) of repairs or corrections is the responsibility of the CONTRACTOR. If CONTRACTOR is not the manufacturer of the item of equipment, CONTRACTOR agrees to be responsible for this warranty and shall not be relieved by a lesser manufacturer's guarantee. This Contract warranty period shall be suspended from the time a significant defect is first documented by the CITY until repair or replacement by CONTRACTOR and acceptance by the CITY. In the event less than ninety (90) days remain on the warranty period (after recalculating), the warranty period shall be extended to allow for at least ninety (90) days from the date of repair or replacement and acceptance by the CITY. 14. Reliance on CITY Provided Data or Information If the CONTRACTOR intends to rely on information or data supplied by the CITY, other CITY contractors or other generally reputable sources without independent verification, such intent shall be brought to the attention of the CITY. 15. Contract Administration [INSERT NAME TITLE AND DEPARTMENT OF CONTRACT ADMINISTRATOR] for the CITY shall have primary responsibility for contract administration and approval of services to be performed by the CONTRACTOR, and shall coordinate all communications between the CONTRACTOR and the CITY. 16. Specific Personnel If before, during, or after the execution of this Contract, CONTRACTOR represents to the CITY that certain personnel would or will be responsible for performing services and deliverables under this Contract, then the CONTRACTOR is obligated to ensure that said personnel perform said Contract services to the maximum extent permitted by law. This Contract provision shall only be waived by written authorization by the CITY, and on a case-by-case basis. 17. Right to Audit During the Term of this Contract, and for six (6) years thereafter, the CITY shall have the right to inspect and audit during normal business hours all pertinent books and records of the CONTRACTOR and/or any sub-contractor or agent of CONTRACTOR that performed services or furnished deliverables in connection with or related to the Scope of Work hereunder as reasonably needed by CITY to assess performance, compliance and quality assurance under this Contract or in satisfaction of City's public disclosure obligations, as applicable. CONTRACTOR shall, upon three (3) business days of receipt of written request for such inspection and audit from CITY, provide the CITY with, or permit CITY to make, a copy of any work-related books, accounts, records and documents, in whole or in part, as specified in such request. Said inspection and audit shall occur in Pierce County, Washington or such other reasonable location as the CITY selects. The CITY shall bear the cost of any inspection audit requested hereunder, provided, that if an inspection FI22-0101F Page 27 of 59 audit in accordance with the foregoing provisions discloses overpricing or overcharges (of any nature) by the CONTRACTOR to the CITY in excess of one percent (1%) of the total contract billings, in addition to making adjustments for the overcharges, the reasonable actual cost of the CITY's audit shall be reimbursed to CITY by CONTRACTOR. Any adjustments or payments that must be made as a result of any audit and inspection hereunder shall be made no later than 90 days from presentation of CITY's findings to CONTRACTOR. CONTRACTOR shall ensure that the foregoing inspection, audit and copying rights of the CITY are a condition of any subcontract, agreement or other arrangement under which any other person or entity is permitted to perform the Scope of Work under this Contract. 18. Records Retention The CONTRACTOR shall establish and maintain records in accordance with requirements prescribed by the CITY, with respect to all matters related to the performance of this Contract. Except as otherwise authorized by the CITY, the CONTRACTOR shall retain such records for a period of ______[INSERT THE TIME THE RECORDS SHOULD BE KEPT. MOST COMMON IS 6 YEARS] years after receipt of the final payment under this Contract or termination of this Contract. If CONTRACTOR retains any City records or data hosted in a Cloud Service. CITY shall have the ability to access its records hosted in a Cloud Service at any time during the Term of this Contract. CITY may export and retrieve its records during the Term of the Contract and, no later than 30 days from the termination of this Contract, CONTRACTOR shall export CITY records to City's custody and control. 19. Notices Except for routine operational communications, which may be delivered personally or transmitted by electronic mail all notices required hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or mailed first-class mail, postage prepaid, to the parties at the following addresses: CITY: Name: Title: Address: Telephone No.: E-mail: CONTRACTOR: Name: Title: Address: Telephone No.: E-mail: 20. Termination Except as otherwise provided herein, the CITY may terminate this Contract at any time, with or without cause, by giving ten (10) business days written notice to CONTRACTOR. FI22-0101F Page 28 of 59 In the event of termination, all finished and unfinished work prepared by the CONTRACTOR pursuant to this Contract shall be provided to the CITY. In the event CITY terminates this Contract due to the CITY’s own reasons and without cause due to the CONTRACTOR’s actions or omissions, the CITY shall pay the CONTRACTOR the amount due for actual work and services necessarily performed under this Contract up to the effective date of termination, not to exceed the total compensation set forth herein. Termination of this Contract by CITY shall not constitute a waiver of any claims or remaining rights the CITY may have against CONTRACTOR relative to performance hereunder. 21. Suspension The CITY may suspend this Contract, at its sole discretion, upon seven (7) business days’ written notice to the CONTRACTOR. Such notice shall indicate the anticipated period of suspension. Any reimbursement for expenses incurred due to the suspension shall be limited to the CONTRACTOR’S reasonable expenses and shall be subject to verification. The CONTRACTOR shall resume performance of services under this Contract without delay when the suspension period ends. Suspension of this Contract by CITY shall not constitute a waiver of any claims or remaining rights the CITY may have against CONTRACTOR relative to performance hereunder. 22. Taxes Unless stated otherwise in Exhibit A, CONTRACTOR is responsible for the payment of all charges and taxes applicable to the services performed under this Contract, and CONTRACTOR agrees to comply with all applicable laws regarding the reporting of income, maintenance of records, and all other requirements and obligations imposed pursuant to applicable law. If the CITY is assessed, made liable, or responsible in any manner for such charges or taxes, the CONTRACTOR holds CITY harmless from such costs, including attorney's fees. If CONTRACTOR fails to pay any taxes, assessments, penalties, or fees imposed by any governmental body, including by Tacoma City ordinance, and including by a court of law, CITY will deduct and withhold or pay over to the appropriate governmental body those unpaid amounts upon demand by the governmental body. Any such payments shall be deducted from the CONTRACTOR’s total compensation. 23. Licenses and Permits The CONTRACTOR, at its expense, shall obtain and keep in force any and all necessary licenses and permits. The CONTRACTOR shall obtain a business license as required by Tacoma Municipal Code Subtitle 6B.20 and shall pay business and occupation taxes as required by Tacoma Municipal Code Subtitle 6A.30. If applicable, CONTRACTOR must have a Washington state business license. 24. Indemnification CONTRACTOR shall indemnify, defend, and hold harmless the CITY, its officials, officers, agents, employees, and volunteers, from any and all claims, demands, damages, lawsuits, liabilities, losses, liens, expenses and costs arising out of the subject FI22-0101F Page 29 of 59 matter of this Contract; provided that this provision shall not apply to the extent that damage or injury results from the sole negligence of the CITY, or its officers, agents, or employees. This indemnification shall extend to and include attorneys’ fees and the cost of establishing the right of indemnification hereunder in favor of the CITY. This indemnification shall survive the termination of this Contract. It is expressly agreed that with respect to design professional services performed by CONTRACTOR herein, CONTRACTOR's duty of indemnification, including the duty and cost to defend, against liability for damages arising out of such services or out of bodily injury to persons or damage to property shall, as provided in RCW 4.24.115 apply only to the extent of CONTRACTOR's negligence. CONTRACTOR hereby warrants and represents CONTRACTOR is owner of any products, solutions or deliverables provided and licensed under this Contract or otherwise has the right to grant to CITY the licensed rights under this Contract, without violating the rights of any third party worldwide. CONTRACTOR shall, at its expense, defend, indemnify and hold harmless CITY and its employees, officers, directors, contractors, agents and volunteers from any claim or action against CITY which is based on a claim against CITY for infringement of a patent, copyright, trademark, or other propriety right or appropriation of a trade secret. 25. Title 51 Waiver CONTRACTOR specifically assumes potential liability for actions brought by the CONTRACTOR’S own employees against the CITY and, solely for the purpose of this indemnification and defense, the CONTRACTOR specifically waives any immunity under the state industrial insurance law, Title 51 RCW. THE CONTRACTOR RECOGNIZES THAT THIS WAIVER WAS THE SUBJECT OF MUTUAL NEGOTIATION. 26. Insurance During the course and performance of the services herein specified, CONTRACTOR will maintain the insurance coverage in the amounts and in the manner specified in the City of Tacoma Insurance Requirements as is applicable to the services and deliverables provided under this Contract. The City of Tacoma Insurance Requirements documents are fully incorporated herein by reference. Failure by City to identify a deficiency in the insurance documentation provided by Contractor or failure of City to demand verification of coverage or compliance by Contractor with these insurance requirements shall not be construed as a waiver of Contractor’s obligation to maintain such insurance. 27. Nondiscrimination The CONTRACTOR agrees to take all steps necessary to comply with all federal, state, and City laws and policies regarding non-discrimination and equal employment opportunities. The CONTRACTOR shall not discriminate in any employment action because of race, religion, creed, color, national origin or ancestry, sex, gender identity, sexual orientation, age, marital status, familial status, veteran or military status, the FI22-0101F Page 30 of 59 presence of any sensory, mental or physical disability or the use of a trained dog guide or service animal by a disabled person. In the event of non-compliance by the CONTRACTOR with any of the non-discrimination provisions of this Contract, the CITY shall be deemed to have cause to terminate this Contract, in whole or in part. 28. Conflict of Interest No officer, employee, or agent of the CITY, nor any member of the immediate family of any such officer, employee, or agent as defined by City ordinance, shall have any personal financial interest, direct or indirect, in this Contract, either in fact or in appearance. The CONTRACTOR shall comply with all federal, state, and City conflict of interest laws, statutes, and regulations. The CONTRACTOR represents that the CONTRACTOR presently has no interest and shall not acquire any interest, direct or indirect, in the program to which this Contract pertains which would conflict in any manner or degree with the performance of the CONTRACTOR’S services and obligations hereunder. The CONTRACTOR further covenants that, in performance of this Contract, no person having any such interest shall be employed. The CONTRACTOR also agrees that its violation of the CITY’S Code of Ethics contained in Chapter 1.46 of the Tacoma Municipal Code shall constitute a breach of this Contract subjecting the Contract to termination. 29. City ownership of Work/Rights in Data and Publications To the extent CONTRACTOR creates any Work subject to the protections of the Copyright Act (Title 17 U.S.C) in its performance of this Contract, CONTRACTOR agrees to the following: The Work has been specially ordered and commissioned by CITY. CONTRACTOR agrees that the Work is a "work made for hire" for copyright purposes, with all copyrights in the Work owned by CITY. To the extent that the Work does not qualify as a work made for hire under applicable law, and to the extent that the Work includes material subject to copyright, CONTRACTOR hereby assigns to CITY, its successors and assigns, all right, title and interest in and to the Work, including but not limited to, all patent, trade secret, and other proprietary rights and all rights, title and interest in and to any inventions and designs embodied in the Work or developed during the course of CONTRACTOR'S creation of the Work. CONTRACTOR shall execute and deliver such instruments and take such other action as may be required and requested by CITY to carry out the assignment made pursuant to this section. Any documents, magnetically or optically encoded media, or other materials created by CONTRACTOR pursuant to this Contract shall be owned by CITY and subject to the terms of this sub- section. To the maximum extent permitted by law, CONTRACTOR waives all moral rights in the Work. The rights granted hereby to CITY shall survive the expiration or termination of this Contract. CONTRACTOR shall be solely responsible for obtaining releases for the performance, display, recreation, or use of copyrighted materials. 30. Public Disclosure This Contract and documents provided to the CITY by CONTRACTOR hereunder are deemed public records subject to disclosure under the Washington State Public Records Act, Chapter 42.56 RCW (Public Records Act). Thus, the CITY may be required, upon request, to disclose this Contract and documents related to it unless an exemption under the Public Records Act or other laws applies. In the event CITY receives a request for FI22-0101F Page 31 of 59 such disclosure, determines in its legal judgment that no applicable exemption to disclosure applies, and CONTRACTOR has complied with the requirements herein to mark all content considered to be confidential or proprietary, CITY agrees to provide CONTRACTOR ten (10) days written notice of impending release. Should legal action thereafter be initiated by CONTRACTOR to enjoin or otherwise prevent such release, all expense of any such litigation shall be borne by CONTRACTOR, including any damages, attorneys fees or costs awarded by reason of having opposed disclosure. CITY shall not be liable for any release where notice was provided and CONTRACTOR took no action to oppose the release of information. Notice of any proposed release of information pursuant to Chapter 42.56 RCW, shall be provided to CONTRACTOR according to the “Notices” provision herein. 31. Confidential or Proprietary Records Must be Marked If CONTRACTOR provides the CITY with records that CONTRACTOR considers confidential or proprietary, CONTRACTOR must mark all applicable pages of said record(s) as “Confidential” or “Proprietary.” If CONTRACTOR fails to so mark record(s), then (1) the CITY, upon request, may release said record(s) without the need to satisfy the notice requirements above; and (2) the CONTRACTOR expressly waives its right to allege any kind of civil action or claim against the CITY pertaining to the release of said record(s). 32. Duty of Confidentiality CONTRACTOR acknowledges that unauthorized disclosure of information or documentation concerning the Scope of Work hereunder may cause substantial economic loss or harm to the CITY. Except for disclosure of information and documents to CONTRACTOR's employees, agents, or subcontractors who have a substantial need to know such information in connection with CONTRACTOR's performance of obligations under this Contract, the CONTRACTOR shall not without prior written authorization by the CITY allow the release, dissemination, distribution, sharing, or other publication or disclosure of information or documentation obtained, discovered, shared or produced pursuant to this Contract. CONTRACTOR shall inform its employees, agents, and subcontractors of the confidentiality obligations under this Contract and instruct them so as to ensure such obligations are met. If so requested by the CITY, the CONTRACTOR further agrees to require all such individuals and entities performing services pursuant to this Contract to execute a Confidentiality and Non-Disclosure Agreement in a form acceptable to CITY. This Section shall survive for six (6) years after the termination or expiration of this Contract. CITY is required to provide notice of the Red Flags Rules published by the Federal Trade Commission in Title 16 Code of Federal Regulations, Part 681 ("Rules") to all entities that receive confidential or otherwise protected personal information of CITY's customers. Terms in quotations in this Section refer to defined terms contained in the "Rules." CONTRACTOR is, as to "Covered Accounts" of CITY for which CONTRACTOR FI22-0101F Page 32 of 59 performs activities under the Contract, a "Service Provider." "Service Provider" will perform in accordance with its reasonable policies and procedures designed to detect, prevent, and mitigate the risk of identity theft and will promptly report to CITY any specific "Red Flag" incidents detected as to "Covered Accounts" of CITY and upon request by CITY will respond to or reasonably assist CITY in responding reported "Red Flags." This Section shall survive for six (6) years after the termination or expiration of this Contract. 33. Approval for Release of Information Related to Contract If requested by CITY, CONTRACTOR shall not release any information or documentation concerning the work under this Contract or any part thereof for marketing, advertising, or other commercial activities or publication including, but not limited to, news releases or professional articles without CITY’s prior written approval. CONTRACTOR may submit at any time for review and approval a generic abstract describing the component parts of the completed Scope of Services (“Project Abstract”). After receiving written approval of the Project Abstract from the CITY, the CONTRACTOR may make minor insignificant changes to the Project Abstract and use all or parts of the Project Abstract in proposals. This Section shall survive for six (6) years after the termination or expiration of this Contract. 34. Dispute Resolution In the event of a dispute pertaining to this Contract, the parties agree to attempt to negotiate in good faith an acceptable resolution. If a resolution cannot be negotiated, then the parties agree to submit the dispute to voluntary non-binding mediation before pursuing other remedies. This provision does not limit the CITY’S right to terminate authorized by this Contract. 35. Miscellaneous Provisions Governing Law and Venue Washington law shall govern the interpretation of this Contract. Pierce County shall be the venue of any mediation, arbitration, or litigation arising out of this Contract. Assignment The CONTRACTOR shall not assign, subcontract, delegate, or transfer any obligation, interest or claim to or under this Contract or for any of the compensation due hereunder without the prior written consent of the CITY. No Third Party Beneficiaries This Contract shall be for the sole benefit of the parties hereto, and nothing contained herein shall create a contractual relationship with, or create a cause of action in favor of, a third party against either party hereto. FI22-0101F Page 33 of 59 Waiver A waiver or failure by either party to enforce any provision of this Contract shall not be construed as a continuing waiver of such provisions, nor shall the same constitute a waiver of any other provision of this Contract. Severability and Survival If any term, condition or provision of this Contract is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Contract, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Contract, shall survive termination of this Contract. Entire Agreement This Contract and the attached Exhibits, as modified herein, contain the entire agreement between the parties as to the services to be rendered hereunder. All previous and contemporaneous agreements, representations or promises and conditions relating to the subject matter of this Contract are superseded hereby. The Parties hereto mutually acknowledge, understand and agree that the terms and conditions set forth herein shall control and prevail over any conflicting terms and conditions stated in any attachments hereto. Modification No modification or amendment of this Agreement shall be effective unless set forth in a written and executed Amendment to this Contract. Direct Solicitation and Negotiation For service contracts valued $25,000 or less the City signature authorizes waiver of competitive solicitation by “Direct Solicitation and Negotiation” of professional and personal services in accordance with Tacoma Municipal Code 1.06.256 and the Purchasing Policy Manual. FI22-0101F Page 34 of 59 IN WITNESS WHEREOF, the Parties hereto have accepted and executed this Contract, as of the Effective Date stated above, which shall be Effective Date for bonding purposes as applicable. The undersigned Contractor representative, by signature below, represents and warrants they are duly authorized to execute this legally binding Contract for and on behalf of Contractor. CITY OF TACOMA: CONTRACTOR: By: By: (City of Tacoma use only - blank lines are intentional) Director of Finance: ______________________________________________________________ City Attorney (approved as to form): _________________________________________________ Approved By: ___________________________________________________________________ Approved By: ___________________________________________________________________ Approved By: ___________________________________________________________________ Approved By: ___________________________________________________________________ Approved By: ___________________________________________________________________ Approved By: ___________________________________________________________________ Approved By: ___________________________________________________________________ Approved By: ___________________________________________________________________ FI22-0101F Page 35 of 59 APPENDIX C City of Tacoma Insurance Requirements City of Tacoma Standard Terms and Conditions FI22-0101F Page 36 of 59 The Contractor (Contractor) shall maintain at least the minimum insurance set forth below. By requiring such minimum insurance, the City of Tacoma shall not be deemed or construed to have assessed the risk that may be applicable to Contractor under this Contract. Contractor shall assess its own risks and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage. 1. GENERAL REQUIREMENTS The following General Requirements apply to Contractor and to Subcontractor(s) of every tier performing services and/or activities pursuant to the terms of this Contract. Contractor acknowledges and agrees to the following insurance requirements applicable to Contractor and Contractor’s Subcontractor(s): 1.1. City of Tacoma reserves the right to approve or reject the insurance provided based upon the insurer, terms and coverage, the Certificate of Insurance, and/or endorsements. 1.2. Contractor shall not begin work under the Contract until the required insurance has been obtained and approved by City of Tacoma. 1.3. Contractor shall keep this insurance in force during the entire term of the Contract and for Thirty (30) calendar days after completion of all work required by the Contract, unless otherwise provided herein. 1.4. Insurance policies required under this Contract that name “City of Tacoma” as Additional Insured shall: 1.4.1. Be considered primary and non-contributory for all claims. 1.4.2. Contain a “Separation of Insured provision and a “Waiver of Subrogation” clause in favor of City of Tacoma. 1.5. Section 1.4 above does not apply to contracts for purchasing supplies only. 1.6. Verification of coverage shall include: 1.6.1. An ACORD certificate or equivalent. 1.6.2. Copies of all endorsements naming the City of Tacoma as additional insured and showing the policy number. 1.6.3. A notation of coverage enhancements on the Certificate of Insurance shall not satisfy these requirements – actual endorsements must be submitted. 1.7. Liability insurance policies, with the exception of Professional Liability and Workers’ Compensation, shall name the City of Tacoma and its officers, elected officials, employees, agents, and authorized volunteers as additional insured. 1.7.1. No specific person or department should be identified as the additional insured. 1.7.2. All references on certificates of insurance and endorsements shall be listed as “City of Tacoma”. 1.7.3. The City of Tacoma shall be additional insured for both ongoing and completed operations using Insurance Services Office (ISO) form CG 20 10 04 13 and CG 20 FI22-0101F Page 37 of 59 City of Tacoma Insurance Requirements 37 04 13 or the equivalent for the full available limits of liability maintained by the Contractor irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract and irrespective of whether the Certificate of Insurance describes limits lower than those maintained by the Contractor. 1.8. Contractor shall provide a Certificate of Insurance for each policy of insurance meeting the requirements set forth herein when Contractor provides the signed Contract for the work to City of Tacoma. Contractor shall provide copies of any applicable Additional Insured, Waiver of Subrogation, and Primary and Non-contributory endorsements. Contract or Permit number and the City Department must be shown on the Certificate of Insurance. 1.9. Insurance limits shown below may be written with an excess policy that follows the form of an underlying primary liability policy or an excess policy providing the required limit. 1.10. Liability insurance policies shall be written on an “occurrence” form, except for Professional Liability/Errors and Omissions, Pollution Liability, and Cyber/Privacy and Security 1.11. If coverage is approved and purchased on a “Claims-Made” basis, Contractor warrants continuation of coverage, either through policy renewals or by the purchase of an extended reporting period endorsement as set forth below. 1.12. The insurance must be written by companies licensed or authorized in the State of Washington pursuant to RCW 48 with an (A-) VII or higher in the A.M. Best's Key Rating Guide www.ambest.com. 1.13. Contractor shall provide City of Tacoma notice of any cancellation or non-renewal of this required insurance within Thirty (30) calendar days. 1.14. Contractor shall not allow any insurance to be cancelled or lapse during any term of this Contract, otherwise it shall constitute a material breach of the Contract, upon which City of Tacoma may, after giving Five (5) business day notice to Contractor to correct the breach, immediately terminate the Contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith; with any sums so expended to be repaid to City of Tacoma by Contractor upon demand, or at the sole discretion of City of Tacoma, offset against funds due Contractor from City of Tacoma. 1.15. Contractor shall be responsible for the payment of all premiums, deductibles and self-insured retentions, and shall indemnify and hold the City of Tacoma harmless to the extent such a deductible or self-insured retained limit may apply to the City of Tacoma as an additional insured. Any deductible or self-insured retained limits in excess of Twenty Five Thousand Dollars ($25,000) must be disclosed and approved by City of Tacoma Risk Manager and shown on the Certificate of Insurance. 1.16. City of Tacoma reserves the right to review insurance requirements during any term of the Contract and to require that Contractor make reasonable adjustments when the scope of services has changed. FI22-0101F Page 38 of 59 City of Tacoma Insurance Requirements http://www.ambest.com/ 1.17. All costs for insurance shall be incidental to and included in the unit or lump sum prices of the Contract and no additional payment will be made by City of Tacoma to Contractor. 1.18. Insurance coverages specified in this Contract are not intended and will not be interpreted to limit the responsibility or liability of Contractor or Subcontractor(s). 1.19. Failure by City of Tacoma to identify a deficiency in the insurance documentation provided by Contractor or failure of City of Tacoma to demand verification of coverage or compliance by Contractor with these insurance requirements shall not be construed as a waiver of Contractor’s obligation to maintain such insurance. 1.20. If Contractor is a State of Washington or local government and is self-insured for any of the above insurance requirements, a certification of self-insurance shall be attached hereto and be incorporated by reference and shall constitute compliance with this Section. 2. CONTRACTOR As used herein, "Contractor" shall be the Supplier(s) entering a Contract with City of Tacoma, whether designated as a Supplier, Contractor, Vendor, Proposer, Bidder, Respondent, Seller, Merchant, Service Provider, or otherwise. 3. SUBCONTRACTORS It is Contractor's responsibility to ensure that each subcontractor obtain and maintain adequate liability insurance coverage. Contractor shall provide evidence of such insurance upon City of Tacoma’s request. 4. REQUIRED INSURANCE AND LIMITS The insurance policies shall provide the minimum coverages and limits set forth below. Providing coverage in these stated minimum limits shall not be construed to relieve Contractor from liability in excess of such limits. 4.1 Commercial General Liability Insurance Contractor shall maintain Commercial General Liability Insurance policy with limits not less than One Million Dollars ($1,000,000) each occurrence and Two Million Dollars ($2,000,000) annual aggregate. The Commercial General Liability Insurance policy shall be written on an Insurance Services Office form CG 00 01 04 13 or its equivalent. Products and Completed Operations shall be maintained for a period of three years following Substantial Completion of the Work related to performing construction services. This policy shall include product liability especially when a Contract solely is for purchasing supplies. The Commercial General Liability policy shall be endorsed to include: 4.2 A per project aggregate policy limit, using ISO form CG 25 03 05 09 or an equivalent endorsement. 4.3 Workers' Compensation Contractor shall comply with Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington, as well as any other similar coverage required for this work by applicable federal laws of other states. The Contractor must comply with their domicile State Industrial Insurance laws if it is outside the State of Washington. FI22-0101F Page 39 of 59 City of Tacoma Insurance Requirements 4.4 Employers’ Liability Insurance Contractor shall maintain Employers’ Liability coverage with limits not less than One Million Dollars ($1,000,000) each employee, One Million Dollars ($1,000,000) each accident, and One Million Dollars ($1,000,000) policy limit. 4.5 Professional Liability Insurance or Errors and Omissions Contractor and/or its subcontractor shall maintain Professional Liability or Errors and Omissions with limits of One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) in the aggregate covering acts, errors and omissions arising out of the professional services under this Contract. If the policy limit includes the payment of claims or defense costs, from the policy limit, the per claim limit shall be Two Million Dollars ($2,000,000). If the scope of such design-related professional services includes work related to pollution conditions, the Professional Liability policy shall include Pollution Liability coverage. If provided on a “claims-made” basis, such coverage shall be maintained by policy renewals or an extended reporting period endorsement for not less than three years following the end of the Contract. 4.6 Excess or Umbrella Liability Insurance Contractor shall provide Excess or Umbrella Liability Insurance with limits not less than Three Million Dollars ($3,000,000) per occurrence and in the aggregate. This coverage shall apply, at a minimum, in excess of primary underlying Commercial General Liability, Employer’s Liability, Pollution Liability, Marine General Liability, Protection and Indemnity, and Automobile Liability if required herein. 4.7 Employee Theft Insurance Contractor shall maintain Employee Theft or Employee Dishonesty Insurance policy with a limit not less than One Million Dollars ($1,000,000) per occurrence. Such policy shall include the City of Tacoma as Loss Payee. 4.8 Cyber/Privacy and Security Insurance Contractor shall maintain Cyber Privacy and Security Insurance with coverage of not less than One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) general aggregate that includes, but is not limited to, coverage for first party costs and third-party claims. Coverage shall include loss resulting from data security/privacy breach, unauthorized access, denial of service attacks, introduction of virus and malicious code, network security failure, dissemination or destruction of electronic data, business interruptions, privacy law violation, and disclosure of non-public, personal and confidential information, and failure to disclose breaches as required law or Contract. Coverage shall include notifications and other expenses incurred in remedying a privacy breach as well as costs to investigate and restore data. Coverage shall also include communications liability (e.g., infringement of copyrights, title, slogan, trademark, trade name, trade dress, service mark, or service name in the policy holders covered material). 4.9 Other Insurance Other insurance may be deemed appropriate to cover risks and exposures related to the scope of work or changes to the scope of work required by City of Tacoma. The costs of such necessary and appropriate Insurance coverage shall be borne by Contractor. FI22-0101F Page 40 of 59 City of Tacoma Insurance Requirements CITY OF TACOMA STANDARD TERMS AND CONDITIONS GOVERNS BOTH GOODS AND SERVICES AS APPLICABLE In the event of an award by the City, these Terms and Conditions stated herein, Additional Contract Documents if issued, Solicitation if issued, Purchase Orders if issued by City, and Supplier's Submittal, if provided, shall constitute the Contract between City and Supplier for the acquisition of goods, including materials, supplies, and equipment or for the provision of services and deliverables. Said documents represent the entire Contract between the parties and supersede any prior oral statements, discussions, or understandings between the parties, and/or subsequent Supplier invoices. No modification of the Contract shall be effective unless mutually agreed in writing. The specific terms and conditions of any Solicitation (Specification, Request for Bids, Request for Proposals, Requests for Qualifications, Requests for Quotations, Request for Information, bid documents, request to enter into negotiations, or other form of solicitation issued by City including any general, special, or technical provisions associated with such Solicitations) are incorporated herein by reference and supersede these Terms and Conditions where there is conflict or inconsistency. In the event Additional Contract Documents are negotiated and agreed to in writing between Supplier and City, the specific terms of such Additional Contract Documents are incorporated herein by reference and supersede all other terms and conditions where there is conflict or inconsistency. These Terms and Conditions, Additional Contract Documents if issued, Solicitation if issued, City purchase order if issued, are controlling over Supplier’s Submittal if a Submittal is provided. Submittals if provided are incorporated herein by reference. 1.01 SUPPLIER / CONTRACTOR As used herein, “Supplier” or "Contractor" shall be the Supplier(s) entering a Contract with City, whether designated as a Supplier, Contractor, Vendor, Proposer, Bidder, Respondent, Seller, Merchant, Service Provider, or otherwise. 1.02 SUBMITTAL Submittal means Bids, Proposals, Quotes, Qualifications or other information, content, records or documents submitted in response to a City Solicitation. 1.03 FORMS OF SUBMITTAL Unless stated otherwise, all submittals must be in SAP Ariba and submitted exactly as specified or directed, and all required forms must be used. 1.04 COSTS TO PREPARE SUBMITTAL The City is not liable for any costs incurred by Supplier for the preparation of materials or a Submittal provided in response to a solicitation, conducting presentations to the City, or any other activities related to responding to the City’s Solicitation. 1.05 LICENSES/PERMITS A. Suppliers, if applicable, must have a Washington state business license at the time of Submittal and throughout the term of the Contract. Failure to include a Washington state business license may be grounds for rejection of the Submittal or cancellation of contract award. Information regarding Washington state business licenses may be obtained at http://bls.dor.wa.gov. B. Upon award, it is the responsibility of the Supplier to register with the City of Tacoma's Tax and License Division, 733 South Market Street, Room 21, Tacoma, WA 98402-3768, 253-591-5252, https://www.cityoftacoma.org/government/city_departments/finance/tax_and_license/. Supplier shall obtain a business license as is required by Tacoma Municipal Code Subtitle 6C.20. C. During the term of the Contract, Supplier, at its expense, shall obtain and keep in force any and all necessary licenses and permits. FI22-0101F Page 41 of 59 1.06 PUBLIC DISCLOSURE: PROPRIETARY OR CONFIDENTIAL INFORMATION A. Supplier Submittals, all documents and records comprising the Contract, and all other documents and records provided to the City by Supplier are deemed public records subject to disclosure under the Washington State Public Records Act, Chapter 42.56 RCW (Public Records Act). Thus, City may be required, upon request, to disclose the Contract and documents or records related to it unless an exemption under the Public Records Act or other laws applies. In the event CITY receives a request for such disclosure, determines in its legal judgment that no applicable exemption to disclosure applies, and Supplier has complied with the requirements to mark records considered confidential or proprietary as such requirements are stated below, City agrees to provide Supplier 10 days written notice of impending release. Should legal action thereafter be initiated by Supplier to enjoin or otherwise prevent such release, all expense of any such litigation shall be borne by Supplier, including any damages, attorneys’ fees or costs awarded by reason of having opposed disclosure. City shall not be liable for any release where notice was provided and Supplier took no action to oppose the release of information. B. If Supplier provides City with records or information that Supplier considers confidential or proprietary, Supplier must mark all applicable pages or sections of said record(s) as “Confidential” or “Proprietary.” Further, in the case of records or information submitted in response to a Request for Proposals, an index must be provided indicating the affected pages or sections and locations of all such material identified Confidential or Proprietary. Information not included in the required index will not be reviewed for confidentiality or as proprietary before release. If Supplier fails to so mark or index Submittals and related records, then the City, upon request, may release said record(s) without the need to satisfy the requirements of subsection A above; and Supplier expressly waives its right to allege any kind of civil action or claim against the City pertaining to the release of said record(s). C. Submission of materials in response to City’s Solicitation shall constitute assent by Supplier to the foregoing procedure and Supplier shall have no claim against the City on account of actions taken pursuant to such procedure. 1.07 SUSTAINABILITY A. The City has interest in measures used by its contractors to ensure sustainable operations with minimal adverse impact on the environment. The City seeks to do business with vendors that value community and environmental stewardship that help us meet our sustainable purchasing goals. B. The City encourages the use of environmentally preferable products or services that help to minimize the environmental and human health impacts of City operations. Suppliers are encouraged to incorporate environmentally preferable products or services into Submittals wherever possible. "Environmentally preferable" means products or services that have a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. This comparison may consider raw materials acquisition, production, manufacturing, packaging, distribution, reuse, operation, maintenance, or disposal of the product or service. C. Environmental Standards. The City seeks to ensure that all purchases comply with current environmental standards and product specifications. Where appropriate, third party independent certifiers such as Green Seal and USEPA Standards shall be a minimum specification for products to the City, unless specified otherwise herein. D. The City encourages the use of sustainability practices and desires any awarded Suppliers to assist in efforts to address such factors when feasible for: 1. Pollutant releases 2. Toxicity of materials used 3. Waste generation 4. Greenhouse gas emissions, including transportation of materials and services 5. Recycle content 6. Energy consumption 7. Depletion of natural resources 8. Potential impact on human health and the en