Touch-Free Automatic Drive-Through Car Washing Services

Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 1 of 17 CITYWIDE REQUEST FOR BIDS TOUCH-FREE AUTOMATIC DRIVE-THROUGH CAR WASHING SERVICES SPECIFICATION NO. CT22-0273N Form No. SPEC-040C Revised: 07/11/2022 City of Tacoma CITYWIDE REQUEST FOR BIDS CT22-0273N Touch-Free Automatic Drive-Through Car Washing Services Submittal Deadline: 11:00 a.m., Pacific Time, Thursday, September 15, 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: 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: Submittals in response to a RFB 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: The City is looking for for touch-free automatic drive-through car washing services for City vehicles such as sedans, SUV’s, pickups vans, including Police vehicles and includes available driver- performed car wash and vacuuming amenities and interior window cleaning on an as-needed basis. Estimate: N/A 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 Ryan Foster, Senior Buyer by email to rFoster1@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. 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 Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 3 of 17 Table of Contents SUBMITTAL CHECK LIST ......................................................................................................... 4 1. BACKGROUND .................................................................................................................. 5 2. CALENDAR OF EVENTS ................................................................................................... 5 3. INQUIRIES ......................................................................................................................... 6 4. PRE-BID MEETING ............................................................................................................ 6 5. DISCLAIMER ...................................................................................................................... 6 6. CONTRACT TERM ............................................................................................................. 6 7. RESPONSIVENESS ........................................................................................................... 7 8. AWARD .............................................................................................................................. 7 9. PRICE ADJUSTMENTS ...................................................................................................... 8 10. STANDARD TERMS AND CONDITIONS ........................................................................ 8 11. INSURANCE REQUIREMENTS ...................................................................................... 8 12. COMPLIANCE WITH SPECIFICATIONS ........................................................................ 8 13. MATERIALS AND WORKMANSHIP ............................................................................... 9 14. SERVICE DISCONTINUED ............................................................................................. 9 15. QUANTITIES AND PURCHASE ORDERS ...................................................................... 9 16. CONTENT TO BE SUBMITTED – This section represents 100% of the possible scoring criteria. ....................................................................................................................................... 9 17. ENVIRONMENTALLY PREFERABLE PROCUREMENT ...............................................10 18. EQUITY IN CONTRACTING ..........................................................................................10 19. PROPRIETARY OR CONFIDENTIAL INFORMATION ...................................................11 20. PRICING ........................................................................................................................11 21. TECHNICAL PROVISIONS ............................................................................................13 22. APPENDICES – BID FORMS .........................................................................................12 Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 4 of 17 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 Bids page. The following items make up your submittal package: One electronic copy (pdf format) of your complete submittal package via email. Signature Page (Appendices) Price Proposal (Section 20) Information in Section 16 (Content To Be Submitted) After award, the following documents will be executed: Services Contract Certificate of Insurance and related endorsements Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 5 of 17 1. BACKGROUND The City of Tacoma (City) / Tacoma Public Utilities (TPU) is soliciting bids to establish one or more contracts with qualified vendors to fulfill the City’s needs for touch-free automatic drive- through car washing services for City vehicles such as sedans, SUV’s, pickups vans, including Police vehicles and includes available driver- performed car wash and vacuuming amenities and interior window cleaning on an as-needed basis. Contract(s) will be awarded to the lowest responsive and responsible bidder based on price, product quality and availability. This contract is for City of Tacoma and Tacoma Public Utilities. The contract shall be in effect for a three-year period. with the option to renew for three additional one-year periods at mutual agreement. Fleet Contract Administrators: City of Tacoma Fleet Operations: Scott McVicker, 253-591-5866 Tacoma Public Utilities Fleet Services: Patty Gillingham, 253-502-8651 Other governmental entities in the State of Washington could potentially enter into contracts with the successful bidder(s) based on the same terms and conditions, through lnterlocal Cooperative Purchasing provisions. The estimated usage listed in this solicitation does not include any lnterlocal Cooperative usage, nor is it guaranteed. Bid evaluation may include performance testing of vendors’ equipment on a vehicle with lightbar and antenna and vendors’ past performance on City contracts. Evaluation also may include analysis of exceptions taken by vendor, cost to set up the access and billing systems proposed, and any other factors of importance to the City. Products and/or Services that fail to meet City standards or any of the specifications herein may be rejected. Should a contracted vendor fail to meet quality and/or availability requirements contained in these specifications, the City may move to terminate the contract with 10 days written notice. 2. CALENDAR OF EVENTS This is a tentative schedule only and may be altered at the sole discretion of the City. Contract may be issued after Public Utility Board and/or City Council approval, if needed. The anticipated schedule of events concerning this RFB is as follows: Question Deadline: 9/7/2022 City response to Questions: 9/9/2022 Submittal Due Date: 9/15/2022 Anticipated Award Date: September 2022 Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 6 of 17 3. INQUIRIES Questions should be submitted to Ryan Foster via email to rfoster1@cityoftacoma.org. Subject line to read: CT22-xxxx – TOUCH-FREE AUTOMATIC DRIVE-THROUGH CAR WASHING SERVICES – VENDOR NAME 3.1 Questions are due September 7th, 2022 by 3PM. 3.2 Questions marked confidential will not be answered or included. 3.3 The City reserves the discretion to group similar questions to provide a single answer or not to respond when the requested information is confidential. 3.4 The answers are not typically considered an addendum. 3.5 The City will not be responsible for unsuccessful submittal of questions. 3.6 Written answers to questions will be posted in the event approximately one week after the question deadline. 4. PRE-BID MEETING 4.1 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. 5. DISCLAIMER The City is not liable for any costs incurred by the Respondent for the preparation of materials or a proposal submitted in response to this RFB, for conducting any presentations to the City, or any other activities related to responding to this RFB, or to any subsequent requirements of the contract negotiation process. 6. CONTRACT TERM The contract will be for a three-year period with the option to renew the contract three additional one-year terms and is subject to the price increase/decrease provisions per the Price Adjustments section. The City reserves the right to cancel the contract for any reason, by written notice, as stipulated in the contract. Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 7 of 17 7. RESPONSIVENESS Bid submittals must provide ninety (90) days for acceptance by City from the due date for receipt of submittals. All submittals will be reviewed by the City to determine compliance with the requirements and instructions specified in this RFB. The Respondent is specifically notified that failure to comply with any part of this RFB 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 also reserves the right to not award a contract or to issue subsequent RFB’s 8. AWARD Award will be made to the lowest responsive, responsible bidder. All bidders shall provide unit or lump sum pricing for each line item. Each line item will be added up for a subtotal price. The subtotal price will be compared amongst each bidder, including any payment discount terms offered twenty (20) days or more. The City may also take into consideration all other criteria for determining award, including evaluation factors set forth in Municipal Code Section 1.06.262. All other elements or factors, whether or not specifically provided for in this specification, which would affect the final cost to and the benefits to be derived by the City will be considered in determining the award of the contract. The final award decision will be based on the best interests of the City. The City reserves the right to let the contract to the lowest responsible bidder whose bid will be the most advantageous to the City, price and any other factors considered. In evaluating the proposals, the City may also consider any or all of the following: 1. Compliance with specification. 2. Proposal prices, listed separately if requested, as well as a lump sum total 3. Time of completion/delivery. 4. Warranty terms. 5. Bidder's responsibility based on, but not limited to: a) Ability, capacity, organization, technical qualifications and skill to perform the contract or provide the services required. b) References, judgment, experience, efficiency and stability. c) Whether the contract can be performed within the time specified. d) Quality of performance of previous contracts or services Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 8 of 17 9. PRICE ADJUSTMENTS Bid submittal prices will establish a base against which Contractors may request price adjustments per the following terms: 1. Price quoted shall be firm for the first 12-month period of the contract 2. The city may consider price adjustments for each 12-month period after the initial 12-month term. 3. Contractor shall submit proposed price changes in writing to the contract administrator (contract information provided after award) 60 days prior to the first renewal date. 4. The city reserves the right to accept or reject all such price adjustments 5. Price increases will be adjusted only to the amount of cost increase to Contractor. No adjustment will be made for Contractor profit margin 6. Any proposed price increase to Contract line items must be beyond the control of the contractor and supported by written documentation from the manufacturer or wholesale distributor, indicating new higher cost adjustments in effect 7. Increase requests may be evaluated against various market conditions, including but not limited to: a) Consumer Price Index for Seattle - Tacoma - Bremerton, All Items 1982-84+100, for comparable period b) Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average Index for All Items, 1982-84=100, unadjusted for the comparable period c) State/federal regulations affecting production costs of the materials d) Volatile commodity market conditions e) Various producer price or commodity indices f) Minimum wage adjustments 10. STANDARD TERMS AND CONDITIONS City of Tacoma Standard Terms and Conditions apply. 11. 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 solicitation. The City of Tacoma Insurance Requirements document is fully incorporated into the solicitation by reference. 12. COMPLIANCE WITH SPECIFICATIONS Any service that does not comply with any part of these technical specifications shall be rejected. https://cms.cityoftacoma.org/purchasing/StandardTermsandConditions.pdf Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 9 of 17 13. MATERIALS AND WORKMANSHIP The successful bidder shall be required to furnish all materials necessary to perform contractual requirements. Materials and workmanship for this contract shall conform to all codes, regulations and requirements for such specifications contained herein and the normal uses for which intended. Material shall be manufactured in accordance with the best commercial practices and standards for this type of goods. All literature and products must be packaged and labeled to sell in the United States (if applicable). 14. SERVICE DISCONTINUED During the contract term, if the supplier discontinues carrying any of the contracted services, they must notify the City and the Purchasing office within 30 calendar days. The City reserves the right to seek other vendors to supply those services until the contract term ends. 15. QUANTITIES AND PURCHASE ORDERS The quantities listed are an estimate only using historical data gathered from the previous 5 years. Delivery will be according to purchase order on an as-needed basis throughout the period of the contract. 16. CONTENT TO BE SUBMITTED – This section represents 100% of the possible scoring criteria. 16.1 The City cannot legally accept a substantial deviation from the Specification. Bids/Proposals containing any substantial deviation may be rejected as non-responsive. It is agreed that you will perform according to the highest standard indicated. 16.2 Price Proposal (Section 20) 16.3 Signature Page (Appendices) 16.4 Response to Technical Specifications (Appendices) 16.5 Provide company information to include years in business, number of employees, or any other relevant information (Financial information not required). 16.6 Please describe any measures taken to minimize impacts to the environment in the delivery of proposed services: 16.7 Does your company provide a Prompt Payment Discount?: Yes/No Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 10 of 17 If so, Specify the Prompt Payment Discount percentage. Payment discount periods of twenty (20) calendar days or more will be considered in determining lowest responsible bid 17. ENVIRONMENTALLY PREFERABLE PROCUREMENT In accordance with the City of Tacoma’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  Recycle content  Comprehensive energy conservation measures  Waste manage reduction plans  Potential impact on human health and the environment 18. 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. https://cms.cityoftacoma.org/sustainability/resolution38248-PurchasingPolicy.pdf https://omwbe.diversitycompliance.com/ https://www.cityoftacoma.org/cms/One.aspx?portalId=169&pageId=26616 Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 11 of 17 19. 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 RFB shall be considered public records and, with limited exceptions, will be made available for inspection and copying by the public. Information that is confidential or proprietary must be clearly marked. Further, an index must be provided indicating the affected page number(s) and location(s) of all such identified material. Information not included in said index will not be reviewed for confidentiality or as proprietary before release. 20. PRICING Name Description Price per Unit Quantity (annual estimate) Unit of Measure Line Item 1 Car Washes 1,500 EA Line Item 2 Vacuum Equipment Usage 750 EA Line Item 3 Optional Self-Serve Car Wash 1,000 MIN Sub-Total (before tax) https://apps.leg.wa.gov/RCW/default.aspx?cite=42.56 Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 12 of 17 21. APPENDICES – BID FORMS Appendix A Technical Provisions Signature Page Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 13 of 17 TECHNICAL PROVISIONS A. SCOPE OF WORK AND DELIVERABLES Required Specifications (This is Pass / Fail) Agree or Disagree (Explain where requested) Explanation (as requested) A. The drive-through car wash shall be a touch-free and automated service. Car wash operations that require driver to wash the car only are not acceptable for this item. B. It is preferred that services are activated and transactions recorded electronically by an optical character reader using a card assigned to the vehicle, rather than by an attendant. Please describe system available: C. Car Wash Cards: vendor shall provide each Fleet group with car wash cards for current vehicles plus spares for replacement and new vehicles. D. The City shall not be responsible for the cost of cards. E. Location and Hours: Vendor shall have one car wash facility located within 5 miles of the intersection of Center and Union Streets in Tacoma. State address of location: F. The self-serve car wash and vacuum machines are accessible 24 hours a day, 7 days a week. State available days and hours of operation G. Automated Car Wash Service Requirements: The service performed shall be a professional, complete and thorough cleansing with one trip of the vehicle through the car wash. Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 14 of 17 If the vehicle is not clean after one trip, describe what driver should do: H. Damage: The vendor shall be responsible for damage during car wash to antenna, warning lights, lightbars, and vinyl decals on the exterior of vehicles. If vendor takes exception to responsibility for damage to antenna, the City may consider an alternate bid where the driver removes antenna before wash. However, vendors who do not accept responsibility for damage might not be considered for award. I. Account Management: all account management activity shall be accessible via a website/portal to order, assign/manage cards for service access, view and print monthly invoices, billing statements, all transaction records, and reporting for each Fleet (TPU & City). J. Billing Requirements: The City requires all charges to be identified by transaction and according to bid requirements provided. The amount charged shall be the contract prices only. Services not quoted in this contract shall not be charged to the accounts. It is the vendor's responsibility to record and report accurate vehicle numbers and transaction details in order to receive payment. Purchase of additional services, such as premium washes, or products such as oil, food, or beverages are not allowed under this contract. Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 15 of 17 K. Invoicing: Vendor shall bill each Fleet monthly, by 12:00 pm the 2nd working day of the following month, providing the transaction information in an Excel table in the format required by the City along with a monthly statement emailed to billing contacts listed. (see example below) L. Credits: Fleet will review billing statements and notify the vendor of charges that do not match the contract. The vendor shall issue a credit on the next billing statement, identified by amount, vehicle number and reference to the date, time, location, and charge that relates to. Lump sum credits without the above identification is not acceptable. M. Customer Service/Problem Resolution: Provide contact information for person of authority who is trained, responsive, and able to resolve any account issues in a timely manner: Name: Title: Address: Phone: Email: Section K of Technical Spec Example: Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 16 of 17 Questions for Information (Not considered in Evaluation): Optional Self-Serve Wash: Describe how driver will activate and shut off self-serve wash vehicle, if instructions are posted, and what happens if driver fails to shut off: Optional Self-Serve Vacuum: Describe how driver will activate the vacuum machine: Optional Self-Serve Interior Cleaning: Describe how driver will obtain window cleaner and cloth to clean interior of vehicle: Describe the method you will use to provide billing that contains the information required by the City: You may provide any other information you want to share about your services: Form No. SPEC-080A Revised: 06/01/2021 SIGNATURE PAGE CITY OF TACOMA CITYWIDE 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 Bids 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 BIDS SPECIFICATION NO. CT22-0273N Touch-Free Automatic Drive-Through Car Washing 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. Request for Bids Specification No.CT22-0273N Template Revised: 12/08/2021 Page 17 of 17 Appendix B Insurance Requirements CITY OF TACOMA INSURANCE REQUIREMENTS FOR CONTRACTS Insurance Requirements Spec/Contract Number: CT22-0273N Template Revised 10/3/2019 Page 1 of 4 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 CITY OF TACOMA INSURANCE REQUIREMENTS FOR CONTRACTS Insurance Requirements Spec/Contract Number: CT22-0273N Template Revised 10/3/2019 Page 2 of 4 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. CITY OF TACOMA INSURANCE REQUIREMENTS FOR CONTRACTS Insurance Requirements Spec/Contract Number: CT22-0273N Template Revised 10/3/2019 Page 3 of 4 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: 4.1.1 A per project aggregate policy limit, using ISO form CG 25 03 05 09 or an equivalent endorsement. 4.1.2 4.2 Workers' Compensation 4.2.1 Contractor shall comply with Workers’ Compensation coverage as required by the CITY OF TACOMA INSURANCE REQUIREMENTS FOR CONTRACTS Insurance Requirements Spec/Contract Number: CT22-0273N Template Revised 10/3/2019 Page 4 of 4 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. 4.3 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. 4.4 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. Services Agreement CW####### Template Revised: 9/9/2019 Page 1 of 12 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 http://cityshare/Teams/IT/Projects/P2P/Training/General/Contract%20Questionnaire%20QRG.docx?Web=1 Services Agreement CW####### Template Revised: 9/9/2019 Page 2 of 12 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. Services Agreement CW####### Template Revised: 9/9/2019 Page 3 of 12 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 Services Agreement CW####### Template Revised: 9/9/2019 Page 4 of 12 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 Services Agreement CW####### Template Revised: 9/9/2019 Page 5 of 12 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. Services Agreement CW####### Template Revised: 9/9/2019 Page 6 of 12 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 Services Agreement CW####### Template Revised: 9/9/2019 Page 7 of 12 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 Services Agreement CW####### Template Revised: 9/9/2019 Page 8 of 12 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 Services Agreement CW####### Template Revised: 9/9/2019 Page 9 of 12 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 Services Agreement CW####### Template Revised: 9/9/2019 Page 10 of 12 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. Services Agreement CW####### Template Revised: 9/9/2019 Page 11 of 12 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. Services Agreement CW####### Template Revised: 9/9/2019 Page 12 of 12 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: ___________________________________________________________________