Submit Proposals To:
Proposal Number: RFP #07-123
Proposal Name: Bellevue
Youth Theatre Expansion
Date Issued: May 15, 2007
Contact Person: Ken Kroeger, Project Manager
Proposals Due: May 31, 2007 2:00 PM
City of Bellevue
Service First Desk 1st floor
Attn: Contracting Services
450 – 110th Ave NE
Bellevue, WA 98009-9012
CLEARLY MARK ENVELOPE WITH “RFP #07 – 123”
General Information: The City of Bellevue (City) is located three miles east of Seattle, between Lake Washington and Lake Sammamish, and about ten miles west of the foothills of the Cascade Mountain. The City’s resident population of ~117,000 and daily workforce of ~121,000 make it Washington’s fifth-largest city. Bellevue is a prosperous, increasingly diverse city that has evolved from a “bedroom community” into the economic and cultural hub of the Seattle area’s Eastside. The City has developed its downtown core into a major business and retail center while maintaining the safe, comfortable family neighborhoods for which it has long been popular.
The Parks & Community Services Department is dedicated to providing a healthy community through an integrated system of exceptional parks, open space, recreation, cultural and human services programs. Bellevue’s nationally-accredited Parks & Community Services Department won the 2005 National Gold Medal Award for Excellence in Park and Recreation Management.
NOTICE: Notice is hereby given that proposals will be received by the City of Bellevue, Washington, for RFP #07-123: Bellevue Youth Theatre Expansion by filing with the City at the above location.
PURPOSE: Bellevue Parks & Community Services Department (Parks) is soliciting requests for proposals from qualified firms to provide design and engineering services for the renovation and expansion of the Bellevue Youth Theatre (BYT).
BRIEF SCOPE OF SERVICES (Additional Detail listed in Attachment “A”): The BYT project will require the consulting team to work closely with City Staff and the BYT Advisory Board in order to complete the program analysis, verify space requirements, and develop potential phasing strategies. The project will include schematic, design development, construction documentation, bidding, and construction administration phases. In addition, a public outreach process to solicit and distribute information to the immediate neighborhood and greater community at large will need to be included.
QUALIFICATIONS: The proposed Scope of Work to include all work needed to fully address the design, permitting, marketing, and construction of the Bellevue Youth Theatre renovation and expansion. Team expertise shall include, but not be limited to:
Knowledge of Theatre Design and Construction
Public Outreach and Presentation(s)
Site and Building documentation / ”as-built” (documentation of existing conditions)
Architecture and Site Design
Engineering (Civil, Mechanical, Electrical, Plumbing, Traffic, and Structural)
Construction and Bid Documentation (including Cost and Construction Estimating)
Knowledge of relevant Building and Site Codes
Knowledge of COB and other associated Permit Requirements
Knowledge of Public Bidding Requirements
Construction Administration, including, Project Closeout and “As-Built” coordination
SUBMITTAL REQUIREMENTS: Three (3) bound-completed proposals, one (1) unbound completed proposal, and one (1) .pdf format electronic file (on a readable CD) must be received by the date and time listed. No more than 25 pages, double-sided, will be accepted. The City, at its discretion, may make additional copies of the proposal for the purpose of evaluation only. The original proposal will include original signatures, in ink, by authorized personnel, on all documents that require an authorized signature. Proposals shall be bound (8.5”x11”) such that they lay flat when opened.
SIGNATURES: Proposals shall be signed by one of the legally authorized officers of said corporation. If awarded the contract, the Contract shall also be so executed.
QUESTIONS: Upon release of this RFP, all vendor communications should be directed in writing via e-mail to the Project Manager listed below. Unauthorized contact regarding this RFP with other City employees may result in disqualification. Any oral communications will be considered unofficial and non-binding on the City. Questions should be e-mailed no later than 5pm, Thursday, May 24th . Questions and answers will be sent electronically, and posted on the City’s website no later than Tuesday, May 29th. The Project Manager for this RFP will be:
Name: Ken Kroeger – Project Manager
Address: City of Bellevue – Parks & Community Services Department
450 - 110th Ave NE
Bellevue, WA 98004
EVALUATION CRITERIA & PROCESS: The objective is to select the vendor most qualified to provide the services outlined in this request. Evaluations will be based on the criteria listed below, which may be weighted as deemed appropriate by the review team/panel. All proposals will be evaluated using the same criteria:
Responsiveness, Quality, and Completeness of Proposal
Are all the forms completed and everything included that was required by the RFP
The quality of written material and presentation, relevant experience, answers to questions, and overall organization
Clarity of responses
Experience working within the requested services arena
Experience working with municipalities
Ability to successfully complete the scope of services on time and within budget
Ability to successfully work with City staff
Does the selected team have proven capability to deliver strong and innovative solutions that respond to key issues (Demonstrate capabilities in proposals)
Scope of Services
Does the vendor understand what it will take to successfully achieve the goals and objectives of the requested services
Did the vendor propose any revisions and/or changes to the Scope of Services that would better serve the City
Vendor’s ability to conduct public outreach meetings and solicit input
Vendor’s ability to communicate ideas, reports, and vision(s) in a clear and concise format
Success of the project will rely on input from the community and from potential partners – how is this feedback incorporated into the process and final product
Qualifications of Key Individuals
What personnel will be committed to this project and how are they uniquely suited for this project
After the proposals are evaluated, the City will determine whether formal presentations and interviews are necessary, and if so, which vendors may be invited to make a formal presentation and/or sit for a panel interview. The City may choose not to conduct formal presentations or interviews. The City may choose to contact officials from other jurisdictions regarding the vendor, their prior work experience and their ability to successfully complete the scope of services. The City may request clarification or additional information from a specific vendor in order to assist in the City's evaluation of a proposal. Finally, the City may require changes in the scope of services as deemed necessary by the City, before execution of the contract.
REJECTION OF PROPOSALS: The City reserves the right to reject any and all Proposals and to waive irregularities and informalities in the submittal and evaluation process. This RFP does not obligate the City to pay any costs incurred by respondents in the preparation and submission of their Proposals. Furthermore, the RFP does not obligate the city to accept or contract for any expressed or implied services.
CONTRACT AWARD: The City reserves the right to make an award without further discussion of the submittals. The Vendor selected as the apparently successful Vendor will be expected to enter into a contract with the City. A sample City contract is provided on the City’s website at www.bellevuewa.gov. To view a PDF version of the sample contract document click on “Find”, then click “Bid Information” and select “Professional Services Contract”. Please review this contract prior to submitting a Proposal. Following consultant selection, the successful vendor shall prepare a proposal and scope of work for review by the City. Once the City and vendor have reached an agreement on the scope of services, a final contract will be prepared by the City. The foregoing should not be interpreted to prohibit either party from proposing additional contract terms and conditions during the negotiations of the final contract. If the selected vendor fails to sign the contract within ten (10) business days of delivery of the final contract, the City may elect to negotiate a contract with the next-highest ranked vendor. The City shall not be bound, or in any way obligated, until both parties have executed a contract. No party may incur any chargeable costs prior to the execution of the final contract.
The City reserves the right to award multiple contracts to multiple vendors for this scope of service if it is in the best interest of the City.
CONTRACT NEGOTIATION: The City reserves the right to negotiate all elements of the submittals, proposals, terms and conditions, and/or scope of services as part of the contract negotiation process prior to any formal authorization of the contract by the City. All parties understand that if any adjustments are made to the original scope as a result of contract negotiations, a resulting change in price/cost may be necessary.
EQUAL OPPORTUNITY EMPLOYMENT: The successful vendor or vendors must comply with the City of Bellevue equal opportunity requirements. The City of Bellevue is committed to a program of equal employment opportunity regardless of race, color, creed, sex, age, nationality or disability.
TITLE VI: It is the City of Bellevue’s policy to assure that no person shall, on the grounds of race, color, national origin or sex, as provided by Title VI of the Civil Rights Act of 1964, be excluded from participation in, be denied the benefits of, or be otherwise discriminated against under any of its federally funded programs and activities.
INSURANCE REQUIREMENTS: The selected vendor or vendors shall maintain insurance that is sufficient to protect the Vendor’s business against all applicable risks, as set forth in the City’s Standard Insurance Requirements (attached to this document): Attachment “B”, plus the “Special Rider” for professional liability. Please review insurance requirements prior to submitting your proposal. If selected vendor is unable to meet these standard requirements, please note current or proposed insurance coverages in submittal. Standard requirements may be negotiated if it is in the best interest of the City.
BUSINESS REGISTRATION AND TAXATION: The vendor or vendors awarded the contract will be subject to City of Bellevue Business Registration and Business Taxation as presented in the Bellevue City Code. Questions about the city’s Business and Occupation (B&O) tax should be directed to the City’s Tax office at 425.452.6851. The vendor awarded the contract will be subject to City of Bellevue business registration and business taxation as provide in Chapters 4.20 and 4.08 of the Bellevue City Code (for details call the City Tax office at 425-452-6851).
NON-ENDORSEMENT: As a result of the selection of a vendor to supply products and/or services to the City, vendor agrees to make no reference to the City in any literature, promotional material, brochures, sales presentation or the like without the express written consent of the City.
NON-COLLUSION: Submittal and signature of a proposal swears that the document is genuine and not a sham or collusive, and not made in the interest of any person not named, and that the vendor has not induced or solicited others to submit a sham offer, or to refrain from proposing.
COMPLIANCE WITH LAWS AND REGULATIONS: In addition to nondiscrimination and affirmative action compliance requirements previously listed, the vendor or vendors ultimately awarded a contract shall comply with federal, state and local laws, statutes and ordinances relative to the execution of the work. This requirement includes, but is not limited to, protection of public and employee safety and health; environmental protection; waste reduction and recycling; the protection of natural resources; permits; fees; taxes; and similar subjects.
PUBLIC RECORDS: Under Washington state law, the documents (including but not limited to written, printed, graphic, electronic, photographic or voice mail materials and/or transcriptions, recordings or reproductions thereof) submitted in response to this RFP (the “documents”) become a public record upon submission to the city, subject to mandatory disclosure upon request by any person, unless the documents are exempted from public disclosure by a specific provision of law. If the city receives a request for inspection or copying of any such documents it will promptly notify the person submitting the documents to the city (by U.S. mail and by fax if the person has provided a fax number) and upon the written request of such person, received by the city within five (5) days of the mailing of such notice, will postpone disclosure of the documents for a reasonable period of time as permitted by law to enable such person to seek a court order prohibiting or conditioning the release of the documents. The City assumes no contractual obligation to enforce any exemption.
SUBMITTAL REQUIREMENTS: The following shall be addressed as a minimum, with sections tabbed with numbers as follows:
Stating your interest in the project
How your firm’s expertise is demonstrated by previous experience
A clear and concise response as to why your firm should be selected for this scope of work - recent professional experience, including work with public sector clients and applicable projects
Firm name, address, phone, fax, and contact information
Identify individual(s) your firm might assign as lead or project manager and a listing of the team members who will actually be assigned to perform substantial amounts of the work on this project, with a statement of their qualifications (resume and experience record for each person, including years of experience, education, and anticipated amount of time each will actually work on this project)
A minimum of three (3) local references with full name, title, address, email, phone, and fax number
Identify by discipline, any subconsultant firm(s) - Firm name, address, phone, fax, and contact information
Include each proposed subconsultant(s)’s experience and qualifications as described above for firm’s personnel.
Briefly answer the following as part of the proposal:
What makes your firm uniquely qualified for this project?
Include a statement of your design aesthetic or approach
What values or benefits do you bring to the process that differentiates you from the other candidates?
What experiences (good and bad) on other projects would help you make this project a success for everyone involved?
Describe the process/system you would implement to produce a team or “partnering” relationship among those involved with the project, specifically with regard to interaction with Parks staff, the BYT Advisory Board, and the public.
Identify/inform the project deliverables and task list for this project, beyond those listed in Attachment A.
Include an overall project schedule for completion
If you could have any “super power” what would it be? What would you use your power for? Why?
Submittals will not be returned.
PROJECT INFORMATION & SCOPE:
The proposed scope of work for the Bellevue Youth Theatre will require a value-added, budget conscious, transparent, and understandable design process that informs and coordinates programming, construction, maintenance, budget, and implementation timeline decisions.
Background: Bellevue Youth Theatre at Ivanhoe Park
Bellevue Youth Theatre’s mission is to provide opportunities in performing arts for all young people, regardless of income or ability, and allow these young people to perform before a live audience, to provide the community with quality productions which are entertaining and/or socially relevant for the entire family.
Bellevue Youth Theatre is a non-traditional recreation theatre program, uniquely designed to embrace young people from all backgrounds and abilities. Bellevue Youth Theatre puts every interested participant on stage. Every child is given an important role to play and no child is turned away—the youth and their experience are more important. This results in an environment that promotes self-esteem and is attractive to youth who may not have the financial means or ability to be involved in other theatre programs.
The Theatre attracts youth who want to be part of a quality theatre program while enjoying the company of their peers. The Theatre also provides a supportive environment for parents who want to remain involved in their children’s activities. Many parents help with the technical phase of productions or even act with their children.
Bellevue Youth Theatre started as an outreach program at Crossroads Community Center in 1990. The program, originally named Crossroads Youth Theatre, grew with the addition of a multipurpose theatre space in 1992. In 2001, the City renovated the Ivanhoe Elementary School site for the 110 seat black box theatre. The renovation to the 6,100 SF facility included the main black box theatre space, restroom upgrade, lobby and staff/ticket office, mechanical spaces, green room, and other storage/miscellaneous spaces. The adjacent 3,500 SF ‘annex’ building currently houses Bellevue School District storage and a small BYT costume storage space.
In 2004, a new comprehensive business plan and a new name, Bellevue Youth Theatre was introduced, and along with the formation of the Bellevue Youth Theatre Academy, a new phase was begun for the BYT. However, the BYT has now reached its space capacity and the ability for the programs to grow is limited.
Park staff conducted a series of charettes with the BYT Board to identify the needs of the theatre. Theses charettes evaluated the existing theatre for current program areas, perceived successful and problematic areas, future growth options, and anticipated development costs. The initial findings determined that the BYT needs significant upgrades to improve safety and security and match Bellevue service standards, including: expanded restrooms, increased lobby space, additional secured dressing rooms (for various ages and gender), and improved parking and lighting. Additionally, the BYT needs to be expanded to meet the increasing demand for programs - more rehearsal and classroom space, secured staff and volunteer offices, as well as critical storage is needed (see Attachment D - Concept Plans and Program).
The BYT Foundation supports this project in order to create capacity to continue growth of this successful program, to protect the theatre’s mission of inclusiveness, to bring the theatre up to standards expected of Bellevue Parks’ facilities, to fulfill the BYT Business Plan strategy for expansion, and to demonstrate effectiveness of City/Community partnership in the long range vision for Bellevue. The expansion has been estimated to be $2.5 to $3.5 million dollars, and will allow the BYT to continue to serve the community for many years to come.
PUBLIC OUTREACH: A public involvement process will be required as part of the scope of work. The City will assist in the organization, however, the overall coordination and documentation will fall within the contracted scope of work.
The design team is expected to participate in a minimum of one (1) public meeting to relay general information to the community and solicit input, a minimum of two (2) meetings to inform and seek input from the BYT Board. Additionally, the team may be asked to present to the City’s Park & Community Services Board. Any additional outreach meetings beyond this minimum will be determined by the City.
Programming: This step will assist to address the opportunities, constraints, and benefits of the existing facility and how the newly identified program requirements will affect the current use. This will assist to verify square footage of the size and arrangement of the spaces: storage, instructional opportunities, recreational components, and other requirements. Additionally, the team will need to work with the City and BYT members to review and identify how the conceptual components of the BYT expansion will be structured:
Potential programming conflicts (site and building) to be included for analysis
Potential code issues and recommendations
How the individual Programmatic elements effect the current programming and existing structures
Schedule /timeline showing when major milestones for tasks and subtasks will be completed
planning/Design: The planning and design phases will include all diagramming and documentation, and will incorporate recommendations received from City staff, the community, and/or the BYT Board, through construction documentation. Initial building strategies have been identified, and will be used as a basis for design (see Attachment D – Concept Plans and Program).
This stage will need to identify the critical components of the BAC and address:
How the individual programmatic elements effect the existing facility and site
Code requirements and potential permit conflicts and constraints
Marketing strategies and analysis, including various conceptual illustrations and marketing tools
Conceptual design documents will need to include, at a minimum: written program; site and building diagrams and graphic presentations containing design objectives, space requirements, relationships, site conditions, perspective sketches/renderings, computer modeling, and/or a combination of these media; potential traffic study and concerns; code requirements and potential conflicts; and preliminary construction and operational estimates. These estimates will be divided into specific program components/features which can be added or deleted from the conceptual complex.
Tasks associated with the development of the design include, but are not limited to:
Task 1 – Contract Scope
Goal: Define and agree to a Scope of Work.
Approach: Draft Scope for review by the Parks Department. Final Scope of Work will incorporate Parks' comments and direction, and inform the Professional Services Contract.
Assumptions: Parks will review and provide input to complete the Final Scope of Work.
Deliverables: Draft and Final Scope of Work, and executed Professional Services Contract with insurance requirements.
Task 2 – Program Review and Development
Goal: Assist Parks and BYT Board in determining the appropriate programming, space, and relational qualities for optimum theatre programming and use.
Approach: Conduct on-site walk-through(s) / meeting(s) with Parks Staff to evaluate the site(s), and opportunities for the design(s).
Assumptions: Prepare site walk-through, meeting agenda and necessary data for review. Conduct and summarize the working session. No current complete as-built documents exist for the theatre or auxiliary building.
Deliverables: Recommendations for final program and site walk-through agenda and minutes. Complete documentation and survey of existing facility and site condition.
Task 3 – Schematic Design
Goal: Develop multiple schematic design options reflecting desired programming and potential budget. Include options for development and expansion to include: the demolition of the annex building; demo of existing theatre and annex; and those options identified from the BYT design charette.
Approach: Create appropriate design(s) for the theatre expansion, addressing prioritized amenities, cost constraints and coordination of existing conditions for an integrated layout. Participate in public outreach meeting(s) with Parks staff to evaluate the design.
Assumptions: Prepare site walk-through, agenda and necessary data, drawings for review. Attend an open house, conduct and summarize the working sessions.
Deliverables: Recommendations for final design, public meeting(s) agenda(s) / minutes, cost estimates to be submitted for review by COB and BYT at 50% and 90% completion of schematic design.
Task 4 – Design Development
Goal: Refine the preferred schematic design option reflecting the desired programming, as well as, working with the project budget constraints - develop and expand the schematic design documents relating to form, size, and appearance of the project. It includes specific structural, mechanical and electrical systems, and interior design. Provide options for material(s) selection and begin the development of the Project Specifications - Outline specification, itemized lists and identification of significant materials, systems, and equipment (CSI format with COB front end coordination). Review and update the previously established schedule. Refine previous SD estimate based on adjustments made during the design development phase.
Approach: Create an appropriate design for the theatre expansion, addressing prioritized amenities, cost constraints and coordination of existing conditions for an integrated layout. Participate in public outreach meeting(s), with Parks staff to evaluate the design. All design development services and documentation is presented to the owner for approval.
Assumptions: Prepare meeting(s) agenda and minutes, create and assemble DD drawings and specifications for review at 50% and 90% DD, and focus final design strategy.
Deliverables: Final design strategy documentation, CD and Project Manual template, public meeting(s) agenda(s) / minutes, and cost estimates for review by COB at 50% and 90% DD. Final graphic presentation(s) items are to include multiple renderings and 3D model of theatre for anticipated BYT fundraising campaign.
Task 5 – Construction and Bid Documentation
Goal: Create a complete construction and bid documentation package, Construction Drawings and Specifications (Summary of Work and Technical Specifications), and potential Value Engineering for the Bellevue Youth Theatre expansion. Coordinate with Parks Department to fully integrate City of Bellevue “Front–End” Specifications.
Assumptions: Parks to review plans and specifications at 50% and 90%. Parks to provide City of Bellevue standard “Front-End” specifications for inclusion into the contract documents.
Deliverables: Working meeting agenda(s) / minutes, permit and bid-ready plans and specifications provided to the City of Bellevue in hard copy and digital format, and cost estimates for 50 and 90% CDs.
Task 6 – Permit Process
Goal: Obtain all required permits and approvals for construction.
Approach: Submit the construction documents for permit review to the appropriate agencies. Work with the reviewing agencies and Parks to coordinate any permit comments and required corrections/modifications.
Assumptions: Parks to assist in permit submittal, but is not the lead permit official, reviewer or coordinator. Permit fees to be paid by Parks.
Deliverables: All permit documents and revisions as required.
Task 7 – Bid Process
Goal: Assist in managing the bid process for the Bellevue Youth Theatre Expansion.
Assumptions: The City of Bellevue Contracting Services and Parks departments will take the lead for the bid, including reproduction of construction documentation.
Approach: Prepare and conduct site walk-through, including agenda and necessary data, drawings for review. Provide all bid clarification/addenda.
Deliverables: Site walk-through agenda/ minutes, and all bid documents and revisions/addenda as required. Bid Evaluation.
Task 8 – Construction Administration
Goal: Coordinate, document, and assist Parks Project Manager with the construction of the Bellevue Youth Theatre expansion
Approach: Problems are to be identified quickly and corrective action pursued with minimal delay, if any, to the overall project. Part of the information to be developed is weekly progress reports, and other correspondence, as appropriate.
Weekly report, addressing progress of the work, shall include (as appropriate):
A summary of work to date
A summary of actual versus scheduled progress
A list and brief summary of any Change Order Proposals
Digital photo documentation of construction
Tracking and review of all Shop Drawing and other construction related submittals.
Coordinate project documentation, including the following:
Prepare all necessary project correspondence, letters, memos, meeting minutes, etc., for support to the project work. Maintain a central file for all written materials.
Deliverables: Construction Documents, Weekly Progress Reports, change order proposal logs, shop drawing and submittal logs, as-Built drawings, and project correspondence (as required).
Professional Service Contracts
Add the following to section A. Minimum Insurance:
Consultant’s Errors & Omissions or Professional Liability with limits not less than $1,000,000 per claim and as an annual aggregate.
CITY OF BELLEVUE
CITY CLERK'S OFFICE
CCO FILE #
ITY OF BELLEVUE
City Attorneys Office
City of Bellevue Contract Identification Information:
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is entered into the date last below written between the CITY OF BELLEVUE, WASHINGTON (“CITY”) and
1. SERVICES BY CONTRACTOR
A. Performance of Services. The Contractor shall perform the services described in the scope of work attached hereto as Attachment A. All Services will be rendered to the best of the Contractor’s ability and in a timely, first-class and professional manner, in compliance with all standards and rules reasonably established by the City.
B. Modification. The City periodically may make changes to the Services that are within the general scope of the Agreement, by giving the Contractor written notice of such changes. If any change results in an increase or a reduction in the work that was contemplated to be performed by the Contractor as described in Attachment A, the Contractor’s compensation hereunder shall be modified accordingly.
A. The City shall pay the Contractor for such services: (Check One)
Hourly: _____ per hour, plus actual expenses, but not more than a total of ________________
Fixed Sum: A total amount of:_______________
for all services performed, and expenses incurred under this agreement.
B. The Contractor shall maintain time and expense records and provide them not more frequently than monthly to the City, along with monthly invoices in a format acceptable to the City for work performed to the date of the invoice.
C. All invoices shall be paid by mailing a city warrant within 30 days of receipt of a proper invoice after approval of the Contractor’s completed tasks/deliverables to the date of the invoice or monthly report, as appropriate.
D. The Contractor shall keep cost records and accounts pertaining to the Agreement available for inspection by the City’s representatives for three (3) years after final payment. Copies shall be made available on request.
E. If the services rendered do not meet the requirements of the Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement.
3. DISCRIMINATION AND COMPLIANCE WITH LAWS
A. The Contractor agrees not to discriminate against any employee or applicant for employment or any other person in the performance of this Agreement because of race, creed, color, national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state or local law or ordinance, except for a bona fide occupational qualification.
B. The Contractor shall comply with all federal, state and local laws and ordinances applicable to the work to be done under this Agreement, including where applicable Bellevue City Code § 4.28.143.
C. Violation of this Section 3 shall be a material breach of this Agreement and grounds for cancellation, termination or suspension of the Agreement by the City, in whole or in part, and may result in ineligibility for further work for the City.
4. TERM AND TERMINATION OF AGREEMENT
A. Term. This Agreement shall remain in effect until completion of the services described in Attachment A and final payment therefor unless terminated earlier in accordance with Paragraph 4 of this Agreement.
B. Rights Upon Termination. This Agreement may be terminated by either party without cause upon thirty days’ written notice, in which event all finished or unfinished documents, reports, or other material or work of Contractor pursuant to this Agreement shall be submitted to the City, and the Contractor shall be entitled to just and equitable compensation at the rate set forth in Paragraph 2 for any satisfactory work completed prior to the date of termination.
C. Noninterference with business. During the course of the Contractor’s performance of the Services for the City and for a period of twelve (12) months after the completion of such Services, the Contractor will not interfere with the City’s business in any manner, including without limitation, encouraging anyone to leave the City’s employ or encouraging any employee or independent contractor to sever that person’s relationship with the City.
5. OWNERSHIP OF WORK PRODUCT
All data, materials, reports, memoranda and other documents developed under this Agreement whether finished or not shall become the property of the City, shall be forwarded to the City at its request and may be used by the City as it sees fit. The City agrees that if it uses products prepared by the Contractor for purposes other than those intended in this Agreement, it does so at its sole risk and it agrees to hold the Contractor harmless therefor.
6. GENERAL ADMINISTRATION AND MANAGEMENT
The Director of the _______________________________________________ Department of the City of Bellevue, or his/her designee, shall be the City’s representative, and shall oversee and approve all services to the performed, coordinate all communications, and review and approve all invoices, under this Agreement.
7. INDEMNIFICATION AND HOLD HARMLESS
A. The Contractor shall protect, defend, indemnify and save harmless the City, its officers, employees and agents from any and all costs, claims, judgments or awards of damages, arising out of or in any way resulting from the negligent acts or omissions of the Contractor. The Contractor agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the Contractor, by mutual negotiation, hereby waives, as respects the City only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 RCW. In the event the City incurs any judgment, award, and/or cost arising therefrom including attorneys’ fees to enforce the provisions of this article, all such fees, expenses and costs shall be recoverable from the Contractor.
B. The City shall protect, defend, indemnify and save harmless the Contractor, its officers, employees and agents from any and all costs, claims, judgments or awards of damages, arising out of or in any way resulting from the negligent acts or omissions of the City. The City agrees that its obligations under this subparagraph extend to any claim, demand, and/or cause of action brought by, or on behalf of, any of its employees or agents. For this purpose, the City, by mutual negotiation, hereby waives, as respects the Contractor only, any immunity that would otherwise be available against such claims under the Industrial Insurance provisions of Title 51 ROW. In the event the Contractor incurs any judgment, award, and/or cost arising therefrom including attorneys’ fees to enforce the provisions of this article, all such fees, expenses and costs shall be recoverable from the City.
C. The Contractor will indemnify, defend, and hold the City (and its elected officials, officers, employees, successors, assigns, insurers, licensees, distributors, independent contractors, and agents) harmless from all claims, damages, losses, and expenses (including reasonable attorneys’ fees incurred on such claims and in proving the right to indemnification) arising out of or resulting from any claim, action, or other proceeding that is based upon (a) the Contractor’s breach of any obligations, representations, or warranties under the Agreement, (b) the Contractor’s outside business activities, or (c) the infringement or misappropriation by the Contractor of any foreign or United States patent, copyright, trade secret, or other proprietary right in results.
8. INSURANCE; RISK OF LOSS
The Contractor shall maintain insurance that is sufficient to protect the Contractor’s business against all applicable risks, as set forth in Attachment B. The Contractor will cause the indemnified parties, as described in Section 7, above, to be named as additional insureds on the policy required under the Agreement and shall cause its insurance to be primary to any insurance carried by the indemnified parties. The Contractor will provide the City with certificates of insurance and other supporting materials as City reasonably may request to evidence Contractor’s continuing compliance with this Section 8. The Contractor will be liable for all loss or damage, other than ordinary wear and tear, to the City’s property in the Contractor’s possession or control that is cause by the Contractor. In the event of any such loss or damage, the Contractor will pay the City the full current replacement cost of such equipment or property within thirty (30) days after its loss or damage.
9. INDEPENDENT CONTRACTOR
A. Nature of Relationship. The Contractor shall be and act as an independent contractor (and not as the employee, agent, or representative of the City) in the performance of the Services for the City. The Agreement shall not be interpreted or construed as creating or evidencing an association, joint venture, partnership or franchise relationship among the parties or as imposing any partnership, franchise, obligation, or liability on any party. The Contractor will not represent himself/herself as an employee of the City. The Contractor shall not be entitled to, and shall not attempt to, create or assume any obligation, express or implied, on behalf of the City. So long as the Contractor is able to adequately perform all of the Contractor’s obligations under the Agreement in a skilled and workmanlike manner, the Contractor shall not be required to devote the Contractor’s full time to the performance of the Services called for under the Agreement, and it is acknowledged that the Contractor has other clients and/or offers services to the general public. Since the Contractor will not be an employee of the City, the Contractor will not be entitled to any of the benefits that the City may make available to its employees, such as but not limited to vacation leave, sick leave, or insurance programs, including group health insurance or retirement benefits; nor shall the Contractor permit or cause any of the Contractor’s employees, agents or subcontractors to perform any services under the Agreement in such a way as to cause or enable them to become, or claim to have become, employees, common law or otherwise, of the City. In addition, the Contractor acknowledges that as an independent contractor, he/she/it and/or his/her/its agents, servants or employees are not eligible to recover worker’s compensation benefits from or through the City in the event of injury.
B. Contractor Responsible for Taxes and Records. The Contractor will be solely responsible for and will file, on a timely basis, all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to the Contractor’s performance of the Services and receipt of fees under the Agreement. The Contractor will be solely responsible for and must maintain adequate records of expenses incurred in the course of performing the Services under the Agreement. No part of the Contractor’s compensation will be subject to withholding by the City for the payment of any social security, federal, state or any other employee payroll taxes; nor shall the City be obligated to make any such withholdings and/or payments on behalf of any employee, subcontractor, supplier, or other person working for or engaged by the Contractor to perform the Contractor’s obligations under the Agreement. The City will regularly report amounts paid to the Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law.
10. SUBLETTING OR ASSIGNING CONTRACT
Neither the City nor the Contractor shall assign, transfer, or encumber any rights, duties or interests accruing from this Agreement without the express prior written consent of the other.
11. FUTURE SUPPORT
The City makes no commitment and assumes no obligations for the support of the Contractor’s activities except as set forth in this Agreement.
12. GENERAL PROVISIONS
A. Governing Law; Forum. The Agreement will be governed by the laws of Washington and its choice of law rules. The Contractor irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located in King County, Washington, with respect to any dispute arising out of or in connection with the Agreement, and agrees not to commence or prosecute any action or proceeding arising out of or in connection with the Agreement other than in the aforementioned courts.
B. Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The City and the Contractor agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
C. Nonwaiver. Any failure by the City to enforce strict performance of any provision of the Agreement will not constitute a waiver of the City’s right to subsequently enforce such provision or any other provision of the Agreement.
D. No Assignment. Neither the Agreement nor any of the rights or obligations of the Contractor arising under the Agreement may be assigned without the City’s prior written consent. Subject to the foregoing, the Agreement will be binding upon, enforceable by, and inure to the benefit of, the parties and their successors and assigns.
E. City Marks. The Contractor will not use any trade name, trademark, service mark, or logo of the City (or any name, mark, or logo confusingly similar thereto) in any advertising, promotions, or otherwise, without the City’s express prior written consent.
F. Notices. All notices and other communications under the Agreement must be in writing, and must be given by registered or certified mail, postage prepaid, or delivered by hand to the party to whom the communication is to be given, at its address set forth below.
G. Legal Fees. In any lawsuit between the parties with respect to the matters covered by the Agreement, the prevailing party will be entitled to receive its reasonable attorney’s fees and costs incurred in the lawsuit, in addition to any other relief it may be awarded.
H. Counterparts. The Agreement may be signed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall be deemed one and the same document.
13. EXTENT OF AGREEMENT/MODIFICATION
This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended, modified or added to only by written instrument properly signed by both parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of __________________, 20___.
CONTRACTOR CITY OF BELLEVUE:
Printed Name: Printed Name:
Address: Approved as to form:
Tax ID #: _____________________