REQUEST FOR PROPOSALS
BANKING SERVICES
Submit proposals no later than
July 18, 2007=
To
the
Address to:
William R. James
Issued: = May 18, 2007
1. <=
/span>INTRODUCTION
&nbs=
p; The
The
&nb=
sp;
In addition to operating several marine terminals, the Port also
operates two airports – one an international and the other a general
aviation facility. The Port a=
lso
manages a public log handling facility and two marinas. The Port also manag=
es
multiple industrial property sites.
2.0<=
span
style=3D'mso-tab-count:1'> MINIMUM QUALIFICATIONS OF FINANCIAL
INSTITUTION
&nbs=
p; 2.1
The financial institution must be a Federal chartered or State of
2.2 The financial
institution must be approved by the Washington Public Deposit Protection
Commission as a qualified public depository. The qualified designation shall
remain in effect for the duration of the contract period.
2.3 The financial
institution shall be insured by the Federal Deposit Insurance Corporation (=
FDIC).
3.0 SCOPE OF WORK - Required Banking Services
3.1 =
Account Maintenance - The Port ut=
ilizes
the following accounts:
3.1.1 General
account. This account is used to conduct the Port’s major treasury
operations: investment portfo=
lio
transactions, check activity, direct deposit payroll, debt service payments,
ACH activity, etc.
3.1.2 Holding
(Savings) account. This accou=
nt is
used to conduct the Port’s investment portfolio transactions and to c=
lear
debt service obligations. The current Market Rate Savings Account pays inte=
rest
at a minimal level.
3.1.3 The
Port will require two separate zero-balance accounts for processing claims =
and
payroll checks. These
“zero-balance” accounts should be cleared against the general
account.
3.1.4 Advance
travel account established pursuant to RCW 42.24.120 in the amount of $3000=
.
3.1.5 Incidental
account established pursuant to RCW 53.36.060 in the amount of $2500.
3.2 =
Account
Statements
3.2.1 &nbs=
p; The
Port requires month-end statements of transactions for each account by the =
7th
working day of the following month. The bank is also to provide an account
activity analysis of each account. The account analysis is to include, but =
may
not be limited to:
3.2.2 &nbs=
p; All
canceled checks will be returned to the Port in numerical order. The bank w=
ill
provide statements to the Washington State Auditors upon request.
3.2.3 &nbs=
p; Identify
and submit samples of reports (e.g. analysis and bank statements, on-line
reporting sample reports, etc.).
3.2.4 &nbs=
p; Is
your bank willing/able to develop customized reports? If so, provide pricing
information on the Proposal Cost Sheet.
3.3 Account Earnings
3.3.1 =
; The
Port desires to earn maximum value on its funds.
3.3.2 Identify
the proposed (if any) compensation method and formulas: (compensating balan=
ces,
straight fees, other method or combination thereof).
3.3.3 =
; Describe
the bank’s proposal to insure maximum earnings on idle funds in the
Port’s checking accounts at the end of the day.
3.3.4 =
; How
is the earnings allowance on collected balances calculated?
3.3.5 =
; Describe
the interval/time frame proposed to pay any additional fees not offset by
service charge credit (i.e. monthly, quarterly, etc.) and to what extent the
service charge credit/debit from one period can be carried forward to the n=
ext
period.
3.3.6 =
; What
is the policy regarding negative collected balances? Identify the rate char=
ged
on negative collected balances.
3.4 Check Services
3.4.1 =
; The
financial institution shall accept, return and give credit for stopped, voi=
ded
and canceled checks.
3.4.2 =
; The
Port will provide for the printing of checks at their own expense. The bank
will be required to provide other banking supplies (e.g. security bank bags,
encoded deposit slips, endorsement stamps, etc.) The cost of such supplies
shall be charged to the Port’s account. The bank shall furnish the Po=
rt
with additional checking accounts as needed. Indicate any additional fees
associated with these additional checking accounts on the Proposal Cost She=
et.
3.5
Collected Funds Sweep
The Port desires to structure its
investment, deposit and check redemption activity so that daily (at the clo=
se
of the business day) the Port can invest all collected funds into an overni=
ght
investment. The daily collected balance remaining in the account after the
day’s deposits, disbursements and reserve requirements have been
calculated will automatically receive an earnings allowance for the Port un=
til
the next banking day. In the unanticipated event that the Port makes an err=
or
resulting in a negative collected balance after posting of the Port’s
daily activity, the Port will pay the financial institution’s uncolle=
cted
charge. The collected balance will be invested under the provisions of a ma=
ster
agreement securing the Port’s right to investment collateral. Other
options will be considered as long as the Port’s rights are secured a=
nd
the options are in compliance with allowable investments for ports in the S=
tate
of
3.6 Delivery and Deposit Services
3.6.1 The
bank shall specify delivery services available such as messenger or armored=
car
services and the associated costs per location. Ideally, the Port requests messenger service to and from the Port a minimum of o=
nce
each working day by
3.6.2 =
;
Describe your delivery service and identify your fee schedule on the Propos=
al
Cost Sheet.
3.6.3 =
; The
bank shall provide disposable deposit bags as requested by the Port. The ba=
nk
may receive direct payments or deposits to Port accounts other than from the
Port. In these instances the bank shall provide the Port, on the next banki=
ng
day, a receipt of the transaction. The bank
shall automatically present (reprocess) returned deposited items a second t=
ime.
The bank will confirm deposits on returned deposit slip.
3.7 Direct Payroll Deposit
3.7.1 =
; The
Port may in the future, provide employees with the option of direct deposit=
of
payroll checks to the institution of their choice. If the Port implements such a proc=
edure,
when will funds be available to employees?
3.7.2 <=
span
style=3D'mso-tab-count:1'> Specify the lead ti=
me
that your bank requires. The =
Port
is interested in the minimum lead time necessary. The bank should specify h=
ow
many days and what time of day prior to the day of deposit that your bank
requires direct deposit information.
3.8 Investment Services/Safekeeping
3.8.1 =
; Investment
activities of the Port are not related to the appointment of a bank to prov=
ide
banking services. The bank must provide the Port with the means to conduct =
its
investment activity, including but not limited to providing wire and
safekeeping services if requested.
3.8.2 &nbs=
p; The
bank shall be able to provide the following
services:
3.8.2.1 Safekeeping the
Port’s securities and issuing a receipt for each security held in
safekeeping.
3.8.2.2 Paying for
securities purchased by the Port on a payment versus delivery system through
the Federal Reserve.
3.8.2.3 Delivering
securities sold by the Port on a payment versus delivery system through the
Federal Reserve.
3.8.2.4 Collecting int= erest on its securities and depositing the interest in the Port’s account.<= o:p>
3.8.2.5 Monthly statem=
ents
summarizing all securities owned by the Port that are held in safekeeping. =
3.8.3 &nbs=
p; The
Port may invest with the State of
3.8.4 <=
span
style=3D'mso-tab-count:1'> Describe your safek=
eeping
procedures and identify the fee structure on the Proposal Cost Sheet.
3.9 On-line Banking Transactions
3.9.1 =
; The
bank shall provide on line account balance=
and
activity information for all Port bank accounts, to include:
3.9.1.1 Ability to vie=
w and
download transaction detail of all Port accounts
3.9.1.2 Ability to
transfer/upload files for positive pay plus daily transaction reports
3.9.1.3 Ability to
transfer/upload files
3.9.1.4 Ability to rec=
eive
account reconciliation and analysis data on-line
3.9.1.5 Ability to ret=
rieve
and download current and prior period monthly statements on-line
3.9.1.6 Ability to ini=
tiate
on-line banking transactions (e.g. ACH, wires, stop payments, transfer fund=
s to
accounts at other banks)
3.9.2 =
; Data
Equipment Compatibility
The Port relies on on-line transactions and need=
s to
ensure equipment and data compatibility. Provide the specifications needed =
for
wire transfers, ACH debit /credit, balance reporting, etc. Identify any cos=
ts
associated with automated data and equipment on the Proposal Cost Sheet.
3.10 Overdraft Protection
The bank shall provide the Port with overdraft
protection including daylight overdrafts. The bank will honor all demands u=
pon
the Port’s accounts including outgoing wire instructions by the Port.=
In
the proposal, the bank shall state the cost of providing the overdraft
protection, including (if used) a benchmark from which the bank will determine=
the
interest to be charged on overdrafts, and current rates.
3.11 Wire
Transfer Services
3.11.1 &nbs=
p; The
bank shall be required to provide wire tra=
nsfer
services for transferring money to other institutions, along with appropria=
te
security levels for wire transfer initiations and approvals. Wire service
credits and debit notices shall be deliver=
ed to
the Port each day.
3.11.2 &nbs=
p; Describe security procedures and
cut-off time for same day transactions.
3.12=
Escrow
Agent Services
The Port shall require escrow agent services to
administer and maintain retainage deposits from contractors who contract for
public works projects in accordance with Revised Code of Washington 60.28.0=
10.
3.13 Option=
al
Services
The bank may specify other services it can provi=
de to
the
4.0
CONTRACT PERIOD
The period of performance of the approved and aw=
arded
contract shall be for an initial three (3) year period with two (2), one (1)
year renewal options.
5.0.=
SUBMITTAL REQUIREMENTS / EVALUATION CR=
ITERIA
5.1 The
submittals shall be evaluated on the completeness and quality of content as
described below. Only those b=
anks
who supply complete information as required by this Request for Proposal wi=
ll
be considered for evaluation. One page is considered to be one side of a st=
andard
8-1/2” x 11” piece of paper.
5.2 Cover=
Letter
(required, worth 0 points)
5.2.1 Maximum number of pages shall be one (1). =
5.2.2 The cover letter shall specifically stipul=
ate
that the bank accepts all terms and conditions contained in this Request for
Proposal and the
5.2.3 The letter shall name the persons authoriz=
ed to
represent the bank in any negotiations and the name of the person(s) author=
ized
to sign any resultant contract. The letter shall be signed by an authorized
representative of the bank.
5.3 Cost (worth 50 points)
5.3.1 The Port anticipates that proposed banking
services will be compensated on a fee basis. All banks must indicate on the
Proposal Cost Sheet your monthly fee per service and the total monthly fee =
as
indicated.
5.3.2 The Port is also willing to consider other
proposed compensation methods (e.g. compensating balances, straight fees, o=
ther
method or combination thereof). See Item 3.3.2 above. Indicate on a separate
sheet of paper your proposed compensation methods. The proposed compensation
methods are subject to negotiation.
5.4 Propo=
sal
Methodology and Approach (worth 20 points)
In this Section, the bank will outline their
methodology to accomplish the requirements outlined in Section 3 of this RF=
P.
Specifically, this Section should address:&=
nbsp;
&=
nbsp; - Bank’s
understanding of project objectives
- Outline of work
approach and task-specific methodology =
; &=
nbsp;
- Quality assurance
review responsibility and procedures
5.5 Firm
Background, Qualifications, and General Experience (worth 20 points)
This criterion relates to the firm’s
capabilities and resources in doing the work contained in this RFP.
- Provide a brief descrip=
tion
of your firm, its size, and location of current office facilities
- Provide at least three verifiable
references (company name, address, phone, point of contact with current
telephone number if different that company phone).
- Similar projects,=
by
type and location, which have been performed within the last five years, th=
at
best characterize work quality.
- Similar projects =
the
firm has done with other government agencies, especially ports.
- Internal procedur=
es and
policies associated or related to work quality (quality control, quality
assurance program).
- Management and
organizational structure (Provide a current organizational chart of the firm
including the organizational structure of the proposed branch/firm location=
that
will be supporting the Port under this proposal)
- Name of audit firm(s) used i=
n the
last five (5) years. Include a current point of contact, telephone and addr=
ess
information.
- Financial stateme=
nts
from the last two (2) fiscal years
5.6 Exper=
ience
and Education of Assigned Staff (worth 10 points)
The minimum qualifications of the staff assigned=
work
under this contract will be a minimum of five years experience performing t=
he
types of duties required by the specific project. The response shall include
the following:
&nbs=
p; -
Provide resumes o=
f key
personnel
&nbs=
p; - Professional educ=
ation
of assigned staff
&nbs=
p; - Experience of ass=
igned
staff
&nbs=
p; - Assigned staff
experience on similar or related work of the type required for this contrac=
t
6.0 =
=
GENERAL
PROPOSAL INSTRUCTIONS
6.1
Copies - Respondents must submit one (1) or=
iginal
and three (3) copies.
6.2
Submission - Proposals must be enclosed in a se=
aled
envelope and mailed or delivered to the
6.3 Late Proposals - Proposals received after the scheduled closing time for filing will not be accepted.<= o:p>
6.4 Request For Proposal (RFP)
Clarification - Respondents who request a clarification of the RFP
requirements must submit questions in writing to the
6.5 Oral
Clarification - Oral instructions or information concerning the RFP giv=
en
out by
6.6 Cost of Proposal – Thi=
s RFP
does not commit the Port to pay any costs incurred by any respondents in the
submission of a proposal or in making studies or designs for the preparation
thereof, or for procuring or contracting for the services to be furnished u=
nder
the RFP.
6.7 Conflict of Interest –=
The
Port and respondent filing a proposal hereby both certify that no officer,
agent or employee of the Port, who has pecuniary interest in this RFP, shal=
l participate in any manner in the
preparation of this RFP or evaluation of responses to this RFP, or in the
contract negotiations; furthermore, the respondent certifies that the propo=
sal
is made in good faith without fraud, collusion or connection of any kind wi=
th
any other respondent of the same call for proposals, and that the responden=
t is
competing solely in its own behalf without connection with or obligation to,
any undisclosed person or firm. No Port commissioner or employee shall
participate in the authorization, approval, or award of a banking services
contract to a respondent in which he or she is beneficially interested.
6.8 Investigation – The
Consultant shall make all investigations necessary to inform it regarding t=
he
service(s) to be performed under this RFP.
6.9 Rejection of Proposals ̵=
1; The
Port reserves the right to reject any or all responses to the RFP without
incurring any liability thereto.
6.10=
Notice of Assignment – The =
6.11 Public Disclosure of Proposals - <=
/span>Any information provided to the Port pursuant to=
this
RFP is subject to public disclosure pursuant to public records law. Any information that is deemed by =
the
Respondent to be exempt from disclosure should be plainly marked and separa=
ted
from the remainder of the proposal. &n=
bsp;
6.12 Ownership of Documents – <=
span
style=3D'font-size:11.0pt'>Unless otherwise provided, all materials produced under this contract shall be considered
“works for hire” as defined by the U.S. Copyright Act and shall=
be
owned by the
6.13=
Oral
Presentations - The Port may co=
nduct
discussions with one or more firms and shall negotiate a contract with the =
most
qualified firm for the services at a price which the Port determines is fair
and reasonable. If the Port is unable to negotiate a satisfactory contract =
with
the firm, the Port shall formally terminate negotiations and shall select o=
ther
firm(s) to conduct negotiations.
7.0 ATTACHMENTS
7.1 Attachment #1 – Cost Sheet
7.2 Attachment #2 –
7.3 Attachment #3 –
Attachment #1
Proposal =
Cost
Sheet
Banking S=
ervices
1.0 The
Port anticipates that proposed banking services will be compensated on a fee
basis. The Port is also willi=
ng to
consider other proposed compensation methods (e.g. compensating balances,
straight fees, other method or combination thereof). See Item 3.3.2
above.
2.0 Complete all items on= the cost sheet and attach any supplemental material you wish. If your financial institution does not or cannot provide a particular service, please indicat= e. The Port retains the right to select any and/or all items listed in this questionnaire as services to be provided by the financial institution recei= ving the contract. Statistics have been included in the proposal documents in or= der to provide as much information as possible to qualified financial instituti= ons. The information is, to the best of our knowledge, a true representation of = the Port’s historical experience, but the Port is not representing that t= hese statistics will necessarily hold true for the future.
3.0 The undersigned hereby declares that h=
e/she
has read the above RFP, understands the General Terms and Conditions and has
determined all situations affecting the services as required by the Scope of
Work.
Proposal Cost Sheet
Banking Services
|
Des=
cription |
Uni=
t Pri=
ce |
Ave=
rage Mon=
thly Act=
ivity |
Mon=
thly
Cost |
Com=
ments |
|
1. =
Cash
deposits – units |
|
8,698 |
|
|
|
2. =
Monthly
deposits – dollars |
|
284,667 |
|
|
|
|
|
283,629 |
|
|
|
|
|
1,039 |
|
|
|
3. =
Total
accounts |
|
4 |
|
|
|
4. =
Zero
Balance Accounts |
|
2 |
|
|
|
5. =
Total
checks – All Accounts |
|
249 |
|
|
|
6. =
Account
Statements - postage |
|
4 |
|
|
|
7. =
Deposit
Slip Orders |
|
.33 |
|
|
|
8. =
Deposit
Items – on Current Service Provider |
|
130 |
|
|
|
9. =
Deposit
Items – |
|
201 |
|
|
|
10.=
Deposit
Items – Direct Send |
|
7 |
|
|
|
11.=
Deposit
Items – Other Fed Districts |
|
77 |
|
|
|
12.=
Deposit
Items – 12th Fed District |
|
108 |
|
|
|
13.=
P.A.
Deposits Posted |
|
36 |
|
|
|
14.=
Image
services (i.e. microfilming, CD rom , ) |
|
-- |
|
|
|
15.=
ACH
Credit Received Item |
|
11 |
|
|
|
16.=
ACH
Debit Received Item |
|
2 |
|
|
|
17.
Automated Balance Reporting |
|
1 |
|
|
|
18.=
NSF: Redeposit
Items |
|
.33 |
|
|
|
19.=
Overdraft
Items |
|
0 |
|
|
|
20.=
Overnight
sweep accounts |
|
-- |
|
|
|
21.=
Positive-pay
services |
|
-- |
|
|
|
22.=
Reconciliation
services |
|
-- |
|
|
|
23.=
Stop
Payment Orders |
|
-- |
|
|
|
24.=
Vault
Deposits Posted |
|
-- |
|
|
|
25.=
Safekeeping
and custody arrangements |
|
-- |
|
|
|
Des=
cription |
Uni=
t Pri=
ce |
Ave=
rage Mon=
thly Act=
ivity |
Mon=
thly
Cost |
Com=
ments |
|
26.=
Software
– monthly maintenance fee |
|
-- |
|
|
|
27.=
Wire Advice
– Mail |
|
.33 |
|
|
|
28.=
Wire
Out – Manual |
|
.33 |
|
|
|
29.
Earnings Allowance |
|
-- |
|
|
|
32.
Canadian Deposited Items |
|
.17 |
|
|
|
|
|
|
|
|
|
33.=
Money
Market Account – Deposits |
|
?? |
|
|
|
34.=
Money
Market Account – Withdrawals |
|
?? |
|
|
|
35.=
Money
Market Account – Balance |
|
?? |
|
|
|
36.=
Money Market Account – Int=
erest
Rate |
|
?? |
|
|
|
|
|
|
|
|
|
|
|
|
|
**TOTAL MONTHLY COST (ADD COLU=
MN) |
**Pricing Adjustments: Prices in proposals are valid for the initial year of the
contract. Annually, the price=
per
unit of service may be adjusted. The bank must state its adjustment factor.=
Adjustment factor: = &nb= sp; = &nb= sp; = &nb= sp; = &nb= sp; = <= o:p>
Bank=
: _________________________________________________________________________=
____
Bank=
HQ Address:
___________________________________________________________________
<=
span
style=3D'mso-tab-count:23'> =
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sp; =
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sp;
Bank Branch Address (serving the Port): __________=
_______________________________________
<=
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Bank=
Phone:
____________________ =
; =
&nb=
sp;
Bank Fax: ______________________
Sign=
ature of
Authorized Official: =
&nb=
sp; =
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Auth=
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nking
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|
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4. =
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Bank=
:__________________________________________________________________________=
___
Bank=
Address:
___________________________________________________________________
<=
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style=3D'mso-tab-count:23'> =
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Phone:____________________ =
; =
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Bank Fax:______________________
Sign=
ature of
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nbsp;
AT=
TACHMENT
#2
PERSONAL SERVICES CONTRACT
BETWEEN
AND
XXXXXXX
CONTRACT NUMBER=
XXXXXX
This Contract is made and entered into by and be=
tween
the
Name of CONSULTANT: =
&nb=
sp; XXXXXXXXXXXXX
Address: &n=
bsp; =
&nb=
sp;
=
XXXXXXXXXX
City, State & Zip Code: =
&nb=
sp;
XXXXXXXXXXXX
Federal ID Number: &=
nbsp;
SCOPE OF WORK
A. The
CONSULTANT will provide services and staff, and otherwise do all things
necessary for or incidental to the performance of work, as set forth in
CONSULTANT’s Proposal dated XXXXXXXXX and attached as Exhibit B.
B. Exhibit
A contains the General Terms and Conditions governing work to be performed
under this contract, the nature of the working relationship between the PORT
and the CONSULTANT, and specific obligations of both parties.
The CONSULTANT’s key staff performing work=
under
this Contract will be as listed below:
|
|
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|
|
|
|
|
|
And other CONSULTANT staff and sub-consultants as
required to complete tasks as outlined in CONSULTANT's proposal dated XX/XX=
/07:
|
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|
It is understood the personnel named above will =
be
responsible throughout the period of this contract. All oral reports requir=
ed
under this Contract must be presented to William James. All written reports required under=
this
Contract must be delivered to William James,
PERIOD OF PERFORMANCE=
Subject to other contract provisions, the period=
of
performance under this contract will be from date of contract signing throu=
gh
XXXXXXXXX unless completed sooner.
COMPENSATION AND PAYM=
ENT
PORT shall pay an amount not to exceed $XXXXXXX =
for
all services necessary to the performance of work as set forth in Exhibit B
unless authorized by prior written consent of the PORT’s Executive
Director. CONSULTANT shall be=
and
herein declares that CONSULTANT is an independent contractor for all purpos=
es
and shall be entitled to no compensation other than the compensation provid=
ed
for under this Contract.
CONSULTANT's compensation for services rendered shall be based on the
negotiated and approved costs as expressed in Exhibit B.
BILLING PROCEDURES
The CONSULTANT shall render invoices together wi=
th a
detailed statement of the contract services performed for which the CONSULT=
ANT
is seeking compensation. These invoices shall include such information as is
necessary for the PORT to determine the exact nature of all expenditures.
CONSULTANT's compensation shall not exceed the amount stated in Exhibit B of
this contract. Each invoice will clearly indicate that it is for services
rendered in performance under “Contract Number XXXXXXXXXXXXXX".<=
span
style=3D'mso-spacerun:yes'> Invoices received on or before the
twenty-fifth of the month shall be paid on or about the sixteenth of the
following month.
Payment shall be considered timely if made by th=
e PORT
within thirty (30) days after receipt of properly completed invoices. Payment shall be sent to the addre=
ss
designated by the CONSULTANT.
The PORT may, in its sole discretion, terminate =
the
contract or withhold payments claimed by the CONSULTANT for services render=
ed
if the CONSULTANT fails to satisfactorily comply with any term or condition=
of
this contract. No notificatio=
n is
required to terminate the contract in this situation.
No payments in advance or in anticipation of ser=
vices
or supplies to be provided under this contract shall be made by the PORT.
CONTRACT MANAGEMENT
The Representative for each of the parties shall=
be
the contact person for all communications and billings regarding the
performance of this Contract.
|
Representative for CONSULTANT is: |
Representative for PORT is: |
|
Mr./Ms. XXXXXXXXx XXXXXXXXX XXXXXXXXXXX XXXXXXXXX Phone:
XXXXXXXX Fax:
XXXXXXXXXXX |
William James Phone:
(360) 417-3423 Fax: (360) 452-3959 |
INSURANCE
The CONSULTANT shall provide insurance coverage =
as set
out in this section. The inte=
nt of
the required insurance is to protect the PORT should there be any losses, c=
laims,
suits, actions, costs, damages or expenses arising from any negligent or
intentional act or omission of the CONSULTANT, while performing under the t=
erms
of this contract. The CONSULTANT shall provide insurance coverage, which sh=
all
be maintained in full force and effect during the term of this Contract, as
follows:
Commercial General Liability Insurance Policy -
Provide a Commercial General Liability Insurance Policy, including contract=
ual
liability, in adequate quantity to protect against legal liability arising =
out
of contract activity but no less than $5,000,000 aggregate / $1,000,000 per
occurrence.
Automobile Liability - All vehicles used by the
CONSULTANT in the performance of this contract will have automobile liabili=
ty
insurance. The minimum limit =
for
automobile liability is $1,000,000 per occurrence, using a Combined Single =
Limit
for bodily injury and property damage.
Workers Compensation coverage as required under
section labeled “Industrial Insurance Coverage” in Exhibit A,
General Terms and Conditions.
Banker’s Blanket Bond coverage - including=
:
The insurance required shall be issued by an ins=
urance
company authorized to do business within the State of Washington, and shall
name the Port, its agents and employees as additional insured under the
insurance policy (ies).
All policies shall be primary to any other valid and collectable
insurance. CONSULTANT shall
instruct the insurers to give PORT 30 days advance notice of any insurance
cancellation.
CONSULTANT shall submit to PORT within 7 days of=
the
contract effective date, a certificate of insurance that outlines the cover=
age
and limits defined in this INSURANCE section. CONSULTANT shall submit renewal
certificates as appropriate during the term of the contract.
ASSU=
RANCES
PORT and the CONSULTANT agree that all activity
pursuant to this Contract will be in accordance with all the applicable cur=
rent
federal, state and local laws, rules, and regulations.
ORDER
OF PRECEDENCE
Each
of the Exhibits listed below is by this reference hereby incorporated into =
this
contract. In the event of an
inconsistency in this contract, the inconsistency shall be resolved by givi=
ng
precedence in the following order:
Applicable
Federal and State of
The
contract and all applicable change orders
Exhibit
A – General Terms and Conditions
Exhibit
B – Consultant Proposal
Any
other provision, term or material incorporated herein by reference or other=
wise
incorporated.
ENTIRE AGREEMENT
This contract including referenced exhibits repr=
esents
all the terms and conditions agreed upon by the parties. No other
understandings or representations, oral or otherwise, regarding the subject
matter of this contract shall be deemed to exist or to bind any of the part=
ies
hereto.
CONFORMANCE
If any provision of this contract violates any s=
tatute
or rule of law of the
APPROVAL
This contract shall be subject to the written ap=
proval
of the Agent and shall not be binding until so approved. The contract may be altered, amend=
ed, or
waived only by a written amendment executed by both parties.
THIS CONTRACT, consisting of 5 (five) pages and
Exhibits A and B (or as applicable), is executed by the persons signing bel=
ow
who warrant that they have the authority to execute the contract.
=
XXXXXXXXXXXXXXX &nb=
sp; =
&nb=
sp;
By_________________________________ &=
nbsp; By_______________________________
=
XXXXXXXXXX &=
nbsp; &nbs=
p; &=
nbsp; Robert E. McChesney
Title: &nbs=
p; XXXXXXXXXX &=
nbsp; &nbs=
p; &=
nbsp; Title: Executive Director &=
nbsp;
Date: _______________________________ Date=
:_____________________________
STATE OF
&nbs=
p; &=
nbsp; &nbs=
p; &=
nbsp; )
County of ______________ )
=
This is to certify that on this _______ day of ______________, _______
personally appeared before me ___________________________ to me known to be=
the
individual described in and who executed the foregoing instrument, and
acknowledged that ____ signed the same as a free and voluntary act and deed,
for the uses and purposes therein mentioned.
= Given my hand and official seal this ______day of _____________, 20______.<= o:p>
=
&nb=
sp; =
&nb=
sp; =
&nb=
sp;
________________________________
=
&nb=
sp; =
&nb=
sp; =
&nb=
sp; =
Notary Public in and for the State of
=
&nb=
sp; =
&nb=
sp; =
&nb=
sp; =
=
&nb=
sp; =
&nb=
sp; =
&nb=
sp; =
Residing in _____________________
EXHIBIT A
GENERAL TERMS AND
CONDITIONS.
ACCESS TO DATA
-- In compliance with chapter 39.29 RCW, the CONSULTANT shall provide acces=
s to
data generated under this contract to PORT and its duly authorized agents a=
t no
additional cost. This includes
access to all information that supports the findings, conclusions, and
recommendations of the CONSULTANT’s reports, including computer models
and methodology for those models.
ADVANCE PAYMENTS PROHIBITED -- No payments in advance of or in
anticipation of goods or services to be provided under this contract shall =
be
made by the PORT.
AMENDMENTS
-- This contract may be amended by mutual agreement of the parties. Such amendments shall not be bindi=
ng
unless they are in writing and signed by personnel authorized to bind each =
of
the parties.
ASSIGNMENT –
The work to be provided under this contract, and any claim arising thereund=
er,
is not assignable or delegable by either party in whole or in part, without=
the
express prior written consent of the other party, which consent shall not be
unreasonably withheld.
ATTORNEYS’ FEES – In the event of litigation or other act=
ion
brought to enforce contract terms, the prevailing party shall be entitle=
d to
award of its reasonable attorney fees and costs.
CONFIDENTIALITY / SAFEGUARDING OF INFORMATION - The use or disclosure by any party of any information concerning t=
he
PORT, designated confidential by the PORT, which is not otherwise in the pu=
blic
domain, for any purpose not directly connected with the administration of t=
he
PORT's or the CONSULTANT's responsibilities with respect to services provid=
ed
under this Contract is prohibited except by written consent of the PORT or =
its
attorney.
CONFLICT OF INTEREST – Notwithstanding any determination by the Executive Ethics
Board or other tribunal, the PORT may, in its sole discretion, by written
notice to the CONSULTANT terminate this contract if it is found after due
notice and examination by the Agent that there is a violation of the Code of
Ethics for Municipal Officers-Contract Interests, Chapter 42.23 RCW; the Et=
hics
in Public Service Act, Chapter 42.52 RCW; or any similar statute involving =
the
CONSULTANT in the procurement of, or services under this contract.
If this contract is terminated as provided above=
, the
PORT shall be entitled to pursue the same remedies against the CONSULTANT a=
s it
could pursue in the event of a breach of the contract by the CONSULTANT.
COVENANT AGAINST CONTINGENT FEES -- The CONSULTANT warrants that no person or se=
lling
agent has been employed or retained to solicit or secure this contract upon=
an
agreement or understanding for a commission, percentage, brokerage or
contingent fee, excepting bona fide employees or bona fide established agen=
ts
maintained by the CONSULTANT for the purpose of securing business. The PORT shall have the right, in =
the
event of breach of this clause by the CONSULTANT, to annul this contract
without liability or, in its discretion, to deduct from the contract price =
or
consideration or recover by other means the full amount of such commission,
percentage, brokerage or contingent fee.
DEFINITIONS
-- As used throughout this contract, the following terms shall have the mea=
ning
set forth below:
A. =
"PORT"
shall mean the
B. <=
/span>"AGENT"
shall mean the Executive Director,
C. <=
/span>"CONSULTANT"
shall mean that financial institution performing service(s) under this
contract, and shall include all employees of the CONSULTANT
GOVERNING LAW
-- This Contract shall be governed by the laws of the State of
INDEMNIFICATION
– CONSULTANT agrees to hold PORT harmless, and to indemnify and defend
PORT against any and all claims of third parties arising out of CONSULTANT's
negligent performance under this Agreement, provided however, that the
CONSULTANT shall not be required to so indemnify the PORT against liability=
for
damages caused by or resulting from the sole negligence of the PORT, its ag=
ents
or employees; and provided further that if such damages are caused by or re=
sult
from the concurrent negligence of the PORT or its agents or employees and of
the CONSULTANT or its agents, consultants or employees, then the CONSULTANT=
's
indemnity shall be limited to the extent of the negligence by the CONSULTAN=
T or
its agents, consultants or employees.
INDEPENDENT CAPACITY OF THE CONSULTANT -- The parties intend that an independent contr= actor relationship will be created by this contract. The CONSULTANT and its employees or agents performing under this contract are not employees or agents of the PORT. The CONSULTANT will not= hold itself out as or claim to be an officer or employee of the PORT by reason hereof, = nor will the CONSULTANT make any claim of right, privilege or benefit which wou= ld accrue to such employee under law. Conduct and control of the work will be solely with the CONSULTANT.<= o:p>
INDUSTRIAL INSURANCE COVERAGE – The CONSULTANT shall comply w=
ith
the provisions of Title 51 RCW, Industrial Insurance. Prior to performing work under this
contract, the CONSULTANT shall provide or purchase industrial insurance
coverage for the CONSULTANT’s employees, as may be required of an
“employer” as defined in Title 51 RCW, and shall maintain full
compliance with Title 51RCW during the course of this contract. If the CONSULTANT fails to provide
industrial insurance coverage or fails to pay premiums or penalties on beha=
lf
of its employees as may be required by law, the PORT may collect from the
CONSULTANT the full amount payable to the Industrial Insurance accident
fund. The PORT may deduct the
amount owed by the CONSULTANT to the accident fund from the amount payable =
to
the CONSULTANT by the PORT under this contract, and transmit the deducted
amount to the Department of Labor and Industries, Division of Insurance
Services. This provision does=
not
waive any of L&I’s rights to collect from the CONSULTANT. CONSULTANT agrees to defend, indemn=
ify,
and hold the Port harmless from all liability or expense (including
litigation), damages, claims, and liabilities arising from or connected to =
the
presence of CONSULTANT’S employees on Port premises under this contra=
ct.
CONSULTANT acknowledges that it expressly and specifically waives immunity
under the industrial insurance statute of the state of Washington, Title 51
RCW, for purposes of this indemnification provision and further acknowledges
that this waiver was mutually negotiated by the parties.
LICENSING -- The
CONSULTANT shall comply with all applicable local, state, and federal laws =
and licensing,
requirements, necessary for the performance of this contract.
LIMITATION OF AUTHORITY – Only the Agent shall have the express,
implied, or apparent authority to alter, amend, modify, or waive any clause=
or
condition of this contract on behalf of the Port. Furthermore, any alteration, amend=
ment,
modification, or waiver or any clause or condition of this contract is not
effective or binding unless made in writing and signed by the Agent.
NONDISCRIMINATION - During the performance of this Contract, the CONSULTANT shall co=
mply
with all applicable federal and state nondiscrimination laws, regulations a=
nd
policies. Those requirements are hereby incorporated by reference and inclu=
de,
but are not limited to:
A. No=
ndiscrimination
in Employment: The
CONSULTANT shall not discriminate against any employee or applicant for
employment because of race, color, sex, religion, national origin, creed,
marital status, age, or the presence of any sensory, mental or physical
handicap.
B. <=
/span>Nondiscrimination
in Business Services: The CONSULTANT shall not, on grounds of race, col=
or,
sex, religion, national origin, creed, marital status, age or the presence =
of
any sensory, mental or physical handicap:
1. Deny an
individual any services or other benefits provided to the public.
2. Provide
any service(s) or other benefits to an individual which are different, or a=
re
provided in a different manner from those provided to other members of the
public.
3. Subject
an individual to segregation or separate treatment in any manner related to=
the
receipt of any service(s) or other benefits provided to other members of the
public.
PUBLICITY --
The CONSULTANT agrees to submit to the PORT all advertising and publicity
matters relating to this Contract which, in the PORT’s judgment,
PORT’s name can be implied or is specifically mentioned. The CONSULTANT agrees not to publi=
sh or
use such advertising and publicity matters without the prior written consen=
t of
the PORT.
RECORDS MAINTENANCE -- The CONSULTANT shall maintain complete financial reco=
rds
relating to this contract and the services rendered including all books, re=
cords,
documents, magnetic media, receipts, invoices and other evidence relating to
this contract and performance of the services described herein, including b=
ut
not limited to, accounting procedures and practices which sufficiently and
properly reflect all direct and indirect costs of any nature expended in the
performance of this contract.
CONSULTANT shall retain such records for a period of six years follo=
wing
the date of final payment. At=
no
additional cost, these records, including materials generated under the
contract, shall be subject at all reasonable times to inspection, review, or
audit by the PORT, the Office of the State Auditor, and federal and state
officials so authorized by law, rule, regulation, or agreement.
If any litigation, claim or audit is started bef=
ore
the expiration of the six (6) year period, the records shall be retained un=
til
all litigation, claims, or audit findings involving the records have been
resolved.
REGISTRATION WITH DEPARTMENT OF REVENUE -- The CONSULTANT shall complete
registration with the Washington State Department of Revenue and be respons=
ible
for payment of all taxes due on payments made under this contract.
RIGHT OF INSPECTION -- The CONSULTANT shall provide right of access to its
facilities to the PORT, or any of its officers, or to any other authorized
agent or official of the state of Washington or the federal government, at =
all
reasonable times, in order to audit, monitor, or evaluate performance,
compliance, and/or quality assurance under this contract.
SAVINGS -- If
funding from state, federal, or other sources is withdrawn, reduced, or lim=
ited
in any way after the effective date of this contract and prior to normal
completion, the PORT may terminate the contract under the "Termination=
for
Convenience" clause, without the ten day notice requirement, subject to
renegotiation at the PORT’s discretion under those new funding
limitations and conditions.
SEVERABILITY
– The provisions of this contract are intended to be severable. If any term or provision is illega=
l or
invalid for any reason whatsoever, such illegality or invalidity shall not
affect the validity of the remainder of the contract.
SITE SECURITY –
While on PORT premises, CONSULTANT, its agents, employees, or sub-consultan=
ts
shall conform in all respects with physical, fire or other security
regulations.
SUBCONTRACTING
-- The CONSULTANT shall not enter into subcontracts for any of the work
contemplated under this Contract without obtaining prior written approval of
the
TAXES
– All payments accrued on account of payroll taxes, unemployment
contributions, any other taxes, insurance or other expenses for the CONSULT=
ANT
or its staff shall be the sole responsibility of the CONSULTANT.
TERMINATION FOR CAUSE – In the event the PORT determines the
CONSULTANT has failed to comply with the conditions of this contract in a
timely manner, the PORT has the right to suspend or terminate this
Contract. This PORT shall not=
ify
the CONSULTANT in writing of the need to take corrective action. If corrective action is not taken =
within
3 days, the contract may be terminated.&nb=
sp;
The PORT reserves the right to suspend all or part of the contract,
withhold further payments, or prohibit the CONSULTANT from incurring additi=
onal
obligations of funds during investigation of the alleged compliance breach =
and
pending corrective action by the CONSULTANT or a decision by the PORT to
terminate the contract.
In the event of termination, the CONSULTANT shal=
l be
liable for damages as authorized by law including, but not limited to, any =
cost
difference between the original contract and the replacement or cover contr=
act
and all administrative costs directly related to the replacement contract, =
e.g.
cost of the competitive bidding, mailing, advertising and staff time. The termination shall be deemed to=
be a
“Termination for Convenience” if it is determined that the
CONSULTANT: (1) was not in default, or (2) failure to perform was outside of
his or her control, fault or negligence.&n=
bsp;
The rights and remedies of the PORT provided in this contract are not
exclusive and are in addition to any other rights and remedies provided by =
law.
TERMINATION FOR CONVENIENCE --, The PORT may, by 10 days written notice,
terminate this contract, in whole or in part. If this contract is so terminated,=
the
PORT shall be liable only for payment required under the terms of this cont=
ract
for services rendered or goods delivered prior to the effective date of ter=
mination.
TERMINATION PROCEDURES -- Upon termination of this contract, the PORT,=
in
addition to any other rights provided in this contract, may require the
CONSULTANT to deliver to the PORT any property specifically produced or
acquired for the performance of such part of this contract as has been term=
inated. The provisions of the "Treatm=
ent of
Assets" clause shall apply in such property transfer.
The PORT shall pay to the CONSULTANT the agreed =
upon
price, if separately stated, for completed work and services accepted by the
PORT, and the amount agreed upon by the CONSULTANT and the PORT for (i)
completed work and services for which no separate price is stated, (ii)
partially completed work and services, (iii) other property or services whi=
ch
are accepted by the PORT, and (iv) the protection and preservation of prope=
rty,
unless the termination is for default, in which case the PORT shall determi=
ne
the extent of the liability of the PORT. The PORT may withhold =
from
any amounts due the CONSULTANT such sum as the PORT determines to be necess=
ary
to protect the PORT against potential loss or liability.
The rights and remedies of the PORT provided in =
this
section shall not be exclusive and are in addition to any other rights and
remedies provided by law or under this contract.
TREATMENT OF ASSET=
S – A. Title to all property furnished by t=
he
PORT shall remain in the PORT.
B. <=
/span>Any
property of the PORT furnished to the CONSULTANT shall, unless otherwise
provided herein or approved by the PORT, be used only for the performance of
this contract.
C. <=
/span>The
CONSULTANT shall be responsible for any loss or damage to property of the P=
ORT
which results from the negligence of the CONSULTANT or which results from t=
he
failure on the part of the CONSULTANT to maintain and administer that prope=
rty
in accordance with applicable laws, regulations, or sound management practi=
ces.
D. =
If any
PORT property is lost, destroyed or damaged, the CONSULTANT shall immediate=
ly
notify the PORT and shall take all reasonable steps to protect the property
from further damage.
E. <=
/span>The
CONSULTANT shall surrender to the PORT all property of the PORT prior to
settlement upon completion, termination or cancellation of this contract.
F. <=
/span>All
reference to the CONSULTANT under this clause shall also include CONSULTANT=
's
employees or agents.
WAIVER --
Waiver of any default or breach shall not be deemed to be a waiver of any
subsequent default or breach. Any
waiver shall not be construed to be a modification of the terms of this
contract unless stated to be such in writing and signed by the PORT.
END OF EXHIBIT A
GUIDE TO PERSONAL SERVICE CONTRACTING