1-RFQ 550-0626-1 Hospitality Legal Services.pdf

REQUEST for QUALIFICATIONS (RFQ):

Hospitality Legal Services

RFQ No. 550-0626-1

June 8, 2026

Seattle Convention Center

Seattle, Washington

SUBMITTAL DEADLINE:

Thursday, July 2, 2026, 3:00 pm local time in Seattle, Washington

SUBMITTAL DELIVERY ADDRESS:

seattleconventioncenter.bonfirehub.com

EXPECTED PERFORMANCE PERIOD:

The period of performance for any contract resulting from this solicitation is expected to begin on or about August 1, 2026, and end on July 31, 2029. The SCC reserves the right at its discretion to ex-tend the contract for a period of time to be specified.

CONTRACTOR ELIGIBILITY:

This procurement is open to all service providers/consultants who satisfy the minimum qualifica-tions stated herein and that are available for work in Washington State.

https://seattleconventioncenter.bonfirehub.com/

RFQ 550-0626-1 Hospitality Legal Services

1. INTRODUCTION

1.1. PURPOSE & BACKGROUND

1.2. OBJECTIVE & SCOPE

1.3. MINIMUM QUALIFICATIONS

1.4. PERIOD OF PERFORMANCE

1.5. DEFINITIONS

1.6. ADA

2. GENERAL INFORMATION

2.1. RFQ COORDINATOR

2.2. ESTIMATED SCHEDULE OF SOLICITATION ACTIVITIES

2.3. PRE-SUBMITTAL CONFERENCE & QUESTIONS REGARDING THE SOLICITATION

2.4. REVISIONS TO THE RFQ

2.5. PROPRIETARY INFORMATION & PUBLIC DISCLOSURE

2.6. MINORITY- & WOMEN-OWNED BUSINESS PARTICIPATION

2.7. SUBMISSION OF QUALIFICATIONS

2.8. RESPONSIVENESS

2.9. CONTRACT INSTRUMENT & GENERAL TERMS AND CONDITIONS

2.10. COSTS TO SUBMIT

2.11. NO OBLIGATION TO CONTRACT

2.12. INSURANCE COVERAGE

3. SUBMITTAL FORM & CONTENTS

3.1. LETTER OF SUBMITTAL

3.2. PROFESSIONAL QUALIFICATIONS

3.3. GENERAL FIRM QUALIFICATIONS

3.4. SUPPLEMENTAL INFORMATION

4. QUALIFICATIONS EVALUATION & CONTRACT AWARD

4.1. SUBMITTAL EVALUATION PROCEDURE

4.2. INTERVIEWS

4.3. NOTIFICATION TO SUBMITTERS

4.4. DEBRIEFING OF UNSUCCESSFUL SUBMITTERS

4.5. PROTEST PROCEDURE

5. SUPPORTING MATERIALS

5.1. ATTACHMENT A – CONTRACT FORM

5.2. ATTACHMENT B – GENERAL TERMS AND CONDITIONS

5.3. ATTACHMENT C – SCOPE OF WORK

1. INTRODUCTION

1.1. PURPOSE & BACKGROUND

The Washington State Convention Center, a King County public facilities district DBA Seattle Conven-tion Center (SCC), in accordance with its authority under Chapter 36.100 RCW and its procurement policy and procedures, has issued this Request for Qualifications (RFQ) to identify firms and individ-uals interested in and qualified to provide specialized legal services supporting the Seattle Conven-tion Center’s operations, with demonstrated experience representing convention centers, hotels, destination marketing organizations, and related public or quasi-public entities. The SCC intends to enter into contract negotiations with the submitting firm or firms considered to have the highest level of qualification for the SCC engagement.

1.2. OBJECTIVE & SCOPE

Consultant will provide specialized legal services supporting the Seattle Convention Center’s opera-tions, with demonstrated experience representing convention centers, hotels, destination marketing organizations, and related public or quasi-public entities. The specific and detailed Scope of Work under this solicitation is contained in Attachment C to the RFQ.

1.3. MINIMUM QUALIFICATIONS

The successful Submitter must have no less than five (5) years of experience in hospitality law of a scope similar to the SCC requirement, and must be licensed/registered to do business in the State of Washington, as applicable.

1.4. PERIOD OF PERFORMANCE

The period of performance of any contract(s) resulting from this RFQ is anticipated to begin on or about August 1, 2026, and to end no later than July 31, 2029. The SCC reserves the right in its sole discretion to extend the performance period two (2) additional one-year terms, in accordance with the terms of the Contract.

1.5. DEFINITIONS

Definitions for the purposes of this RFQ include:

Contractor – Individual or firm that is awarded a written and fully executed for providing the services described herein.

RCW and WAC – The “Revised Code of Washington” and the “Washington Administrative Code”, respectively, which together provide the statutory and regulatory framework for SCC procure-ments.

Submittal – A formal statement of qualifications offered in response to this solicitation.

Submitter – The individual or firm submitting a statement of qualifications in order to attain a contract with the SCC.

SCC – The Washington State Convention Center Public Facilities District DBA Seattle Convention Center is the governmental entity issuing this RFQ.

1.6. ADA

The SCC complies with the Americans with Disabilities Act (ADA). Potential Submitters may contact the RFQ Coordinator to receive this RFQ in Braille or on tape. The SCC is a fully accessible facility.

2. GENERAL INFORMATION

2.1. RFQ COORDINATOR

All communication between potential Submitters and the SCC shall be with the RFQ Coordinator, as follows:

Name John McCarthy, Buyer Address 705 Pike Street Seattle, WA 98101-2310 Phone Number (206) 670-8570 Fax Number (206) 694-5017 E-mail Address john.mccarthy@seattleconventioncenter.com

Submitters are to rely on written statements issued by the RFQ Coordinator; any other communica-tions will be considered unofficial and non-binding on the SCC. The SCC reserves the right to appoint an alternate RFQ Coordinator during the solicitation process, as may be necessary and convenient.

2.2. ESTIMATED SCHEDULE OF SOLICITATION ACTIVITIES

Issue Request for Qualifications June 8, 2026 Last date for questions regarding RFQ June 22, 2026 Issue final addendum to RFQ (if applicable) June 25, 2026 Submittals due 3 PM July 2, 2026 Evaluate Submittals July 6-9, 2026 Conduct interviews with finalists, if required July 14-15, 2026 Announce apparent successful Submitter and send notification via e-mail to unsuccessful Submitters July 16, 2026

Negotiate contract July 16-23, 2026 Begin contract work August 1, 2026

The SCC reserves the right to revise the above schedule.

2.3. PRE-SUBMITTAL CONFERENCE & QUESTIONS REGARDING THE SOLICITATION

No pre-submittal conference for this solicitation will be conducted. Written questions may be sub-mitted via the SCC's electronic procurement platform Bonfire at seattleconvention-center.bonfirehub.com no later than the close of business on June 22, 2026. A statement of any questions received and the SCC response(s) in the form of an addendum to the RFQ will be issued no later than the close of business on June 25, 2026.

2.4. REVISIONS TO THE RFQ

In the event it becomes necessary to revise any part of this RFQ, one or more addenda to the solici-tation will be issued. The SCC also reserves the right to cancel or to reissue the RFQ in whole or in part, prior to execution of a contract.

2.5. PROPRIETARY INFORMATION & PUBLIC DISCLOSURE

All Submittals received under this RFQ shall remain confidential until a contract, if any, resulting from this solicitation is executed by the SCC and the apparent successful Submitter; thereafter, the Submittals shall be deemed public records as defined in Chapter 42.56 RCW.

mailto:john.mccarthy@seattleconventioncenter.com

Any information in a Submittal that the Submitter desires to claim as proprietary and exempt from disclosure under the provisions of RCW 42.56 must be clearly designated. The page on which such proprietary information appears must be identified by the word “Confidential” printed on the lower right-hand corner.

The SCC bases all disclosure of its records on State statute, relying on advice of legal counsel. If any information is marked as confidential in the Submittal, such information will not be made available to the public until the affected Submitter has been given a reasonable opportunity to seek a court order barring the disclosure.

All requests for public records should be directed to the SCC Administrative Records Manager at publicrecords@seattlecc.com. A charge is made to the requestor for electronic media, hard copies and/or shipping of disclosed public documents, as outlined in RCW 42.56.120. No fee is charged for inspection of contract files, but reasonable notice may be required.

2.6. MINORITY- & WOMEN-OWNED BUSINESS PARTICIPATION

In accordance with the legislative findings and policies set forth in Chapter 39.19 RCW, the SCC strongly encourages participation in all of its contracts by minority- and women-owned, small and otherwise disadvantaged businesses. MWBE firms may be certified by the Washington State Office of Minority and Women’s Business Enterprises (OMWBE), or may be self-identified. Participation may be either on a direct basis in response to this solicitation or on a subcontractor/subconsultant basis. However, no preference will be included in the evaluation of Submittals, no minimum level of MWBE participation shall be required as a condition for receiving an award, and Submittals will not be rejected or considered non-responsive on that basis.

The established participation goals under this solicitation are ten (10) percent and six (6) percent for MBEs and WBEs, respectively. These goals are voluntary, but Submitters are encouraged to meet or exceed them. Submitters may contact OMWBE at www.omwbe.wa.gov to obtain information on certified firms for potential teaming opportunities.

2.7. SUBMISSION OF QUALIFICATIONS

Qualifications statements may be submitted in hardcopy or electronically, but may not be transmit-ted via facsimile.

If submitting electronically, the following information is applicable. Submitters submitting electroni-cally may do so by uploading required documents through the SCC's electronic procurement plat-form Bonfire at seattleconventioncenter.bonfirehub.com. Submittals must be submitted no later than 3 PM local time in Seattle on July 2, 2026. The SCC will accept no responsibility for problems encountered in the submittal process.

If submitting in hard copy, the following information is applicable. Submitters are required to pro-vide one (1) copy of their qualifications statement. The Submittal, whether mailed or hand-delivered, must be received by the SCC no later than 3 PM local time in Seattle on July 2, 2026. The packet is to be sent to the RFQ Coordinator at the address noted in Section 2.1, above. The submit-tal package should be clearly marked to the attention of the RFQ Coordinator and should include the notation “RFQ Submittal for Hospitality Legal Services”.

mailto:publicrecords@seattlecc.com http://www.omwbe.wa.gov/

Submitters mailing packets should allow for normal mail delivery schedules to ensure timely receipt of their materials by the RFQ Coordinator. Hand-delivered Submittals will only be accepted at the reception desk, SCC Level 2 Administrative Offices, 705 Pike Street, Seattle. Submitters assume all risk for the method of delivery chosen; the SCC will accept no responsibility for delays caused by any delivery service or external circumstance, e.g., traffic congestion.

Submitters are specifically advised that as to qualifications Submittal:

1. Late Submittals will not be accepted and will be automatically disqualified from further con-sideration.

2. The Submittal must respond to the solicitation requirements set forth herein. Failure to re-spond to any portion of this solicitation or failure to submit any documentation or certifica-tion required by this RFQ may result in rejection of the entire Submittal as being non-responsive.

3. The Submittal must be complete, must stand on its own merits, and should not respond by referring to material presented elsewhere.

4. A concise and well-thought-out Submittal is more advantageous to the Submitter than a vo-luminous one.

5. All materials submitted in response to this solicitation shall become the property of the SCC and will not be returned.

2.8. RESPONSIVENESS

All Submittals will be reviewed by the RFQ Coordinator to determine compliance with administrative requirements and instructions specified in the RFQ. The SCC reserves the right, however, at its sole discretion to waive minor irregularities in the Submittals received.

2.9. CONTRACT INSTRUMENT & GENERAL TERMS AND CONDITIONS

The apparent successful Submitter will be expected to enter into good-faith negotiations with the intent of consummating a contract that is substantially the same as the contract instrument and general terms and conditions included as attachments to this RFQ. In no event will the SCC entertain Submitter’s own standard contract terms and conditions in response to this solicitation. The Submit-ter may propose contract exceptions with the Submittal package; the SCC will review any requested exceptions and accept or reject them in its sole discretion.

The Submitter should be prepared to accept this RFQ document and its Submittal for incorporation into the agreement. It is also understood that the Submittal sill become part of the SCC’s official procurement file.

If the apparent successful Submitter fails to execute an agreement for the services solicited herein within fifteen (15) days of notice of award, the SCC reserves the right to enter into contract negotia-tions with the next most highly qualified Submitter, or to cancel the solicitation or to call for new submittals, in its sole discretion.

2.10. COSTS TO SUBMIT

The SCC will not be liable for any costs incurred by the Submitter in preparation of a qualifications statement in response to this RFQ, in conduct of an interview or presentation, or any other activities related to responding to the RFQ.

2.11. NO OBLIGATION TO CONTRACT

Issuance of this RFQ does not obligate the SCC to contract in whole or in part for services specified herein.

2.12. INSURANCE COVERAGE

The successful Submitter shall be required, at its own expense, to obtain insurance coverage, which coverage shall be maintained in full force and effect during the term of any contract resulting from this solicitation. Specific insurance requirements are contained in the contract form provided as part of this RFQ.

3. SUBMITTAL FORM & CONTENTS

Written qualifications statements must be prepared on letter-size (8-1/2 x 11 inch) paper with tabs separating the major sections of the Submittal; electronic Submittals are to be formatted analogous-

ly. The major sections of the Submittal are to be in the order noted below:

1. Signed Letter of Submittal

2. Professional Qualifications

3. General Firm Qualifications

4. Supplemental Information

Submitters are encouraged to use double-sided printing and recyclable materials, and are asked to refrain from submitting RFQ responses in binders or using non-recyclable presentation materials.

3.1. LETTER OF SUBMITTAL

The Letter of Submittal must be signed and dated by a person authorized to legally bind the Submit-ter to a contractual relationship, e.g., the President or Executive Director if a corporation. This intro-ductory letter should convey the Submitter’s interest in the engagement, and highlight particular strengths of the proposed service provider. In addition, it is to include by attachment the following information about the Submitter and any proposed subcontractors:

1. Name, address, principal place of business, telephone number, and fax number/e-mail ad-dress of legal entity or individual with whom the contract would be written.

2. Name, address, and telephone number of the principal officer(s) (President, Vice President, Treasurer, Chairperson of the Board of Directors, etc.).

3. Legal status of the Submitter (sole proprietorship, partnership, corporation, etc.) and the year the entity was organized to do business as it now substantially exists.

4. Federal Employer Tax Identification number or Social Security number and the Washington Uniform Business Identification (UBI) number as issued by the Washington State Depart-ment of Revenue.

5. Location of the facility from which the Contractor would operate.

6. Identification of any current or former SCC employees on the firm’s governing board or in a management position as of the date of the Submittal. Include their position and responsibili-ties within the Submitter’s organization. If following a review of this information, it is de-termined by the SCC that a conflict of interest exists, the Submitter may be disqualified from further consideration for the award of a contract.

3.2. PROFESSIONAL QUALIFICATIONS

Complete this section for any key person proposed to actively provide services hereunder. Note that by such inclusion, Submitter is committing that said staff will actually be available to provide ser-vices. Any key staff substitutions following Contract execution must have the prior approval of the SCC. Include for each resume:

1. Name of professional

2. Role in the project

3. SCC-specific qualifications – information on any experience or background directly relevant to the SCC’s circumstances, including:

a. Advising convention centers, hotels, destination marketing organizations, public as-sembly venues, or related public or quasi-public entities.

b. Drafting, reviewing, and negotiating hospitality-related agreements, including event and facility use agreements and other vendor, service, sponsorship, lease, or license contracts.

c. Handling key regulatory and operational matters such as ADA/accessibility, liquor li-censing, health and safety, permitting, and data privacy issues relevant to venue op-erations.

d. Supporting disputes, claims, or litigation-related matters involving contracts, pa-trons, exhibitors, vendors, insurance, or employment issues.

4. Years’ experience – total years of relevant experience and years of experience with current firm.

5. Education – information on the highest relevant academic degrees received and area(s) of specialization for each degree, if applicable.

6. Relevant consultancies – information on up to three (3) engagements in which the person had a significant role that demonstrates the person’s capability relevant to his/her proposed role in the project. Include project title and location, brief description, specific role, year completed and contract name and contact information, as applicable.

7. Other professional qualifications – information on any other professional qualifications rele-vant to the project, such as publications, organizational memberships, certifications, train-ing, awards.

3.3. GENERAL FIRM QUALIFICATIONS

Provide the following:

1. Team qualifications/experience – indicate the experience the Submitter and any subcontrac-tors have in the following areas:

a. Representation of convention centers, hotels, destination marketing organizations, and related public or quasi-public entities.

b. General legal advisory services for hospitality and venue operations, including inter-pretation of applicable laws, regulatory compliance, and legal risk management.

c. Drafting, reviewing, negotiating, and enforcing the range of contracts contemplated by this RFQ, including event, facility use, vendor, sponsorship, lease, and service agreements.

d. Compliance matters relevant to the Scope of Work, including accessibility, liquor li-censing, health and safety, permitting, privacy, and related operational require-ments.

e. Dispute resolution, claims management, and litigation-related matters, as well as real estate or facilities matters relevant to convention center operations.

2. Provide any other relevant experience that indicates the qualifications of the Submitter, and any subcontractors, for the performance of the potential contract.

3. Include a list of no more than five (5) contracts the Submitter has had during the last ten

(10) years that relate to its ability to perform the services solicited under this RFQ. List con-tract reference numbers, contract period of performance, contact persons, telephone num-bers/e-mail addresses, and fax numbers, and briefly describe the type of service provided.

The Submitter and staff proposed to provide the services must grant permission to the SCC to contact references. Do not include current SCC staff as references. References will be contacted and scored for the top-ranking Submittal(s) only.

4. If the Submitter or any subcontractor has contracted with the SCC during the past 24 months, indicate the contract number and project description and/or other information available to identify the contract.

5. If the Submitter’s staff or subcontractor’s staff was an employee of the SCC during the past 24 months, or is currently a SCC employee, identify the individual by name, the job title or position held and separation date, as applicable.

6. If the Submitter has had a contract terminated for default in the last five years, describe such incident. Termination for default is defined as notice to stop performance due to the Submitter’s non-performance or poor performance, wherein the issue of performance was either (a) not litigated due to inaction on the part of the Submitter, or (b) litigated and such litigation determined that the Submitter was in default.

7. Provide full details of the terms for default including the other party's name, address, and phone number. Present the Submitter’s position on the matter. The SCC will evaluate the facts as presented and may, at its sole discretion, reject the Submittal on the grounds of the past experience. If no such termination for default has been experienced by the Submitter in the past five (5) years, so indicate.

8. OMWBE Certification (Optional) - include evidence of certification issued by the Washington State Office of Minority and Women’s Business Enterprises (OMWBE) if certified minority-and/or women-owned firm(s) are proposed to participate in this project.

3.4. SUPPLEMENTAL INFORMATION

Provide the following:

1. Details on how Submitter’s firm proposes to organize and carry out the Scope of Work.

2. Submitter’s standard billing rates for professional services.

4. QUALIFICATIONS EVALUATION & CONTRACT AWARD

4.1. SUBMITTAL EVALUATION PROCEDURE

Responsive Submittals received by the published deadline will be evaluated in accordance with the requirements stated in the solicitation and any addenda issued. The evaluation of qualifications shall be accomplished by a review team to be designated by the SCC, which will determine the ranking of the Submittals. The RFQ Coordinator may contact a Submitter for clarification of any portion of the respective qualifications. References may be contacted for the top-ranking Submittals.

4.2. INTERVIEWS

The SCC, at its sole discretion, may select the top-ranking finalist(s) from the initial evaluation for an interview process prior to final determination of contract award. Should the SCC elect to hold inter-views, it will contact the selected Submitter(s) to schedule a date, time and location. Commitments made by a Submitter at the interview, if any, will be considered binding.

4.3. NOTIFICATION TO SUBMITTERS

Firms whose Submittals have not been selected for further negotiation or award will be notified via e-mail.

4.4. DEBRIEFING OF UNSUCCESSFUL SUBMITTERS

Upon request, a debriefing conference will be scheduled with an unsuccessful Submitter. The re-quest for a debriefing conference must be received by the RFQ Coordinator within three (3) business days after the notification of an unsuccessful Submitter is provided to the Submitter. The debriefing will be held within three (3) business days of the request, if practicable. Debriefing conferences may be conducted by telephone, and will be scheduled for a maximum of one half-hour.

4.5. PROTEST PROCEDURE

Submitters protesting this procurement shall follow the procedures described below; protests that do not follow these procedures will not be considered. This procedure constitutes the sole adminis-trative remedy available regarding this solicitation, and is available only to those Submitters who provided a response to this solicitation document and who have participated in a debriefing confer-ence.

Upon completing the debriefing conference, the Submitter is allowed three (3) business days to file a protest with the RFQ Coordinator. Protests may be submitted by e-mail. All protests must be in writing and signed by the protesting party or by an authorized agent, e.g., legal counsel. The protest must state the grounds for the protest with specific facts and complete statements of the action(s) being protested. A description of the relief or corrective action being requested should also be in-cluded. All protests shall be addressed to the RFQ Coordinator.

Only protests stipulating an issue of fact concerning the following subjects shall be considered:

1. A matter of bias, discrimination or conflict of interest on the part of an evaluator; and/or

2. Non-compliance with procedures described in the procurement document or with SCC poli-cy.

Protests will be rejected as without merit if they address issues such as: 1) an evaluator’s judgment on the quality of a Submittal, or 2) SCC’s assessment of its own needs or requirements.

Upon receipt of a protest, a protest review will be held by the SCC. The SCC President/CEO or an employee delegated by the President who was not involved in the solicitation process will consider the record and all available facts and issue a decision within five (5) business days of receipt of the protest. If additional time is required, the protesting party will be notified of the delay.

In the event a protest may affect the interests of another Submitter under the RFQ, such Submitter will be given an opportunity to state its views and provide any relevant information on the protest to the RFQ Coordinator.

The final determination of the protest shall:

Find the protest lacking in merit and uphold the SCC’s action; or Find only technical or harmless errors in the SCC’s acquisition process and determine the SCC to be in substantial compliance, and therefore reject the protest; or Find merit in the protest and provide the SCC options which may include:

– Correct the errors and re-evaluate all submittals, and/or

– Reissue the solicitation document and begin a new process, or

– Make other findings and determine other courses of action as appropriate.

If the SCC determines that the protest is without merit, the SCC will enter into a contract with the apparent successful Submitter. If the protest is determined to have merit, one of the alternatives noted in the preceding paragraph will be taken.

5. SUPPORTING MATERIALS

5.1. Attachment A – Contract Form

5.2. Attachment B – General Terms and Conditions

5.3. Attachment C – Scope of Work

ATTACHMENT A to RFQ for HOSPITALITY LEGAL SERVICES

CONTRACT FORM

ATTACHMENT A to

CONTRACT FORM

THIS CONTRACT is made and entered into by and between the Washington State Convention Center ("SCC"), a King County public facilities district DBA Seattle Convention Center located at 705 Pike Street, Seattle, Washington, 98101-2310, and [Contractor name TBD] (“Contractor”), a [legal form TBD] located at [Contractor address TBD], for the purpose of providing the services and/or products described herein.

RECITALS

WHEREAS the SCC, in accordance with its procurement authority under Title 36 RCW, issued a Request for Qualifications (“RFQ”) dated June 8, 2026 (Exhibit C) for the purpose of provide specialized legal ser-vices supporting the Seattle Convention Center’s operations, and

WHEREAS Contractor submitted a timely response to the SCC’s RFQ (Exhibit D), and

WHEREAS the SCC evaluated all properly submitted responses to the above-referenced RFQ and identified Contractor as the apparent successful Submitter, and has further determined that entering into a contract with the Contractor will meet SCC’s needs and will be in its best interest, NOW THEREFORE the SCC awards to Contractor this Contract for Hospitality Legal Services.

IN CONSIDERATION of the mutual promises as hereinafter set forth, the parties agree as follows:

PURPOSE

The purpose of this Contract is to provide specialized legal services supporting the Seattle Convention Center’s operations, with demonstrated experience representing convention centers, hotels, destination marketing organizations, and related public or quasi-public entities.

SCOPE OF WORK

A. Exhibit A, attached hereto and incorporated by reference, contains the General Terms and Condi-tions governing work to be performed under the Contract, the nature of the working relationship between the SCC and the Contractor, and specific obligations of both parties.

B. The Contractor will provide services and staff, and otherwise do all things necessary for or incidental to the performance of the Scope of Work, as set forth in Exhibit B to the Contract.

TERM

The period of performance under the Contract will be from August 1, 2026, through July 31, 2029. The SCC reserves the option to extend the Contract for (2) additional one-year terms upon written notice to

RFQ for HOSPITALITY LEGAL SERVICES – Attachment A, Contract Form

Attachment A - Contract Form the Contractor not less than thirty (30) days prior to the end of the then-current term. The total term of the Contract shall not exceed five (5) years.

COMPENSATION AND PAYMENT

Compensation

Compensation for the Scope of Work specified herein shall be on a time-and-expenses basis, not to exceed [compensation amount TBD ($TBD)], including any authorized subcontractor fees or reimbursable ex-penses. Services shall be billed at a rate [or rates] of [insert language governing charge rate(s), or include them as an attachment to the Contract], which rate [or rates] shall include all incidental expenses associ-ated with the Work. Any subcontractor rates and fee amounts shall be subject to the prior approval of

SCC.

Expenses

Contractor may receive reimbursement for travel and other expenses as identified below or as authorized in advance by the SCC as reimbursable. Such expenses may include: airfare (economy or coach class only), other transportation expenses, lodging and subsistence necessary during periods of required travel, print-ing and reprographics services, and express and courier delivery. Reimbursement rates shall be in accord-ance with prevailing State of Washington policy; a 10% service charge may be added to authorized reim-bursable expenses.

Billing and Payment

SCC will pay Contractor upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the SCC’s Finance Department at ap@seattlecc.com not more often than monthly. Contractor’s commercial invoice may be used as the invoice form, and shall contain a description of the work performed by category, to include hours worked and charge rates by person.

For expenses for which reimbursement has been authorized, Contractor may include such expenses on the monthly invoice, stating the expenses by category and amount. A receipt copy must accompany any single expense item in the amount of $50.00 or more.

Incomplete or incorrect invoices will be returned to the Contractor for correction and reissue. Payment shall be considered timely if made by the SCC within thirty (30) calendar days after receipt of a properly completed invoice. Payment shall be sent to the address designated by the Contractor. If the SCC fails to make timely payment, Contractor may invoice the SCC one percent (1%) per month on the amount owed or a minimum of one dollar ($1).

INSURANCE

Contractor shall, at all times during the term of the Contract and at its own cost and expense, maintain insurance of the types and amounts listed below. Failure to maintain the required insurance may result in the termination of the Contract at the SCC’s option.

mailto:ap@seattlecc.com

Within fifteen (15) days of Contract execution date, Contractor shall furnish the SCC with a certificate(s) of insurance, executed by a duly authorized representative of the insurer(s), showing compliance with the insurance requirements specified herein. If Contractor is self-insured, evidence of its status as a self-in-sured entity shall be provided to the SCC. If so requested, Contractor must describe and document its financial condition and the self-insured funding mechanism.

All insurance and surety bonds should be issued by companies admitted to do business within the State of Washington, having a rating of A-, Class VII or better in the most recently published edition of Best’s Reports. Any exception must be reviewed and approved by the SCC before work may begin under the Contract. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance must comply with Chapter 48.15 RCW and Chapter 284-15 WAC.

The SCC shall be provided with written notice before cancellation or non-renewal of any insurance policy referred to herein, in accordance with the following:

• Insurers subject to 48.18 RCW (Admitted and Regulated by the Insurance Commissioner). The insurer shall give the SCC forty-five (45) days advance notice of cancellation or non-renewal. If cancellation is due to non-payment of premium, the SCC shall be given ten (10) days advance notice of cancellation.

• Insurers subject to 48.15 RCW (Surplus lines). The SCC shall be given twenty (20) days advance notice of cancellation. If cancellation is due to non-payment of premium, the SCC shall be given ten (10) days advance notice of cancellation.

Contractor shall include all Subcontractors as insured under the required insurance policies, or shall fur-nish separate certificates of insurance and endorsements for each Subcontractor. All Subcontractors must comply fully with all insurance requirements stated herein. Failure of Subcontractors to comply with in-surance requirements, however, does not limit Contractor’s liability or responsibility under the Contract.

The SCC, including its appointed officials, agents and employees, shall be named as an additional insured on all general liability, excess and umbrella insurance policies. All insurance provided in compliance with the Contract shall be primary as to any other insurance or self-insurance programs afforded to or main-tained by the SCC.

By requiring insurance herein, the SCC does not represent that the coverage and limits specified will be adequate to protect the Contractor, and such coverage shall not limit Contractor’s liability under the in-demnities and reimbursements granted to the SCC under the Contract.

Specific coverage requirements are as follows:

1. Commercial General Liability (“CGL”) Insurance. Contractor shall maintain CGL insurance, and if necessary, commercial umbrella insurance, with a limit of not less than $1,000,000 per each oc-currence. If such CGL insurance contains aggregate limits, the “general aggregate” limit shall be at least twice the “each occurrence” limit. CGL insurance shall have a “products completed oper-ations” aggregate limit of at least two times the “each occurrence” limit.

CGL insurance shall be written on ISO occurrence form CG 00 01, or a substitute form providing equivalent coverage. All insurance shall cover liability arising out of premises, operations, inde-pendent contractors, products-complete operations, personal injury and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract), and contain separation of insureds (cross-liability) condition.

2. Employers Liability (Stop Gap) Insurance. Contractor shall maintain employers’ liability insurance, and if necessary, commercial umbrella insurance, with limits of not less than $1,000,000 per each accident for bodily injury by accident or $1,000,000 per each employee for bodily injury by dis-ease.

3. Workers’ Compensation Coverage. Contractor shall comply with all applicable State of Washing-ton workers’ compensation statutes and regulations. Workers’ compensation coverage shall be provided for all employees of Contractor and employees of any Subcontractor(s). Coverage shall include bodily injury or death by accident or disease which arises out of or in connection with the performance of the Contract. Except as prohibited by law, Contractor waives all rights of subro-gation against the SCC for recovery of damages to the extent they are recovered by workers’ com-pensation, employers’ liability, commercial general liability or commercial umbrella liability insur-ance.

If Contractor or any Subcontractor(s) fail to comply with all applicable State of Washington work-ers’ compensation statues and regulations, and the SCC incurs fines or is required by law to pro-vide benefits to or to obtain coverage for such employees, Contractor shall indemnify the SCC.

Such indemnity shall include all fines, payment of benefits to Contractor’s or Subcontractor’s em-ployees and their heirs or legal representatives, and the cost of effecting coverage on behalf of such employees. Any amount owed to the SCC by the Contractor pursuant to this indemnity pro-vision may be deducted from any payments owed by the SCC to the Contractor for performance of the Contract.

4. Business Auto Policy. Contractor shall maintain business auto liability and, if necessary commer-cial umbrella liability insurance with a limit of not less than $1,000,000 per occurrence. Such in-surance shall cover liability arising out of “any auto”. Business auto coverage shall be written on ISO form CA 00 01, or substitute liability form providing equivalent coverage.

5. Professional Liability Insurance. Professional liability insurance is required if the services delivered pursuant to the Contract, either directly or indirectly, involve or require providing professional services. Such coverage shall cover injury or loss resulting from Contractor’s negligence in render-ing or failing to render professional services. Contractor shall maintain minimum limits of not less than $1,000,000 per claim. If defense costs are paid within the limits of liability, Contractor shall maintain limits of $2,000,000 per incident, loss or person, as applicable. If the policy contains a general aggregate limit, it shall be at least two (2) times the required claim limit.

If professional liability insurance is written on a “claims made” basis, the policy shall provide full coverage for prior acts, or include a retroactive date that precedes the effective date of the Con-tract. Contractor is required to maintain coverage as specified herein for a period of twenty-four

(24) months after completion of the Contract. This requirement may be satisfied by either the continuous purchase of professional liability insurance or by an extended reporting period.

Contractor agrees to disclose the existence and nature of any limiting endorsement that applies to any liability insurance policy purchased in accordance with the Contract. Contractor hereby waives all rights against the SCC for recovery of damages to the extent such damages are covered by insurance maintained pursuant to this agreement.

CONTRACT DOCUMENTS & ORDER OF PRECEDENCE

Each of the exhibits listed below is by this reference incorporated into the Contract. In the event of an inconsistency in the Contract, such inconsistency shall be resolved by giving precedence in the following order:

• Applicable federal and State of Washington statutes and regulations;

• Special Terms and Conditions as contained in this basic contract instrument;

• Exhibit A – General Terms and Conditions;

• Exhibit B – Scope of Work;

• Exhibit C – Request for Qualifications No. 550-0626-1;

• Exhibit D – Contractor’s qualifications submittal dated [TBD]; and

• Any other provision, term or material incorporated herein by reference or otherwise incorporated.

CONTRACT MANAGEMENT

The Contract Manager for each of the parties shall be the contact person for all communications and billings regarding the performance of the Contract.

Contract Manager for Contractor is: Contract Manager for SCC is:

[manager name]

[manager title]

[company name]

[address]

[city, state, zip]

Phone: [insert]

E-mail address: [insert]

Erwin Vidallon

Chief Financial & Technology Officer

Seattle Convention Center

705 Pike Street

Seattle, WA 98101-2310

Phone: (206) 694-5022

E-mail address:

erwin.vidallon@seattlecc.com

LEGAL NOTICES

mailto:erwin.vidallon@seattlecc.com

Any notice, demand or other communication required or permitted to be given under the Contract or applicable law will be effective only if it is in writing and signed by the applicable party, properly ad-dressed, and either delivered in person or by a recognized courier service, or deposited with the United States Postal Service as first-class mail, postage prepaid to the parties at the respective addresses pro-vided in this section.

To the Contractor at: To SCC at:

[Contractor Name TBD] Seattle Convention Center Attn: [Contractor Contract Manager TBD] Attn: Procurement Manager [Contractor Address TBD] 705 Pike Street Seattle, WA 98101-2310

Phone: [TBD] Phone: (206) 694-5029 E-mail: [TBD] E-mail: procurement@seattlecc.com

Notices are effective upon receipt or four (4) Business Days after mailing, whichever is earlier. A notice address as provided herein may be changed by written notice given as provided above.

In the event that a subpoena or other legal process commenced by a third party in any way concerning the services and/or products provided pursuant to the Contract is served upon either party, such party agrees to notify the other party in the most expeditious fashion practicable following receipt of such sub-poena or other legal process. The parties further agree to cooperate in any lawful effort to contest the legal validity of such subpoena or legal process.

ENTIRE AGREEMENT

This Contract, including the referenced exhibits, represents all the terms and conditions agreed upon by the parties. No other statements or representations, written or oral, shall be deemed a part hereof.

COUNTERPARTS

The Contract may be executed in counterparts or in duplicate originals. Each counterpart or duplicate original will be deemed to be an original copy of the Contract signed by each party for all purposes.

mailto:procurement@seattlecc.com

THIS CONTRACT, consisting of [number of pages TBD (TBD)] pages and [exhibit count TBD (TBD)] exhibits, is executed by the persons signing below, who warrant they have the authority to execute the Contract.

[COMPANY NAME TBD] WASHINGTON STATE CONVENTION CENTER

PUBLIC FACILITIES DISTRICT DBA SEATTLE

CONVENTION CENTER

[authorized signatory TBD] [signatory title TBD]

Date

Jennifer LeMaster SCC President & CEO

APPROVED as to FORM:

Matthew R. Hendricks SCC General Counsel

ATTACHMENT B to

GENERAL TERMS AND CONDITIONS

ATTACHMENT B to

GENERAL TERMS AND CONDITIONS

Definitions As used throughout this Contract, the following terms shall have the meanings set forth below:

“Agent” means the SCC President/Chief Executive Officer, and/or the delegate authorized in writing to act on the President's behalf.

“Business Days and Hours” means Monday through Friday, 8:00 a.m. to 5:00 p.m., local time in Seattle, except for holidays observed by the State of Washington.

“Confidential Information” means information that may be exempt from disclosure to the public or other unauthorized persons under either Chapter 42.56 RCW or other State or federal statutes. Confi-dential Information includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver’s license numbers, medical data, SCC source or object code, SCC security data, or information identifiable to an individual that relates to any of these types of information.

“Contract” means the agreement entered into between the SCC and the Contractor for the performance of the work, which agreement includes all duly incorporated documents, all together constituting the “Contract Documents”.

“Contractor” means that firm, provider, organization, individual or other entity performing services un-der this Contract, and shall include all employees, agents and Subcontractors of the Contractor.

“Effective Date” means the first date the Contract is in full force and effect. It may be a specific date agreed to by the parties or, if not so specified, the date of the last signature of a party to the Contract.

“Price” means charges, costs, rates and/or fees charged for the services under the Contract, payable in United States dollars.

“Proprietary Information” means information owned by the Contractor for which the Contractor claims a protectable interest under law. Proprietary Information includes, but is not limited to, information protected by copyright, patent, trademark or trade secret laws.

“RCW” and “WAC” mean the Revised Code of Washington and the Washington Administrative Code, respectively, which together provide the statutory framework within which the SCC procures goods and services.

“Response” means Contractor’s proposal, submitted in response to a procurement solicitation (Request for Proposals – RFP, Request for Qualifications – RFQ, or Invitation for Bids – IFB) from the SCC.

“Scope of Work” or “Work” means the particular services and any associated goods, materials and equipment to be provided by the Contractor under the terms and conditions of the Contract.

“Subcontractor” means one not in the employment of the Contractor who is performing all or part of the Scope of Work under a separate contract with the Contractor. The terms "Subcontractor” and "Sub-contractors" may refer to Subcontractor(s) in any tier.

“SCC” means the Washington State Convention Center Public Facilities District DBA Seattle Convention Center, any division, section, office, unit or other entity of the SCC, and any of the officers or others law-fully representing the SCC.

RFQ for Hospitality Legal Services – Attachment B, General Terms and Conditions

Attachment B - General Terms and Conditions

Amendments This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties.

Americans with Disabilities Act of 1990, Public Law 101-336 (also referred to as the "ADA"), 28 CFR Part 35 The Contractor must comply with the ADA, which provides comprehensive civil rights protection to indi-viduals with disabilities in the areas of employment, public accommodations, state and local govern-ment services, and telecommunications.

Antitrust Violations Contractor and SCC recognize that, in actual economic practice, overcharges resulting from antitrust vio-lations are usually borne by the purchaser. Therefore, Contractor hereby assigns to the SCC any and all claims for such overcharges not passed on to the SCC resulting from antitrust violations commencing after the data or the proposal, bid, quotation or other event establishing the Price under the Contract.

Assignment Neither this Contract, nor any claim arising under the Contract, shall be transferred or assigned by the Contractor without prior written consent of the SCC, which consent may be withheld in the SCC’s sole discretion. Such assignment or transfer shall not operate to relieve Contractor of any of its duties and obligations hereunder, nor will such assignment affect any remedies available to the SCC in the event of any breach of the Contract by the Contractor.

The SCC reserves the right to assign the Contract to any public entity in the State of Washington which is its successor in interest.

Assurances SCC and the Contractor agree that all activity pursuant to the Contract will be in accordance with appli-cable current federal, state and local laws, rules, and regulations.

Attorneys’ Fees and Costs In the event that the parties engage in arbitration, mediation or any other alternative dispute resolution forum to resolve a dispute in lieu of litigation, the parties will share equally in the cost of the alternative dispute resolution method, including the cost of a Dispute Resolution Panel. In addition, each party will be responsible for its own attorneys’ fees incurred while utilizing such alternative dispute resolution method.

If any litigation is brought to enforce any term, condition or section of the Contract, or as a result of the Contract in any way, the prevailing party shall be awarded its reasonable attorneys’ fees together with expenses and costs incurred with such litigation, including necessary fees, costs and expenses for ser-vices rendered at both trial and appellate levels, as well as subsequent to judgment in obtaining execu-tion thereof.

Confidentiality/Safeguarding of Information Contractor acknowledges that some of the information that may come into its possession or knowledge in connection with the Contract or its performance may be considered to be Confidential Information.

Contractor agrees to hold Confidential Information in strictest confidence and to not make use of such information for any purpose other than the performance of the Contract, to release it only to authorized employees or Subcontractors requiring such information specifically for the purposes of carrying out the Contract, and to not release, divulge, publish, transfer, sell, disclose or otherwise make the information known to any other party without the SCC’s express written consent or as provided by law. Contractor agrees to release such information or material only to employees or Subcontractors who have signed a nondisclosure agreement, the terms of which have been previously approved by the SCC. Contractor agrees to implement physical, electronic and managerial safeguards to prevent unauthorized access to Confidential Information.

Immediately upon expiration or termination of the Contract, Contractor must, at the SCC’s option 1) cer-tify to the SCC that Contractor has destroyed all Confidential Information, or 2) return all Confidential Information to the SCC, or 3) take whatever other reasonable steps the SCC requires of Contractor to protect Confidential Information.

Conflict of Interest Notwithstanding any determination by the Executive Ethics Board or other tribunal, the SCC may, in its sole discretion, by written notice to the Contractor terminate the Contract if it is found after due notice and examination by the Agent that there is a violation of the SCC Ethics Policy, the Ethics in Public Ser-vice Act, Chapter 42.52 RCW, or any similar statute involving the Contractor in the procurement of, or performance under, the Contract.

In the event the Contract is terminated as provided above, the SCC shall be entitled to pursue the same remedies against the Contractor as…