54B-2026 Lee Memorial Landscape Plan RFP.pdf

City of Bellingham 54B-2026

Lee Memorial Landscape Plan

54B-2026 9/15/26

RFP INFORMATION

Purchasing Telephone: 360-778-7750 Issue Date: September 18, 2026 Contact Email: bids@cob.org

CLOSING INFORMATION

Date: October 20, 2026 Time: 11:00 AM Location: Purchasing Office Mailing Address: 210 Lottie Street Bellingham, WA 98225

In an effort to comply with City of Bellingham waste reduction policies, we request that responses be submitted electronically using the City's bid portal Procureware.

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1. REQUEST FOR PROPOSAL PROCESS

1.1 Inquiries

All respondents are requested to review this invitation carefully and to submit any questions concerning this Request for Proposal (“RFP”), the City’s requirements or its evaluation process to Purchasing Office via the City’s procurement portal at City of Bellingham (procureware.com).

Questions should be received no later than seven (7) calendar days prior to response submission deadline so that they can be addressed through the portal to ensure any necessary amendments can be published and distributed to plan holders to prevent receipt of a non-responsive solicitation.

No other City official, employee or department is empowered to speak for the City with respect to this RFP. Any Information obtained from any other source shall not be considered binding and may disqualify your proposal.

1.2 Closing Date

The Purchasing Office must receive an electronic copy of the qualification submittal prior to the date and time specified in the advertisement. RFP must be submitted online at:

https://cob.procureware.com/ under the responses tab for this RFP.

The City requests that the proposal must be received by 11:00 a.m., Pacific time on October 20, 2026

1.3 Late Proposals

Late proposals will not be accepted. The City of Bellingham accepts no liability for misdirected or lost documents.

1.4 Evaluation Committee

Evaluation of proposals will be by a committee formed by the City. The committee will rank proposals based upon the evaluation criteria identified in this RFP. The City’s intent is to enter into a contract with the proponent who has the highest overall ranking (receives the highest evaluated score).

1.5 Negotiation Delay

If a written contract cannot be negotiated within thirty days of notification of the successful proponent, the City may at its sole discretion at any time thereafter, terminate negotiations with that proponent and either negotiate a contract with the proponent who received the next highest score or choose to terminate the RFP process and not enter into a contract with any of the Proponents.

1.6 Estimated Time Frames

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The following timetable outlines the anticipated schedule for the RFP and contract process. The timing and the sequence of events resulting from this Request for Proposal may vary and shall ultimately be determined by the City.

EVENT ANTICIPATED DATE

Last Day to Submit Questions October 12, 2026

RFP Submission Deadline October 20, 2026

Committee Evaluations Completed November 2026

Contract Formation November 2026

Contract Execution December 2026

Service/Work Commences January 2027

2. PROPOSAL PREPARATION

2.1 Signed Proposals

The proponent must ensure its proposal includes a letter, or statement(s), substantially similar in content to the sample proposal cover letter provided in Attachment A, signed by a person duly authorized to legally bind the person, partnership, company or corporations submitting the proposal.

2.2 Irrevocability of Proposals

By submission of a clear and detailed written notice, the proponent may amend or withdraw its proposal prior to the closing date and time. Upon closing time, all proposals become irrevocable. By submission of a proposal, the proponent agrees that should its proposal be successful, the proponent will enter into a contract with the City.

2.3 Proponents’ Expenses

Proponents are solely responsible for their own expenses in preparing a proposal and for subsequent negotiations with the City, if any. If the City elects to reject all proposals, the City will not be liable to any Proponent for any claims, whether for costs or damages incurred by the Proponent in preparing the proposal, loss of anticipated profit in connection with any final Contract, or any other matter whatsoever.

2.4 Proposal Validity

Proposals will be open for acceptance for at least 90 days after the closing date.

2.5 Firm Pricing

Prices will be firm for the entire contract period unless this Request for Proposal specifically states otherwise.

2.6 Currency and Taxes

Prices quoted are to be:

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a) In U.S. dollars;

b) Inclusive of duty, where applicable;

c) F.O.B. destination, delivery charges included where applicable;

d) Including all taxes, where applicable

2.7 City Business Registration

Proposal shall include a statement to the effect the Proponent understands its obligation, and agrees, to obtain/maintain a City of Bellingham business registration as a requirement for performing these services/work. Access to the City’s registration process can be found at: https://www.cob.org/services/business/pages/business-registration.aspx

2.8 Cooperative Purchasing Language

The City of Bellingham has entered into intergovernmental (Interlocal) purchasing agreements pursuant to RCW 39.34 with other Washington agencies under which either party may make purchases at the other party’s accepted proposal price. By submitting an offer, the Proponent agrees to make the same bid terms and pricing, exclusive of freight, available to other Washington governmental agencies. Those public agencies that have complied with the requirements outlined in RCW 39.34 are eligible to use this contract. Further, the public agency accepts responsibility for compliance with any additional or varying laws and regulations governing purchase by or on behalf of the public agency in question. A purchase by a public agency shall be affected by a purchase agreement/contract from the public agency, directed to the Proponent or other party contracting to furnish goods or services to the City of Bellingham. The City of Bellingham will not accept responsibility for purchases issued by other public agencies.

This offer of cooperative purchasing shall be extended by the Proponent to cover the City of Bellingham’s contract duration (for any subsequent purchase agreements/contracts resulting from this RFP) or 90 days post award (for one-time purchases).

2.9 Public Disclosure Notice

All materials provided by the Proponent are subject to State of Washington public disclosure laws. Marking the entire proposal as proprietary or confidential, and therefore, exempt form disclosure will NOT be accepted or honored and may result in disclosure of the entire proposal or disqualification of the proposal solely at the discretion of the City of Bellingham. Documents identified as confidential or proprietary will not be treated as such if public disclosure laws take precedence, the information is publicly available, the information is already in the City of Bellingham’s possession, the information is obtained from third parties without restriction on disclosure, or the information was independently developed without reference to the confidential information.

2.10 Completeness of Proposal

By submission of a proposal the Proponent warrants that if this RFP is to design, create, or provide a system, or manage a program, all components required to run the system or manage the program have been identified in the proposal, or will be provided by the contractor at no charge.

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3. ADDITIONAL TERMS

Where applicable, the names of approved sub-contractors listed in the proposal will be included in the Contract. No additional subcontractors will be added, nor other changes made, to this list in the Contract without the written consent of the City.

3.1 Acceptance of Proposals

This RFP should not be construed as an agreement to purchase goods or services. The City is not bound to enter into a contract with the proponent who submits the lowest priced proposal or with any proponent. Proposals will be assessed in light of the evaluation criteria. The City will be under no obligation to receive further information, whether written or oral, from any proponent.

Neither acceptance of a proposal nor execution of a contract will constitute approval of any activity or development contemplated in any proposal that requires any approval, permit or license pursuant to any federal, state, or municipal statute, regulation or by-law.

3.2 Definition of Contract

Notice in writing to a proponent that it has been identified as the successful proponent and the subsequent full execution of a written contract and or City purchase order will constitute a contract for the goods or services, and no proponent will acquire any legal or equitable rights or privileges relative to the goods or services until the occurrence of both such events.

3.3 Liability for Errors

While the City has used considerable efforts to ensure an accurate representation of information in this RFP, the information contained in this RFP is supplied solely as a guideline for proponents. The information is not guaranteed or warranted to be comprehensive or exhaustive. Nothing in this RFP is intended to relieve proponents from forming their own opinions and conclusions with respect to the matters addressed in this RFP.

3.4 Modification of Terms

The City reserves the right to modify the terms of this RFP at any time at its sole discretion. This includes the right to cancel this RFP at any time prior to entering into a contract with the successful proponent.

3.5 Ownership of Proposals

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All documents, including proposals, submitted to the City become the property of the City.

3.6 Contract Term

The term of the contract resulting from this RFP shall be twelve months, unless otherwise extended by mutual consent.

4. PROJECT OR PROGRAM REQUIREMENTS

4.1 Overview

Develop a comprehensive landscape plan for Lee Memorial Park that includes a small playground specifically designed for toddlers and young children, associated site amenities, and landscape improvements. The plan should enhance and support community use through play and literacy-based design elements and integrate seamlessly with the existing civic block.

4.2 City Responsibility

City will provide data, coordinate public meetings, develop project website and multi-media engagement, and public outreach.

4.3 Background

The landscaped area behind the City of Bellingham Public Library is managed by the Parks & Recreation Department. The children’s library is undergoing an interior remodel in 2027 and the City is looking to provide a park remodel shortly after the library is complete.

5. REQUIREMENTS AND PROJECT SCOPE

5.1 Project Scope and Timeframes

Project will begin once a contract is executed and will be complete prior to the end of 2027. Consultants are encouraged to demonstrate their specific knowledge of the project site and to include any additional issues/ideas that may be appropriate to successful completion of this project. Including additional or alternative tasks.

Tasks

1. Site Analysis o Conduct a site visit to document existing uses and conditions, including vegetation, topography, drainage patterns, utilities, circulation routes, and daily and seasonal visitation patterns.

o Prepare a base map using available GIS and City-provided resources.

Deliverables o Base map showing existing conditions.

54B-2026 9/15/26 o Site constraints and considerations memo.

2. Community & Stakeholder Engagement o Coordinate with internal review team for desired uses, design constraints, art, operational considerations, and budget.

o Coordinate with Parks and Library staff and participate in two community engagement touchpoints (e.g., on-site meeting, tour, or similar community activity) and an online survey to gather public input on site concerns, desired features, and preferred concept design.

Deliverables o Meeting summaries for coordination with City staff.

o Summary of community engagement events (attendance notes, discussion takeaways).

o Online survey summary report (results, themes, priorities).

o Updated constraints/opportunities memo if new issues arise from engagement.

3. Concept Development o Work with staff to describe constraints and opportunities related to stormwater management, park maintenance, access, ADA, and CPTED considerations.

o Develop two preliminary concept options showing alternative arrangements of playground elements, circulation, seating, art, and landscaping.

o Incorporate thematic ideas where appropriate in the following:

▪ Play structures

▪ Interactive literacy elements (letters, word puzzles, “story trail” signs)

▪ Performance and lunch seating areas

▪ Evaluation of “Sister City” reading nook or quiet area o Include supplemental site features such bike racks and waste stations.

o Present concept options to internal review team and Parks & Recreation Advisory Board revise based on feedback.

Deliverables o Two site plan concept alternatives that include playground layouts.

o Written summary describing design rationale, constraints, and opportunities.

o Draft thematic element list (literacy features, art components, etc.).

o Meeting summary from concept review meeting with staff.

4. Refinement and Preferred Plan

54B-2026 9/15/26 o Produce one preferred landscape plan that reflects selected theme, program elements, and circulation, including:

• Playground layout

• Stormwater

• Plantings with low maintenance species list

• Amenity locations

• Signage o Prepare illustrative graphics or renderings to communicate the design intent.

o Cost estimate for budgeting o Maintenance recommendations and roles

Deliverables o Revised preferred conceptual plan incorporating public feedback that includes a cost estimate and a maintenance plan.

o Planting plan with low-maintenance species list.

o Hardscape and materials palette.

o Two illustrative graphics or renderings.

5. Playground Equipment Selection o Recommend suitable playground (tot lot) equipment for toddlers and young children consistent with the preferred theme, available budget, and safety standards.

o Provide at least two vendor options for playground.

Deliverables o Playground equipment recommendation memo (theme alignment, safety compliance).

o Vendor options list (minimum two), including catalog cuts or proposal sheets.

o Preliminary equipment cost comparison (if feasible).

6. Basic Requirements

This is not an all-inclusive list of services. Other services may be needed to provide the desired outcome. Successful completion of the work may include:

o Experience and understanding of park development and management o Excellent design and communication skills o Maintaining close contact with the city project manager o In-person attendance at periodic meetings with the public, advisory committees, or stakeholders

54B-2026 9/15/26 o Knowledge and experience of construction costs o Review and understanding of the Parks, Recreation, and Open Space Plan, 2026

Due to the complexity of this project, work may include all, some or none of the items listed above. There is no guarantee as to the amount or extent of work under this contract.

6. EVALUATION CRITERIA

All parties shall provide a response containing all required elements herein to the City of Bellingham at the stated address by the deadline given.

The City intends to enter into a contract with the Proponent who provides a proposal that, in the opinion of the City, best meets all the below listed evaluation criteria (receives the highest evaluated score) as determined by a selection committee formed by the City. Further, the City reserves the right to conduct interviews with one or more proponents as necessary to complete its evaluation. Upon selection of a Proponent, the City intends to enter into a contract using its standard Consulting Services Agreement, which shall be used to secure these services. A copy of the City’s agreement is attached, as Attachment B, and shall be incorporated into this RFP by this reference.

Evaluation Criteria Weight Overall Project Approach & Understanding (including timeline and work effort necessary to perform identified work)

Demonstration of Experience & Expertise (in performing work of this size and nature)

Proposed Fees/Costs 30

References 10 Total 100 pts.

The City of Bellingham reserves the right to reject any or all proposals, and to waive any irregularities or information in the evaluation process. The final decision is the sole decision of the City of Bellingham.

7. PROPONENT RESPONSE

In order to receive full consideration during evaluation, proposals should include the following:

7.1 Project Approach and Understanding

Provide a brief overview of your understanding of the City’s identified need. Discuss your project approach describing how you would perform the identified work. Include

54B-2026 9/15/26 your methodology for performing the work and provide an accompanying timeline with key milestones.

7.2 Experience and Expertise

Summarize your firm’s qualifications, experience, and special expertise in providing the type of services/work product identified in the City’s scope of work. Include resumes of key personnel. Describe their experience relative to this type of work along with their primary duties/roles proposed for this project. Identify experience with governmental agencies. Show ability to meet program schedule and stay within budget.

7.3 Proposed Fees/Costs

Provide price estimate including number of billable hours, hourly rate and total cost for services being proposed. Any expenses that are to be included as part of your proposal must be listed as a separate line item (lump sum amount is acceptable) and must include both the total anticipated expenses to be claimed and nature of the expenses (such as: office supplies, lodging, meals, etc.).

7.4 References

Include a list of references (including contact name and contact information) of at least three (3) completed or current projects within the last four years of this size and nature.

The City reserves the right to contact references without prior notification.

8. PROPOSAL FORMAT

The following format and sequence should be followed in order to provide consistency in proponent response and ensure each proposal receives full consideration. All pages should be consecutively numbered.

a) Signed proposal cover letter as per sample provided.

b) Table of contents including page numbers.

c) A short (one or two page) summary of the key features of the proposal.

d) The body of the proposal, including pricing, i.e., the “Proponent Response.”

that addresses all elements identified in section 7

9. PROPONENT CHECKLIST

This checklist has been provided solely for the convenience of the proponent. Its use is not mandatory, and it does not have to be returned with the proposal.

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Everyone involved in putting together the proposal has read and understood the requirements.

The proposal meets all the mandatory requirements.

The proposal addresses everything asked for, particularly those things identified in the proponent response section.

The proposal clearly identifies the proponent, the project, and the RFP #.

The proponent’s name and the RFP # appear on the proposal envelope.

The appropriate number of copies of the proposal have been made.

The proposal will be at the closing location before the closing time.

The proposal is being delivered by hand, courier, or mail – not fax.

The covering letter has been signed and attached.

SELECTED CONTRACT CLAUSES

A.1 Software

It is the Proponent’s responsibility to ensure that the City has all licenses required to use any software that may be supplied by the Proponent pursuant to the contract.

A.2 Intellectual Property Rights

The City will be the owner of the intellectual property rights, including patent, copyright, trademark, industrial design, and trade secrets in any product developed through a contract. Licensing and marketing rights to the developed product will not be granted in the contract. Proposals regarding these rights should not be submitted in response to this Request for Proposal and will not be considered in evaluating responses. If, in the future, the City elects to commercialize the developed product, the licensing and marketing rights will be negotiated separately.

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ATTACHMENT A

Sample

Proposal Cover Letter

Letterhead or proponent’s name and address

Date

Subject: Request for proposal name Request for proposal number List any amendment nos. and dates

The enclosed response is submitted in response to the above-referenced Request for Proposal.

Through submission of this proposal, we agree to all of the terms and conditions of the Request for Proposal.

We have carefully read and examined the Request for Proposal and have conducted such other investigations as were prudent and reasonable in preparing the proposal. We agree to be bound by statements and representations made in this proposal and to any agreement resulting from the proposal.

Yours truly, Signature

Name:

Type or print

Title:

Legal name of proponent:

Date:

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ATTACHMENT B

SAMPLE

AGREEMENT FOR CONSULTANT SERVICES

CITY OF BELLINGHAM –

The CITY OF BELLINGHAM, a first-class municipal corporation of the State of Washington, located at City Hall, 210 Lottie Street, Bellingham, Washington, 98225 (hereinafter the "City"), and,___________________________________ (hereinafter the "Consultant"), in consideration of the mutual covenants herein, agree as follows:

I. OBJECTIVE. The objective of this Agreement is (hereinafter the "Project" as further set forth in Article III. below).

II. RESPONSIBLE OFFICERS.

A. The City designates______________ as its Project Manager for the Project. The

Project Manager is the City's liaison officer to the Consultant for all purposes in carrying out the Project.

B. The Consultant designates _____________ as its Representative for the Project.

The Consultant's Representative is its liaison officer to the City for all purposes in carrying out the Project.

III. SCOPE OF WORK UNDERTAKEN BY CONSULTANT AND PROJECT SCHEDULE.

Consultant agrees to carry out the following work (hereinafter "the Project") to the satisfaction of the Project Manager:

See Exhibit "A" attached and incorporated herein by this reference.

IV. PAYMENT.

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A. The maximum payable to Consultant under this Agreement is $____________, which amount shall be inclusive of any State sales tax payable by Consultant.

B. Payments to the Consultant will be made monthly for work done during the previous month, based on invoices submitted to the Project Manager. A short narrative progress report shall accompany each invoice, which report shall discuss any problems or potential causes for delay, with the status of the Project, amount of work completed, and other relevant information.

C. The cost records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City or any other governmental agency with jurisdiction for a period of three (3) years after final payment.

D. The basis for payment hereunder is: See Exhibit "B" attached and incorporated herein by this reference.

V. ADDITIONAL CONTRACT TERMS AND CONDITIONS.

If any additional contract terms and conditions are mutually agreed upon, they shall appear in a separate Exhibit C, attached hereto and incorporated by this reference.

VI. CHANGES AND ADDITIONAL WORK.

A. Upon request of the City, the Consultant shall make such revisions in work done under this Agreement as are necessary to correct errors or omissions appearing therein and make such other minor revisions as are reasonably requested, without additional compensation therefor.

B. The City may, at any time, by written order direct the Consultant to revise portions of the Project work previously completed in a satisfactory manner, delete portions of the Project, make other changes within the general scope of the services or work to be performed under this Agreement, or request other additional work not reasonably implied by the scope of work. If such changes

54B-2026 9/15/26 cause an increase or decrease in the Consultant's cost of or time required for performance of any service under this Agreement, an equitable cost and/or completion time adjustment shall be made, and this Agreement shall be modified in writing accordingly. The Consultant must assert any claim for adjustment under this section in writing within thirty days from the date of receipt by the

Consultant of the notification of change.

VII. INFORMATION AND WORK PROVIDED BY THE CITY. Such data as is possessed by the City and is useful or necessary to the Consultant in order to carry out the Project shall be turned over to the Consultant at a time and place mutually convenient. The

Consultant is entitled to rely on the data provided. Except as specifically provided in this section, the City is not required to retain additional consultants, do research or obtain additional data for use by the Consultant at the City's expense.

Exceptions are as follows: None

VIII. CONSULTANT'S STUDIES, REPORTS AND WORK PRODUCT.

A. The Consultant shall prepare such information and studies as may be pertinent and necessary, or as may be requested by the City, in order that the City may pass critical judgment on the features of the work. Compliance with the foregoing provision shall not constitute additional work as described in this

Agreement.

B. All documents, maps, and other materials of whatever kind prepared by the

Consultant pursuant to this Agreement shall be deemed property of the City upon completion of the Project or termination of this Agreement. The Consultant may keep file copies of its work product but shall retain no other rights of ownership therein.

IX. TIME OF BEGINNING AND COMPLETION.

A. The Consultant shall not begin work under the terms of this Agreement until authorized in writing by the City's Project Manager. The completion time for all

54B-2026 9/15/26 work under this Agreement shall be the Project schedule contained in the Scope of Work.

B. Established completion time is a material part of this Agreement and shall not be extended because of any unwarranted delays attributable to the Consultant.

However, it may be extended by the City in the event of a delay attributable to the City or because of unavoidable delays caused by an act of God or other conditions beyond the control of the Consultant.

X. RELATIONSHIP OF THE PARTIES; SUBCONTRACTING.

A. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the

Consultant, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this

Agreement without liability, or in its discretion to deduct from the Agreement price or consideration or otherwise recover the full amount of such fee, commission, percentage, gift or contingent fee.

B. During the term of this Agreement, the Consultant shall not engage, on a full-time, part-time, or other basis, any professional or technical personnel who are, or have been at any time during the term of this Agreement, in the employ of the

City (except regularly retired employees) without written consent of the City.

C. This Agreement is for the performance of professional services. The parties intend that the Consultant shall be an independent contractor in the performance of services rendered pursuant hereto. To this end, Consultant represents that it is customarily in the business of providing the services described in this

Agreement, has its own place of business, is eligible for and does file with the

Internal Revenue Service a schedule of business expenses, has established or

54B-2026 9/15/26 will timely establish an account with the State Department of Revenue and has received a unified business identifier number, and maintains a separate set of books and records for such business.

D. Any and all employees of the Consultant while engaged in the performance of any work or services required by the Consultant under this Agreement shall be considered employees of the Consultant only and not of the City. Any and all claims that may or might arise under the Workers Compensation Act on behalf of said employees while so engaged on any of the work or services to be rendered herein shall be the sole obligation and responsibility of the Consultant.

E. None of the services covered by this Agreement shall be subcontracted by the

Consultant without the prior written consent of the City, executed by its Project

Manager. The Consultant shall be as fully responsible to the City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as it is for the acts and omissions of persons directly employed by it. The Consultant shall insert in each subcontract appropriate provisions requiring compliance with the provisions of this Agreement, and subcontractors shall be deemed to be bound by all the terms hereof.

XI. CONFLICT OF INTEREST.

A. Consultant covenants that it presently has no pecuniary or proprietary interest and shall not acquire any such interests, direct or indirect, which conflicts in any manner or degree with the performance of services required to be performed under this Agreement. The Consultant further covenants that in the performance of this Agreement no person or subcontractor having such interest shall be employed.

B. No members of the City government, and no other officer, employee or agent of the City who exercises any functions or responsibilities in connection with the carrying out of the Project shall have any personal interest, direct or indirect, in this Agreement.

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XII. DISPUTE RESOLUTION, ATTORNEYS' FEES, AND APPLICABLE LAW.

A. The City and the Consultant shall give each other prompt notice of any development either observes or becomes aware of which affects the scope or timing of the Project or involves any defect in the work of Consultant, or its contractors or subcontractors. In the event of material disagreements between the City's Project Manager and the Consultant's Representative arising out of this

Agreement, the issue shall be addressed at meetings between the parties, which shall in such case also include at least the Project Manager and the Consultant's

Representative (or equivalent), all of whom shall use their best efforts to timely resolve the dispute.

B. In the event of litigation to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs.

C. This Agreement and all provisions hereof shall be interpreted in accordance with the laws of the State of Washington in effect on the date of execution of this

Agreement. The Superior Court of Whatcom County, Washington, shall have exclusive jurisdiction and venue over any legal action arising under this

Agreement without recourse to any principle of Conflicts of Laws.

XIII. TERMINATION.

A. In the event of the death of a member, partner, or officer of the Consultant, or any of its supervisory personnel assigned to the Project, the surviving members of the Consultant hereby agree to complete the work under the terms of this

Agreement if requested to do so by the City in its sole discretion.

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B. In the event that funding is withdrawn, reduced or limited in any way after the effective date of this Agreement due to City budgetary constraints, and prior to its normal completion, the City may summarily terminate this Agreement as to the funds withdrawn, reduced or limited notwithstanding any other termination provisions of this Agreement. If the level of funding withdrawn, reduced or limited is so great that the City deems that the continuation of the services covered by this Agreement is no longer in the best interest of the City, the City may summarily terminate this Agreement in whole notwithstanding any other termination provision of this Agreement. Termination under this Section shall be effective upon receipt of written notice thereof. Nothing herein prevents

Consultant from being paid sums, duly documented, for work performed prior to termination.

C. Should either party hereto believe that the other has failed to substantially perform all or a material part of its obligations under the Agreement, it shall deliver written notice to that effect to the other, specifying the alleged default and giving the other party fifteen (15) days to cure such default. Thereafter, should the default not be remedied to the satisfaction of the non-defaulting party, this

Agreement may be terminated upon seven (7) days written notice (delivered by certified mail). In the event of termination under this subparagraph, the

Consultant shall be paid an amount, in the discretion of the Project Manager, which takes into account actual costs incurred by the Consultant in performing the Project work to the date of termination, the amount of work originally required which was satisfactorily completed to the date of termination, the cost to the City of completing the work itself or of employing another firm to complete it and the inconvenience and time which may be required to do so, along with any other factors which affect the value to the City of the Project work which has been performed to the date of termination. In no event shall the Consultant receive an amount based on anticipated profit on unperformed services or other work.

D. Upon receipt of a termination notice, the Consultant shall promptly discontinue all services affected unless the notice directs otherwise, and shall promptly deliver or otherwise make available to the City all data, drawings, specifications, 54B-2026 9/15/26 calculations, reports, estimates, summaries, and such other information and materials as the Consultant or its subconsultants may have accumulated in performing this Agreement, whether completed or in progress, and shall also make available all equipment and/or materials purchased specifically for the

Project where the City has reimbursed the Consultant therefor. The City may thereafter, at its sole option, take over the work and prosecute the same to completion by whatever means it chooses. Consultant shall have the right, during the termination notice period, to complete such analyses and records as necessary to place its files in order and, when necessary for protection of its professional reputation, to produce a report of services completed to the date of termination.

E. Termination of this Agreement shall not prevent the City from invoking those provisions herein necessary to protect or enforce its rights hereunder, which provisions shall survive termination.

XIV. LEGAL RELATIONS AND INSURANCE.

A. The Consultant shall comply, and shall ensure its subconsultants comply, with all

City ordinances and resolutions, and federal and state grant agreements and local laws, regulations and ordinances applicable to the work and services to be performed under this Agreement.

B. The Consultant shall defend, indemnify and hold harmless the City, its officers, employees, principals and agents from any and all injury or damage to the City or its property, and also from all claims, demands, causes of action, or suits of any kind that arise directly or indirectly out of, incident to, or due to any actual or alleged negligence, intentional tort, or breach of duty by the Consultant, its agents, employees, representatives or subcontractors in performing work and services under this Agreement, except for injuries and damages caused by the sole negligence of the City.

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C. In the event any claim, suits, or actions result from the concurrent negligence of

(a) the City or the City's agents or employees and (b) the Consultant or the

Consultant's agents or employees, the defense and indemnity provisions in the preceding paragraph of this section shall be valid and enforceable only to the extent of the Consultant's negligence or the negligence of its agents and employees.

D. The Consultant specifically agrees to defend and indemnify the City from claims or suits brought by Consultant's own employees against the City. For this purpose, Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW.

Further, the indemnification obligation under this Agreement shall not be limited in any way by any limitation on benefits payable to or for any third party under the workers' compensation acts. This waiver has been mutually negotiated by the parties.

E. The City's rights and remedies in this Agreement are in addition to any other rights and remedies provided by law.

F. Prior to execution of the Agreement, the Consultant shall file with the City appropriate evidence of insurance from insurer(s) certifying to the coverage of all insurance required herein and which will be subject to approval by the City. In the event that the Consultant is unable, through no fault or neglect, to maintain such insurance, the City shall have the right to terminate the Agreement pursuant to paragraph XII after giving the Consultant a reasonable opportunity to find alternate insurance coverage acceptable to the City. All insurance policies shall be endorsed to require the insurer to provide thirty days' notice of cancellation.

G. The Consultant shall require that all subcontractors obtain and maintain comprehensive general liability, professional liability and workers compensation insurance appropriate and applicable to the scope of work and services to be performed by such subconsultants. It shall be the responsibility of the Consultant to initially determine the appropriate and applicable insurance coverage, which

54B-2026 9/15/26 will be submitted to the City for approval. The Consultant shall furnish to the City insurance certificates for all subcontractors.

H. The Consultant shall obtain and maintain the minimum limits of liability insurance set forth below. By requiring such minimum limits, the City shall not be deemed to have assessed the risks which may be applicable to the Consultant under this

Agreement. The Consultant shall assess its own risks and, if it deems it appropriate and prudent, maintain greater limits. The insurance of the

Consultant shall be primary and non-contributory with any insurance for which the City is a named insured. The City and its officials and employees shall be named as additional insureds on all liability insurance policies (together with the required endorsement), except professional liability insurance. Said insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Such policies shall provide the coverage required as follows for any and all occurrences arising out of the Consultant's performance under this Agreement:

1. Broad form Commercial General Liability, affording limits of liability of

$1,000,000.00 per occurrence for bodily injury, personal injury, and property damage and $2,000,000.00 in the aggregate.

2. Automobile liability affording limits of liability of $1,000,000.00 as a combined single limit per accident for bodily injury and property damage.

3. Professional liability insurance, affording limits of liability of $1,000,000.00 in the aggregate covering all professional activities performed under this

Agreement. If the insurance maintained by the Consultant is maintained on a "claims made" basis rather than an occurrence basis, said insurance shall be continued by the Consultant until at least five years after the date of the completion of the Project.

4. Workers Compensation coverage as required by the laws of the State of

Washington.

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Except with regard to Professional Liability Insurance and Workers

Compensation coverage, all insurance coverages required under this Agreement shall include a waiver of subrogation against the City for losses arising from work performed by the Consultant.

XV. ASSIGNMENT. The Consultant shall not sublet or assign any of the work covered by this Agreement without the prior, express written consent of the City.

XVI. ENDORSEMENT ON PLANS. If this Agreement involves design for a construction project, the Consultant shall place the endorsement of a licensed engineer or architect on all plans, specifications, estimates or any other design data Consultant furnishes. In any event, all materials prepared by the Consultant hereunder are property of the City, and Consultant retains no right of ownership or copyright therein.

XVII. EQUAL EMPLOYMENT OPPORTUNITY RESPONSIBILITIES: The Consultant agrees that it will comply with all State and local non-discrimination laws and regulations in effect at the time this Agreement is executed. The Consultant shall comply with all

Federal non-discrimination laws and regulations if any of this Agreement is financed with

Federal funds.

XVIII. COMPLIANCE WITH LOCAL LAWS: The Consultant shall be duly licensed (including

Business Registration with the City of Bellingham) and shall comply with all applicable laws, ordinances, and codes of the State and local governments.

XIX. EFFECT OF ACCEPTANCE OF THE WORK. Approval of plans, specifications or other documents shall not constitute nor be deemed a release of the responsibility of the

Consultant, its employees, subcontractors, or agents for the accuracy and competency of their work, nor shall such approval be deemed to be an assumption of such responsibility by the City for any defect in the work prepared by the Consultant, its employees, subcontractors, or agents.

XX. ACCOUNTING AND AUDIT: The Consultant agrees to keep records of all financial matters pertaining to this Agreement in accordance with generally accepted accounting

54B-2026 9/15/26 principles. The financial records shall be made available to representatives of the City or any other governmental agency with jurisdiction for audit, at such reasonable times and places as the City shall designate.

XXI. NOTICE. Any notice required to be given under the terms of this Agreement shall be directed to the party at the address set forth herein below:

City: City of Bellingham 210 Lottie Street Bellingham, WA 98225

Attn:

Consultant:

Attn:

XXII. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties hereto and supersedes all other prior written or oral understandings. This

Agreement may only be amended, supplemented, modified, or cancelled by a duly executed document in writing pursuant to this Agreement.

EXECUTED, this day of , 2024, for the Consultant.

Authorized Signature

Printed Name and Title

EXECUTED, this day of , 2024, for the CITY OF

BELLINGHAM:

Departmental Approval:

Mayor Department Head

54B-2026 9/15/26

Attest: Approved as to Form:

Finance Director Office of the City Attorney

EXHIBIT A

TO AGREEMENT FOR CONSULTANT SERVICE

SCOPE OF WORK

WORK BREAKDOWN STRUCTURE

54B-2026 9/15/26

EXHIBIT B

TO AGREEMENT FOR CONSULTANT SERVICES

PROJECT TIMELINE

PAYMENT SCHEDULE

54B-2026 9/15/26

EXHIBIT C

TO AGREEMENT FOR CONSULTANT SERVICES

ADDITIONAL CONTRACT TERMS AND CONDITIONS

I. TRAVEL AND OTHER EXPENSES. If business travel & other expenses are authorized, the following additional terms and conditions apply:

Travel & Other Expenses. The City shall reimburse Consultant for reasonable travel and specifically negotiated expenses incurred by Consultant, its officers, employees, agents and contractors in connection with performance of the services as agreed to by the City and Consultant, which have been outlined in the scope of work. Any such expenses shall adhere to IRS published rates located at: www.gsa.gov and be shall be subject to the following guidelines:

1. No mark-ups of reimbursable expenses for primary and sub-contractors will be paid by the City. Mark-ups are when a certain percentage is added to reimbursable expenses.

2. Meal reimbursement is to be paid at published IRS Per Diem rates (covering breakfast, lunch and dinner only) in effect at the time of expenditure. Gratuities may be added to the Per Diem cost but may not exceed 20% of the pre-tax total. No alcohol is authorized.

3. Airfare shall be regular coach. No upgraded tickets are authorized.

4. Lodging should reflect the corporate or government rate for single room for one person. In general, lodging costs should be limited to rates that would be available to stays at Bellingham hotels of a mid-range (three stars) or less.

5. No entertainment expenses are authorized, such as in-room movies, sporting or theatrical events tickets.

6. To be eligible for reimbursement, any request expenses (except per diem meals) must be supported by receipts and supporting documentation outlining the details of the expense, per standard accounting practice (GAAP).

II. OWNERSHIP OF WORK PRODUCT. If software or SaaS is to be provided, the following additional terms and conditions apply:

Ownership of Work Product. In performance of the Consultant's obligations under this Agreement, the City may receive access to intellectual property (including, but not limited to, know-how and software) ("Intellectual Property") owned, controlled, or licensed by the other party or a third party ("Owner"). With respect to said Intellectual Property, the City and the Consultant agree as follows:

A. Intellectual Property (including derivative works thereof, regardless of authorship) owned, controlled, or licensed by an Owner before commencement of the Scope of Work shall remain the property of the Owner;

54B-2026 9/15/26

B. Intellectual Property (other than derivative works of the CITY's Intellectual Property) developed in connection with this Agreement shall be owned by the Consultant;

C. Upon payment of all amounts due under this Agreement, the Consultant shall be deemed to have granted the City a non-exclusive, worldwide, royalty-free license as to the deliverables identified in the Scope of Work. This includes any licenses made available to the City that are being offered under a Software as a Service (SaaS) subscription model based on an annual renewal term. The City shall have the right to make, use, disclose, configure, display, and perform publicly such work for its own internal, non-commercial uses.

D. Consultant acknowledges that City is a municipal corporation organized and existing under the laws of the State of Washington and subject to the Public Records Act (Chapter 42.56 RCW).

Nothing herein shall affect or modify the City's obligation to disclose public records under Chapter

42.56 RCW or other applicable law.

1. Consultant may physically mark documents as “Confidential Information.” In the event any materials marked "Confidential Information" is requested, the City may either withhold the records or provide reasonable notice of the request to Consultant.

Consultant shall have the sole responsibility to seek a court order prohibiting the release of the "Confidential Information" under RCW 42.56.540. Under no circumstances shall the City's compliance with its obligations under the Public Records Act be considered a breach of this Agreement (including where the City inadvertently fails to provide advance notice to Consultant of the request and disclosure).

2. Consultant may include the following notation on any documents furnished to the City under this Agreement:

NOTICE: The information herein has been prepared for the use of the City of Bellingham, Washington and no others, and is disclosed solely as required under Chapter 42.56 RCW or other applicable law. The information contains data that is copyrighted; all rights reserved and as such shall not be used by or disclosed outside the original recipient of this disclosure. Recipient may not use the information to provide services to any other person or entity for a fee or other consideration.