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Home My WebLink AboutR-2025-041 Resolution awarding RFP 12412P and authorizing agreement with Country Garden Nursery LLC for the Downtown Flower Program RESOLUTION NO. R-2025-041 A RESOLUTION awarding of RFP 12412P and authorizing an agreement with Country Garden Nursey LLC., for the Downtown Flower Program. WHEREAS, the City posted and published notice on December 17 and 19, 2024 in the Yakima Herald Republic, on the city's webpage and Public Purchase.com, and by email that RFP No. 12412P was available for competitive proposals; and WHEREAS, the RFP specifications wet out to a total of 23 Vendors, three being from the Yakima Valley, and WHEREAS, Proposals were due January 16, 2025, at 2:00 p.m.; proposals that were timely received were publicly opened in City Council Chambers in Yakima, Washington; and WHEREAS, two proposals were received from the following: Best Choice, dba Evergreen Services, Sunnyside, WA. Country Garden Nursery, McMinnville, OR.; and WHEREAS, Purchasing reviewed the proposals for responsiveness to the RFP Specifications making sure the Proposals met all mandatory requirements; and WHEREAS, Country Garden Nursery, LLC., was the only responsive Proposal received from a responsible Proposer; and WHEREAS, Purchasing and the Downtown Yakima Business Improvement District reviewed Country Garden Nursery's Proposal and determined it meets the needs of the City and the Downtown Yakima Business Improvement District to provide vibrant, clean, green and colorful bedding plants and hanging baskets full of flowers for maximum impact; and WHEREAS, Purchasing and the Downtown Yakima Business Improvement District recommend Award and Contract be issued to Country Garden Nursery, LLC.; and WHEREAS, the City Council has determined that approval of the Award and the attached Agreement meets the requirements of this solicitation and the needs of the City of Yakima and is in the best interest of the City of Yakima; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The RFP is hereby awarded and the City Manager is hereby authorized to execute the Contract with Country Garden Nursery, LLC., attached hereto and incorporated herein by this reference, for the procurement of hanging flower baskets and bedding plants for the downtown core in accordance with the terms set forth therein. ADOPTED BY THE CITY COUNCIL this 18th day of February, 2025. � Kim� Patricia Byers, ayor ATTEST: EST: VAa -Jt Brandy B adfor , Dep C ty Clerk isFoPs PROFESSIONAL SERVICES AGREEMENT FOR 12412P DOWNTOWN FLOWER PROGRAM THIS PROFESSIONAL SERVICES AGREEMENT, entered into on the date of last execution, between the City of Yakima, a Washington municipal corporation ("City"), and County Garden Nursery, LLC. ("Contractor"). WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree as follows: 1. Statement of Work The minimum services(hereinafter referred to as"Services")that the Contractor will provide include services described in RFP 12412P, which are attached as Exhibit A hereto and incorporated herein by this reference. 2. Compensation The City agrees to pay the Contractor according to Exhibit B, attached hereto and incorporated herein, which Exhibit includes the deliverables and payment schedule of itemized prices as listed in the Contractor's Proposal submittal at the time and in the manner and upon the conditions provided for the Contract. 3. Contract Term The period of this Contract shall be for a period of one (1) year from its effective date. The City may, at its option, extend the Contract on a year to year basis for up to four(4) additional years. Contract extensions shall be automatic, and shall go into effect without written confirmation, unless the City provides advance notice of the intention to not renew. 4. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to performance of the Services. Contractor shall not represent that it is, or hold itself out as, an agent or representative of City. In no event shall Contractor be authorized to enter into any agreement or undertaking for,or on, behalf of City. 5. Successors and Assigns a. Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or interests accruing from this Contract without the prior written consent of the other. b. The Contractor for himself, and for his heirs, executors, administrators, successors, and assigns, does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 6. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential, and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 7. Inspection and Production of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of(or failure or delay in making)such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the Page 1 of 16 ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to the Services will be provided to the City upon the City's request. b. Contractor shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the City. Until the expiration of six(6)years after final payment of the compensation payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule, Contractor shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of Contractor's books, documents, papers and records which are related to the Services performed by Contractor under this Contract. If any litigation, claim, or audit is started before the expiration of the six-year period, or for the required period outlined by the Washington Secretary of State's record retention period if longer, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. c. All records relating to Contractor's services under this Contract must be made available to the City, and the records relating to the Services are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to Contractor's services under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. d. The terms of this section shall survive any expiration or termination of this Contract. 8. Guarantee The Contractor shall guarantee all plants for a minimum establishment period of one (1) month from date of written initial acceptance by the City,and that plants shall be alive and in satisfactory growth(as determined by the City). Prior to the conclusion of the guarantee period, inspection will be made by the City. Plant materials shall be replaced if fifty percent (50%) or more of the above soil portion is dead, dying, diseased, damaged, or infested as determined by the City. Dead plants are to be removed from the site and replaced with the same kind and size of planting. Replanting, when resulting from site disturbance by others, shall be at an additional charge. 9. Work Made for Hire All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the property of the City. The City shall own any and all data,documents, plans,copyrights, specifications,working papers,and any other materials the Contractor produces in connection with this Contract. On completion or termination of the Contract, the Contractor shall deliver these materials to the City. 10. Compliance with Law Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws, ordinances, rules, regulations, and policies now exist or may hereafter be amended or enacted. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal,state,and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project,pay all charges and fees,and give all notices necessary and incidental to the due and lawful execution of the work. Page 2 of 16 a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License and pay all charges, fees, and taxes associated with said license. Contractor must provide proof of a valid Washington department of Revenue state excise tax registration number, as required in Title 82 RCW. b. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number. Contractor must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3). c. Contractor must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. d. Foreign(Non-Washington)Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and agreed that any such corporation will promptly take all necessary measures to become authorized to conduct business in the City of Yakima,at their own expense,without regard to whether such corporation is actually awarded the contract,and in the event that the award is made,prior to conducting any business in the City. 11. Nondiscrimination Provision During the performance of this Contract,the Contractor agrees as follows: The Contractor shall not discriminate against any person on the grounds of race,creed, color, religion, national origin, sex, age, marital status, sexual orientation, gender identity, pregnancy,veteran's status, political affiliation or belief,or the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act(42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment,upgrading,demotion,transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. Contractor agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for any future City contracts. RCW 35.22.650:Contractor agrees that the Contractor shall actively solicit the employment of minority group members. Contractor further agrees that the Contractor shall actively solicit bids for the subcontracting of goods or services from qualified minority businesses.Contractor shall furnish evidence of the Contractor's compliance with these requirements of minority employment and solicitation. Contractor further agrees to consider the grant of subcontracts to said minority bidders on the basis of substantially equal proposals in the light most favorable to said minority businesses. The Contractor shall be required to submit evidence of compliance with this section as part of the bid. Nothing in this Agreement shall require Contractor or any of its subcontractor(s)to take action that would be deemed discrimination or preferential treatment in violation of RCW 49.60.400. Pursuant to RCW 49.60.400(6), this Section does not prohibit action that must be taken to establish or maintain the City's eligibility for any federal program, if ineligibility would result in a loss of federal funds to the City. 12. Pay Transparency Nondiscrimination Provision The Contractor will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is(a)in response to a formal complaint or charge, (b) Page 3 of 16 in furtherance of an investigation, proceeding,hearing,or action, including an investigation conducted by the employer, or(c)consistent with the contractor's legal duty to furnish information. 13. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts,failures to act,errors or omissions of the Contractor, or any Contractor's agent or subcontractor, in performance of this Agreement,except for claims caused by the City's sole negligence. The City's right to indemnification includes attorney's fees costs associated with establishing the right to indemnification hereunder in favor of the City. b. If any suit,judgment, action, claim or demand arises out of, or occurs in conjunction with, the negligent acts and/or omissions of both the Contractor and the City, or their elected or appointed officials, officers, employees, agents, attorneys or volunteers, pursuant to this Contract, each party shall be liable for its proportionate share of negligence for any resulting suit, judgment, action, claim, demand, damages or costs and expenses, including reasonable attorneys'fees. c. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages,compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. d. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, shall be only to the extent of the Contractor's negligence. e. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. f. The terms of this Section shall survive any expiration or termination of this Contract. 14. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. If Contractor carries higher coverage limits than the limits stated below, such higher limits shall be shown on the Certificate of Insurance and Endorsements and the City shall be named as an additional insured for such higher limits. Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. Page 4 of 16 Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this agreement and a basis for termination. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Agreement,and any insurance,self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. The following insurance is required: a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars($2,000,000.00)per occurrence,combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. If Contractor carries higher coverage limits,such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials,employees, agents,attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. b. Automobile Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence. If Contractor carries higher coverage limits, such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees,agents,attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is,the coverage amount,the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials, employees, agents, attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein,as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non-Owned coverage if necessary. Page 5 of 16 c. Employer's Liability(Stop Gap) Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease,and occupational health and safety laws,statutes,and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its employees for services performed under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s) to comply with insurance requirements does not limit Contractor's liability or responsibility. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements,defense costs, or other payments made by Contractor's insurance. If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. 15. Severability If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms,conditions or applications which can be given effect without the invalid term, condition or application. To this end, the terms and conditions of this Contract are declared severable. 16. Contract Documents This Contract, the Request for Qualifications & Proposals No. 12412P Downtown Flower Program Scope of Work, conditions, addenda, and modifications and Contractor's proposal (to the extent consistent with Yakima City documents) constitute the Contract Documents and are complementary. Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede other inconsistent provisions. These Contract Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Contract. 17. Termination Termination for Cause In the event the Contractor breaches this Contract, the City may terminate the Contract at its sole discretion in such event that it provides the Contractor with written notice of Contractor's breach and the Contractor fails to cure its breach within 30 days of this notice. In the event of the City breaches this Contract,the Contractor may terminate the Contract at its sole discretion in such event that it provides the City with written notice of City's breach and the City failes to cure its breach of the Contract within 60 days of this notice. The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the Contractor: a. Defaults on an obligation under the Contract; b. Fails to perform any material obligation required under the Contract; c. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; d. Allows any final judgment not to be satisfied or a lien not to be disputed after a legally-imposed, 30-day notice; Page 6 of 16 e. Makes an assignment for the benefit of creditors; f. Fails to follow the sales and use tax certification requirements of the State of Washington; g. Incurs a delinquent Washington tax liability; h. Becomes a State or Federally debarred Contractor; i. Is excluded from federal procurement and non-procurement Contracts; j. Fails to maintain and keep in force all required insurance, permits and licenses as provided in the Contract; k. Fails to maintain the confidentiality of the City information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; I. Contractor performance threatens the health or safety of a City, County or municipal employee;or Termination for Convenience The City may terminate the Contract, without cause, by providing 30 days written notice of termination. In the event of termination for convenience,the Contractor shall be entitled to receive compensation for any fees owed under the Contract. The Contractor shall also be compensated for partially completed services. In this event, compensation for such partially completed services shall be no more than the percentage of completion of the services requested, at the sole discretion of the City, multiplied by the corresponding payment for completion of such services as set forth in the Contract.Alternatively, at the sole discretion of the City,the Contractor may be compensated for the actual service hours provided. The City shall be entitled to a refund for goods or services paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor requesting the refund. Change in Funding In addition to the above termination provisions, if the funds upon which the City relied to establish this Contract are withdrawn,reduced,or limited,or if additional or modified conditions are placed on such funding,the City may terminate this Contract by providing at least five business days written notice to the Contractor. The termination shall be effective on the date specified in the notice of termination. 18. Dispute Resolution In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences,then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing,other available means of dispute resolution may be implemented. 19. Re-Award When the contract is terminated by the Contractor upon providing the written notice as herein required, the City, pursuant to City ordinance, may re-award the contract to the next most responsible Proposer within 120 days from original award. When a Contractor is unable to supply goods and/or services to the City and is in breach of the contract, or when the contract is terminated by the City for cause as herein provided, the City reserves the right to re-award the contract to the next most responsible Proposer within 120 days from original award. Page 7 of 16 20. Substitution The Contractor shall not substitute or deviate from said specifications of this Contract without a written amendment, signed by the City Manager,or pursuant to Section 55 below entitled"Change or Notice". Any violation of this procedure by the Contractor will be considered cause for immediate cancellation of the Contract for cause by the City. 21. Contractor Shall Furnish Except as otherwise specifically provided in this Contract, Contractor shall furnish the following, all as the same may be required to perform and provide the services in accordance with the terms of this Contract: personnel, labor, products and supervision; and technical, professional and other services. All such services, products, property and other items furnished or required to be furnished, together with all other obligations performed or required to be performed, by Contractor under this Contract are sometime collectively referred to in this Contract as the"(Services)." 22. Complementary Provisions All provisions of this Contract are intended to be complementary, and any services required by one and not mentioned in another shall be performed to the same extent as though required by all. Details of the services that are not necessary to carry out the intent of this Contract, but that are not expressly required, shall be performed or furnished by Contractor as part of the services,without any increase in the compensation otherwise payable under this Contract. 23. Invoices The City will use its best efforts to pay each of Contractor's invoices within thirty(30) days after the City's receipt and verification thereof; provided, however, that all such payments are expressly conditioned upon Contractor providing services hereunder that are satisfactory to the City. The City will notify the Contractor promptly if any problems are noted with the invoice. To insure prompt payment, each invoice should cite purchase order number, RFQP number, detailed description of work, unit and total price,discount term and include the Contractor's name and return remittance address. Contractor will mail invoices to the City at the following address: TO CITY: City of Yakima Accounts Payable COPY TO: Downtown Assocation of Yakima 129 N 2nd Street Curt Wilson, Executive Director Yakima, WA 98901 14 S. 1st Street Yakima, WA. 98901 24. Prime Contractor Contractor is the Prime Contractor hereunder. The Prime Contractor shall be the sole point of contact with regard to all contractual matters arising hereunder,including the performance of services and the payment of any and all charges resulting from its contractual obligations. 25. Delegation of Professional Services The services provided for herein shall be performed by Contractor, and no person other than regular associates or employees of Contractor shall be engaged on such work or services. Contractor shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the services, with or without the City's prior written consent, shall relieve Contractor of its responsibility to perform the services in accordance with this Contract. Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees, Contractor's subcontractors, and any other person who performs or furnishes any services(collectively,the"Support"). Page 8 of 16 Contractor shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the services. Contractor shall not represent that it is, nor hold itself out as, an agent or representative of the City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of the City. Neither the Contractor nor any employee of the Contractor is entitled to any benefits that the City provides its employees. The Contractor is solely responsible for payment of any statutory workers compensation or employer's liability insurance as required by state law. The Contractor will have an active account with the Department of Revenue, other state agencies as needed, and a separate set of books or records that reflect all items of income and expenses of the business that the Contractor is conducting. Contractor shall perform the services in a timely manner and in accordance with the standards of the profession. At the time of performance, Contractor shall be properly licensed, equipped, organized, and financed to perform the services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Contractor shall perform the services in accordance with its own methods. 26. Licenses If applicable, Contractor shall have a valid and current business license per Chapter 5.02 Section 5.02.010 of the Yakima Municipal Code covering this type of business and shall satisfy all applicable City Code provisions. Said license shall be obtained prior to the award of any contract. Inquiries as to fees, etc., should be made to the Office of Code Administration,telephone(509)575-6121. In addition,Contractors are required to be registered by the State per Chapter 18.27 of the Revised Code of Washington and their registration number must be listed on the RFP. Contractor shall take all reasonable precautions to protect against any bodily injury (including death) or property damage that may occur in connection with the services. 27. Removal of Subcontractor If dissatisfied with the background, performance, and/or general methodologies of any subcontractor, the City may request in writing that the subcontractor be removed. The Contractor shall comply with this request at once and shall not employ the subcontractor for any further work/services under this Contract. 28. Taxes and Assessments Contractor shall be solely responsible for and shall pay all taxes,deductions,and assessments,including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. The City and its agencies are exempt from payment of all federal excise taxes, but not sales tax(currently at 8.3%). Tax will not be considered in determining which proposal is the lowest or best, however RCW 39.30.040 allows the City to take any sales tax and B&O tax that is will receive from purchasing supplies, materials and equipment within its boundaries into consideration when determining the lowest responsible Proposer. 29. Contractor Tax Delinquency Contractors who have a delinquent Washington tax liability may have their payments offset by the State of Washington. 30. Inspection: Examination of Records The Contractor agrees to furnish the City with reasonable periodic reports and documents as it may request and in such form as the City requires pertaining to the work or services undertaken pursuant to this Agreement. The costs Page 9 of 16 and obligations incurred or to be incurred in connection therewith, and any other matter are to be covered by this Agreement. The records relating to the services shall, at all times, be subject to inspection by and with the approval of the City, but the making of(or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the services in accordance with this Contract, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities. 31. Recordkeeping and Record Retention The Contractor shall establish and maintain adequate records of all expenditures incurred under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, state and local ordinances. 32. Confidential, Proprietary and Personally Identifiable Information Contractor shall not use Confidential, Proprietary or Personally Identifiable Information of City for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations there under. Contractor shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors,officers,employees,and agents("Representatives") who have a business-related need to have access to such Confidential Information in furtherance of the limited purposes of this Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this Contract. Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically. Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the City in writing, Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain Confidential Information of the City, as directed. Contractor shall maintain all Confidential Information as confidential for a period of three (3) years from the date of termination of this Contract, and shall return or destroy said Confidential Information as directed by the City in writing. Contractor may disclose Confidential Information in connection with a judicial or administrative proceeding to the extent such disclosure is required under law or a court order, provided that the City shall be given prompt written notice of such proceeding if giving such notice is legally permissible. 33. Suspension of Work The City may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond the City's control are interfering with normal progress of the Service. The Contractor may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond Contractor's control are interfering with normal progress of the Service. The Contractor may suspend Service on the Project in the event the City does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the Service shall be extended by the number of days the Service is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate the Service on the suspended portion of Project in accordance with Section 17. Page 10 of 16 34. Provision of Services The Contractor shall provide the services set forth herein with all due skill, care, and diligence, in accordance with accepted industry practices, standards and legal requirements, and to the City's satisfaction;the City decision in that regard shall be final and conclusive. The City may inspect, observe and examine the performance of the services performed on the City premises at any time. The City may inspect, observe and examine the performance of Contractor's services at reasonable times,without notice, at any other premises. a. If the City notifies the Contractor that any part of the services rendered are inadequate or in any way differ from the Contract requirements for any reason, other than as a result of the City's default or negligence, the Contractor shall, at its own expense, reschedule and perform the services correctly within such reasonable time as the City specifies. This remedy shall be in addition to any other remedies available to the City by law or in equity. b. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its subcontractors perform the services,and the Contractor shall observe,abide by, and perform all of its obligations in accordance with all legal requirements and City work rules. 35. Assignment This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted,then the assignee shall assume all duties,obligations,and liabilities of Contractor stated herein. 36. No Conflict of Interest Contractor represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect,which would conflict in any manner or degree with the performance of this Contract. Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 37. Material Safety Data Sheet If any item(s)on an order(s) resulting from this award(s) is a hazardous chemical, as defined under 29CFR 1910.1200, provide one (1)copy of a Material Safety Data Sheet for each item with the shipped container(s)and one (1)copy with the invoice(s). 38. Promotional Advertising 1 News Releases Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the City. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency. 39. Time is of the Essence Timely provision of the services required under this Contract shall be of the essence of the Contract, including the provision of the services within the time agreed or on a date specified herein. 40. Expansion clause Any resultant contract may be further expanded by the Purchasing Manager in writing to include any other item normally offered by the Contractor, as long as the price of such additional products is based on the same cost/profit formula as Page 11 of 16 the listed item/service. At any time during the term of this contract, other City departments may be added to this contract, if both parties agree. 41. Patent Infringement The contractor selling to the City the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the City (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it)for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit. 42. Safety Requirements All materials,equipment,and supplies provided to the City must comply fully with all safety requirements,federal,state and local laws,ordinances, rules, regulations as set forth by the State of Washington RCW's,WAC's and all applicable OSHA Standards. 43. Warranty Unless otherwise specifically stated by the Proposer, Contractor warrants that all goods and/or services furnished under this contract are warranted against defects by the Proposer for one (1) month from date of receipt, conform strictly to the specifications herein, are merchantable, free from defect damage or infestation, are fit for the intended purpose of which such goods and services are ordinarily purchased and/or employed and if a particular purpose is stated in a Special Condition,the goods are then warranted as for that particular purpose. Contractor further warrants that no violation of any federal, state or local law, statute, rule, regulation, ordinance or order will result from the manufacturer, production, sale, shipment, installation, display or use of any other goods. Contractor's warranties(and any more favorable warranties,service policies,or similar undertaking of Contractor)shall survive delivery, inspection, and acceptance of the goods or services. 44. Access and Review of Contractor's Facilities The City may visit and view any of the offices, premises, facilities and vehicles of the Contractor and/or Contractor's Subcontractor upon request and reasonable notice during the term of the Contract and Contract renewals/extensions. 45. Facility Security The City may prohibit entry to any secure facility,or remove from the facility,a Contract employee who does not perform his/her duties in a professional manner, or who violates the secure facility's security rules and procedures. The City reserves the right to search any person, property, or article entering its facilities. 46. Waiver of Breach A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency,delay or failure of either party to insist upon strict performance of any agreement,covenant or condition of this Contract,or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant,condition or right. 47. Integration This Contract, along with the City of Yakima's RFP 12412P Downtown Flower Program and the Contractor's response to the Request for Qualifications ("RFQ"), represents the entire understanding of the City and Contractor as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Contract may not be modified or altered except in writing signed by both parties. Page 12 of 16 48. Force Majeure Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, pandemics, war, riot,delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or actual delay. Normally, in the event or any such delays (acts of God, etc.)the date of delivery will be extended for a period equal to the time lost due to the reason for delay. 49. Materials Bough from Different Supplier Should the Contractor be unable to or refuse to supply materials,on any given day,against this predetermined delivery schedule to which the supplier has agreed and the City is forced to do the work with materials bought from a different supplier,the difference in the Bid price of the materials and that paid the new supplier, in order to do the work,shall be charged to and paid for by the Contractor holding the Bid award for these products. Contractor shall not, however, be responsible for delays in delivery due to: 1. Unavoidable mechanical breakdowns 2. Strikes 3. Inability to secure component materials 4. Acts of God 5. Fire Provided the City of Yakima Purchasing Manager is notified in writing by the Contractor of such pending or actual delay. In the event of any delay, the date of delivery shall be extended for a period equal to the time lost due to the reason for the delay. 50. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 51. Venue The venue for any judicial action to enforce or interpret this Contract shall lie in a court of competent jurisdiction in Yakima County, Washington. 52. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that they have been fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract. 53. Notice of Change in Financial Condition If, during the Contract Term, the Contractor experiences a change in its financial condition that may affect its ability to perform under the Contract, or experiences a change of ownership or control, the Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. 54. Change or Notice Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and signed by both responsible parties; no changes without such signed documentation shall be valid. No alterations outside of the general scope and intent of the original Request for Proposals or in excess of allowable and accepted price changes shall be made. In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any properly executed amendment. Page 13 of 16 Notice of Business Changes: Contractor shall notify the City in writing within three(3) business days of any change in ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City in writing as soon as possible, and in no event later than three(3) business days, after any decision by the Contractor to change or discontinue service that will affect services provided to the City under this Contract. The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to accommodate a change in governing law or policy that, in the sole discretion of the City, either substantially and unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or compliance with the totality of the Contract impossible,patently unreasonable,or unnecessary. Notices and demands under and related to this Contract shall be in writing and sent to the parties at their addresses as follows: TO CITY: COPY TO: TO CONTRACTOR: Susan Knotts Curt Wilson Melissa McLaughlin Buyer II Executive Director Country Garden Nursery, LLC City of Yakima Purchasing Division Downtown Assocation of Yakima 6275 NW Poverty Bend Rd. 129 North 2nd Street 14 S. 1st Street McMinnville, OR 97128 Yakima WA, 98901 Yakima, WA 98901 55. Survival The foregoing sections of this Contract, 1-55 inclusive, shall survive the expiration or termination of this Contract in accordance with their terms. IN WITNESS WHEREOF,the parties hereto execute this Contract as of the day and year first above written. CITY OF I COUNTRY GARDEN NURSERY, LLC. Y\1\9[2.-174 °&,-, C12:2s. • By: City Manager Date: i -%o Date: February 10, 2025 CITY CONTRACT NO ( (3'S-o55 Attest: RESOLUTION NO 4_" .1--C)-I elissa A. McLaughlin AP" ( t name) (Joe,' City Clerk 411' 1 c ..* 'o= Attachments: Exhibit A—RFP 12412P Sp6' ns Exhibit B—Cost Proposal (Compensation) Page 14 of 16 EXHIBIT A RFP 12412P Specifications DOWNTOWN FLOWER PROGRAM Minus the following forms Cost Proposal Form Proposer Questionnaire Form Proposer Reference Form Sample Contract Page 15 of 16 City of Yakima NOTICE TO PROPOSERS RFP NO. 12412P Notice is hereby given by the undersigned that electronic sealed Requests for Proposals will be accepted via PublicPurchase.com until the hour of 2:00:0o PM PST on January 16, 2025, RFPs will be publicly opened in Yakima City Hall, Council Chambers, 129 N. 2nd Street, Yakima, Washington 98901. At such time, Proposers names will be publicly read for: Downtown Flower Program for The Downtown Yakima Business Improvement District Instructions to register with PublicPurchase.com are available at www.yakimawa.gov/services/purchasing. The City of Yakima reserves the right to reject any & all RFPs. The City hereby notifies all Proposers that it will affirmatively ensure compliance with WA State Law Against Discrimination(RCW chapter 49.60)&the Americans with Disabilities Act(42 USC 12101 et set.) Dated December 17, 2024. Publish on December 17 and 19, 2024 Susan Knotts, NIGP-CPP, CPPB, CPPO RFP 12412P Downtown Flower Program Page 1 of 41 CITY OF YAKIMA REQUEST FOR PROPOSAL #12412P • SIGNATURE SHEET `�� MUST BE SUBMITTED WITH PROPOSAL THIS IS NOT AN ORDER RFP Release Date December 17, 2024 Proposal Receipt: Proposers must first register with PublicPurchase com and Proposal shall be completely uploaded into PublicPurchase.com no later than the date and time listed below. Register as early as possible and do not wait until the due date to upload your documents, as this may take some time Late Proposals will not be accepted or evaluated. If you try to submit a Proposal late, the electronic system will not receive it. Proposal openings are public. Proposals shall be firm for acceptance for ninety (90) days from date of Proposal opening, unless otherwise noted. RFP's ARE ONLY RECEIVED THROUGH PUBLICPURCHASE.COM Purchasing For. Buyer in charge of this procurement(Contact for further information) City of Yakima Susan Knotts, NIGP-CPP, CPPB, CPPO 129 N. 2nd Street Buyer II Yakima, WA 98901 Proposals Must be completely uploaded by: Public Opening Q Phone E-Mail Address January 16, 2025 at 2:00:0o PM PST (509) 575-6095 Susan.Knotts@YakimaWA.Gov PROJECT DESCRIPTION SUMMARY Downtown Flower Program Downtown Yakima Business Improvement District Enter Prompt Payment Discount: %net days Delivery Details: FOB Destination, Freight Prepaid, Inside Delivery required ❑ I hereby acknowledge receiving addendum(a) , , (use as many spaces as addenda received) In signing this Proposal we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a Proposal; that this Proposal has been independently arrived at without collusion with any other Proposer, competitor or potential competitor; that this Proposal has not been knowingly disclosed prior to the opening of Proposals to any other Proposer or competitor;that the above statement is accurate under penalty of perjury. Furthermore, the Washington State Interlocal Cooperative Act (RCW 39.34) provides that other governmental agencies may purchase goods or services on this solicitation or contract in accordance with the terms and prices indicated therein if all parties agree. The City does not accept any responsibility or involvement in the purchase orders or contracts issued by other public agencies. We will comply with all terms,conditions and specifications required by the City of Yakima in this Request for Proposal and all terms of our Proposal. Company Name Company Address Name of Authorized Company Representative(Type or Print) Title Phone ( Fax ( ) Signature of Above Date Email Address RFP 12412P Downtown Flower Program Page 2 of 41 TABLE OF CONTENTS I. DEFINITIONS 5 The following definitions of terms shall apply, unless otherwise indicated. . 5 II GENERAL INFORMATION 6 1. Introduction. .6 2 Scope and Objectives . . . 6 3. Background and Current Operations 6 4 Contracting Agency and Point of Contact 7 5 Public Records Access 7 6. Proprietary Information 7 7. Requests for Public Disclosure . 7 8. Retention of Rights . . 7 9. Clarifications and/or Revisions to Specification and Requirements . 7 10. News Releases . . 8 11 Proposer Conference and Site Visit.... . 8 12. Examining Documents & Facilities 8 13. Calendar of Events 8 14 Contract Term . . 8 15. Incurring Costs . . 8 16. No Obligation to Contract . . 8 17. Best Modern Practices . . 8 18. Equal/Approved Equal . . 9 19 More or Less 9 20 Delivery/Completion ... . . . . 9 21 Delivery Acceptance.... .. . . . 9 22. Risk of Loss .9 23 Inspection ........... .... . . . 9 24. Delivery of Unapproved Substitutions 9 25 Credit Card Acceptance . .10 26 Price Increases . . . . . . 10 27. Points not addressed: . . 10 III. PREPARING AND SUBMITTING A PROPOSAL 11 1 General Instructions . . . . 11 2. Organization and Format of Required Proposal Elements 11 3. Prohibition of Proposer Terms & Conditions 12 4 Submitting a Proposal ... . 12 5. Multiple Proposals 12 6. Withdrawal of Proposals 12 RFP 12412P Downtown Flower Program Page 3 of 41 IV. EVALUATION AND CONTRACT AWARD 13 1. Preliminary Evaluation 13 2. RFP Evaluation 13 3. Evaluation Criteria 13 4. Proposer Presentations/Scoring 13 5. Notification of Intent to Negotiate/Intent to Award 14 6. Award / Best and Final Offers 14 7. Tied Score 14 8. Right to Reject Proposals and Negotiate Contract Terms 14 9. Offer in Effect for Ninety (90) Days 14 10. Prompt Payment 14 11. Tax Revenues 14 12. Protest Procedure. 14 V. PROPOSAL REQUIREMENTS 15 1. Proposer Qualifications 16 2. Contract Performance Requirements 16 3. General Requirements 16 F. Required Forms 18 VI. COST PROPOSAL 19 1. General Instructions for Preparing Cost Proposals 19 2. Total Project Cost 19 3. Pricing and Discount 19 4. Price Clarifications 19 VII. REQUIRED FORMS 22 VIII. SAMPLE CONTRACT 27 RFP 12412P Downtown Flower Program Page 4 of 41 I. DEFINITIONS The following definitions of terms shall apply, unless otherwise indicated: "Buyer" means the contact person listed on page 2 of this document. "City" means the City of Yakima, Washington. Also referred to as "Owner". "Contract" means written agreement between the "Owner" and the "Contractor" (or "Successful Proposer") that covers the delivery of work to be performed subsequent to this RFP. "Contract Manager" means the individual in the City of Yakima Purchasing Division (Buyer) responsible for managing this RFP and subsequent contractual issues. "Contractor" means a proposer that is awarded a Contract under this RFP and its employees or other personnel (including officers, agents and subcontractors) provided by the Contractor to perform work under this Contract. "Department" means the City of Yakima, Department/Division. "Executive" means the City of Yakima City Manager "Owner" also referred to as City of Yakima. "Project Manager" means the individual in City of Yakima Departments/Divisions and/or an assigned individual from the Contractor responsible for administering day-to-day operational matters of the Contract. "Proposal" means the complete response of a proposer submitted on the approved forms and setting forth the proposer's prices for providing the services described in the RFP. "Proposer" means any individual, company, corporation, or other entity that responds to this RFP. "RFP" means Request for Proposal. "SOW" means Statement of Work. "Subcontractor" means any entity that enters into any agreement with the Contractor to fulfill the requirements and performance obligations of the Contract. RFP 12412P Downtown Flower Program Page 5 of 41 RFP # 12412P DOWNTOWN FLOWER PROGRAM II. GENERAL INFORMATION 1. Introduction The purpose of this Request for Proposal (RFP) is to provide interested parties with information to enable them to prepare and submit a proposal for the City of Yakima Downtown Flower Program. The City of Yakima (referred to as "Owner" throughout this document), Downtown Yakima Business Improvement District (DYBID), as represented by City Purchasing, intends to use the results of this solicitation to award a contract for such services. 2. Scope and Objectives The Owner is requesting services to prepare City owned hanging baskets full of flowers/plantings on tops and sides and bedding plants for the downtown area. Flowers baskets and bedding plants to be delivered and baskets hung in place by the first week of May. 3. Background and Current Operations ABOUT THE OWNER The City of Yakima, county seat of Yakima County, was incorporated in 1886 and is located in central Washington State. It encompasses 28.7 square miles in an area of rich volcanic soil.The City is 145 miles southeast of Seattle, and 200 miles southwest of Spokane, Washington. The region is served by rail, highway and air transportation facilities, which have helped develop the City as the commercial and business center of Central Washington. With a 2020 population of 96,968 Yakima is the eleventh largest city in the State of Washington. The City provides the full range of municipal services contemplated by charter or statute.These include public safety (police, fire, and building), public improvements (streets, traffic signals), sanitation (solid waste disposal, sanitary wastewater utility),water and irrigation utilities,transit, community development, parks and recreation, and general administrative services. The City of Yakima lies within Yakima County in the fertile Yakima River Valley. Apples, cherries, pears, grapes, and other fruits, plus a wide variety of field crops and vegetables make the Yakima Valley one of the top agricultural producing areas of the nation. There are over 400,000 acres of Agriculture zoned land within the County which produce over thirty types of fruits and vegetables. With its farm production base, the Yakima area is a major food processing region. Adding to the area's economy are over 250 manufacturing firms in the Yakima area that produces a variety of products including wood products, packaging, plastic products, produce and aircraft parts. CURRENT OPERATIONS Currently the City owns 300 hanging flower baskets to be hung within the outline area in the map provided in section V. Proposal Requirements. The hanging baskets are transported to the contracted vendor at the beginning of the growing season to be filled with fresh soil and plantings. During the first week of May, contracted vendor transports all baskets to downtown Yakima and hangs all baskets on the street posts in the designated area. The flower baskets are maintained by Downtown Maintenance Staff who deadhead the plants on a weekly basis, monitor the plants daily for soil moisture conditions and apply liquid fertilizer by hand. At the end of the season, Downtown Maintenance Staff removes the hanging baskets from the street posts and transports them to the storage site. This includes removing plants and soil from the hanging baskets, in order to store the liners and baskets. RFP 12412P Downtown Flower Program Page 6 of 41 4. Contracting Agency and Point of Contact This RFP is issued by the City of Yakima Purchasing Division. The person responsible for managing this RFP process from beginning to end is the Buyer listed on page 2 of this solicitation. From the date of release of this RFP until a Notice of Intent to Award the Contract is issued,all contacts with Owners employees, and other personnel performing official business for the Owner regarding this RFP shall be made through the Buyer listed on page 2. Contact with other Owner personnel regarding this RFP is not permitted during the procurement process and violation of these conditions may be considered sufficient cause for rejection of a Proposal and disqualification of the Proposer. 5. Public Records Access It is the intention of the Owner to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Proposal openings are public unless otherwise specified. Records will not be available for public inspection prior to issuance of the Notice of Intent to Award or the award of the Contract. 6. Proprietary Information Any consideration of proprietary information is the responsibility of the Proposer to object to through the courts not the Owner (City). All information submitted in response to a request for public disclosure will be handled in accordance with applicable Owner procurement regulations and the Washington State Public Records Act(RCW 42.56 et seq.). It is the Proposer's responsibility to defend the determination in the event of an appeal or litigation. Unless otherwise noted,data contained in a proposal,all documentation provided therein,and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, documentation, and innovations become the property of the Owner. 7. Requests for Public Disclosure Washington State Public Disclosure Act(RCW 42.56 et seq.) requires public agencies in Washington to promptly make public records available for inspection and copying unless they fall within the specified exemptions contained in the Act, or are otherwise privileged. All documents submitted in relation to this Specification shall be considered public records and, with limited exceptions, will be made available for inspection and copying by the public. It is the intent of the Owner(City)to post all RFP responses online and available to the public after the contract is signed. 8. Retention of Rights The Owner retains the right to accept or reject any or all proposals if deemed to be in its best interests. All proposals become the property of Owner upon receipt. All rights, title and interest in all materials and ideas prepared by the proposer for the proposal to Owner shall be the exclusive property of Owner and may be used by the Owner at its option. 9. Clarifications and/or Revisions to Specification and Requirements If a Proposer discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this solicitation, the Proposer has an affirmative duty to immediately notify the Buyer of such concern and request modification or clarification of the RFP document. Unless instructions are specifically provided elsewhere in this document, any questions, exceptions, or additions concerning the subject matter of the RFP document(s) shall not be considered unless submitted via e-mail (no phone calls) to the Buyer listed on page 2, a minimum of five business (5) days prior to the submittal due date. In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this RFP, supplements or revisions will be provided to all known Proposers in the form of an Addendum. All Addenda are RFP 12412P Downtown Flower Program Page 7 of 41 posted on www.yakimawa.gov/services/purchasing and www.publicpurchase.com and/or sent directly to interested parties who have registered for updates to this RFP. If any requirements of the RFP are unacceptable to any prospective Proposer, they may choose not to submit a proposal. 10. News Releases News releases pertaining to the RFP or to the acceptance, rejection, or evaluation of Proposals shall not be made without the prior written approval of the Buyer listed on page 2. 11. Proposer Conference and Site Visit A proposer conference will not be conducted. 12. Examining Documents& Facilities The Proposer is hereby advised that by submitting a Proposal, they have deemed to have studied and examined all facilities and all relevant documents and acknowledged all requirements contained herein before proposing. 13. Calendar of Events Listed below are important dates and times by which actions related to this RFP may be completed. In the event that the Owner finds it necessary to change any of these dates and times it will do so by issuing an addendum to this RFP. DATE EVENT December 17, 2024 RFP Issuance January 3, 2025 Due date for written questions January 6, 2025 ; Addenda -Written answers provided (target) January 16, 2025 at 2:00:0o PM PST Proposals Due Via Public Purchase.com The schedule of events after the Proposal due date will be handled as expeditiously as possible, but there is not a set schedule. An Evaluation Team will be formed to evaluate proposals and may choose to interview Proposers or make site visits. Every effort will be made to notify short-listed proposers of important post-opening dates. 14. Contract Term See Section 3 of Contract. 15. Incurring Costs The Owner is not liable for any cost incurred by a Proposer in the process of responding to this REP including but not limited to the cost of preparing and submitting a response, in the conduct of a presentation, in facilitating site visits or any other activities related to responding to this RFP. 16. No Obligation to Contract This RFP does not obligate the Owner to contract for service(s), or product(s) specified herein. Owner reserves the right to cancel or reissue this RFP in whole or in part, for any reason prior to the issuance of a Notice of Intent to Award. The Owner does not guarantee to purchase any specific quantity or dollar amount. Proposals that stipulate that the Owner shall guarantee a specific quantity or dollar amount will be disqualified (e.g. "all-or-none".) 17. Best Modern Practices All work, including design, shall be performed and completed in accordance with the best modern practices, further, no detail necessary for safe and regular operation shall be omitted, although specific mention thereof may not be made in these specifications. RFP 12412P Downtown Flower Program Page 8 of 41 18. Equal/Approved Equal These specifications are intended to be precise where a specific make, model or trade name is requested. Whenever a make, model or trade name is used, it shall be that or equal, or approved equal. Equal or approved equal means that the make, model or trade name will be given consideration if they fulfill the same performance requirements. The Owner reserves the right to make the decision on acceptability. Each proposer shall clearly identify make, model or trade name of equipment proposed in their proposal. Any equipment proposed as an equal to that herein specified must be substantiated with supporting data to justify such request for substitution. 19. More or Less Quantities are estimated only and shall be bid on a MORE OR LESS basis. For the purpose of comparison, bid proposals shall be made in the quantities listed in this specification. Listed quantities shall not be considered firm estimates of requirements for the year, nor shall the City be bound or limited to quantities listed. Payment will be made only for quantities actually ordered, delivered, and accepted, whether greater or less than the stated amounts. 20. Delivery/Completion Each Vendor is required to have the baskets (with the top and sides filled with flowers) in place by the first week of May, unless otherwise requested by City. Bedding plants and basket delivery shall be over a two-day period, not being more than seven (7) days apart, with half of the baskets arriving with each shipment. Time of delivery is important and will be considered in the evaluation of the Proposals. Time is of the essence and this order is subject to cancellation by the City for Vendor's failure to deliver on time. For any exception to the delivery date specified in these specifications, Vendor shall give prior written notification and obtain written approval from the City. The acceptance by the City of later performance with or without objection or reservation shall neither waive the City's right to claim damages for such breach nor constitute a waiver of the requirements for the timely performance of any Obligation remaining to the performed by Vendor. When delivering and hanging baskets,Vendor must provide at least two people to supervise the delivery and hanging of the baskets to the various project sites. 21. Delivery Acceptance Delivery will be accepted by the project manager between the hours of 8:00 a.m. and 12:00 p.m. Monday through Friday, ready for display. All proposals shall include delivery F.O.B. destination, freight pre-paid to the areas set forth in the proposal specifications given to each Vendor. Please be sure to include all delivery costs in your overall hanging basket cost. 22. Risk of Loss Regardless of the F.O.B. Point specified above, Vendor agrees to bear all risk of loss, injury, or destruction of goods ordered herein which occur prior to actual physical delivery to the City, and such loss, injury, or destruction shall not release Vendor from any obligation hereunder. 23. Inspection Cost of inspection on deliveries or offers for delivery, which do not meet specifications, will be for the account of the Vendor. 24. Delivery of Unapproved Substitutions Vendors are authorized to ship only those items ordered covered by the contract. If a review of orders placed by the City reveals that an item other than those covered by and specified in the contract have been ordered and delivered, the Purchasing Manager will take such steps as are necessary to have the item(s) returned to the Vendor at no cost to the City, regardless of the time elapsed between the date of delivery and discovery of the violation. RFP 12412P Downtown Flower Program Page 9 of 41 25. Credit Card Acceptance The City, in its sole discretion, will determine the method of payment for goods and/or services as part of this agreement. The City's preferred method of payment is by procurement (credit) card. Proposers may be required to have the capability of accepting the City's authorized procurement card as a method of payment. No price changes or additional fee(s) may be assessed when accepting the procurement card as a form of payment. 26. Price Increases Pricing shall be prepared with the following terms. The Purchasing Manager may exempt these requirements for extraordinary conditions that could not have been known by either party at the time of bid or other circumstances beyond the control of both parties, as determined in the opinion of the Purchasing Manager. Prices shall remain firm for the first twelve (12) month period of the contract. Requests for Rate Increases must be delivered to the Buyer listed on Page 2, in accordance with the rules below. No other employee may accept a rate increase request on behalf of the City. Any invoice that is sent to the City with pricing above that specified by the City in writing within this Contract or specified within an official written change issued by Purchasing to this contract,shall be invalid. Payment of an erroneous invoice does not constitute acceptance of the erroneous pricing, and the City would seek reimbursement of the overpayment or would withhold such overpayment from future invoices. A. Discount from Manufacturer List Pricing: For all contract items that are priced as a discount below Manufacturer List prices, there shall be no changes to the discount rate throughout the life of the contract.As manufacturer list prices change, the net price to the City will automatically change in the same percentage as the discount rate to the City. B. Fixed Product Pricing: For product and supply contracts that provide on-going, multiple year supply. Original pricing shall be fixed and firm for the first year of the contract. Price requests are at the discretion of the Purchasing Manager; and must also be: 1) The direct result of increases at the manufacturer's level (or if Bidder is a supplier of a raw material delivered directly to the City such as brass, the increase must be verified at the supplier level). 2) Incurred after contract commencement date. 3) Not produce a higher profit margin than that on the original contract. 4) Clearly identify the items impacted by the increase. 5) Be filed with Purchasing Manager a minimum of thirty(30) calendar days before the effective date of proposed increase. 6) Be accompanied by detailed documentation acceptable to the Purchasing Manager sufficient to warrant the increase. 7) Should not deviate from the original contract pricing scheme/methodology. The United States published indices such as the Producer Price Index or other government data may be referenced to help substantiate the Contractor's documentation. The PPI Commodity Data is available at https://www.bis.gov/ppi/detailed-report/home. The adjustment (if any) shall remain firm and fixed for at least 365 days after the effective date of the adjustment. 27. Points not addressed Proposers are encouraged to list any points not addressed in these specifications that they feel improve or enhance the operation of their unit. RFP 12412P Downtown Flower Program Page 10 of 41 III. PREPARING AND SUBMITTING A PROPOSAL 1. General Instructions The evaluation and selection of a Contractor will be based on the information submitted in the Proposal plus references, and any on-site visits or best and final offers (BAFOs) where requested. Failure to respond to each of the requirements in the RFP may be the basis for rejecting a Proposal. 2. Organization and Format of Required Proposal Elements Proposers responding to this RFP must comply with the following format requirements. The Owner reserves the right to exclude any responses from consideration that do not follow the required format as instructed below. Proposals shall be organized and presented in the order and by the numbers assigned in the RFP with each heading and subheading should be separated by tabs or otherwise clearly marked. Tab 1-Table of Contents Provide a table of contents for the Proposal. Tab 2-RFP Signature Sheet Complete and sign the Signature Sheet, which is page 2 of this RFP solicitation. Tab 3-Transmittal Letter The transmittal letter must be written on the Proposer's official business stationery and signed by an official authorized to legally bind the Proposer. Include in the letter: 1) Name and title of Proposer representative; 2) Name, physical and mailing address of company; 3) Telephone number, fax number, and email address; 4) RFP number and title; 5) A statement that the Proposer believes its Proposal meets all the requirements set forth in the REP; 6) A statement acknowledging the Proposal conforms to all procurement rules and procedures articulated in this RFP, all rights terms and conditions specified in this REP; 7) A statement that the individual signing the Proposal is authorized to make decisions as to the prices quoted and that she/he has not participated and will not participate in any action contrary to the RFP, 8) A statement that the Proposer will be making a number of representations outside of its formal Proposal document in, possibly, discussions, presentations, negotiations, demonstrations, sales or reference material and other information-providing interactions and as such hereby warrants that the Owner can rely on these as inducements into any subsequent contract, and be made a part thereof; Tab 4-Response to Proposer's Qualification Requirements Provide a point-by-point response to each requirement specified in Section IV. 1, of this RFP. Responses that fail to meet these mandatory requirements shall be rejected. Tab 5 -Response to Proposer Contract Performance Requirements Provide a point-by-point response to each requirement specified in Section IV. 2, of this RFP. Responses to requirements must be in the same sequence and labeled as they appear in this RFP. Tab 6-Response to General Requirements Provide a point-by-point response to each service specified in Section IV. 3, of this RFP. Responses to requirements must be in the same sequence and labeled as they appear in this RFP. Tab 7-Sample Contract and Terms and Conditions The Sample Contract provided with this RFP represents the terms and conditions which the Owner expects to execute in a contract with the successful Proposer. Proposers must accept or submit point-by-point exceptions along with proposed alternative or additional language for each point. The Owner may or may not RFP 12412P Downtown Flower Program Page 11 of 41 consider any of the Proposer's suggested revisions. Any changes or amendment to any of the Contract Terms and Conditions will occur only if the change is in the best interest of the Owner. Tab 8- Required Forms Include here any additional completed forms required in the RFP. Failure to complete and/or provide any required forms may result in disqualification of proposal, including, but not limited to: • Proposer Questionnaire • References Tab 9-Cost Proposal Provide all cost information according to the instructions provided in Section IV. 5, of this RFP. Include all costs for furnishing the product(s)and/or service(s)included in this proposal. Identify all assumptions. Failure to provide any requested information in the prescribed format may result in disqualification of the Proposal. Also include on a separate sheet under this tab a list of all Optional Services and the price for each service. If service is not provided please state so. 3. Prohibition of Proposer Terms& Conditions A Proposer may not submit the Proposer's own contract terms and conditions in a response to this RFP. If a proposal contains such terms and conditions,the City, at its sole discretion, may determine the proposal to be a nonresponsive counteroffer, and the proposal may be rejected. 4. Submitting a Proposal Proposals shall be completely uploaded into Public Purchase.com no later than the date and time listed on Page 2 of this RFP. Late Proposals will not be accepted or evaluated. If you try to submit a Proposal late, the electronic system will not receive it. If City Hall is closed for business at the time scheduled for opening, for whatever reason, Proposer's response will be opened on the next business day of the City, at the originally scheduled hour. Proposers must submit their response electronically through PublicPurchase.com where they will be kept in an electronic lockbox until date and time of opening. To register as a Vendor/Proposer with Public Purchase, go to www.PublicPurchase.com or the City of Yakima website at www.YakimaWA.Gov/Services/Purchasing. The City is not responsible for late proposals due to operator error, electronic malfunction, system errors or interruptions affecting the Public Purchase site and the processing of any proposals. The Purchasing Manager reserves the right to make exceptions for extenuating circumstances. Any sections deemed by Proposer to be confidential and not subject to the Washington State Public Disclosure Act (RCW 42.56 et seq.) shall be separated from the main document and uploaded to Public Purchase in a separate file marked "confidential". All other sections of the response shall be made available to the public immediately after contract signing. All materials required for acceptance of the Proposal by the deadline must be uploaded to Public Purchase. Proposer's determination that the information is not subject to the Public Records Act does not prohibit the Owner from disclosing documents it finds to be subject to the Public Records Act. Owner may choose to give third party notice, as provided for the Public Records Act, to Proposer if information is labeled "confidential". 5. Multiple Proposals Multiple Proposals from a Proposer will be permissible; however, each Proposal must conform fully to the requirements for proposal submission. Each such Proposal must be submitted separately and labeled as Proposal#1, Proposal #2, etc. on the first page of their response. 6. Withdrawal of Proposals Proposers may withdraw or supplement a proposal at any time up to the proposal closing date and time. If a previously submitted proposal is withdrawn before the proposal due date and time, the Proposer may submit another proposal RFP 12412P Downtown Flower Program Page 12 of 41 at any time up to the proposal closing date and time. After proposal closing date and time, all submitted Proposals shall be irrevocable until contract award. IV. EVALUATION AND CONTRACT AWARD 1. Preliminary Evaluation All Proposals shall be evaluated against the same standards. The Proposals will first be reviewed to determine if they contain the required forms, follow the submittal instructions and meet all mandatory requirements. Failure to meet mandatory requirements will result in proposal rejection as non-responsive. In the event that NO Proposer meets specified requirement(s), the Owner reserves the right to continue the evaluation of the proposals and to select the proposal most closely meeting the requirements specified in this RFP, or not select any proposals. 2. RFP Evaluation Evaluation of proposals shall be based on conformity to the specifications, cost, past experience and performance with the City and other agencies, manufacturers past performance with the City and other agencies, proposed manufacturer's service availability, parts availability, equipment design and functionalism and effect on productivity and bidder's supporting documentation. 3. Evaluation Criteria The proposals will be scored using the following criteria: Description Max Points 1 Proposer's Qualifications 35 2 Cost 30 3 Response to General Requirements 20 4 Performance Requirements and Capability to Perform 10 5 References 5 TOTAL POSSIBLE POINTS 100 The cost proposal section shall receive a weighted score, based upon the ratio of the lowest proposal to the highest proposal. The lowest cost Proposal will receive the maximum number of points available for the cost category and other proposals will be scored accordingly. Results of reference checks will be used to clarify and substantiate information in the written proposals. The reference results shall then be considered when scoring the responses to the requirements in the RFP. The points stated above are the maximum amount awarded for each category. The evaluation process is designed to recommend award of this procurement to the proposal that is the best value of the Owner, not necessarily the lowest cost Proposal. 4. Proposer Presentations/Scoring Based on evaluation of the written proposals by the Evaluation Team on the stated criteria, an estimate of two to four top scoring proposals may be short-listed. Short-listed Proposers may be required to participate in interviews and/or site visits to support and clarify their Proposals if requested by the Evaluation Team. The Evaluation Team will make every reasonable attempt to schedule each presentation at a time and location agreeable to the Proposer. Failure of a Proposer to interview or permit a site visit on the date scheduled may result in rejection of the Proposer's Proposal. RFP 12412P Downtown Flower Program Page 13 of 41 Should the Evaluation Team request any oral presentations or demonstrations from one or more of the short-listed proposers,the Evaluation Team will review the initial scoring and adjust based on the information obtained in the oral presentation or demonstration and site visits and to determine final scoring. 5. Notification of Intent to Negotiate/Intent to Award Proposers will be notified in writing of the Owner's Intent to Negotiate and/or Intent to Award the contract resulting from this RFP. 6. Award/Best and Final Offers The Buyer will compile the final scores for all sections of each responsive proposal. The award will be granted in one of two ways. The Evaluation Team's Recommendation of Award may be granted to the highest scoring responsive Proposal and responsible Proposer. Alternatively, Proposers with the highest scoring proposer or proposers may be requested to submit Best and Final Offers. If Best and Final Offers are requested by the Evaluation Team and submitted by the Proposer, they will be evaluated against the stated criteria, scored and ranked by the evaluation committee. The Intent to Negotiate then will be granted to the highest scoring Proposer. However,a Proposer should not expect that the Owner will request a Best and Final Offer. 7. Tied Score In case of a tied score, recommendation of award will go to the firm who was favored by the majority of the Evaluation Team members, according to their score. The Evaluation Team shall then offer an "Intent to Negotiate and/or Intent to Award" the final contract with the successful Proposer and the decision to accept the award and approve the resulting contract shall be final. 8. Right to Reject Proposals and Negotiate Contract Terms The Owner reserves the right to negotiate the terms of the contract, including the award amount, with the selected Proposer prior to entering into a contract. If substantial progress is not made in contract negotiations with the highest scoring Proposer,the Owner may choose to cancel the first Intent to Negotiate and commence negotiations with the next highest scoring Proposer. 9. Offer in Effect for Ninety(90) Days A Proposal may not be modified, withdrawn or canceled by the proposer for a ninety (90) day period following the deadline for proposal submission as defined in the Calendar of Events, or receipt of best and final offer, if required, and Proposer so agrees in submitting the proposal. 10. Prompt Payment Proposers are encouraged to offer a discount for prompt payment of invoice. Please indicate your discount proposal on page 2 of this document. If awarded by the City, period of entitlement begins only after: a. Receipt of a properly completed invoice b. Receipt of all supplies, equipment or services ordered c. Satisfactory completion of all contractual requirements 11. Tax Revenues RCW 39.30.040 allows the City to consider the tax revenue that is generated by a purchase of supplies, materials, and equipment, including those from a local sales tax or from a gross receipts business and occupation tax, it determining which bid proposal is the lowest, after the tax revenue has been considered. 12. Protest Procedure Any protest must be made in writing, signed by the protestor, and state that the Proposer is submitting a formal protest. The protest shall be filed with the City of Yakima Purchasing Manager at 129 No. 2nd St.,Yakima, WA 98901, RFP 12412P Downtown Flower Program Page 14 of 41 or by fax: 509-576-6394 or email to: Rudy.Silva@YakimaWA.Gov. The protest shall clearly state the specific factual and legal ground(s)for the protest,and a description of the relief or corrective action being requested. Protests based on specifications/scope of work, or other terms in the RFP shall be filed at least five (5) calendar days before the solicitations due date, and protests based on award or after the award shall be filed no more than five calendar (5) days after Award Announcement (see below for details). The following steps shall be taken in an attempt to resolve the protest with the Proposer: Step I. Purchasing Manager and Division Manager of solicitation try resolving matter with protester. All available facts will be considered and the Purchasing Manager shall issue a written decision. Step II. If unresolved, within three (3) business days after receipt of written decision, the protest may be appealed to the Department Head by the Purchasing Manager. Step III. If still unresolved, within three (3) business days after receipt of appeal, the protest may be appealed to the Executive (or his designee). The Executive shall make a final determination in writing to the Protester. Award Announcement Purchasing shall announce the successful Proposer via Website, e-mail, fax, regular mail, or by any other appropriate means. Once the Intent to Negotiate is released by Purchasing, the protest time frame begins. The timeframe is not based upon when the Proposer received the information, but rather when the announcement is issued by Purchasing. Award Regardless of Protest When a written protest against making an award is received,the award shall not be made until the matter is resolved, unless the Owner determines that one of the following applies: • The supplies or services to be contracted for are urgently required; • Delivery or performance will be unduly delayed by failure to make award promptly; • A prompt award will otherwise be advantageous to the Owner. If the award is made, regardless of a protest, the award must be documented in the file, explaining the basis for the award. Written notice of the decision to proceed shall be sent to the protester and others who may be concerned. The Owner retains the right to enter into any contract and nothing herein shall be construed to limit that authority in any manner. V. PROPOSAL REQUIREMENTS The purpose of this section is to provide the City with a basis for determining a Proposer's capability to undertake this Contract. Responses to this Section will be scored. The following requirements in Sections V.are mandatory and the Proposer must satisfy them at no additional cost to the Owner. Responses to each requirement must indicate that the Proposer either "does comply" with the requirement or "does not comply". No explanation is required, as non-compliance with any of the following requirements will result in proposal rejection and remove that Proposal from further consideration. Vendor must agree that any work products developed as part of the project (e.g. all written reports, drafts, presentation and meeting materials, survey data, tools and associated methodologies, etc.)will remain the property of City. If Proposer feels the Mandatory Proposal Requirements are proprietary, contact the Buyer listed on the Cover Sheet to determine if requirements should be changed. RFP 12412P Downtown Flower Program Page 15 of 41 1. Proposer Qualifications A. Proposer Proposer must have at least three (3)years of experience in providing successful service of similar projects of the same size or larger. B. Staff Qualifications All work shall be accomplished under the direction of a competent, experienced Project Manager. Project manager involved within the scope of this project must have at least five years of experience as a Horticulturist. Identify and provide a resume for the Project Manager that will be assigned to this project. Include any additional projects they will be involved in during the Contract term. Give at least one (1) example of a project where the Project Manager provided similar services to an organization with needs similar to those described in this RFP. The Project Manager will be the primary point of contact for City and must be available on an as-needed basis. Describe how the Project Manager will guarantee availability to City during the entire duration of the project. Provide a resume for additional key personnel from your company that will be assigned to this contract, including their current job title and the role they will play in the project. Identify the Account Manager who will be handling all invoices and billing and will serve as the account main point of contact for this contract. If any of these contacts change during the contract term, the Vendor shall verbally notify the City within twenty- four (24) hours of change and follow up in writing within five (5) business days of the date of change. C. Organizational Capabilities Describe your company's experience providing services similar to those required by this RFP to customers of comparable size, scope and circumstance. Provide an organizational chart for your company and include an issue escalation process used to resolve any potential issues between the City and the Vendor during the Contract term. 2. Contract Performance Requirements A. Work Plan Proposer must provide a work plan to the City that identifies a chronological outline of all activities related to the project, key timelines and the deliverables that will be provided. B. Communication Vendor must maintain regular and ongoing communication with the City's project management team and provide advice, consultation and written opinions/recommendations as needed. 3. General Requirements A. Baskets The City of Yakima will provide up to 300, 8" wrought iron baskets, as pictured below. Each basket will have a coconut or other approved liner to aid in water retention throughout the growing season per the sample pictured. A‘b,, -0,01911, RFP 12412P Downtown Flower Program Page 16 of 41 Vendor will provide each basket with a minimum of ten (10) flower plugs that will grow out of the top and sides of the baskets for maximum impact providing a vibrant, clean, green and colorful display like sample below. ;t .s r A tsa :.1. ---,, . '' - _ _ 4 . . ., . ,• ‘.• ...., . •,. , .. ,. .rAti, .. . . : . , . t, o� `"` .,,, lir ....,,.... 1-4 x4:s... ,6 o �po o {� �•4Q A: .ITNcAP .y, .. B. Plantings and Material Provide a complete list and detailed description of plants, including a schedule of sizes, quantities and other requirements. All plant materials shall conform to American Association of Nurserymen's American Standard for Nursery Stock, (ANSI Z60.1, most recent edition)and shall be full, healthy plants. Provide a detailed description of proposed soil and fertilizer that will be included in the basket. All soil mixture will include slow release water retention pellets that will hold additional moisture and release it throughout the day and night along with slow release fertilizer pellets that will release fertilizer through the season. C. Replacement of Plantings Any plantings required under this contract during the guaranteed period that is dead, unhealthy, unsightly, or in badly impaired condition,as determined by the City,shall be removed from the site. These plants shall be replaced as soon as it is reasonably possible, at no extra cost to the City. All replacements shall be plants of the same kind and size. D. Training Vendor will provide a half day training session, conducted by the grower, to help explain the proper maintenance of the baskets as well as to discuss fertilization mixture and application strategy to keep the plants looking vibrant and healthy throughout the season. E. Delivery Vendor is required to deliver the baskets (with the top and sides filled with flowers) and hang them in the designated area outlined in the map below by the first week of May, unless otherwise requested by City. Basket delivery shall be over a two-day period, not being more than seven (7)days apart,with half of the baskets arriving with each shipment. When delivering and hanging baskets, Vendor must provide at least two people to supervise the delivery and hanging of the baskets. RFP 12412P Downtown Flower Program Page 17 of 41 lc........... ,_ —c----c i 'C' ;Cn-------%% \ .044 - ,-, .r ,- 3P-\A--fin. ate.. \ ;: 1' 'f z 3 h i' 10/30/2012-City arfalama-GIS Sarviae F. Required Forms Proposer must complete and submit, as part of their Proposal, all required forms listed below in accordance with Section III. Preparing and Submitting a Proposal. 1) Signature Sheet — Proposer must complete and sign the Signature and submit it under Tab 2, of their proposal. 2) Sample Contract - Proposers must accept or submit point-by-point exceptions along with proposed alternative or additional language for each point and submit it under Tab 7, of their proposal. 3) Proposer Questionnaire - Proposer must complete the Proposer Questionnaire Form in Section VII and submit it under Tab 8, with their proposal response. 4) Proposer References—Proposer must complete the Proposer Reference Form in Section VII and submit it under Tab 8, with their proposal response. 5) Cost Proposal Form—Proposer must complete the Cost Proposal Form according to Section VI.and submit it under Tab 9, with their proposal response. Awarding Proposer must submit the following forms after Notice of Intent to Award is released and before RFP Award and Contract approval by City Council. 1) Certificate of Insurance with Additional Insured Endorsement as required in the Sample Contract. RFP 12412P Downtown Flower Program Page 18 of 41 VI. COST PROPOSAL 1. General Instructions for Preparing Cost Proposals Proposer must submit the Cost Proposal Form under Tab 9 of their proposal. If proposer agrees to allow other governmental agencies to purchase goods or services from the awarded Contractor under the resulting contract, price accordingly so other jurisdictions can perform an apples-to-apples comparison for their resulting contract. 2. Total Project Cost Proposer must provide a total project cost to include all requisite services, materials, work products and ancillary expenses. Available budget for this the hanging baskets is estimated to be $40,000 and the estimated budget for bedding plants is$4,300. Contractor and any subcontractors' travel expenses (e.g. airfare, lodging, and meals, insurance) and other miscellaneous expenses related to the provision of on-site services must be included in the proposed cost and cannot be an additional charge. Contractor's expenses related to providing on-site services (e.g. computer, printer, miscellaneous equipment) must be included in the proposed cost and cannot be at an additional charge. Owner will coordinate and provide any requisite meeting space for on-site services. 3. Pricing and Discount The Owner qualifies for governmental discounts. Unit prices shall reflect these discounts. Unit prices shown on the proposal or contract shall be the price per unit of sale (e.g., hour, ea.) as stated on the request or contract. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the proposal evaluation and contract administration. 4. Price Clarifications The City reserves the right to clarify any pricing discrepancies related to assumptions on the part of the Proposers. Such clarifications will be solely to provide consistent assumptions from which an accurate cost comparison can be achieved. RFP 12412P Downtown Flower Program Page 19 of 41 EXHIBIT B COST PROPOSAL (COMPENSATION) CONTRACTOR'S DELIVERABLES AND PAYMENT SCHEDULE OF ITEMIZED PRICES Page 16 of 16 Tab 1 —Table of Contents ,` 1 Garden N • - ' Your Source For Beau/i/u!Baskets .Vince 1991 Table of Contents Tab 1 —Table of Contents Tab 2—RFP Signature Sheet Tab 3—Transmittal Letter Tab 4—Response to Proposer's Qualification Requirements Tab 5 - Response to Proposer Contract Performance Requirements Tab 6—Response to General Requirements Tab 7—Sample Contract and Terms and Conditions Tab 8—Required Forms Tab 9—Cost Proposal 6275 NW Poverty Bend Rd (503) 472-1351 McMinnville, OR 97128 www.CountryGardenNurserv.com Tab 2 =_k4 CITY OF YAKIMA REQUEST FOR PROPOSAL #12412P I''" SIGNATURE SHEET MUST BE SUBMITTED WITH PROPOSAL THIS IS NOT AN ORDER RFP Release Date' December 17, 2024 Proposal Receipt: Proposers must first register with PublicPurchase.com and Proposal shall be completely uploaded into PublicPurchase.com no later than the date and time listed below Register as early as possible and do not wait until the due date to upload your documents, as this may take some time. Late Proposals will not be accepted or evaluated. If you try to submit a Proposal late, the electronic system will not receive it. Proposal openings are public. Proposals shall be firm for acceptance for ninety (90) days from date of Proposal opening, unless otherwise noted. RFP's ARE ONLY RECEIVED THROUGH PUBLICPURCHASE.COM Purchasing For Buyer in charge of this procurement(Contact for further information). City of Yakima Susan Knotts, NIGP-CPP, CPPB, CPPO 129 N. 2nd Street Buyer II Yakima, WA 98901 Proposals Must be completely uploaded by. Public Opening Q Phone E-Mail Address January 16, 2025 at 2:00:0o PM PST (509) 575-6095 Susan.Knotts@YakimaWA.Gov PROJECT DESCRIPTION SUMMARY Downtown Flower Program Downtown Yakima Business Improvement District Enter Prompt Payment Discount: 0 %net 30 days Delivery Details: FOB Destination, Freight Prepaid, Inside Delivery required ❑ I hereby acknowledge receiving addendum(a) (use as many spaces as addenda received) In signing this Proposal we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a Proposal; that this Proposal has been independently arrived at without collusion with any other Proposer, competitor or potential competitor; that this Proposal has not been knowingly disclosed prior to the opening of Proposals to any other Proposer or competitor;that the above statement is accurate under penalty of perjury. Furthermore, the Washington State Interlocal Cooperative Act (RCW 39.34) provides that other governmental agencies may purchase goods or services on this solicitation or contract in accordance with the terms and prices indicated therein if all parties agree. The City does not accept any responsibility or involvement in the purchase orders or contracts issued by other public agencies. We will comply with all terms,conditions and specifications required by the City of Yakima in this Request for Proposal and all terms of our Proposal. Company Name Company Address Country Garden Nursery 6275 NW Poverty Bend Rd, McMinnville, OR 97128 Name of Authorized Company Representative(Type or Print) Title Phone ( 503 Melissa McLaughlin Owner 472-1351 Fax ( ) Signature of Above Date Email Address �r,�i � 01/13/2025 Melissa@CountryGardenNursery.com RFP 12412P Downtown Flower Program Page 2 of 41 Tab 3-Transmittal Letter ``,, Garden AT s�J • . iallt Your Source I'or Beauty/al Ba cke/s Since 1991 City of Yakima Attn: Susan Knotts and Curt Wilson 129 North 2nd Street Yakima,WA 98901 RE: RFP 12412P Downtown Flower Program Dear Susan and Curt: Thank you for the invitation to provide a proposal for your hanging flower basket program as outlined in Request for Proposal#RFP 12412P. I have read through all information contained in this RFP and I believe that our proposal meets or exceeds all requirements and we conform to all procurement rules and procedures, as well as all rights terms and conditions. I represent Country Garden Nursery as owner and am authorized to legally bind the company. I have authority to set prices as quoted and have not and will not participate in any action contrary to this RFP. I may make representations outside the formal proposal document(discussions, presentations, negotiations, demonstrations, sales or reference material and more)and I warrant that the city can rely on these as inducements into any subsequent contract, and be made a part of that contract. Our physical and mailing address are the same. Melissa McLaughlin-Owner Country GardenNursery /Y/ettlra/f'lclav4tiair Melissa@CountryGardenNursery.com 6275 NW Poverty Bend Rd (503) 472-1351 McMinnville,OR 97128 www.CountnvGardenNurserv.com Tab 4—Response to Proposer's Qualification Requirements Garden N cp Self'. • jobk rti - Your Source For Beau/i%u/Baskets Since 1991 Response to Proposer's Qualification Requirements 1. Proposer Qualifications: A. Country Garden Nursery does comply with Section V.1A of RFP 12412P. Under the management of Melissa McLaughlin,we have been providing hanging flower baskets of various types, sizes, and quantities to cities, shopping centers, homes, and businesses for over 30 years. Cities and Downtown Associations make up a large portion of our customer base and we are exceptionally well qualified to meet their demands. B. Country Garden Nursery does comply with Section V.1 B of this RFP.Aaron McLaughlin will serve as project manager and a brief description of his experience follows: Aaron McLaughlin Aaron@C ountryGardenNursery.corn (503) 472-1351 - Office (503) 560-0819—Mobile Oregon State University—2008-2012 BS Ecological& Sustainable Horticulture Production Minor: Business&Entrepreneurship Bailey Nurseries Inc—2011-2016 Began as an intern, then was hired as Propagation Grower, and eventually promoted to Propagation Head Grower responsible for rooting and growing over 4 million cuttings of trees and shrubs. Country Garden Nursery—2003—Present Aaron grew up at the nursery and has performed every job at one time or another. He continued to work part time for CGN while going to school and after starting a professional career. He has been a full time employee since October 2016 and currently serves as General Manager. Carlton Fire District—2020—Present Being a volunteer firefighter for the local fire district requires creative problem solving,making assessments and decisions quickly and accurately, and attention to detail. Certifications include: NFPA Firefighter I, Engine Boss,EMR. Other orders and projects will be handled in his scope of work during the same time period he will be committed to this project.This is normal and usual for our business and Aaron has developed procedures within the production department that allow for smooth workflow producing accurate, high quality, on-time products for all customers. Country Garden Nursery has a solid core team with years of experience working to plant, grow, and deliver many large orders during a short 6275 NW Poverty Bend Rd (503) 472-1351 McMinnville, OR 97128 www.CountryGardenNursery.com Tab 4—Response to Proposer's Qualification Requirements Garden Al ��` Sc • ift_ . J Your.Source(or Beau/i/u/Basket,- Since 1991 spring shipping window. Specifically,Aaron been a liaison for the Downtown Association of Yakima in regards to their Downtown Flower Program since 2018. In this capacity he has worked with DAY staff to improve plant selection, basket installation efficiency,watering, plant health care, and provided technical support in all aspects of their basket program. Aaron has also served as project manager for similar projects in McMinnville, OR, Redmond, OR, Eugene, OR, Berkeley, CA, Oakland, CA, Crescent City, CA, Corte Madera, CA, San Jose, CA, and many more. Aaron's contact information including cell phone is listed in this document and he is committed to delivering exceptional customer service. Being available and responsive to our customers is important to us and Aaron personally guarantees the availability of himself and his team to you during the entire duration of the project. Melissa McLaughlin started Country Garden Nursery in 1991 and still serves a vital role as Owner. She was project manager for the City of Yakima/Downtown Association of Yakima Downtown basket program from 2013-2024 and will also work on this project. Over her nearly 35 years growing hanging baskets, Melissa has developed an unparalleled knowledge of hanging basket design and plant traits. Her expertise has set CGN apart from the competition by being able to design plant combinations that are specifically crafted for each unique environment.This has allowed us to develop successful hanging basket programs all along the West Coast from scorching Southern California to foggy PNW coastlines. Melissa will be responsible for plant selections and season long performance on this project. Barry Jones has been with CGN since 2016 as our Delivery Lead. He has delivered tens of thousands of baskets including those hung in Downtown Yakima. Barry also plays a vital role in Plant Health ensuring only clean and healthy plants leave the nursery. Lindsay Owen will be the Account Manager who handles all invoices and billing. C. Country Garden Nursery does comply with Section V.1C of this RFP. Country Garden Nursery has specialized in hanging baskets for over 30 years and has been working with commercial properties, cities, and downtown associations that entire time.We currently have at least 15 "full truck or larger"customers that we would consider similar in size, scope, and circumstance as the Yakima Downtown Flower Program. With only about 14 employees during our peak season, all production and office staff report to Aaron.Aaron is authorized to resolve and negotiate any issues that arise during the contract term. If Aaron is unable to resolve any potential issues then he will bring those to Melissa for review.As owner, Melissa has the ultimate authority to make decisions for the company. 6275 NW Poverty Bend Rd (503) 472-1351 McMinnville,OR 97128 www.CountrvGardenNurserv.com Tab 5-Response to Proposer Contract Performance Requirements ,t, Garden AT4t L :1111.011,t, Allh.AL.� Your.Source For Beauti/ul Baskets Since 1991 Response to Proposer Contract Performance Requirements 2. Contract Performance Requirements A. Work Plan In order to complete the project proposed in RFP 12412P,the following timeline will be followed: February 1, 2025-CGN begins growing component plants for this project March 1, 2025-City of Yakima will deliver empty basket frames to Country Garden Nursery in McMinnville, OR March 15, 2025-Set up delivery specifications with City of Yakima contact March-April 2025-CGN will plant the baskets with a new liner, appropriate component plants, soil, slow release fertilizer, and water holding polymers. Baskets will grow indoors for about 6 weeks to ensure they are full and showing color on delivery day. Photo updates can be provided during this process. May 2025-Confirm delivery details 2 weeks prior to delivery May 2025-Execute delivery over a two day period per the contract. CGN provides two employees to assist and provide hands on training to your crew May 2025-One week check in to address any issues or concerns about baskets and their care June 2025-One month check in, request photos of baskets to provide grower evaluation of performance. Provide comments or recommendations as needed August/September 2025-Check in, request photos of baskets to provide grower evaluation of performance. Provide comment or recommendations as needed. Update our files as to performance of various plant types and update preferences for next year. October 2025-City will remove and empty baskets at the time they deem best B. Country Garden Nursery does comply with Section V.2B of this RFP and we believe that communication is key to maintaining a successful hanging basket program.We commit to providing regular and ongoing communications with the City's project management team and provide advice, consultation, and written opinions/recommendations as needed. 6275 NW Poverty Bend Rd (503) 472-1351 McMinnville, OR 97128 www.CountryGardenNursery.com Tab 6—Response to General Requirements Garden AT, Sc, ojtik Alk our,Vource I•iir Beauti/ul Baskets Sine 199I Response to General Requirements 3. General Requirements A. Baskets Country Garden Nursery does and will comply with Section V.3 of this RFP.We will plant and grow 270—300 18"baskets provided by the City. Plantings will have our standard treated heavy weight burlap liner with 10-20 plants growing out of the top and sides of the basket for maximum impact. B. Plantings and Material Potting mix used will contain a proprietary blend of aged bark, peat, pumice, micro nutrients, wetting and buffering agents,water retention polymer and time release fertilizer. Plants used can vary depending on amount of direct sun on that location per day. Plants for sun locations would include Creeping Charlie, Lamium aureum, calibrachoa, sunpatiens,verbena, lantana, bracteantha, marigold,Angelonia, salvia.We plant baskets with a well rooted 4"pot equivalent and grow them for about 6 more weeks to ensure they are full and colorful when you receive them.All components have been selected for season long performance and are of the highest quality. C. Replacement of plantings Plantings are guaranteed and any badly impaired ones shall be removed and replaced with plants of the same kind and size.Vendor will be responsible for removal and disposal as per contract. D. Training We will provide a training session conducted by our grower as needed to convey complete and proper maintenance of the baskets throughout the season. This will include recommendations for fertilizer type and quantity, pest control, deadheading, and water management. E. Delivery We will provide delivery to Downtown Yakima locations as specified by the city.We will provide two people to supervise delivery and hanging of the baskets, ensuring proper handling to minimize stress and damage to plants.We deliver on our own trucks that are specially designed to transport and unload hanging baskets efficiently. 6275 NW Poverty Bend Rd (503) 472-1351 McMinnville, OR 97128 www.CountrvGardenNurserv.com Tab 7 VIII. SAMPLE CONTRACT MUST BE SUBMITTED WITH PROPOSAL PROFESSIONAL SERVICES AGREEMENT FOR 12412P DOWNTOWN FLOWER PROGRAM THIS PROFESSIONAL SERVICES AGREEMENT,entered into on the date of last execution, between the City of Yakima,a Washington municipal corporation ("City"), and Country Garden,T4Iftractor"). WITNESSETH: The parties, in consideration of the terms and conditions herein, do hereby covenant and agree as follows: 1. Statement of Work The minimum services(hereinafter referred to as"Services")that the Contractor will provide include services described in RFP 12412P, which are attached as Exhibit A hereto and incorporated herein by this reference. 2. Compensation The City agrees to pay the Contractor according to Exhibit B, attached hereto and incorporated herein, which Exhibit includes the deliverables and payment schedule of itemized prices as listed in the Contractor's Proposal submittal at the time and in the manner and upon the conditions provided for the Contract. 3. Contract Term The period of this Contract shall be for a period of one(1)year from its effective date. The City may, at its option,extend the Contract on a year to year basis for up to four(4) additional years. Contract extensions shall be automatic, and shall go into effect without written confirmation, unless the City provides advance notice of the intention to not renew. 4. Agency Relationship between City and Contractor Contractor shall, at all times, be an independent Contractor and not an agent or representative of City with regard to performance of the Services. Contractor shall not represent that it is,or hold itself out as, an agent or representative of City. In no event shall Contractor be authorized to enter into any agreement or undertaking for, or on, behalf of City. 5. Successors and Assigns a. Neither the City, nor the Contractor, shall assign, transfer, or encumber any rights, duties, or interests accruing from this Contract without the prior written consent of the other. b. The Contractor for himself, and for his heirs, executors,administrators,successors, and assigns,does hereby agree to the full performance of all the covenants herein contained upon the part of the Contractor. 6. Property Rights All records or papers of any sort relating to the City and to the project will at all times be the property of the City and shall be surrendered to the City upon demand. All information concerning the City and said project which is not otherwise a matter of public record or required by law to be made public, is confidential,and the Contractor will not, in whole or part, now or at any time disclose that information without the express written consent of the City. 7. Inspection and Production of Records a. The records relating to the Services shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Contract, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient,safe,and RFP 12412P Downtown Flower Program Page 27 of 41 proper facilities, and/or send copies of the requested documents to the City. Contractor's records relating to the Services will be provided to the City upon the City's request. b. Contractor shall promptly furnish the City with such information and records which are related to the Services of this Contract as may be requested by the City. Until the expiration of six(6)years after final payment of the compensation payable under this Contract, or for a longer period if required by law or by the Washington Secretary of State's record retention schedule, Contractor shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of Contractor's books, documents, papers and records which are related to the Services performed by Contractor under this Contract. If any litigation, claim, or audit is started before the expiration of the six-year period, or for the required period outlined by the Washington Secretary of State's record retention period if longer, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. c. All records relating to Contractor's services under this Contract must be made available to the City, and the records relating to the Services are City of Yakima records. They must be produced to third parties, if required pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating to Contractor's services under this Contract must be retained by Contractor for the minimum period of time required pursuant to the Washington Secretary of State's records retention schedule. d. The terms of this section shall survive any expiration or termination of this Contract. 8. Guarantee The Contractor shall guarantee all plants for a minimum establishment period of one (1) month from date of written initial acceptance by the City, and that plants shall be alive and in satisfactory growth (as determined by the City). Prior to the conclusion of the guarantee period, inspection will be made by the City. Plant materials shall be replaced if fifty percent(50°/a) or more of the above soil portion is dead, dying, diseased, damaged, or infested as determined by the City. Dead plants are to be removed from the site and replaced with the same kind and size of planting. Replanting, when resulting from site disturbance by others, shall be at an additional charge. 9. Work Made for Hire All work the Contractor performs under this Contract shall be considered work made for hire, and shall be the property of the City. The City shall own any and all data, documents, plans, copyrights, specifications, working papers, and any other materials the Contractor produces in connection with this Contract. On completion or termination of the Contract, the Contractor shall deliver these materials to the City. 10. Compliance with Law Contractor agrees to perform all Services under and pursuant to this Contract in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise, including policies adopted by the City, as those laws,ordinances, rules, regulations,and policies now exist or may hereafter be amended or enacted. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. Contractor shall procure and have all applicable and necessary permits, licenses and approvals of any federal, state, and local government or governmental authority or this project, pay all charges and fees, and give all notices necessary and incidental to the due and lawful execution of the work. a. Procurement of a City Business License. Contractor must procure a City of Yakima Business License and pay all charges, fees, and taxes associated with said license. Contractor must provide proof of a valid Washington department of Revenue state excise tax registration number, as required in Title 82 RCW. RFP 12412P Downtown Flower Program Page 28 of 41 b. Contractor must provide proof of a valid Washington Unified Business Identification (UBI) number. Contractor must have a current UBI number and not be disqualified from bidding on any public works contract under RCW 39.06.101 or 36.12.065(3). c. Contractor must provide proof of a valid Washington Employment Security Department number as required by Title 50 RCW. d. Foreign (Non-Washington) Corporations: Although the City does not require foreign corporate proposers to qualify in the City, County or State prior to submitting a proposal, it is specifically understood and agreed that any such corporation will promptly take all necessary measures to become authorized to conduct business in the City of Yakima, at their own expense, without regard to whether such corporation is actually awarded the contract, and in the event that the award is made, prior to conducting any business in the City. 11. Nondiscrimination Provision During the performance of this Contract,the Contractor agrees as follows: The Contractor shall not discriminate against any person on the grounds of race, creed, color, religion, national origin, sex, age, marital status,sexual orientation,gender identity, pregnancy,veteran's status,political affiliation or belief,or the presence of any sensory, mental or physical handicap in violation of the Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with Disabilities Act(42 USC 12101 et seq.). This provision shall include but not be limited to the following: employment,upgrading,demotion,transfer,recruitment,advertising,layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of Services under this Agreement. Contractor agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. In the event of the Contractor's noncompliance with the non-discrimination clause of this contract or with any such rules, regulations, or orders, this Contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for any future City contracts. RCW 35.22.650: Contractor agrees that the Contractor shall actively solicit the employment of minority group members. Contractor further agrees that the Contractor shall actively solicit bids for the subcontracting of goods or services from qualified minority businesses. Contractor shall furnish evidence of the Contractor's compliance with these requirements of minority employment and solicitation. Contractor further agrees to consider the grant of subcontracts to said minority bidders on the basis of substantially equal proposals in the light most favorable to said minority businesses.The Contractor shall be required to submit evidence of compliance with this section as part of the bid. Nothing in this Agreement shall require Contractor or any of its subcontractor(s)to take action that would be deemed discrimination or preferential treatment in violation of RCW 49.60.400. Pursuant to RCW 49.60.400(6),this Section does not prohibit action that must be taken to establish or maintain the City's eligibility for any federal program, if ineligibility would result in a loss of federal funds to the City. 12. Pay Transparency Nondiscrimination Provision: The Contractor will not discharge or in any other manner discriminate against employees or applicants because they have inquired about, discussed, or disclosed their own pay or the pay of another employee or applicant. However, employees who have access to the compensation information of other employees or applicants as a part of their essential job functions cannot disclose the pay of other employees or applicants to individuals who do not otherwise have access to compensation information, unless the disclosure is (a) in response to a formal complaint or charge, (b)in furtherance of an investigation, proceeding, hearing,or action, including an investigation conducted by the employer, or(c)consistent with the contractor's legal duty to furnish information. 13. Indemnification and Hold Harmless a. Contractor shall take all necessary precautions in performing the Services to prevent injury to persons or property. The Contractor agrees to release, indemnify, defend, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers,attorneys,and volunteers from all liabilities, losses,damages, and expenses RFP 12412P Downtown Flower Program Page 29 of 41 related to all claims,suits,arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts, failures to act, errors or omissions of the Contractor, or any Contractor's agent or subcontractor, in performance of this Agreement, except for claims caused by the City's sole negligence. The City's right to indemnification includes attorney's fees costs associated with establishing the right to indemnification hereunder in favor of the City. b. If any suit,judgment,action,claim or demand arises out of,or occurs in conjunction with,the negligent acts and/or omissions of both the Contractor and the City, or their elected or appointed officials, officers, employees, agents, attorneys or volunteers, pursuant to this Contract, each party shall be liable for its proportionate share of negligence for any resulting suit,judgment, action, claim, demand, damages or costs and expenses, including reasonable attorneys'fees. c. Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. Contractor shall require that its subcontractors, and anyone directly or indirectly employed or hired by Contractor, and anyone for whose acts Contractor may be liable in connection with its performance of this Agreement, comply with the terms of this paragraph, waive any immunity granted under Title 51 RCW, and assume all potential liability for actions brought by their respective employees. The Parties acknowledge that they have mutually negotiated this waiver. d. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, shall be only to the extent of the Contractor's negligence. e. Nothing contained in this Section or this Contract shall be construed to create a liability or a right of indemnification in any third party. f. The terms of this Section shall survive any expiration or termination of this Contract. 14. Contractor's Liability Insurance At all times during performance of the Services and this Contract, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against any and all claims,damages, losses, and expenses arising out of or resulting from the performance of this Contract. If Contractor carries higher coverage limits than the limits stated below, such higher limits shall be shown on the Certificate of Insurance and Endorsements and the City shall be named as an additional insured for such higher limits. Contractor shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. Contractor shall provide a Certificate of Insurance to the City as evidence of coverage for each of the policies and outlined herein. A copy of the additional insured endorsement attached to the policy shall be included with the certificate. This Certificate of insurance shall be provided to the City, prior to commencement of work. Failure to provide the City with proof of insurance and/or to maintain such insurance outlined herein shall be a material breach of this agreement and a basis for termination. Failure of City to demand such verification of coverage with these insurance requirements or failure of City to identify a deficiency from the insurance documentation provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Agreement, and any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements, defense costs, or other payments made by Contractor's insurance. All additional insured endorsements required by this Section shall include an explicit waiver of subrogation. The following insurance is required: RFP 12412P Downtown Flower Program Page 30 of 41 a. Commercial Liability Insurance Before this Contract is fully executed by the parties, Contractor shall provide the City with a certificate of insurance and additional insured endorsements as proof of commercial liability insurance with a minimum liability limit of Two Million Dollars($2,000,000.00) per occurrence, combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00)general aggregate. If Contractor carries higher coverage limits,such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is,the coverage amount,the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials,employees,agents,attorneys and volunteers as additional insureds, and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VII or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. b. Automobile Liability Insurance Before this Contract is fully executed by the parties,Contractor shall provide the City with a certificate of insurance as proof of automobile liability insurance with a minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence. If Contractor carries higher coverage limits,such limits shall be shown on the Certificate of Insurance and Endorsements and the City, its elected and appointed officials, employees, agents, attorneys and volunteers shall be named as additional insureds for such higher limits. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The certificate of insurance and additional insured endorsements shall name the City of Yakima, its elected and appointed officials,employees, agents,attorneys and volunteers as additional insureds,and shall contain a clause that the insurer will not cancel or change the insurance without first giving the City prior written notice. The insurance shall be with an insurance company or companies rated A-VI' or higher in Best's Guide and admitted in the State of Washington. The requirements contained herein, as well as City of Yakima's review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this contract. The business auto liability shall include Hired and Non-Owned coverage if necessary. c. Employer's Liability(Stop Gap) Contractor and all subcontractor(s) shall at all times comply with all applicable workers' compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable, and shall maintain Employer's Liability insurance with a limit of no less than $1,000,000.00. The City shall not be held responsible in any way for claims filed by Contractor or its employees for services performed under the terms of this Contract. Contractor agrees to assume full liability for all claims arising from this Contract including claims resulting from negligent acts of all subcontractor(s). Contractor is responsible to ensure subcontractor(s) have insurance as needed. Failure of subcontractors(s)to comply with insurance requirements does not limit Contractor's liability or responsibility. Contractor's insurance coverage shall be primary insurance with respect to those who are Additional Insureds under this Contract. Any insurance, self-insurance or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance and neither the City nor its insurance providers shall contribute to any settlements,defense costs,or other payments made by Contractor's insurance. If at any time during the life of the Contract, or any extension, Contractor fails to maintain the required insurance in full force and effect, all work under the contract shall be discontinued immediately. Any failure to maintain the required insurance may be sufficient cause for the City to terminate the Contract. 15. Severability If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms,conditions or applications which can be given effect without the invalid term,condition or application. To this end, the terms and conditions of this Contract are declared severable. RFP 12412P Downtown Flower Program Page 31 of 41 16. Contract Documents This Contract,the Request for Qualifications& Proposals No. 12412P Downtown Flower Program Scope of Work, conditions, addenda, and modifications and Contractor's proposal (to the extent consistent with Yakima City documents) constitute the Contract Documents and are complementary. Specific Federal and State laws and the terms of this Contract, in that order respectively, supersede other inconsistent provisions. These Contract Documents are on file in the Office of the Purchasing Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this Contract. 17. Termination Termination for Cause In the event the Contractor breaches this Contract,the City may terminate the Contract at its sole discretion in such event that it provides the Contractor with written notice of Contractor's breach and the Contractor fails to cure its breach within 30 days of this notice. In the event of the City breaches this Contract, the Contractor may terminate the Contract at its sole discretion in such event that it provides the City with written notice of City's breach and the City failes to cure its breach of the Contract within 60 days of this notice. The following represents a non-exclusive, illustrative list of instances that shall be considered a breach by the Contractor: a. Defaults on an obligation under the Contract; b. Fails to perform any material obligation required under the Contract; c. Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; d. Allows any final judgment not to be satisfied or a lien not to be disputed after a legally-imposed, 30-day notice; e. Makes an assignment for the benefit of creditors; f. Fails to follow the sales and use tax certification requirements of the State of Washington; g. Incurs a delinquent Washington tax liability; h. Becomes a State or Federally debarred Contractor; i. Is excluded from federal procurement and non-procurement Contracts; j. Fails to maintain and keep in force all required insurance, permits and licenses as provided in the Contract; k. Fails to maintain the confidentiality of the City information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; I. Contractor performance threatens the health or safety of a City, County or municipal employee; or Termination for Convenience The City may terminate the Contract, without cause, by providing 30 days written notice of termination. In the event of termination for convenience,the Contractor shall be entitled to receive compensation for any fees owed under the Contract. The Contractor shall also be compensated for partially completed services. In this event, compensation for such partially completed services shall be no more than the percentage of completion of the services requested, at the sole discretion of the City, multiplied by the corresponding payment for completion of such services as set forth in the Contract. Alternatively, at the sole discretion of the City, the Contractor may be compensated for the actual service hours provided. The City shall be entitled to a refund for goods or services paid for but not received or implemented, such refund to be paid within 30 days of written notice to the Contractor requesting the refund. Change in Funding In addition to the above termination provisions, if the funds upon which the City relied to establish this Contract are withdrawn, reduced, or limited, or if additional or modified conditions are placed on such funding, the City may terminate this Contract by providing at least five business days written notice to the Contractor. The termination shall be effective on the date specified in the notice of termination. RFP 12412P Downtown Flower Program Page 32 of 41 18. Dispute Resolution In the event that any dispute shall arise as to the interpretation of this agreement,or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. 19. Re-Award When the contract is terminated by the Contractor upon providing the written notice as herein required, the City, pursuant to City ordinance, may re-award the contract to the next most responsible Proposer within 120 days from original award. When a Contractor is unable to supply goods and/or services to the City and is in breach of the contract,or when the contract is terminated by the City for cause as herein provided,the City reserves the right to re-award the contract to the next most responsible Proposer within 120 days from original award. 20. Substitution The Contractor shall not substitute or deviate from said specifications of this Contract without a written amendment, signed by the City Manager,or pursuant to Section 55 below entitled"Change or Notice". Any violation of this procedure by the Contractor will be considered cause for immediate cancellation of the Contract for cause by the City. 21. Contractor Shall Furnish Except as otherwise specifically provided in this Contract, Contractor shall furnish the following, all as the same may be required to perform and provide the services in accordance with the terms of this Contract: personnel,labor,products and supervision;and technical, professional and other services. All such services, products, property and other items furnished or required to be furnished, together with all other obligations performed or required to be performed, by Contractor under this Contract are sometime collectively referred to in this Contract as the"(Services)." 22. Complementary Provisions All provisions of this Contract are intended to be complementary, and any services required by one and not mentioned in another shall be performed to the same extent as though required by all. Details of the services that are not necessary to carry out the intent of this Contract, but that are not expressly required, shall be performed or furnished by Contractor as part of the services,without any increase in the compensation otherwise payable under this Contract. 23. Invoices The City will use its best efforts to pay each of Contractor's invoices within thirty(30)days after the City's receipt and verification thereof; provided, however,that all such payments are expressly conditioned upon Contractor providing services hereunder that are satisfactory to the City. The City will notify the Contractor promptly if any problems are noted with the invoice. To insure prompt payment, each invoice should cite purchase order number, RFQP number, detailed description of work, unit and total price, discount term and include the Contractor's name and return remittance address. Contractor will mail invoices to the City at the following address: TO CITY: City of Yakima Accounts Payable COPY TO: Downtown Assocation of Yakima 129 N 2nd Street Curt Wilson, Executive Director Yakima,WA 98901 14 S. 1st Street Yakima,WA. 98901 RFP 12412P Downtown Flower Program Page 33 of 41 24. Prime Contractor Contractor is the Prime Contractor hereunder. The Prime Contractor shall be the sole point of contact with regard to all contractual matters arising hereunder, including the performance of services and the payment of any and all charges resulting from its contractual obligations. 25. Delegation of Professional Services The services provided for herein shall be performed by Contractor, and no person other than regular associates or employees of Contractor shall be engaged on such work or services. Contractor shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any services to any other person or entity without the prior written consent of the City. Any such delegation or subcontracting without the City's prior written consent shall be voidable at the City's option. No delegation of subcontracting of performance of any of the services, with or without the City's prior written consent, shall relieve Contractor of its responsibility to perform the services in accordance with this Contract. Contractor shall be fully responsible for the performance, acts and omissions of Contractor's employees, Contractor's subcontractors, and any other person who performs or furnishes any services(collectively, the "Support"). Contractor shall at all times be an independent contractor and not an agent or representative of the City with regard to performance of the services. Contractor shall not represent that it is, nor hold itself out as, an agent or representative of the City. In no event shall Contractor be authorized to enter into any agreement or undertaking for or on behalf of the City. Neither the Contractor nor any employee of the Contractor is entitled to any benefits that the City provides its employees. The Contractor is solely responsible for payment of any statutory workers compensation or employer's liability insurance as required by state law. The Contractor will have an active account with the Department of Revenue, other state agencies as needed, and a separate set of books or records that reflect all items of income and expenses of the business that the Contractor is conducting. Contractor shall perform the services in a timely manner and in accordance with the standards of the profession. At the time of performance, Contractor shall be properly licensed, equipped, organized, and financed to perform the services in accordance with this Contract. Subject to compliance with the requirements of this Contract, Contractor shall perform the services in accordance with its own methods. 26. Licenses If applicable,Contractor shall have a valid and current business license per Chapter 5.02 Section 5.02.010 of the Yakima Municipal Code covering this type of business and shall satisfy all applicable City Code provisions. Said license shall be obtained prior to the award of any contract. Inquiries as to fees, etc., should be made to the Office of Code Administration, telephone(509) 575-6121. In addition, Contractors are required to be registered by the State per Chapter 18.27 of the Revised Code of Washington and their registration number must be listed on the RFP. Contractor shall take all reasonable precautions to protect against any bodily injury(including death)or property damage that may occur in connection with the services. 27. Removal of Subcontractor If dissatisfied with the background, performance,and/or general methodologies of any subcontractor,the City may request in writing that the subcontractor be removed. The Contractor shall comply with this request at once and shall not employ the subcontractor for any further work/services under this Contract. 28. Taxes and Assessments Contractor shall be solely responsible for and shall pay all taxes,deductions,and assessments,including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury insurance, and other deductions from income which may be required by law or assessed against either party as a result of this Contract. In the event the City is assessed a tax or assessment as a result of this Contract, Contractor shall pay the same before it becomes due. RFP 12412P Downtown Flower Program Page 34 of 41 The City and its agencies are exempt from payment of all federal excise taxes, but not sales tax (currently at 8.3%). Tax will not be considered in determining which proposal is the lowest or best, however RCW 39.30.040 allows the City to take any sales tax and B&O tax that is will receive from purchasing supplies, materials and equipment within its boundaries into consideration when determining the lowest responsible Proposer. 29. Contractor Tax Delinquency Contractors who have a delinquent Washington tax liability may have their payments offset by the State of Washington. 30. Inspection: Examination of Records The Contractor agrees to furnish the City with reasonable periodic reports and documents as it may request and in such form as the City requires pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection therewith, and any other matter are to be covered by this Agreement. The records relating to the services shall, at all times, be subject to inspection by and with the approval of the City, but the making of(or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the services in accordance with this Contract, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. Contractor shall provide the City sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities. 31. Recordkeeping and Record Retention The Contractor shall establish and maintain adequate records of all expenditures incurred under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, state and local ordinances. 32. Confidential, Proprietary and Personally Identifiable Information Contractor shall not use Confidential, Proprietary or Personally Identifiable Information of City for any purpose other than the limited purposes set forth in this Contract, and all related and necessary actions taken in fulfillment of the obligations there under. Contractor shall hold all Confidential Information in confidence,and shall not disclose such Confidential Information to any persons other than those directors, officers, employees, and agents ("Representatives") who have a business-related need to have access to such Confidential Information in furtherance of the limited purposes of this Contract and who have been apprised of,and agree to maintain,the confidential nature of such information in accordance with the terms of this Contract. Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically. Contractor shall ensure that all indications of confidentiality contained on or included in any item of Confidential Information shall be reproduced by Contractor on any reproduction, modification, or translation of such Confidential Information. If requested by the City in writing,Contractor shall make a reasonable effort to add a proprietary notice or indication of confidentiality to any tangible materials within its possession that contain Confidential Information of the City, as directed. Contractor shall maintain all Confidential Information as confidential for a period of three (3) years from the date of termination of this Contract, and shall return or destroy said Confidential Information as directed by the City in writing. Contractor may disclose Confidential Information in connection with a judicial or administrative proceeding to the extent such disclosure is required under law or a court order, provided that the City shall be given prompt written notice of such proceeding if giving such notice is legally permissible. 33. Suspension of Work The City may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond the City's control are interfering with normal progress of the Service. The Contractor may suspend, in writing by certified mail, all or a portion of the Service under this Agreement if unforeseen circumstances beyond Contractor's control are interfering with normal RFP 12412P Downtown Flower Program Page 35 of 41 progress of the Service. The Contractor may suspend Service on the Project in the event the City does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the Service shall be extended by the number of days the Service is suspended. If the period of suspension exceeds ninety(90)days,the terms of this Agreement are subject to renegotiation, and both parties are granted the option to terminate the Service on the suspended portion of Project in accordance with Section 17. 34. Provision of Services The Contractor shall provide the services set forth herein with all due skill, care, and diligence, in accordance with accepted industry practices, standards and legal requirements, and to the City's satisfaction; the City decision in that regard shall be final and conclusive. The City may inspect, observe and examine the performance of the services performed on the City premises at any time. The City may inspect, observe and examine the performance of Contractor's services at reasonable times, without notice, at any other premises. a. If the City notifies the Contractor that any part of the services rendered are inadequate or in any way differ from the Contract requirements for any reason, other than as a result of the City's default or negligence, the Contractor shall, at its own expense, reschedule and perform the services correctly within such reasonable time as the City specifies. This remedy shall be in addition to any other remedies available to the City by law or in equity. b. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its subcontractors perform the services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and City work rules. 35. Assignment This Contract, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Contractor to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Contractor stated herein. 36. No Conflict of Interest Contractor represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Contract. Contractor further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Contract. 37. Material Safety Data Sheet If any item(s)on an order(s) resulting from this award(s) is a hazardous chemical, as defined under 29CFR 1910.1200, provide one(1) copy of a Material Safety Data Sheet for each item with the shipped container(s) and one(1)copy with the invoice(s). 38. Promotional Advertising/News Releases Reference to or use of the City, any of its departments, agencies or other subunits, or any official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the City. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency. 39. Time is of the Essence Timely provision of the services required under this Contract shall be of the essence of the Contract,including the provision of the services within the time agreed or on a date specified herein. 40. Expansion clause Any resultant contract may be further expanded by the Purchasing Manager in writing to include any other item normally offered by the Contractor, as long as the price of such additional products is based on the same cost/profit formula as the listed item/service. At any time during the term of this contract, other City departments may be added to this contract, if both parties agree. RFP 12412P Downtown Flower Program Page 36 of 41 41. Patent Infringement The contractor selling to the City the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further,that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the City(provided that such contractor is promptly notified of such suit,and all papers therein are delivered to it)for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit. 42. Safety Requirements All materials, equipment, and supplies provided to the City must comply fully with all safety requirements, federal, state and local laws, ordinances, rules, regulations as set forth by the State of Washington RCW's,WAC's and all applicable OSHA Standards. 43. Warranty Unless otherwise specifically stated by the Proposer, Contractor warrants that all goods and/or services furnished under this contract are warranted against defects by the Proposer for one (1) month from date of receipt, conform strictly to the specifications herein, are merchantable, free from defect damage or infestation, are fit for the intended purpose of which such goods and services are ordinarily purchased and/or employed and if a particular purpose is stated in a Special Condition,the goods are then warranted as for that particular purpose. Contractor further warrants that no violation of any federal, state or local law, statute, rule, regulation, ordinance or order will result from the manufacturer, production, sale, shipment, installation, display or use of any other goods. Contractor's warranties (and any more favorable warranties, service policies, or similar undertaking of Contractor) shall survive delivery, inspection, and acceptance of the goods or services. 44. Access and Review of Contractor's Facilities The City may visit and view any of the offices, premises,facilities and vehicles of the Contractor and/or Contractor's Subcontractor upon request and reasonable notice during the term of the Contract and Contract renewals/extensions. 45. Facility Security The City may prohibit entry to any secure facility, or remove from the facility, a Contract employee who does not perform his/her duties in a professional manner, or who violates the secure facility's security rules and procedures. The City reserves the right to search any person, property,or article entering its facilities. 46. Waiver of Breach A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Contract shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement,covenant or condition of this Contract,or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement,covenant,condition or right. 47. Integration This Contract, along with the City of Yakima's RFP 12412P Downtown Flower Program and the Contractor's response to the Request for Qualifications("RFQ"), represents the entire understanding of the City and Contractor as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Contract may not be modified or altered except in writing signed by both parties. 48. Force Majeure Contractor will not be responsible for delays in delivery due to acts of God, fire, strikes, epidemics, pandemics, war, riot, delay in transportation or railcar transport shortages, provided Contractor notifies the City immediately in writing of such pending or actual delay. Normally, in the event or any such delays(acts of God, etc.)the date of delivery will be extended for a period equal to the time lost due to the reason for delay. RFP 12412P Downtown Flower Program Page 37 of 41 49. Materials Bough from Different Supplier Should the Contractor be unable to or refuse to supply materials,on any given day,against this predetermined delivery schedule to which the supplier has agreed and the City is forced to do the work with materials bought from a different supplier, the difference in the Bid price of the materials and that paid the new supplier, in order to do the work, shall be charged to and paid for by the Contractor holding the Bid award for these products. Contractor shall not, however, be responsible for delays in delivery due to: 1. Unavoidable mechanical breakdowns 2. Strikes 3. Inability to secure component materials 4. Acts of God 5. Fire Provided the City of Yakima Purchasing Manager is notified in writing by the Contractor of such pending or actual delay. In the event of any delay,the date of delivery shall be extended for a period equal to the time lost due to the reason for the delay. 50. Governing Law This Contract shall be governed by and construed in accordance with the laws of the State of Washington. 51. Venue The venue for any judicial action to enforce or interpret this Contract shall lie in a court of competent jurisdiction in Yakima County, Washington. 52. Authority The person executing this Contract, on behalf of Contractor, represents and warrants that they have been fully authorized by Contractor to execute this Contract on its behalf and to legally bind Contractor to all the terms, performances and provisions of this Contract. 53. Notice of Change in Financial Condition If, during the Contract Term,the Contractor experiences a change in its financial condition that may affect its ability to perform under the Contract,or experiences a change of ownership or control,the Contractor shall immediately notify the City in writing. Failure to notify the City of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. 54. Change or Notice Any alterations, including changes to the nature of the service, made to the Contract shall be rendered in writing and signed by both responsible parties; no changes without such signed documentation shall be valid. No alterations outside of the general scope and intent of the original Request for Proposals or in excess of allowable and accepted price changes shall be made. In no event shall the Contractor be paid or be entitled to payment for services that are not authorized herein or any properly executed amendment. Notice of Business Changes: Contractor shall notify the City in writing within three(3) business days of any change in ownership of the facilities of the Contractor or of the facilities of any subcontractor. The Contractor shall notify the City in writing as soon as possible, and in no event later than three (3) business days, after any decision by the Contractor to change or discontinue service that will affect services provided to the City under this Contract. The City shall have the right to renegotiate the terms and conditions of this Contract to the extent required to accommodate a change in governing law or policy that, in the sole discretion of the City, either substantially and unreasonably enlarges the Contractor's duties hereunder, or renders performance, enforcement or compliance with the totality of the Contract impossible, patently unreasonable, or unnecessary. Notices and demands under and related to this Contract shall be in writing and sent to the parties at their addresses as follows: RFP 12412P Downtown Flower Program Page 38 of 41 TO CITY: COPY TO: TO CONTRACTOR: Susan Knotts Curt Wilson Melissa McLaughlin Buyer II Executive Director Owner City of Yakima Purchasing Division Downtown Assocation of Yakima Country Garden Nursery 129 North 2nd Street 14 S. 1st Street 6275 NW Poverty Bend Rd Yakima WA, 98901 Yakima, WA 98901 McMinnville, OR 97128 55. Survival The foregoing sections of this Contract, 1-55 inclusive,shall survive the expiration or termination of this Contract in accordance with their terms. IN WITNESS WHEREOF, the parties hereto execute this Contract as of the day and year first above written. CITY OF YAKIMA CONTRACTOR NAME Nsg-S z r, By: City Manager Date: Date: 01/13/2025 Melissa McLaughlin Attest: (Print name) City Clerk Attachments: Exhibit A—RFP 12412P Specifications Exhibit B—Cost Proposal (Compensation) RFP 12412P Downtown Flower Program Page 39 of 41 Tab 8 VII. REQUIRED FORMS PROPOSER QUESTIONNAIRE MUST BE SUBMITTED WITH PROPOSAL PROPOSER Country Garden Nursery Page 1 of 4 INSTRUCTIONS: Provide the requested information, sign and date. If the Owner requires further description, the Owner may request Proposer to provide such information within a mandatory due date. You must submit this completed form to the Owner with your Proposal. Failure to submit this form fully complete, may result in disqualification of Proposal. PROPOSER INFORMATION Proposer's Legal Name: Country Garden Nursery, LLC Company's dba: (if applicable) Country Garden Nursery CEO/President Name: Melissa McLaughlin Business Federal License No. UBI No.604222462 FIN No. 75-2975410 Phone ( 5p3) 472-1351 Toll Free Phone ( ) FAX ( ) E-Mail Address Melissa@CountryGardenNursery.coi Mailing Address 6275 NW Poverty Bend Rd City McMinnville State OR Zip + 4 97128-8114 Physical Address Same City State Zip+ 4 Name the person to contact for questions concerning this proposal. Name Melissa McLaughlin Title Owner Phone ( 503) 472-1351 Toll Free Phone ( ) FAX ( ) E-Mail Address Melissa@CountryGardenNursery.com Mailing Address 6275 NW Poverty Bend Rd, McMinnville, OR 97128 City McMinnville State OR Zip + 4 97128-8114 Physical Address Same City State Zip + 4 RFP 12412P Downtown Flower Program Page 22 of 41 PROPOSER: Country Garden Nursery PROPOSER QUESTIONNAIRE Page 2 of 4 OWNERSHIP Is your firm a subsidiary, parent, holding company, or affiliate of another firm? Yes: No: Please explain: FINANCIAL RESOURCES AND RESPONSIBILITY Within the previous five years, has your firm been the debtor of a bankruptcy? Yes: No: Please explain Is your firm in the process of or in negotiations toward being sold? Yes: No: Please explain Within the previous five years, has your firm been debarred from contracting with any V local, state, or federal government contract? Yes: No: Please explain Within the previous five years, has your firm been determined to be a non- responsible bidder for a proposal for any government contract? Yes: No: Please explain Within the previous five years, has a governmental or private entity terminated your firm's contract prior to contract completion? Yes: No: Please explain Within the previous five years, has your firm used any subcontractor to perform work on a government contract when that subcontractor had been debarred by a governmental agency? Yes: No: Please explain RFP 12412P Downtown Flower Program Page 23 of 41 PROPOSER: Country Garden Nursery PROPOSER QUESTIONNAIRE Page 3 of 4 DISPUTES Within the previous five years, has your firm been the defendant in court on a matter related to any of the following? • Payment to subcontractors'? Yes: No Please explain • Work performance on a contract? Yes: No: Please explain Does your firm have any outstanding judgments pending against it? Yes: No. V Please explain Within the previous five years, has your firm been assessed liquidated damages on a contract? Yes. No: V Please explain Has your firm received notice of and/or in litigation about patent infringement for the product and/or service that your firm is offering to the City? Yes. No. Please explain COMPLIANCE Within the previous five years, has your firm or any of its owners, partners, or officers, been assessed penalties or found to have violated any laws, rules, or regulations enforced or administered by a governmental entity? This does not include owners of stock if your firm is a publicly traded corporation. Yes. No: Please explain License(s) are required to perform the services sought by this solicitation. Within the previous five years, has your firm had a license suspended by a licensing agency or been found to have violated licensing laws'? Yes: No: V Please explain RFP 12412P Downtown Flower Program Page 24 of 41 Garden Nursery PROPOSER QUESTIONNAIRE PROPOSER: Country Page 4 of 4 BUSINESS INTEGRITY Is a governmental entity or public utility currently investigating your firm for false claims or material misrepresentations? Yes: No: V Please explain Within the previous five years, has a governmental entity or public utility determined your firm made a false claim or material misrepresentation? Yes: No: V Please explain Within the previous five years, has your firm or any of its owners, partners or officers been convicted of a crime involving the bidding on a government contract, the awarding of a government contract, the performance of a government contract, or of a crime of fraud, theft, embezzlement, perjury, bribery? This does not include Owners of stock if your firm is a publicly traded corporation. Yes: No: V Please explain RFP 12412P Downtown Flower Program Page 25 of 41 Tab 8 PROPOSER REFERENCES MUST BE SUBMITTED WITH PROPOSAL 1) Company Name Downtown Association of Yakima Address (include Zip + 4) 14 S First St, Yakima, WA 98901 Contact Person Jose Munguia Phone No. 509 571 1328 Describe experience with reference We have worked with DAY since 2012 to provide +/- 300 flower baskets each year for Downtown Yakima. Jose has been our contact since he started in 2023 and we coordinate with him on logistics, plant performance, watering and plant care advice, and quality evaluations throughout the growing season. 2) Company Name Uptown Downtown Oakland Community Benefit Districts Address (include Zip + 4) 388 19th Street, Oakland, CA 94612 Contact Person Andrew Jones Phone No. 510 384 7874 Describe experience with reference We have worked with Andrew and UDO to provide hanging baskets for downtown Oakland, CA since at least 2012. Over the years we have found creative solutions to provide colorful hanging baskets with the constraints of water restrictions and the cost of hand watering. 3) Company Name City of Mountain View Address (include Zip + 4) PO Box 7355, Mountain View, CA 94039-7355 Contact Person Barry Gomez Phone No. 650 903 6262 Describe experience with reference We have provided hanging flower baskets for the City of Mountain View, CA since 2008. RFP 12412P Downtown Flower Program Page 26 of 41 Tab 9 COST PROPOSAL FORM MUST BE SUBMITTED WITH PROPOSAL Bid 12412P FLOWER PROGRAM FOR THE DOWNTOWN YAKIMA BUSINESS IMPROVEMENT DISTRICT The City of Yakima is accepting proposals for the Flower Program for the Downtown Yakima Business Improvement District per specifications or approved and acceptable equal. The objective is to provide a vibrant,clean,green and colorful downtown. Vendor must be within one day's travel,600 miles roundtrip. Season: (May 15`to October 31 s`): Temperatures in Yakima average from a low of 42 degrees and a high of 92 degrees, with average precipitation of.262". Item Description Price Total Price No. Per Unit (without tax) Hanging Flower Baskets Annual Estimated Quantities: Two hundred seventy (270) to three hundred (300) hanging baskets with coconut liners and/or other recommended liner to be provided and delivered by the City to Vendor's facility. I. Provide soil containing slow release water retention and fertilizer pellets and at least ten(10)flower plugs that $139 $39893 will grow out of the sides and top of the baskets. Bedding Plants Annual Estimated Quantities: Approximately 115-128 trays for approximately 217 planters of variety sizes. ?. Calibrachoa—18/tray List Number of plantings per tray if different $38 $570 3. SuperCal—18/tray List Number of plantings per tray if different $38 S 494 4. Ipomoea Sweet Potato Vine,Black&Green—18/tray List Number of plantings per tray if different $44 $484 5. Coleus— 18/tray List Number of plantings per tray if different $38 S 266 6. Verbena— 18/tray List Number of plantings per tray if different $38 $570 7. Marigold— 18/tray List Number of plantings per tray if different $31.50 $598.50 RFP 12412P Downtown Flower Program Page 20 of 41 8. Wave Petunia— 18/tray List Number of plantings per tray if different $31.50 $567 9. Wax Begonia— 18/tray List Number of plantings per tray if different $31.50 $0 10. Begonia Boliviensis— 18/tray List Number of plantings per tray if different $44 $0 1 1. Sunpatiens— 18/tray List Number of plantings per tray if different $44 $572 12. Scaevola— 18/tray List Number of plantings per tray if different $38 $152 13. Sedum Mix—25/tray List Number of plantings per tray if different $38 $0 18/Tray 14. Creeping Charlie— 18/tray List Number of plantings per tray if different $44 $0 15. Lantana— 18/tray List Number of plantings per tray if different $38 $0 SUB TOTAL: $44166.50 FREAIGHT: INCLUDED FOB Destination,Inside Delivery WA STATE SALES TAX: $3665.82 Destination Based @ 8.3% TOTAL: $47832.32 THIS SECTION MUST BE COMPLETED LIST DISCOUNT OFFERED FOR OTHER PLANTINGS AND/OR ANY 0 % OTHER ITEMS/SERVICES NOT SPECIFICALLY LISTED RFP 12412P Downtown Flower Program Page 21 of 41