2026-015 MCC Electrical and HVAC System.pdf

City of Marysville Request for Qualifications

RFQu No. 2026-015

Request for Qualifications

MCC Electrical and HVAC System Assessment

Procurement and Contracts

501 Delta Avenue Marysville, WA 98270

(425) 363-8078

REQUEST FOR QUALIFICATIONS

RFQu No. 2026-015

MCC ELECTRICAL AND HVAC SYSTEM ASSESSMENT

PROJECT OVERVIEW

A. INTRODUCTION & SUBMITTAL LOCATION

Statements of Qualifications will be received electronically by e-mailing tbauccioteschlog@marysvillewa.gov or submitting in person at the City of Marysville Civic Center Front Counter, 501 Delta Avenue, Marysville, Washington 98270, Monday through Friday, 8:00 a.m. to 4:30 p.m.

This RFQu contains three sections.

• Section One. contains a description of the proposed scope of work.

• Section Two. contains general information, including the RFQu schedule, contact information, as well as the RFQu Coordinator's e-mail and phone number

• Section Three contains submittal requirements and explains how the city will evaluate Statements of

Qualifications.

B. OVERVIEW

The City of Marysville is seeking the services of experienced engineering firms to evaluate the electrical and HVAC systems at the Marysville Civic Center to determine current performance, identify required emergency‑power circuits, assess generator capacity, and review cooling adequacy for critical information technology spaces.

As described in more detail below, the City is requesting statements of qualifications from consultants experienced in municipal electrical and HVAC system evaluations.

C. SCHEDULE

The following anticipated schedule contains major milestones and may be modified:

August 28, 2026 Release of Request for Statement of Qualifications

September 10, 2026, at 11:59 P.M. Last Day for Questions

September 22, 2026, no later than 3:00 P.M. Submittals Due

September 29, 2026 Selection of Preferred Architect or Engineer mailto:tbauccioteschlog@marysvillewa.gov

SECTION ONE

PROPOSED PROJECT

1.1 PROJECT OBJECTIVE

The objective of this project is to evaluate the existing electrical and HVAC systems at the Marysville Civic Center to ensure they meet current operational needs and future requirements. This includes identifying circuits that require emergency generator support, assessing the generator’s available capacity, and evaluating the cooling performance of systems serving the server room, IDF, and MDF spaces. The desired outcomes include a conditions assessment report, identification of deficiencies and risks, and development of recommended upgrades or corrective action.

1.2 PROJECT LOCATION

The location of this work is:

501 and 601 Delta Avenue Marysville, WA 98270

1.3 SCOPE OF SERVICES

The following describes the desired scope of work:

1. Evaluate the existing electrical distribution system, including all panelboards, circuits, feeders, and protective devices, with particular emphasis on how these components perform under emergency‑power conditions. This evaluation should document system configuration, load conditions, known limitations, and any elements that may not meet current standards or best practices.

2. Identify and document all circuits that require emergency generator support but are not currently backed up. This effort should include a full review of existing emergency‑power assignments, system criticality, operational needs during outages, and recommended circuit reallocation or additions.

3. Assess the available capacity of the existing emergency generator, including load analysis, current utilization, remaining capacity, and any constraints that may limit future expansion of emergency‑power coverage. Consultants should also identify risks associated with generator performance, age, or condition.

4. Evaluate the HVAC systems serving the Server Room, Intermediate Distribution Frame (IDF), and Main

Distribution Frame (MDF) spaces, with a clear focus on cooling adequacy under current IT loads. The evaluation should also consider future growth, system redundancy, environmental control performance, and any deficiencies that could impact IT continuity.

5. Provide a conditions assessment report summarizing all findings, deficiencies, risks, and system limitations. The report should clearly communicate priority issues, recommended corrective actions, and supporting technical justification.

6. Develop recommended upgrades or corrective improvements and prepare preliminary plans to address identified issues. This should include conceptual layouts, recommended equipment modifications or replacements, sequencing considerations, and rough‑order‑of‑magnitude cost guidance sufficient to inform the City’s future design and budgeting decisions.

1.4 POTENTIAL FUTURE SCOPE

The City may elect to amend the awarded consultant’s contract to include one or more of the following additional scopes of work.

A. Detailed facility tenant improvement plans

B. Preparation of construction documents suitable for permitting and bidding.

C. Assistance with permit submittals and agency coordination.

D. Construction administration including project management, inspection and closeout documentation.

1.5 CONDITIONS OF THE AGREEMENT

• The selected consultant will enter into a Professional Services Agreement, which will establish a maximum contract amount. The City will authorize some or all of the work elements described above on a task basis.

• The form of contract used for this project is the City of Marysville standard Professional Services Agreement.

• The Professional Services Agreement is included in the Appendix.

SECTION TWO

GENERAL INFORMATION

2.1 RFQu COORDINATOR

Upon release of this Request for Qualifications (RFQu), all communications concerning this process must be directed to the RFQu Coordinator listed below:

Theresa Bauccio-Teschlog, MBA, NIGP-CPP, CPPB City of Marysville Procurement and Contracts

501 Delta Avenue, Marysville, WA 98270 Phone: (360) 363-8078 tbauccioteschlog@marysvillewa.gov

After issuance of the RFQu, unauthorized contact regarding the RFQu with other City of Marysville employees may result in disqualification. Any oral communication will be considered unofficial and non-binding on the City of Marysville. Consultants must only rely on written statements issued by the RFQu Coordinator.

2.2 ADDENDA

Changes to this RFQu will be made only by formal written addenda issued by the RFQu Coordinator named above.

Respondents are responsible for checking the City of Marysville website for the issuance of any addenda, questions and answers prior to submitting a Statement of Qualifications.

The address is https://www.marysvillewa.gov/bids

2.3 STATEMENT RESPONSE DATE AND LOCATION

The consultant’s Statement of Qualifications must be submitted in its entirety, not later than the date and time listed on page one of this RFQu. Statements arriving after the deadline will not be considered.

All statements and accompanying documentation will become the property of the City of Marysville.

If submitting electronically, it is highly recommended that consultants submit an electronic copy (PDF) of their Statements of Qualifications via email clearly titled, “(Consultant Name) – MCC Electrical and HVAC Assessment SOQ - 2026-015”

Senders assume the risk of the method of dispatch chosen. The City of Marysville assumes no responsibility for delays. If mailing a response, postmarking by the due date will not substitute for actual statement receipt. Statements will not be accepted late nor will additional time be granted to any consultant.

2.4 NON-ENDORSEMENT

As a result of the selection of a consultant, the City of Marysville is neither endorsing nor suggesting that the consultant’s service is the best or only solution. The consultant agrees to make no reference to the https://www.marysvillewa.gov/bids

City of Marysville in any literature, promotional material, brochures, sales presentations, or the like without the express written consent of the City of Marysville.

2.5 PUBLIC DISCLOSURE

All materials submitted in response to this RFQu become the property of the City of Marysville. Selection or rejection of a statement of qualifications does not affect this.

Pursuant to Chapter 42.56 RCW and other applicable law, all materials including, for example, statements of qualifications submitted under this RFQu are public records and will be, unless determined otherwise by the city in the city’s sole discretion consistent with applicable law, available for inspection and copying by the public following contract award. The city has no obligation to withhold from disclosure materials designated as confidential or proprietary. The city has no obligation to provide any notices prior to disclosure.

Materials will not be released by the City of Marysville prior to contract award in order to protect the integrity of the procurement process unless otherwise required by law.

Consultants by submission of materials in response to this RFQu acknowledge and agree that the City will have no obligation to advocate for nondisclosure in any forum and has no liability whatsoever to the consultant for the disclosure of any material submitted by proposer in response to this RFQu.

2.6 NO OBLIGATION TO BUY

The City of Marysville reserves the right to refrain from contracting with any consultant. The release of this RFQu does not compel the City of Marysville to contract for or purchase services.

2.7 COST OF PREPARING STATEMENTS

The City of Marysville is not liable for any costs incurred by proposers in the preparation and presentation of statements and demonstrations submitted in response to this RFQu.

2.8 CONDITIONAL COMMITMENT OF FUNDS

Notwithstanding any provision of this RFQu, by submission of a response, the consultant agrees and acknowledges that this RFQu does not constitute a commitment of funds or project approval.

2.9 BUSINESS LICENSE

The successful consultant may be required to possess or be able to obtain a City of Marysville Business License - https://marysvillewa.gov/1442/Business-Licensing.

https://marysvillewa.gov/1442/Business-Licensing

SECTION THREE

STATEMENT OF QUALIFICATIONS

SUBMITTAL REQUIREMENTS AND EVALUATION

3.1 SUBMITTAL INFORMATION

The statements of qualifications must be limited to twenty (20) single-sided pages or ten (10) double sided pages, not including staff resumes.

• Resumes shall be limited to two (2) pages single sided or one (1) page double sided or less for each key personnel assigned to the contract.

• The front and back cover are not considered a page.

• Past conditions assessment reports do not count towards the page limits.

• The contact information form counts as a page.

• No additional information or pamphlets will be considered by the selection committee.

The contact information form on page eight below should be provided as the first page of the submittal and must be included otherwise, the response may be deemed non-responsive and may not be evaluated.

Title each page with your name or company name, number the pages, and note the section and question letter for each response.

3.2 SUBMITTAL FORMAT

Statements of Qualification will be evaluated on the completeness of the information supplied in the submittal.

Submit Statements of Qualification with the following three-section format. Failure to provide all the information below clearly and completely may result in rejection as non-responsive.

1. QUALIFICATIONS & EXPERIENCE

Provide a general overview of your organization. At a minimum, answer the following questions:

a) Describe your firm’s experience evaluating municipal electrical distribution systems, including emergency‑power systems, generator capacity assessments, and documentation of critical circuits.

b) Summarize your experience assessing HVAC systems for specialized IT environments such as Server, IDF, and MDF rooms, including any projects involving cooling adequacy analysis under current and future load conditions.

c) Who are you proposing to be the project manager if awarded this contract? What is their experience with this work and other aspects pertinent to this project? What are their years of experience, years in the profession, years with the firm, years of applicable licenses, etc.? Provide a list of three major projects that person has been involved in and their role.

d) Provide names, tenure, roles, and responsibilities for each key team member engaged in providing the related services.

e) Provide examples of past conditions assessment reports your firm has prepared for public agencies, highlighting how findings, deficiencies, risks, and recommended improvements were communicated.

2. APPROACH & CAPABILITY

a) Describe your firm’s approach to evaluating existing electrical systems, including how your firm analyzes panelboards, circuits, feeders, and protective devices with respect to emergency‑power needs.

b) Explain the proposed process for identifying circuits that require emergency generator coverage and how you verify gaps between operational requirements and current configurations.

c) Outline your methodology for assessing generator capacity, including load analysis, risk identification, and considerations for future expansion of emergency‑power support.

d) Describe your approach to evaluating HVAC performance in critical IT spaces, including how you assess cooling adequacy, system redundancy, and future capacity.

e) Provide an overview of how your firm develops recommended upgrades or corrective actions, including how preliminary plans are created to address identified issues and support city decision‑making.

f) What other work does your firm have underway or is anticipated to be in progress during the time frame of this project?

g) What risks do you foresee with this project?

3. PERFORMANCE

a) Submit no more than five (5) completed relevant project experiences within the past five years that demonstrate successful contract performance similar in size and scope as described in this RFQu, including any government experience. Include the following for each reference:

o Company name and full address o Point of contact name, title, e-mail address, and phone number o Contract title, number, start and completion dates o Contract value, description, and order or service details

3.3 EVALUATION

A numerical scale will be used to score each section for the written submittal. These track the submittal format on the previous two pages. The total score for each section will not exceed the maximum number of points set for that section. Scoring will be as follows:

Qualifications & Experience 40

Approach & Capability 45

Performance 15

Total 100

REQUEST FOR QUALIFICATIONS

RFQu No. 2026-015

MCC ELECTRICAL AND HVAC ASSESSMENT

The undersigned hereby declares that he or she is duly authorized to complete and submit this Statement of Qualifications and that the statements contained herein are true and correct as of the date set forth below.

Incomplete, incorrect, or misleading information may be the reason for a determination of non-responsibility by the City of Marysville.

Company Name:

Company Address:

City: State: ZIP:

Tax ID #: UBI #:

Legal status of consultant organization, i.e., corporation, partnership, sole proprietorship:

Diversity Certification (if applicable): ☐ Disadvantaged Business Enterprise (DBE) ☐ Minority Business Enterprise (MBE) ☐ Women Business Enterprise (WBE) ☐ Minority Women Business Enterprise (MWBE) Certification number:

Website: City of Marysville Business License #:

Consultant Contact Name (if different from Authorizing Official): Consultant Contact Title:

Consultant Contact Email: Consultant Contact Direct Phone:

Consultant Contact Address (if different from above):

City: State: ZIP:

Authorizing Official Name: Authorizing Official Title:

Authorizing Official Email: Authorizing Official Phone:

Authorizing Official Signature* and Date:

*A signature means an original signature, a copy of an original signature, a PDF scan of an original signature, or a DocuSign/AdobeSign electronic signature.

PROFESSIONAL SERVICES

AGREEMENT

PROFESSIONAL SERVICES AGREEMENT – Page 1 of 14 Form Rev. 12/2024

PROFESSIONAL SERVICES AGREEMENT BETWEEN

CITY OF MARYSVILLE

AND [CONSULTANT]

THIS AGREEMENT (“Agreement”) is made and entered into as of the date of the last signature below, by and between the City of Marysville, a Washington State municipal corporation (“City”), and [Consultant], a [Nature of Business Entity of Consultant, i.e. corporation, limited liability corporation, sole proprietorship and whether licensed/incorporated in Washington], organized under the laws of the state of Washington, located and doing business at [Address] (“Consultant”).

In consideration of the terms, conditions, covenants, and performances contained herein, the parties hereto agree as follows:

1. SCOPE OF SERVICES. The Consultant shall provide the work and services described in the attached EXHIBIT A, incorporated herein by this reference (the “Services”). All services and materials necessary to accomplish the tasks outlined in the Scope of Services shall be provided by the Consultant unless noted otherwise in the Scope of Services or this Agreement. All such services shall be provided in accordance with the standards of the Consultant’s profession.

2. TERM. The term of this Agreement will commence upon last date of signature below and will terminate at midnight on [Date 1], or on the day final payment is received by the Consultant if before [Same as Date 1], unless sooner terminated by either party as provided in this Agreement.

The parties may extend the term of this Agreement by written amendment.

3. COMPENSATION. The Consultant shall be paid by the City for Services rendered under this Agreement as described in EXHIBIT A and as provided in this section. In no event shall the compensation paid to Consultant under this Agreement exceed [Project Amount i.e. Twenty- Five Thousand Dollars] ($[Enter Amount]) within the term of the Agreement, including extensions, without the written agreement of the Consultant and the City. Such payment shall be full compensation for the Services and for all labor, materials, supplies, equipment, incidentals, and any other expenses necessary for completion.

The Consultant shall submit a monthly invoice to the City for Services performed in the previous calendar month in a format acceptable to the City. The Consultant shall maintain time and expense records and provide them to the City upon request.

The City will pay timely submitted and approved invoices received before the 20th of each month within thirty (30) days of receipt.

PROFESSIONAL SERVICES AGREEMENT – Page 2 of 14

4. CONSULTANT’S OBLIGATIONS.

4.1 MINOR CHANGES IN SCOPE. The Consultant agrees to accept minor changes, amendments, or revisions to the scope of the Services, as may be required by the City, when such changes, amendments, or revisions will not have any impact on the cost of the Services or the proposed delivery schedule.

4.2 ADDITIONAL WORK. The City may desire to have the Consultant perform additional work or services which are not identified in the scope of the Services. If the parties agree to the performance of additional work or services, the parties will execute a written supplemental amendment detailing the additional work or services and compensation therefore. In no event will the Consultant be compensated for preparing proposals for additional work or services. In no event shall the Consultant begin work contemplated under a supplemental amendment until the supplemental amendment is fully executed by the parties.

4.3 WORK PRODUCT AND DOCUMENTS. The work product and all documents produced under this Agreement shall be furnished by the Consultant to the City, and upon completion of the Services shall become the property of the City, except that the Consultant may retain one copy of the work product and documents for its records. The Consultant will be responsible for the accuracy of the Services, the work product, and all documents produced under this Agreement, even though the Services have been accepted by the City.

In the event that the Consultant defaults on this Agreement or in the event that this Agreement is terminated prior to the completion of the Services or the time for completion, all work product and all documents and other materials produced under this Agreement, along with a summary of work as of the date of default or termination, shall become the property of the City.

The summary of Services provided shall be prepared at no additional cost to the City. Upon request, the Consultant shall tender the work product, all documents, and the summary to the City within five (5) business days. Tender of said work product shall be a prerequisite to final payment under this Agreement.

The Consultant will not be held liable for reuse of work product or documents produced under this Agreement or modification of the work product or documents for any purpose other than those identified in this Agreement without the written authorization of the Consultant.

4.4 PUBLIC RECORDS ACT. Consultant acknowledges that the City is subject to the Public Records Act, chapter 42.56 RCW (the “PRA”). All records owned, used, or retained by the City are public records subject to disclosure unless exempt under the PRA, whether or not the records are in the possession or control of the City or Consultant. All exemptions to the PRA are narrowly construed.

a. Confidential Information. Any records provided to the City by the

PROFESSIONAL SERVICES AGREEMENT – Page 3 of 14

Consultant which contain information that the Consultant in good faith believes is not subject to disclosure under the PRA shall be marked “Confidential” and shall identify the specific information that the Consultant in good faith believes is not subject to disclosure under the PRA and a citation to the statutory basis for non-disclosure.

b. Responding to Public Records Requests. The City shall exercise its sole legal judgment in responding to public records requests.

(1) The City may rely upon the lack of notification from the Consultant in releasing any records that are not marked “Confidential.”

(2) If records identified as “Confidential” by the Consultant are responsive to a PRA request, the City will seek to provide notice to Consultant at least ten (10) business days before the date on which the City anticipates releasing records. The City is under no obligation to assert any applicable exemption on behalf of the Consultant. The Consultant may seek, at its sole cost, an injunction preventing the release of information which it believes is protected. In no event will the City have any liability to Consultant for any failure of the City to provide notice prior to release.

(3) If the City, in its sole legal judgment, believes that the Consultant possesses records that (1) are responsive to a PRA request and (2) were used by the City, the City will request the records from the Consultant.

The Consultant will, within ten (10) business days:

i. Provide the records to the City in the manner requested by the City;

ii. Obtain a court injunction, in a lawsuit involving the requester, covering all, or any confidential portion of, the records and provide any records not subject to the court injunction; or

iii. Provide an affidavit, in a form acceptable to the City Attorney, specifying that the Consultant has made a diligent search and did not locate any requested documents.

c. Indemnification. In addition to its other indemnification and defense obligations under this Agreement, the Consultant shall indemnify and defend the City from and against any and all losses, penalties, fines, claims, demands, expenses (including, but not limited to, attorneys fees and litigation expenses), suits, judgments, or damages (collectively “Damages”) arising from or relating to any request for records related to this Agreement, to the extent such Damages are caused by action or inaction of the Consultant.

This indemnification and defense obligation shall survive the expiration or termination of this Agreement.

PROFESSIONAL SERVICES AGREEMENT – Page 4 of 14

4.5 MAINTENANCE/INSPECTION OF RECORDS. The Consultant shall

maintain all books, records, documents, and other evidence pertaining to the costs and expenses allowable under this Agreement in accordance with generally accepted accounting practices. All such books and records required to be maintained by this Agreement shall be subject to inspection and audit by representatives of the City and/or the Washington State Auditor at all reasonable times, and the Consultant shall afford the proper facilities for such inspection and audit.

Representatives of the City and/or the Washington State Auditor may copy such books, accounts, and records where necessary to conduct or document an audit. The Consultant shall preserve and make available all such books of account and records for a period of three (3) years after final payment under this Agreement. In the event that any audit or inspection identifies any discrepancy in such financial records, the Consultant shall provide the City with appropriate clarification and/or financial adjustments within thirty (30) calendar days of notification of the discrepancy.

4.6 INDEMNITY.

a. Indemnification and Hold Harmless. The Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or resulting from the acts, errors, or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City.

b. 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 Consultant and the City, its officers, officials, employees, and volunteers, the Consultant’s liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant’s negligence.

c. The provisions of this Section 4.6 shall survive the expiration or termination of this Agreement.

d. The Consultant hereby knowingly, intentionally, and voluntarily waives the immunity of the Industrial Insurance Act, Title 51 RCW, solely for the purposes of the indemnity contained in subpart “a” of this Section 4.6. This waiver has been mutually negotiated by the parties.

______ (City Initials) ______ (Contractor Initials)

4.7 INSURANCE.

a. Insurance Term. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the Services

PROFESSIONAL SERVICES AGREEMENT – Page 5 of 14 hereunder by the Consultant, its agents, representatives, or employees.

b. No Limitation. Consultant’s maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City’s recourse to any remedy available at law or in equity.

c. Minimum Scope of Insurance. Consultant shall obtain insurance of the types and coverage described below:

(1) Automobile Liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage.

(2) Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant’s Commercial General Liability insurance policy with respect to the Services performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26.

(3) Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington.

(4) Professional Liability insurance appropriate to the Consultant’s profession.

d. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits:

(1) Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident.

(2) Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate.

(3) Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit.

e. Other Insurance Provision. The Consultant’s Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it.

PROFESSIONAL SERVICES AGREEMENT – Page 6 of 14

f. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.

g. Verification of Coverage. The Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the Services.

h. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation within two business days of the Consultant’s receipt of such notice.

i. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five (5) business days notice to the Consultant to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City.

j. Insurance to be Occurrence Basis. Unless approved by the City all insurance policies shall be written on an “Occurrence” policy as opposed to a “Claims-made” policy. The City may require an extended reporting endorsement on any approved “Claims-made” policy. Professional liability insurance may be written on a “Claims-made” basis if it is maintained for a period of three (3) years following completion of the services.

k. City Full Availability of Consultant Limits. If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant.

4.8 LEGAL RELATIONS. The Consultant shall comply with all federal, state, and local laws, regulations, and ordinances applicable to the Services to be performed under this Agreement. The Consultant represents that it and all employees assigned to perform any of the Services under this Agreement are in full compliance with the statutes of the State of Washington governing the Services and that all personnel to be assigned to the Services are fully qualified and properly licensed to perform the work to which they will be assigned.

PROFESSIONAL SERVICES AGREEMENT – Page 7 of 14

4.9 INDEPENDENT CONTRACTOR.

a. The Consultant and the City understand and expressly agree that the Consultant is an independent contractor in the performance of each and every part of this Agreement. The Consultant expressly represents, warrants, and agrees that the Consultant’s status as an independent contractor in the performance of the Services required under this Agreement is consistent with and meets the six-part independent contractor test set forth in RCW 51.08.195 or as hereafter amended. The Consultant, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the Services required under this Agreement. The Consultant shall not make a claim of City employment and shall not claim any related employment benefits, social security, and/or retirement benefits.

b. The Consultant shall be solely responsible for paying all taxes, deductions, and assessments, including but not limited to federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement.

In the event the City is assessed a tax or assessment as a result of this Agreement, the Consultant shall pay the same before it becomes due.

c. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work to the Services that the Consultant performs under this Agreement.

d. Prior to commencement of Services, the Consultant shall obtain a business license from the City.

4.10 EMPLOYMENT.

a. The term “employee” or “employees” as used herein shall mean any officers, agents, or employee of the Consultant.

b. Any and all employees of the Consultant, while performing any Services under this Agreement, shall be considered employees of the Consultant only and not of the City. The Consultant shall be solely liable for: (1) and any and all claims that may or might arise under the Workman’s Compensation Act, Title 51 RCW, on behalf of any said employees while performing any Services under this Agreement, and (2) any and all claims made by any third party as a consequence of any negligent act or omission on the part of the Consultant or its employees while performing any Services under this Agreement.

c. The Consultant represents, unless otherwise indicated below, that all employees of the Consultant that will perform any Services under this Agreement have never been retired from a Washington State retirement system, including but not limited to Teacher (TRS), School District (SERS), Public Employee (PERS), Public Safety (PSERS), PROFESSIONAL SERVICES AGREEMENT – Page 8 of 14 law enforcement and fire fighters (LEOFF), Washington State Patrol (WSPRS), Judicial Retirement System (JRS), or otherwise. (Please indicate No or Yes below.)

______ No, employees performing the Services have never been retired from a Washington state retirement system.

______ Yes, employees performing the Services have been retired from a Washington state retirement system.

In the event the Consultant checks “no”, but an employee in fact was a retiree of a Washington State retirement system, and because of the misrepresentation the City is required to defend a claim by the Washington State retirement system, or to make contributions for or on account of the employee, or reimbursement to the Washington State retirement system for benefits paid, the Consultant hereby agrees to save, indemnify, defend and hold the City harmless from and against all expenses and costs, including reasonable attorney fees incurred in defending the claim of the Washington State retirement system and from all contributions paid or required to be paid, and for all reimbursement required to the Washington State retirement system. In the event the Consultant checks “yes” and affirms that an employee providing work has ever retired from a Washington State retirement system, every said employee shall be identified by the Consultant and such retirees shall provide the City with all information required by the City to report the employment with Consultant to the Department of Retirement Services of the State of Washington.

4.11 NONASSIGNABLE. Except as provided in EXHIBIT B, the Services to be provided by the Consultant shall not be assigned or subcontracted without the express written consent of the City.

4.12 SUBCONTRACTORS AND SUBCONSULTANTS.

a. The Consultant is responsible for all work or services performed by subcontractors or subconsultants pursuant to the terms of this Agreement.

b. The Consultant must verify that any subcontractors or subconsultants the Consultant directly hires meet the responsibility criteria for the Services. Verification that a subcontractor or subconsultant has proper license and bonding, if required by statute, must be included in the verification process. If the parties anticipate the use of subcontractors or subconsultants, the subcontractors or subconsultants are set forth in

EXHIBIT B.

c. The Consultant may not substitute or add subcontractors or subconsultants without the written approval of the City.

PROFESSIONAL SERVICES AGREEMENT – Page 9 of 14

d. All subcontractors or subconsultants shall have the same insurance coverage and limits as set forth in this Agreement and the Consultant shall provide verification of said insurance coverage.

4.13 CONFLICTS OF INTEREST. The Consultant agrees to and shall notify the City of any potential conflicts of interest in Consultant’s client base and shall obtain written permission from the City prior to providing services to third parties when a conflict or potential conflict of interest exists. If the City determines in its sole discretion that a conflict is irreconcilable, the City reserves the right to terminate this Agreement.

4.14 CITY CONFIDENCES. The Consultant agrees to and will keep in strict confidence, and will not disclose, communicate, or advertise to third parties without specific prior written consent from the City in each instance, the confidences of the City or any information regarding the City or the Services provided to the City.

4.15 DISCRIMINATION PROHIBITED AND COMPLIANCE WITH EQUAL

OPPORTUNITY LEGISLATION. The Consultant agrees to comply with equal opportunity employment and not to discriminate against any client, employee, or applicant for employment or for services because of race, creed, color, religion, national origin, marital status, sex, sexual orientation, age, or handicap except for a bona fide occupational qualification with regard, but not limited to, the following: employment upgrading; demotion or transfer; recruitment or any recruitment advertising; layoff or terminations; rates of pay or other forms of compensation;

selection for training; or rendition of services. The Consultant further agrees to maintain (as appropriate) notices, posted in conspicuous places, setting forth its nondiscrimination obligations.

The Consultant understands and agrees that if it violates this nondiscrimination provision, this Agreement may be terminated by the City, and further that the Consultant will be barred from performing any services for the City now or in the future, unless a showing is made satisfactory to the City that discriminatory practices have been terminated and that recurrence of such action is unlikely.

4.16 UNFAIR EMPLOYMENT PRACTICES. During the performance of this Agreement, the Consultant agrees to comply with RCW 49.60.180, prohibiting unfair employment practices.

4.17 DEBARMENT. By signing this contract, Consultant certifies that it is not presently debarred or proposed for debarment, suspended, or otherwise excluded by any state or federal department or agency from participating in transactions. Consultant agrees to refrain from hiring any subcontractor or employee who is debarred, proposed for debarment, suspended, or otherwise excluded by a state or federal department or agency from participating in transactions. Consultant must immediately notify the City if it or any subconsultant or employee is proposed for debarment or is debarred during the term of this Contract. The City may terminate

PROFESSIONAL SERVICES AGREEMENT – Page 10 of 14 this Contract if the Consultant, a subconsultant, or employee is debarred, proposed for debarment, suspended, or otherwise excluded by a state or federal department or agency from participating in transactions.

5. CITY APPROVAL REQUIRED. Notwithstanding the Consultant’s status as an independent contractor, the Services performed pursuant to this Agreement must meet the approval of the City, which shall not be unreasonably withheld if the Services have been completed in compliance with the Scope of Services and City requirements.

6. GENERAL TERMS.

6.1 NOTICES. Receipt of any notice shall be deemed effective three (3) calendar days after deposit of written notice in the U.S. mail with proper postage and address.

Notices to the City shall be sent to the following address:

CITY OF MARYSVILLE

[Contact Name] [Address] [Address]

Notices to the Consultant shall be sent to the following address:

[ENTER CONSULTANT]

[Contact Name] [Address] [Address]

6.2 TERMINATION. The City may terminate this Agreement in whole or in part at any time by sending written notice to the Consultant. As per Section 6.1, the Consultant is deemed to have received the termination notice three (3) calendar days after deposit of the termination notice in the U.S. mail with proper postage and address. The termination notice is deemed effective seven (7) calendar days after it is deemed received by the Consultant.

If this Agreement is terminated by the City for its convenience, the City shall pay the Consultant for satisfactory Services performed through the date on which the termination is deemed effective in accordance with payment provisions of Section 3, unless otherwise specified in the termination notice. If the termination notice provides that the Consultant will not be compensated for Services performed after the termination notice is received, the City will have the discretion to reject payment for any Services performed after the date the termination notice is deemed received.

6.3 DISPUTES. The parties agree that, following reasonable attempts at negotiation and compromise, any unresolved dispute arising under this Agreement may be resolved by a

PROFESSIONAL SERVICES AGREEMENT – Page 11 of 14 mutually agreed-upon alternative dispute resolution of arbitration or mediation.

6.4 EXTENT OF AGREEMENT/MODIFICATION. This Agreement, together with exhibits, attachments, and addenda, represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended, modified, or added to only by a written supplemental amendment properly signed by both parties.

6.5 SEVERABILITY.

a. If a court of competent jurisdiction holds any part, term, or provision of this Agreement to be illegal or invalid, in whole or in part, the validity of the remaining parts, terms, or provisions shall not be affected, and the parties’ rights and obligations shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid.

b. If any part, term, or provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that part, term, or provision shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision.

6.6 NONWAIVER. A waiver by either party of a breach by the other party of any covenant or condition of this Agreement 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 Agreement, 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.

6.7 FAIR MEANING. The terms of this Agreement shall be given their fair meaning and shall not be construed in favor of or against either party hereto because of authorship. This Agreement shall be deemed to have been drafted by both of the parties.

6.8 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

6.9 VENUE. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Snohomish County, Washington.

6.10 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement.

PROFESSIONAL SERVICES AGREEMENT – Page 12 of 14

6.11 AUTHORITY TO BIND PARTIES AND ENTER INTO AGREEMENT. The

undersigned represent that they have full authority to enter into this Agreement and to bind the parties for and on behalf of the legal entities set forth herein.

DATED ________________________________

CITY OF MARYSVILLE

By ______________________________ Jon Nehring, Mayor

DATED ________________________________

CONSULTANT

By _________________________________ __________________________(Name) Its: ______________________(Title)

ATTEST/AUTHENTICATED:

Chari Taber, Deputy City Clerk

Approved as to form:

Jon Walker, City Attorney

EXHIBIT A

Scope of Services

EXHIBIT B

Subcontractors/Subconsultants

Below is a list of approved subcontractors/subconsultants. If left blank, there are no approved subcontractors or subconsultants.