City of Marysville Request for Qualifications

RFQu No. 2026-018

Request for Qualifications

Ingraham Blvd & 84th Street NE Pavement Preservation

Procurement and Contracts

501 Delta Avenue Marysville, WA 98270

(425) 363-8078

REQUEST FOR QUALIFICATIONS

RFQu No. 2026-018

INGRAHAM BLVD & 84TH STREET NE PAVEMENT PRESERVATION

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. OBJECTIVE

In the latter part of the fourth quarter of 2026, the City of Marysville intends to award a construction contract for the Ingraham Boulevard & 84th Street NE Pavement Preservation Project which proposes to rehabilitate a 1.5-mile segment of the Ingraham Boulevard and 84th Street NE corridor, an urban arterial from 67th Avenue NE in the west to State Route 9 in the east.

The City has identified a need for construction management support for this project. As described in more detail below, the City is requesting statements of qualifications from firms providing owner’s representation and construction management services and with experience managing federally funded pavement preservation projects. It is the City’s intent to enter into a single professional services agreement with one firm that will be capable of providing, along with sub-consultants, comprehensive construction management (CM) and inspection services for the project.

C. SCHEDULE

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

October 12, 2026 Release of Request for Statement of Qualifications

October 25, 2026, by 11:59 P.M. Last day for Questions

November 4, 2026, no later than 11:59 P.M.

Submittals Due - e-mailed to: tbauccioteschlog@marysvillewa.gov Or Upload responses to:

http://docs.marysvillewa.gov/htcomnet/public/?folder=55e4ef8e

November 18, 2026 Interviews of shortlisted firms between 9:00 A.M to 12:00 P.M.

November 19, 2026 Selection of preferred construction professional

January, 2027 Contract begins

May, 2027 Contract completion mailto:tbauccioteschlog@marysvillewa.gov mailto:tbauccioteschlog@marysvillewa.gov http://docs.marysvillewa.gov/htcomnet/public/?folder=55e4ef8e

SECTION ONE

PROPOSED PROJECT

1.1 CONSTRUCTION PROJECT OVERVIEW

The Ingraham Boulevard & 84th Street NE Pavement Preservation Project will focus primarily on a full-width grind and overlay, along with select areas of full-depth pavement repair as appropriate. Additionally, the scope includes curb ramp upgrades to ADA standards. The existing roadway, which is posted at 35mph and ranges in width from 28 feet to 52 feet, is exhibiting longitudinal cracking, block cracking, spalling, and general surface wear. Average daily traffic along the corridor is approximately 9,400 vehicles per day including 29 bus trips per day.

The City estimates that the construction project will begin in January 2027 with contract completion in May 2027.

1.2 ESTIMATED CONSTRUCTION COST AND FUNDING

The estimated construction cost is $3.264 Million. Additionally, this project is being funded through a Federal grant under the FHWA National Highway System (NHS) Asset Management Program. As such, all services sought under this procurement, and all work administered during the ensuing construction phase, must be delivered in accordance with Federal requirements. This shall include Federal Equal Employment Opportunity (EEO) requirements, and it should be noted that the FSBE goal for professional services provided under this contract has been established at 0%. However, In the absence of a mandatory goal, this project is subject to a voluntary but strongly encouraged ten percent (10%) Small Business Enterprise (SBE) goal.

1.3 SCOPE OF SERVICES

The City’s Project Manager will work collaboratively with the consultant’s construction management team to maintain day-to-day communication with, and oversight of the city’s awarded general contractor. In general terms, the consultant will be responsible for providing

1. a commensurate level of on-site inspection services to match the nature and scope of the project;

2. document controls to ensure that project documentation complies with industry standard norms for

Federally-funded projects; and

3. as-needed materials sampling and testing services.

The construction inspector will be the “eyes and ears” of the City during construction, and will promote safe, efficient completion of the work in accordance with the contract documents.

Specific duties of the CM team are expected to consist of the following:

A. Construction Contract Administration

1. Attending and assisting with facilitation of the pre-con meeting;

2. Maintaining daily reports, field note records, and force account sheets;

3. Assisting in the review of non-technical submittals and Requests for Information (RFI’s);

4. Maintaining electronic logs to track and monitor the status of RFI’s and submittals;

5. Partnering proactively with the Contractor to identify potential risks and issues;

6. Resolving challenges arising from unforeseen conditions, constructability issues, and potential design irregularities;

7. Assisting in the evaluation of contractor claims, to assess entitlement;

8. Developing recommendations to the City for managing risk, mitigating change as it arises;

9. Assessing progress, coordinating with the Contractor during daily and weekly meetings;

10. Inspecting work to verify conformity with contract plans and specifications;

11. Assuring materials to be utilized on the project are sampled, tested, and documented in accordance with contract requirements, as identified within the Record of Materials (ROM);

12. Implementing document controls to ensure that all required documentation is properly received, filed, tracked, and as necessary routed;

13. Exercising dispute resolution and avoidance, maintaining rapport with Contractor;

14. Coordinating with City staff to provide progress updates, to communicate issues, and to convey news of noteworthy project developments;

15. Monitoring to ensure that traffic control is implemented in accordance with approved plans, and that other impacts arising from the project are properly managed.

Project Closeout

Services initiated upon notice that the work is substantially complete, consisting of a detailed inspection for conformity of the work to the contract documents, issuance of certificate of substantial completion, issuance of a list of remaining work required (punch list), final inspections, receipt and transmittal of warranties, affidavits, receipts, releases and waivers of lien or bonds, permits, and issuance of final certificate for payment.

Record Documents (As-Builts) periodically monitor and review the contractor's marked-up field records. Supply the record documents to the City at Project Completion.

1.4 CONDITIONS OF THE AGREEMENT

• The form of contract used for this project is the Local Agency A & E Professional Services Negotiated Hourly Rate Consultant Agreement.

• The Services Agreement is included in Appendix A.

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) – Ingraham Blvd & 84th Street NE Pavement Preservation SOQ - 2026-018”

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.

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.

2.10 AMERICANS WITH DISABILITIES ACT (ADA) INFORMATION

The City of Marysville, in accordance with Section 504 of the Rehabilitation Act (Section 504) and the Americans with Disabilities Act (ADA), commits to nondiscrimination on the basis of disability, in all of its programs and activities. This material can be made available in an alternate format by emailing or calling the Request for Qualifications (RFQu) Coordinator listed in Section 3.1.

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

2.11 TITLE VI STATEMENT

The City of Marysville, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

SECTION THREE

STATEMENT OF QUALIFICATIONS

SUBMITTAL REQUIREMENTS AND EVALUATION

3.1 SUBMITTAL INFORMATION

The statements of qualifications must be limited to sixteen (16) single-sided pages or eight (8) 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 key personnel assigned to the contract.

• The front and back cover as well as divider pages are not considered a page.

• 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 ten 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 and number the pages.

• It is recommended to re-type the heading, question identifier and question. Then answer the questions and provide them in the same order requested below while emphasizing in the narrative any areas of their proposal that they believe exceed the city’s requirements.

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

Firm and Team Experience:

a) Provide a cover letter describing your firm's experience providing construction management and owner’s representative services for federally funded roadway improvement projects, specifically discuss your firm’s familiarity with WSDOT/FHWA standards and Small Business Enterprise (SBE) approach and commitment, emphasizing any specific pavement preservation experience. Include the number of years in business and relevant past achievements.

b) Provide examples of the firm’s experience maintaining daily reports, field notes, force account sheets, and electronic documentation on similar projects.

c) Describe your team’s experience reviewing non-technical submittals and RFI management, including maintaining electronic logs for tracking.

d) Provide examples of past performance that demonstrate your ability to identify risks early and partner with contractors proactively to resolve issues.

e) Describe your experience evaluating contractor claims, including methodologies used to assess entitlement.

Key Personnel Qualifications:

f) Identify the proposed Project Manager and summarize their years of experience, tenure with the firm, licensing, and specific experience with CM for pavement preservation.

g) Provide at least three major projects the proposed Project Manager has led, including roles, responsibilities, schedule control, and outcomes related to:

• resolving unforeseen conditions

• overseeing testing and sampling

• coordinating with Owner representatives

h) Provide qualifications and roles of key team members responsible for:

• field inspection

• materials sampling and testing

• document control

• dispute resolution

2. APPROACH & CAPABILITY

Project Approach and Understanding

a) Describe your approach to managing relationships with and addressing concerns raised by neighbors and others who may be impacted by the work, including any anecdotal examples you may have from past projects.

b) Explain your firm’s methodology for daily and weekly coordination meetings with contractors, including communication practices and issue tracking.

c) Describe your firm’s approach to risk identification and mitigation throughout construction and how recommendations are communicated to the City.

d) What risks or potential pitfalls do you foresee with this project?

e) How does your firm ensure contractor compliance with plans, specifications, ADA standards, and materials documentation requirements, including ROM tracking?

Capability to Deliver Services

f) What systems or tools does your firm use for:

• maintaining electronic logs of RFIs and submittals

• document control and routing

• daily construction reporting

g) Describe the firm’s availability and capacity to complete work within the stated schedule, including potential conflicts with other current or upcoming obligations.

h) Describe your typical process for traffic control monitoring, including methods to ensure compliance with approved plans and safe conditions for the traveling public.

Problem-Solving and Quality Assurance

i) Describe how your team handles unforeseen field conditions, constructability issues, or design irregularities. Provide examples of similar challenges and resolutions.

j) Explain your approach to dispute avoidance, maintaining rapport with contractors, and escalating issues when required.

3. PERFORMANCE

a) Submit no more than five (5) completed relevant project experiences within the past ten 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:

• documentation management such as daily reports, ROM compliance, RFI logs.

• inspection quality and adherence to specifications

• traffic control oversight

• coordination with city or agency personnel

• Describe how the team managed challenges such as unforeseen conditions or contractor claims.

• Include any measurable performance outcomes such as schedule adherence, cost control, and dispute resolution success.

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

Oral Interview: Subsequent to the city’s review of written submittals, the city may conduct interviews. If the city elects to do this, identical questions will be prepared and distributed to each team to be interviewed, as well as questions that are customized for each consultant team. Additional questions both for and to the team may be addressed during oral interviews. Each team’s demonstrated experience, qualifications, completeness, clarity, and professionalism, as demonstrated through its oral presentation and answers to questions, will be used in ranking teams in order of preference.

REQUEST FOR QUALIFICATIONS

RFQu No. 2026-018

INGRAHAM BLVD & 84TH STREET NE PAVEMENT PRESERVATION

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.

APPENDIX A

SERVICES AGREEMENT

Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 1 of 14

Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement

Agreement Number:

Firm/Organization Legal Name (do not use dba’s):

Address Federal Aid Number

UBI Number Federal TIN

Execution Date Completion Date

1099 Form Required

Yes No

Federal Participation

Yes No Project Title

Description of Work

Yes No DBE Participation Yes No MBE Participation Yes No WBE Participation Yes No SBE Participation

Maximum Amount Payable:

Index of Exhibits Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J

Scope of Work DBE Participation Preparation and Delivery of Electronic Engineering and Other Data Prime Consultant Cost Computations Sub-consultant Cost Computations Title VI Assurances Certification Documents Liability Insurance Increase Alleged Consultant Design Error Procedures Consultant Claim Procedures

Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 2 of 14

THIS AGREEMENT, made and entered into as shown in the “Execution Date” box on page one (1) of this AGREEMENT, between the _________________________________________________________________, hereinafter called the “AGENCY,” and the “Firm / Organization Name” referenced on page one (1) of this AGREEMENT, hereinafter called the “CONSULTANT.”

WHEREAS, the AGENCY desires to accomplish the work referenced in “Description of Work” on page one (1) of this AGREEMENT and hereafter called the “SERVICES;” and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the

AGENCY.

NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows:

I. General Description of Work The work under this AGREEMENT shall consist of the above-described SERVICES as herein defined, and necessary to accomplish the completed work for this project. The CONSULTANT shall furnish all services, labor, and related equipment and, if applicable, sub-consultants and subcontractors necessary to conduct and complete the SERVICES as designated elsewhere in this AGREEMENT.

II. General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit “A” attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies.

III. General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress, and presentation meetings with the AGENCY and/or such State, Federal, Community, City, or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days’ notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit “A.”

The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the SERVICES in sufficient detail so that the progress of the SERVICES can easily be evaluated.

The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations, and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington.

Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 3 of 14

Participation for Disadvantaged Business Enterprises (DBE) or Small Business Enterprises (SBE), if required, per 49 CFR Part 26, shall be shown on the heading of this AGREEMENT. If DBE firms are utilized at the commencement of this AGREEMENT, the amounts authorized to each firm and their certification number will be shown on Exhibit “B” attached hereto and by this reference made part of this AGREEMENT. If the Prime CONSULTANT is, a DBE certified firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY’s “DBE Program Participation Plan” and perform a minimum of 30% of the total amount of this AGREEMENT. It is recommended, but not required, that non-DBE Prime CONSULTANTS perform a minimum of 30% of the total amount of this AGREEMENT.

In the absence of a mandatory DBE goal, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall develop a SBE Participation Plan prior to commencing work.

Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not.

The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms (including Prime) involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation.

All Reports, PS&E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned.

All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit “C

– Preparation and Delivery of Electronic Engineering and other Data.”

All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for these SERVICES, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring, as a part of this SERVICE, shall be without liability or legal exposure to the CONSULTANT.

Any and all notices or requests required under this AGREEMENT shall be made in writing and sent to the other party by (i) certified mail, return receipt requested, or (ii) by email or facsimile, to the address set forth below:

If to AGENCY: If to CONSULTANT:

Name: Name:

Agency: Agency:

Address: Address:

City: State: Zip: City: State: Zip:

Email: Email:

Phone: Phone:

Facsimile: Facsimile:

IV. Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall conform to the criteria agreed upon detailed in the AGREEMENT documents. These SERVICES must be completed by the date shown in the heading of this AGREEMENT titled “Completion Date.”

The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD, governmental actions, or other conditions beyond the control of the CONSULTANT. A prior supplemental AGREEMENT issued by the AGENCY is required to extend the established completion time.

Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 4 of 14

V. Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed SERVICES rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for SERVICES performed or SERVICES rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete SERVICES. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov).

A. Hourly Rates: Hourly rates are comprised of the following elements - Direct (Raw) Labor, Indirect Cost Rate, and Fee (Profit). The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibits “D” and “E” attached hereto and by reference made part of this AGREEMENT. These negotiated hourly rates will be accepted based on a review of the CONSULTANT’s direct labor rates and indirect cost rate computations and agreed upon fee. The accepted negotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. The initially accepted negotiated rates shall be applicable from the approval date, as memorialized in a final written acknowledgment, to 180 days following the CONSULTANT’s fiscal year end (FYE) date.

The direct (raw) labor rates and classifications, as shown on Exhibits “D” and “E” shall be subject to renegotiations for each subsequent twelve (12) month period (180 days following FYE date to 180 days following FYE date) upon written request of the CONSULTANT or the AGENCY. The written request must be made to the other party within ninety (90) days following the CONSULTANT’s FYE date. If no such written request is made, the current direct (raw) labor rates and classifications as shown on Exhibits “D” and “E” will remain in effect for the twelve (12) month period.

Conversely, if a timely request is made in the manner set forth above, the parties will commence negotiations to determine the new direct (raw) labor rates and classifications that will be applicable for the twelve (12 month period. Any agreed to renegotiated rates shall be memorialized in a final written acknowledgment between the parties. Such final written acknowledgment shall be incorporated into, and become a part of, this AGREEMENT. If requested, the CONSULTANT shall provide current payroll register and classifications to aid in negotiations. If the parties cannot reach an agreement on the direct (raw) labor rates and classifications, the AGENCY shall perform an audit of the CONSULTANT’s books and records to determine the CONSULTANT’s actual costs. The audit findings will establish the direct (raw) labor rates and classifications that will applicable for the twelve (12) month period.

The fee as identified in Exhibits “D” and “E” shall represent a value to be applied throughout the life of the

AGREEMENT.

The CONSULTANT shall submit annually to the AGENCY an updated indirect cost rate within 180 days of the close of its fiscal year. An approved updated indirect cost rate shall be included in the current fiscal year rate under this AGREEMENT, even if/when other components of the hourly rate are not renegotiated. These rates will be applicable for the twelve (12) month period. At the AGENCY’s option, a provisional and/or conditional indirect cost rate may be negotiated. This provisional or conditional indirect rate shall remain in effect until the updated indirect cost rate is completed and approved. Indirect cost rate costs incurred during the provisional or conditional period will not be adjusted. The CONSULTANT may request an extension of the last approved indirect cost rate for the twelve (12) month period. These requests for provisional indirect cost rate and/or extension will be considered on a case-by-case basis, and if granted, will be memorialized in a final written acknowledgment.

The CONSULTANT shall maintain and have accessible support data for verification of the components of the hourly rates, i.e., direct (raw) labor, indirect cost rate, and fee (profit) percentage. The CONSULTANT shall bill each employee’s actual classification, and actual salary plus indirect cost rate plus fee.

http://www.ecfr.gov/

Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 5 of 14

A. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the actual cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges, and fees of sub-consultants. Air or train travel will be reimbursed only to lowest price available, unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the WSDOT’s Accounting Manual M 13-82, Chapter 10 – Travel Rules and Procedures, and all revisions thereto. Air, train, and rental card costs shall be reimbursed in accordance with 48 Code of Federal Regulations (CFR) Part 31.205-46 “Travel Costs.” The billing for Direct Non-salary Costs shall include an itemized listing of the charges directly identifiable with these SERVICES. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the STATE upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT.

B. Maximum Amount Payable: The Maximum Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT on page one (1.) The Maximum Amount Payable does not include payment for extra work as stipulated in section XIII, “Extra Work.” No minimum amount payable is guaranteed under this AGREEMENT.

C. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. Detailed statements shall support the monthly billings for hours expended at the rates established in Exhibit “D,” including names and classifications of all employees, and billings for all direct non-salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT’s employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the SERVICES at the time of the interview.

D. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the SERVICES under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data, and other related documents, which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims.

The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) calendar days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. Per WSDOT’s “Audit Guide for Consultants,” Chapter 23 “Resolution Procedures,” the CONSULTANT has twenty (20) working days after receipt of the final Post Audit to begin the appeal process to the AGENCY for audit findings E. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT’s Internal Audit Office and /or at the request of the AGENCY’s Project Manager.

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VI. Sub-Contracting The AGENCY permits subcontracts for those items of SERVICES as shown in Exhibit “A” attached hereto and by this reference made part of this AGREEMENT.

The CONSULTANT shall not subcontract for the performance of any SERVICE under this AGREEMENT without prior written permission of the AGENCY. No permission for subcontracting shall create, between the AGENCY and sub-consultant, any contract or any other relationship.

Compensation for this sub-consultant SERVICES shall be based on the cost factors shown on Exhibit “E” attached hereto and by this reference made part of this AGREEMENT.

The SERVICES of the sub-consultant shall not exceed its maximum amount payable identified in each sub consultant cost estimate unless a prior written approval has been issued by the AGENCY.

All reimbursable direct labor, indirect cost rate, direct non-salary costs and fee costs for the sub-consultant shall be negotiated and substantiated in accordance with section V “Payment Provisions” herein and shall be memorialized in a final written acknowledgment between the parties

All subcontracts shall contain all applicable provisions of this AGREEMENT, and the CONSULTANT shall require each sub-consultant or subcontractor, of any tier, to abide by the terms and conditions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the STATE’s Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011.

The CONSULTANT, sub-recipient, or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this AGREEMENT. The CONSULTANT shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the recipient deems appropriate.

VII. Employment and Organizational Conflict of Interest The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this agreement. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from this AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.

Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen’s Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a third party as a consequence of any act or omission on the part of the CONSULTANT’s employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT.

The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of this AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period of this AGREEMENT, in the employ of the United States Department of Transportation or the AGENCY, except regularly retired employees, without written consent of the public employer of such person if he/she will be working on this AGREEMENT for the CONSULTANT.

Agreement Number:

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VIII. Nondiscrimination During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, sub-consultants, subcontractors and successors in interest, agrees to comply with the following laws and regulations:

• Title VI of the Civil Rights Act of 1964 (42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d-4a)

• Federal-aid Highway Act of 1973 (23 U.S.C. Chapter 3 § 324)

• Rehabilitation Act of 1973 (29 U.S.C. Chapter 16 Subchapter V § 794)

• Age Discrimination Act of 1975 (42 U.S.C. Chapter 76 § 6101 et. seq.)

• Civil Rights Restoration Act of 1987 (Public Law 100-259)

• American with Disabilities Act of 1990 (42 U.S.C. Chapter 126 § 12101 et. seq.)

• 23 CFR Part 200

• 49 CFR Part 21

• 49 CFR Part 26

• RCW 49.60.180

In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit “F” attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit “F” in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto.

IX. Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time with or without cause upon ten (10) days written notice to the CONSULTANT.

In the event this AGREEMENT is terminated by the AGENCY, other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT, plus any direct non-salary costs incurred up to the time of termination of this

AGREEMENT.

No payment shall be made for any SERVICES completed after ten (10) days following receipt by the CONSULTANT of the notice to terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth in paragraph two

(2) of this section, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid.

If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply.

In the event of a termination for default, the amount to be paid to the CONSULTANT shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing SERVICES to the date of termination, the amount of SERVICES originally required which was satisfactorily completed to date of termination, whether that SERVICE is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the SERVICES required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the SERVICES performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth in paragraph two (2) of this section.

If it is determined for any reason, that the CONSULTANT was not in default or that the CONSULTANT’s failure to perform is without the CONSULTANT’s or its employee’s fault or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously.

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The CONSULTANT shall, within 15 days, notify the AGENCY in writing, in the event of the death of any member, partner, or officer of the CONSULTANT or the death or change of any of the CONSULTANT’s supervisory and/or other key personnel assigned to the project or disaffiliation of any principally involved CONSULTANT employee.

The CONSULTANT shall also notify the AGENCY, in writing, in the event of the sale or transfer of 50% or more of the beneficial ownership of the CONSULTANT within 15 days of such sale or transfer occurring. The CONSULTANT shall continue to be obligated to complete the SERVICES under the terms of this AGREEMENT unless the AGENCY chooses to terminate this AGREEMENT for convenience or chooses to renegotiate any term(s) of this AGREEMENT. If termination for convenience occurs, final payment will be made to the CONSULTANT as set forth in the second and third paragraphs of this section.

Payment for any part of the SERVICES by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform SERVICES required of it by the AGENCY.

Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT.

X. Changes of Work The CONSULTANT shall make such changes and revisions in the completed work of this AGREEMENT as necessary to correct errors appearing therein, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed SERVICES or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under section XIII “Extra Work.”

XI. Disputes Any disputed issue not resolved pursuant to the terms of this AGREEMENT shall be submitted in writing within 10 days to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer’s decision, that decision shall be subject to judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit “J”. In the event that either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this AGREEMENT, this action shall be initiated in the Superior Court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior Court of the State of Washington, situated in the county in which the AGENCY is located.

XII. Legal Relations The CONSULTANT, any sub-consultants, and the AGENCY shall comply with all Federal, State, and local laws, rules, codes, regulations and all AGENCY policies and directives, applicable to the work to be performed under this AGREEMENT. This AGREEMENT shall be interpreted and construed in accordance with the laws of the State of Washington.

The CONSULTANT shall defend, indemnify, and hold the State of Washington (STATE) and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the negligence of, or the breach of any obligation under this AGREEMENT by, the CONSULTANT or the CONSULTANT’s agents, employees, sub consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable; provided that nothing herein shall require a CONSULTANT

Negotiated Hourly Rate Consultant Agreement Revised 07/30/2022 Page 9 of 14 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tie , or any other persons for whom the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any…