6-RFQ - GHT-2025-006.pdf

Grants, Planning, & Procurement Office

Abby Wheeler: awheeler@ghtransit.com

Ethan Fogg: efogg@ghtransit.com

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REQUEST FOR STATEMENT OF QUALIFICATIONS

RFQ #: GHT-2025-006

Project Title: Hoquiam, WA In-Ground Hoists Replacement

Delivery Method: Vendor-designed specialty equipment and installation with owner-procured enabling construction (demo and prep) designed by A&E.

Background Grays Harbor Transportation Authority (GHTA) is seeking Statements of Qualifications (SOQs) from qualified Architectural and Engineering (A&E) firms (Proposers) to provide professional services to support the design and installation of two new in-ground hoists at the Hoquiam Maintenance and Operations Facility (705 30th Street, Hoquiam, WA 98550).

The Selected Firm will produce the site assessment, geotechnical coordination (if needed), engineering design, environmental compliance (if needed), preparation for construction documents, permitting assistance, and construction support for the specialty equipment vendor installer. This project requires coordination between multiple parties including GHTA, the vendor/installer and the contractor.

Grays Harbor Transit (GHTA) operates its primary vehicle maintenance activities at the Hoquiam Maintenance and Operations Facility, which supports daily servicing, inspection, and repair of the agency’s fleet. The facility currently utilizes two in-ground vehicle hoists that have reached the end of their useful service life. These hoists lift the buses to complete routine maintenance, heavy repair work, and safety-critical undercarriage inspections.

To maintain operational reliability, safety, and regulatory compliance, GHTA intends to replace the two existing in-ground hoists with two modern, code-compliant in-ground lift systems. Preliminary geotechnical information and past construction history indicate that soil conditions at the Hoquiam site may require environmental remediation and structural pilings to properly support the hoists and associated foundations. As such, specialized architectural and engineering (A&E) services are necessary to evaluate site conditions, confirm design parameters, prepare construction documents, and provide construction support to GHTA.

The selected consultant will work closely with GHTA to ensure that the hoist replacement project is delivered safely, efficiently, and in accordance with all applicable federal, state, and local regulations.

mailto:awheeler@ghtransit.com mailto:efogg@ghtransit.com

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OMWBE Participation GHTA encourages participation in Office of Minority and Women’s Enterprise (OMWBE) in accordance with RCW 39.19. While no specific goal is set for this contract, GHTA encourages proposers to make good-faith efforts to include OMWBE firms in their teams and report participation quarterly.

Funding Source The overall project is funded through a combination of local and state sources. Local funds will cover the A&E portion of the project, while equipment, installation, and construction will be funded by both state and local contributions.

Period of Performance The entire project must be completed, and final invoices be paid by May 30, 2027.

Scope of Work Task 1 – Project Kickoff and Site Investigation

• Conduct a kickoff meeting with GHT staff to confirm project goals, schedule, constraints, and communication protocols.

• Perform a detailed site visit to evaluate existing hoist pits, foundations, utilities, and spatial constraints.

• Review available drawings, geotechnical reports, and past facility construction information.

• Determine whether additional geotechnical exploration is required.

Deliverable: Meeting notes and action items, site investigation report.

Task 2 – Environmental Compliance Support (SEPA)

• Evaluate the project to determine if state environmental documentation is required.

• Prepare draft and final SEPA Categorical Exclusion (CE) documentation if applicable.

Deliverable: Draft and Final SEPA CE or exemption documentation (if required).

Task 3 – Basis of Design (BOD)/Enabling Work Concept

• Develop a BOD package that can be updated when vendor requirements are finalized:

Deliverable: Preliminary demolition limits, concept electrical sing-line updates and load assumptions, concept structural approach (pads/pits/anchors), sequencing and downtime constraints, ROM cost and schedule implications.

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Task 4 - Engineering Design and Technical Specifications

• Prepare 30 percent, 60 percent, 90 percent, and final design drawings.

• Develop technical specifications including structural requirements and coordination with hoist manufacturers.

• Participate in coordination meetings with owner and vendor/installer.

Deliverable: Preliminary Design Package (30-90%) and final stamped construction drawings and specifications.

Task 4 – Permitting and Agency Coordination

• Identify required permits and prepare all necessary submittal materials.

• Coordinate with applicable reviewing agencies and respond to comments.

Deliverable: Permit application packages, written responses to agency comments.

Task 5 – Bid Assistance and Procurement Support

• Prepare bid-ready plans and specifications.

• Provide responses to contractor questions during the bidding period.

• Develop addenda if needed.

Deliverable: Bid ready construction documents, engineer’s estimate for construction, addenda and clarifications if applicable. l

Task 6 – Construction Phase Support

• Participate in the pre-construction meeting and provide technical guidance throughout installation.

• Review contractor submittals, shop drawings, and Requests for Information (RFIs).

Deliverable: Submittal and RFI logs with responses, punch list and final acceptance recommendations.

Task 7 – Project Closeout

• Prepare as-built drawings based on contractor redlines and verified field conditions.

• Develop a final project closeout summary

Deliverable: Final as-built drawings, project closeout summary.

Evaluation Requirements Interested firms must submit a Statement of Qualifications (SOQ) that addresses the following evaluation topics that will be scored to determine the top-ranking firms that may be invited to attend an oral interview:

1. Firm’s Experience and Past Performance (25 points) – Demonstrated experience providing architectural and engineering design services for comparable technology or infrastructure projects. Includes prior work with transit, public sector, or facilities

4 | P a g e with multi-site coordination. Evaluation will consider quality of past deliverables, schedule adherence, and client satisfaction.

2. Key Personnel Qualifications (20 points) – Experience, education, and professional credentials of the proposed Project Manager, Electrical Engineer, and other key technical staff. Emphasis on demonstrated leadership in a similar design or design-assist security projects.

3. Vendor-Designed Delivery and Facility Upgrades (20 points) – Experience with vendor-designed delivery, collaboration with equipment vendors, and facility upgrades.

4. Project Approach and Understanding (15 points) – Clarity and completeness of the firm’s approach to project execution, including the methodology for coordination with the vendor-designed installations and quality control.

5. Subconsultant and Team Composition (10 points) – Qualifications and experience the proposed Subconsultant(s) (e.g. environmental and facility upgrades). Evaluation will consider relevance, integration of disciplines, and team management.

6. Capacity and Availability (5 points) – Firm’s current workload, resource availability, and ability to initiate and complete work within GHTA’s anticipated schedule.

7. Reference and Past Client Feedback (5 points) – Quality of references from comparable projects within the last 5 years. Consideration of responsiveness, communication, and adherence to budget and scope.

Selection Process This procurement will follow a qualifications-based selection process (QBS) per RCW 39.80, meaning that selection will be based solely on the firm's qualifications, experience, and ability to perform the requested work. Negotiations for the final scope of work and price agreement will commence with the most qualified firm. If the parties cannot settle on an agreement, negotiations will terminate and move onto the next most qualified firm.

Once negotiations are terminated with one firm they will not be able to resume at a later time.

• Step 1: Review of SOQs – GHTA will evaluate SOQs based on the above-listed criteria. There is a total of 100 points available.

• Step 2: Selection of the Most Qualified Firm(s) - The most qualified firm(s), based on the highest assigned points, will be selected based on qualifications, experience, and understanding of project requirements.

• Step 3: Oral Interview (Optional)

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• Step 3: Price Negotiation – After selection, GHTA will negotiate a fair and reasonable price based on the defined scope of work. If an agreement cannot be reached, GHTA reserves the right to negotiate with the next most qualified firm.

Submission Instructions Proposer will submit their complete Proposal in the following manner:

A. Proposal Documents: Submit a Cover Letter and a Statement of Qualifications that addresses the Evaluation Criteria in Section and responds to the Scope of Work .

a. Page Limits:

i. Cover Letter: 1-page maximum

ii. Statement of Qualifications: 12-page maximum

b. Formatting:

i. Font: Use clear, legible fonts such as Arial or Cambria, 12 pt.

ii. Page Size: Format all pages for 8.5” x 11” paper

iii. Page Background: the proposal may have pictures, but the background needs to be white.

B. Appendix A - Proposal Submittal Documents: Proposers must complete and submit all required Proposal Submittal Documents found in Appendix A as part of the Proposal.

a. Documents are pre-formatted in Microsoft Word.

b. Proposers must preserve the formatting of Appendix A documents substantially as provided. Proposers may choose how they complete and sign the Submittal forms such as print, sign, scan or save as pdf and sign electronically.

c. Appendix A page limit: 9-page maximum (there are 6 original pages, this allows you to add up to 3 more pages with the same formatting as the original)

C. Proposal Packet and Submission: Compile the Proposal Documents and complete Appendix A Submittal forms into a single Proposal packet.

a. Total Page Limit: 22 pages (13 Proposal documents + up to 9 Appendix A Submittals)

b. Order: Proposal Documents, Appendix A Submittal documents

c. Format:

i. Electronic ONLY in pdf format, 20 MB or less to go through the email server

D. Proposal Deadline: Proposers must submit their complete Proposal Packet no later than the Submittal Due Date and Time listed in the procurement schedule listed on the Coversheet.

Deadline for Submissions: 01/09/2026, by 5:00 PM

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Late submissions will not be considered. Proposers are responsible for ensuring their SOQ is received by the deadline.

All electronic copies should be submitted through the procurement website known as Bonfire.

Entities that have not registered with Bonfire must do so before the submission can be completed. An account can be created for free at vendor.bonfirehub.com. Once the account has been created, go to the opportunities section and search for the RFQ number GHT-2025-006 or use the link provided above.

Delivery confirmation will be sent once the submission is received in Bonfire. The Procurement Coordinator does not have access to submitted material until after the submission deadline.

Additional Information

• Questions & Clarifications: All questions must be submitted in writing via email to efogg@ghtransit.com.

• Contract Terms: The selected firm will enter into a professional services agreement with GHTA. A sample contract will be provided upon request.

• Right to Reject: GHTA reserves the right to reject any or all submissions and to waive any irregularities if deemed in the best interest of GHTA.

https://mrscrosters.bonfirehub.com/opportunities/208670 https://mrscrosters.bonfirehub.com/opportunities/208670

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APPENDIX A – PROPOSAL SUBMITTAL DOCUMENTS

Instructions: The following documents constitute the required SOQ Submittal. Failure to submit all the required documents along with their Proposal may cause a Submittal to be non-responsive. Proposers are advised to read all portions of the Contract documents carefully and to comply with all requirements therein.

Below low is a checklist of the proposal packet in order for your convenience. DO NOT SUBMIT with the proposal packet.

☐Cover Letter (1-page limit)

☐Statement of Qualifications (12-page limit)

☐Proposer(s) Acknowledgements (Appendix, 1-page limit)

☐Proposer(s) Information (Appendix, 2-page limit)

☐Subconsultant(s) Information (Appendix, 1 original page plus up to 3 additional pages in the original format)

☐References (Appendix, 1-page limit)

☐Certification Regarding Conflict of Interest (1-page limit)

The Appendices are provided in a separate packet in fillable Word format.

Your organization may choose how to complete these forms and add them to the packet, such as:

• Separating the pages, saving as a pdf, and sign electronically

• Print, sign, and scan into the Proposal packet.

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PROPOSER ACKNOWLEDGEMENTS

GHTA A&E Design-Assist for an Electronic Security System – RFQ # GHT-2025-006

Issued by Grays Harbor Transportation Authority, Grays Harbor County WA Having carefully examined all requirements and terms and conditions identified in this Request for Qualifications (RFQ), the undersigned, declares that I/we have examined all of the solicitation documents and that I/we will Contract with Grays Harbor Transportation Authority (GHTA) to do everything necessary for fulfillment of RFQ # GHT-2025-006 and the resulting Contract, at the prices and on the terms and conditions contained herein.

I/We certify, under penalty of perjury, that this is not a sham or collusive Proposal, nor made in the interest or on behalf of any person not herein named. I/We have not directly or indirectly induced or solicited any Proposer(s) on the above work, or suppliers to put in a sham Proposal, nor any other person or corporation to refrain from Proposing. I/We have not in any manner sought by collusion to secure advantage over any other Proposer(s)s.

I/We agree that our Proposal constitutes an offer to GHTA, which shall be binding for sixty (60) Calendar Days from the Proposal due date. If our Proposal is accepted, we agree to sign the Contract form and furnish evidences of insurance required herein within ten (10) Business Days after receipt from GHTA of written notice of award of Contract.

I/We certify that we are, at the time of submitting this Proposal and shall remain throughout the period of the Contract, registered, and licensed by the state of Washington to perform the type of work required under the procurement. We further certify that we are skilled and regularly engaged in the general class and type of work called for in procurement.

I/We further agree, if our Proposal is accepted and a Contract is awarded by GHTA, to plan and prosecute the work with such diligence that the work and portions thereof shall be completed and ready for use within the period set forth.

I/We acknowledge receipt of addenda numbers 1 through ?? (enter the number of Addenda from the procurement website) and have been considered as part of our Proposal. The following information is accurate to the best of our knowledge. Any required documentation has been attached separately. I/We understand that failure to complete this form in its entirety may deem our Proposal “Non‐Responsive”.

The signatory below represents that he/she has the GHTA to bind the company named below to the Proposal submitted and any Contract awarded as a result of this Solicitation. The authorized signatory acknowledges having read and understood the entire Solicitation and agrees to comply with the terms and conditions of the Solicitation in submitting and fulfilling the offer made in its Proposal.

By submitting this Proposal, Proposer hereby offers to furnish materials, supplies, services and/or equipment in compliance with all terms, conditions, and specifications contained in this Solicitation.

I certify (or declare) under penalty of perjury under the laws of the State of Washington that the foregoing is true and correct:

Proposer(s) Signature Company Name

Print Name and Title Location Executed (City/State) Date

End of Form

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PROPOSER INFORMATION

Proposer Profile

Proposer must provide the following:

Firm Name:

DBA Name (if applicable):

Street Address:

City, State, Zip:

Federal Tax ID Number:

WA State UBI Number:

DUNS (or UEI) Number:

Proposer Authorized Representative

Proposer must designate an Authorized Representative who will be the principal point of contact for the Procurement Coordinator for the duration of the RFQ process. Proposers’ Authorized Representative will serve as the focal point for business matters and administrative activities.

Representative Name:

Street Address:

City, State, Zip:

Telephone Number:

Email Address:

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Proprietary or Confidential Information

Proposer must indicate any pages and/or sections of their Response that Proposer desires to claim as proprietary and exempt from disclosure under the provisions of Chapter 42.56 RCW below. Indicate the pages of the Proposers’ Response that have been marked “Confidential” and the particular exception from disclosure upon which the Proposer is making the claim below. Please see the Solicitation Standards document for more detail on Proprietary or Confidential Information as it relates to this Solicitation. If not applicable, Proposer(s) is instructed to enter “NA” in the box below.

Statement of Prior Contract Termination

Using the space below, Proposer must disclose if the Proposers’ firm and/or proposed Subconsultant(s) have had a Contract terminated for either cause or convenience in the last five (5) years. If a Contract was terminated for cause or convenience during its lifetime, submit full details of the termination including, but not limited to, the reason for the termination, the other party’s contact information (name, address, email address, and telephone number), and the Proposers’ position on the matter. GHTA will evaluate the information and may, at its sole discretion, reject the Response based on the risk to the Agency. If not applicable, Proposer is instructed to enter “NA” in the box below.

End of Form

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SUBCONSULTANT(S) INFORMATION

Check the Applicable Box:

☐Yes ☐No

Proposing firm intents on utilizing Subconsultant(s) to fulfill the service requirements outlined in RFQ #: GHT-2025-006

Proposer will be required to perform all work under this Contract using his/her own employees carried on payroll or by using Subconsultant(s). Where Subconsultant(s) are used in the performance of the Contract, Proposer will indicate as required with the Response. Service Provider will be held responsible for all work performed or not performed by the Subconsultant(s). Subconsultant(s)will be required to bill through the Proposer. Proposer can make up to 3 copies (4-pages total) of this document and the additional pages count towards the page limit.

If revisions are required in the Subcontract assignment, new parties are to be proposed in advance of assignment, in writing to the Procurement Coordinator.

If applicable, Proposer will identify below all Subconsultant(s) who will perform services in fulfillment of Contract requirements, including their name, the nature of services to be performed, address, telephone number, email address, federal tax identification number (TIN), Federal Unique Entity Identifier (listed with SAM.gov),Washington State Unified Business Identifier (UBI), and DBE or SBE certification status:

Subconsultant 1 Subconsultant 2 Name: Name:

Services: Services:

Address: Address:

Email: Email:

Federal TIN: Federal TIN:

Federal UEI: Federal UEI:

Washington UBI: Washington UBI:

Subconsultant 3 Subconsultant 4 Name: Name:

Services: Services:

Address: Address:

Email: Email:

Federal TIN: Federal TIN:

Federal UEI: Federal UEI:

Washington UBI: Washington UBI:

END OF FORM

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REFERENCES

Proposer must provide a minimum of three (3) references for which the Proposer has provided services like those described in this Solicitation. References must not be from an individual, company or organization with any special interest, financial or otherwise, to the Proposer.

Reference 1 Reference 2 Org. Name: Org. Name:

Org Type*: Org Type*:

Contact Name: Contact Name:

Job Title: Job Title:

Street Address: Street Address:

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

Telephone: Telephone:

Email: Email:

Brief Overview of Project

Description:

Brief Overview of Project

Description:

Reference 3 Reference 4

Org. Name: Org. Name:

Org Type*: Org Type*:

Contact Name: Contact Name:

Job Title: Job Title:

Street Address: Street Address:

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

Telephone: Telephone:

Email: Email:

Brief Overview of Project

Description:

Brief Overview of Project

Description:

*Type of Organization: Municipality, Public Agency, Transit or Transportation Agency, etc.

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CERTIFICATION REGARDING CONFLICT OF INTEREST

The Proposer is required to certify performance of the work will not create any conflicts of interests (RCW 42.23) nor disclose any actual or potential conflicts of interest, including working on or having interest in prior phases of the project, by completing and signing ONE of the two statements below:

The Proposer herby certifies that, to the best of its knowledge and belief, performance of the services described in the Scope of Work will not create any conflicts of interest for the Proposer, any affiliates, any proposed Subconsultant(s) or key personnel of any of these organizations.

Date:

Authorized Signature:

Title:

Company Name:

OR

The Proposer hereby discloses the following circumstances that could give rise to a conflict of interest for the Proposer, any affiliates, any proposed Subconsultant(s) or key personnel of any of these organizations (Attach additional sheets as needed).

Name of Individual or Company to which the potential conflict of interest may apply:

Nature of potential conflict of interest:

Proposed remedy:

Date:

Authorized Signature:

Title:

Company Name:

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APPENDIX B – SAMPLE CONTRACT

GRAYS HARBOR TRANSPORTATION AUTHORITY

CONTRACT NUMBER: GHT-2025-006

FOR

ELECTRICAL INFRASTRUCTURE DESIGN FOR SECURITY CAMERA SYSTEMS

THIS CONTRACT is made and entered into this Click or tap here to enter text. day of Click or tap here to enter text. , 2025 by and between GRAYS HARBOR TRANSPORTATION AUTHORITY, a recognized County Transportation Authority, authorized under Chapter

36.57 RCW hereinafter referred to as “GHTA”, and the below named company, hereinafter referred to as “Service Provider.”

Service Provider:

Authorized Representative:

Address:

Phone:

Email:

Federal TIN:

Federal UEI

WA State UBI No.:

1. RECITALS

WHEREAS, GHTA seeks a Service Provider to perform certain professional services including drilling and soil sampling. Services are authorized by the tasks listed in the Scope of Work in RFQ No. GHT-2025-006.

WHEREAS, GHTA desires to have certain services and/or task performed as hereinafter set forth requiring specialized skill and other supportive capabilities; and

WHEREAS, sufficient GHTA resources are not available to provide such services; and

WHEREAS, Service Provider represents that Service Provider is qualified and possesses sufficient skills and necessary capabilities, including technical and professional expertise where required, to perform the services and/or tasks set forth in this Contract.

NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance contained herein, GHTA and Service Provider agree as follows:

2. SCOPE OF SERVICES

A. Service Provider will perform such services and comply with the requirements set forth in this Contract document, including furnishing all materials and equipment

15 | P a g e necessary, and as identified in the following attached Exhibits which are incorporated by reference:

1. Request for Qualifications #Click or tap here to enter text. , Released Click or tap to enter a date. , attached as Exhibit “A”

2. Service Provider’s Response to RFQ # Click or tap here to enter text., dated Click or tap to enter a date., attached as Exhibit “B”

3. Scope of Services, attached as Exhibit "C”

4. Service Provider’s Rate Schedule, attached as Exhibit “D”

3. ADMINISTRATION AND SUPERVISION

A. The work and services performed under this Contract are subject to all applicable federal laws, regulations, and requirements in effect as of the date of Contract execution. GHTA and the Service Provider agree that such federal provisions shall supersede any conflicting terms contained in this Contract.

B. The Service Provider represents that it has, or will obtain, all personnel necessary to perform the services required under this Contract, and that such personnel are qualified, experienced, and properly licensed as required by applicable laws and regulations. All services under this Contract must be performed by the Service Provider, its employees, or authorized Subconsultant(s). GHTA’s approval of any Subconsultant(s) shall not relieve the Service Provider or its Subconsultant(s) of any obligations under this Contract or under applicable law to perform the work in a professional and competent manner. GHTA may, at its sole discretion, direct the removal of any Service Provider or Subconsultant personnel from the Project if, after reasonable consultation, GHTA determines that such removal is in the best interest of the Project. The Service Provider shall comply with such directions in writing.

C. The Project shall be coordinated and integrated with other GHTA programs and activities, as appropriate.

4. TERM

A. The term of this Contract shall commence upon full execution by both parties and issuance of a written Notice to Proceed (NTP) by GHTA. The Contract shall remain in effect until all authorized services are complete, or until terminated pursuant to the provisions of this Contract, but in no case later thanClick or tap to enter a date., unless extended in writing.

B. This is a task-based Fixed Fee Contract. The Service Provider shall not perform any work or incur any costs under this Contract until GHTA has issued a written Notice to Proceed for a specific task or work order. Each task will include its own schedule, scope, and budget. GHTA shall have no liability for any costs incurred or work performed outside the scope or period of an authorized task order.

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C. GHTA reserves the right to extend the term of this Contract upon mutual agreement of the parties, subject to available funding and continued project need.

5. SCOPE OF WORK

A. The Scope of Work is defined in the RFP #GHT-2025-006, as amended by the negotiation process. The final negotiated Scope of Work, associated cost, and milestone schedule, agreed to by both parties, are incorporated into this Contract as Exhibit C. Any revisions to the Scope of Works shall be made through written Amendments pursuant to Section 6 – Changes and Additional Work. The Service Provider shall submit updated project and milestone schedule reports with each invoice for payment.

6. CHANGES AND ADDITIONAL WORK

A. GHTA may, at any time and at its sole discretion, issue a written directive to the

Service Provider to revise portions of the Project or to perform additional work that falls within the scope of services defined in this Contract.

B. Compensation for such changes or additional work shall be negotiated between GHTA and the Service Provider consistent with the compensation provisions set forth in this Contract. No additional work shall be performed, and no costs shall be incurred, unless and until GHTA provides written authorization.

7. RESPONSIBILITY OF THE SERVICE PROVIDER

A. The Service Provider shall be responsible for the professional quality, technical adequacy, and accuracy, timeliness, and coordination of all plans, designs, drawings, specifications, cost estimates, reports, and other services prepared or performed under this Contract by the Service Provider and its Subconsultant(s).

B. Without additional compensation, the Service Provider shall promptly correct or revise any errors, omissions, or deficiencies in such work. If any such deficiencies arise from the professional negligence of the Service Provider or its Subconsultant(s), regardless of whether GHTA has identified them, the Service Provider shall indemnify and reimburse GHTA for all costs associated with corrective remedial work, including but not limited to redesign, demolition, reconstruction, and any related project consequences.

C. GHTA’s review, approval, or acceptance of any plans, drawings, designs, specifications, reports, or other professional work products does not relieve the Service Provider of responsibility for their technical adequacy or accuracy.

Likewise, GHTA’s approval or payment shall not constitute a waiver of any rights or remedies under this Contract.

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8. CONSULTANT(S) ACQUISITION AND/OR MERGER

A. If the Service Provider ceases to exist as an independent business entity, whether through acquisition, merger, or other means, it must notify GHTA in writing no less than thirty (30) calendar days prior to the effective date of the change.

B. GHTA reserves the right to take necessary steps to maintain Contractual privity with the successor entity. The Service Provider shall fully cooperate with this effort, including executing any assignment, novation, or other documentation required to legally transfer the rights and obligations of this Contract to the successor entity.

The successor shall be bound to the same extent as the original Service Provider under all terms and conditions of this Contract.

9. COMMENCEMENT AND COMPLETION OF PROJECT WORK

A. Upon execution of this Contract by both GHTA and the Service Provider, GHTA will issue a formal Notice to Proceed for the Scope of Work.

B. Time is of the essence in the performance of this Contract. The Service Provider shall complete all work and services in accordance with the Task Order schedule, including the established milestones and final Project completion date as set forth in the Scope of Work. Task and Project deadlines may be modified only through written agreement by both parties.

C. Deadlines will not be extended due to delays attributable to the Service Provider.

However, GHTA may grant extensions for delays resulting from Additional Work requested by GHTA, governmental actions, or other unforeseeable events beyond the reasonable control of the Service Provider.

D. The Service Provider must manage its performance under this Contract to ensure that all service, including those of Subconsultant(s), are delivered in a cost-effective and efficient manner. Task budgets, as defined in the Scope of Work, must be adhered to. Any adjustments to task budgets require written authorization from GHTA’s Project Manager.

E. Task budgets will not be increased due to delays or added costs attributable to the Service Provider. However, GHTA may authorize budget increases if justified by Additional Work, governmental delays, or other conditions beyond the Service Provider’s reasonable control.

10. COMPENSATION AND METHOD OF PAYMENT

A. Subject to the terms of this Contract, the Service Provider will be compensated by

GHTA on a milestone (task-based) basis for authorized and satisfactorily completed work. Payment will constitute full compensation for all services rendered, including supervision, labor, materials, equipment, applicable taxes, and all necessary incidentals. In no case will payment exceed the earned value (i.e., the percentage of work completed) as determined by GHTA.

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B. This is a cost reimbursement, Fixed Fee Contract. Compensation will consist of direct labor costs, overhead costs, and a fixed professional fee. Costs payable under this Contract are detailed in the "Summary of Service Provider and Subconsultant(s)’s Rate Schedule," attached hereto as Exhibit [D] and incorporated herein by reference.

C. GHTA will remit payment to the Service Provider upon satisfactory completion of the work and receipt of a properly submitted invoice.

If the Scope of Work is modified, GHTA and the Service Provider may negotiate additional fees accordingly. Each invoice submitted by the Service Provider must include:

• Itemized description of work performed

• Itemized Other Direct Costs (ODCs) with receipts or invoices attached

D. The Service Provider must submit its final invoice and all required documentation within ten (10) calendar days of completing the Scope of Services. Unless otherwise waived in writing by GHTA, failure to submit a timely final invoice and documentation may release GHTA from any further payment obligations.

E. If the Service Provider fails to meet any requirement of this Contract, including delivering services in the agreed-upon manner, GHTA may withhold any payments until satisfactory corrective action is completed. This right is in addition to GHTA’s right to terminate this Contract as provided in Section 29.

11. INDEPENDENT SERVICE PROVIDER RELATIONSHIP

A. The parties intend that the relationship created by this Contract is that of an independent Service Provider. GHTA is primarily interested in the results to be achieved; subject to the provisions of this Contract, the methods and means of delivering services are at the discretion of the Service Provider. No agent, employee, representative, or subcontractor of the Service Provider shall be considered an employee, agent, or representative of GHTA for any purpose. Employees of the Service Provider are not entitled to any of the benefits provided by GHTA to its employees. The Service Provider shall be solely responsible for its actions and those of its agents, employees, subcontractors, subconsultants, or representatives in connection with the performance of this Contract.

B. In carrying out the services contemplated under this Contract, the Service Provider acts as an independent contractor with full authority to control and direct the manner and method of performing the work. However, the completed work and deliverables must meet GHTA’s expectations and requirements and remain subject to GHTA’s general rights of inspection, acceptance, and approval to ensure satisfactory completion.

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12. BILLING PROCEDURES

A. GHTA will issue payments for services and materials provided under this Contract no more than once per month and only after the satisfactory performance and acceptance of the corresponding services. GHTA will not make payment for any service or material not identified in this Contract unless otherwise authorized in writing by GHTA and permitted by law.

B. The Service Provider must submit invoices on forms approved by GHTA. Invoices should be submitted electronically to the following email addresses

• awheeler@ghtransit.com

• efogg@ghtransit.com

• ap@ghtransit.com

• If Service Provider is unable to submit invoices electronically, invoices may be submitted by mail to:

Grays Harbor Transit Authority Attention: Financial Office

343 W Wishkah Street Aberdeen, WA 98520

C. GHTA processes payments on a net thirty (30) calendar days following receipt of a complete and accurate invoice. GHTA will not issue advance payments or payments in anticipation of services or materials not yet received or accepted under this Contract.

13. PROJECT MANAGEMENT

The individuals listed below, or their successors, will serve as the primary points of contact for services provided under this Contract. GHTA’s Project Manager, or their designated successor, will be responsible for monitoring the Service Provider’s performance and will serve as the official contact for all communications regarding Contract performance and deliverables. GHTA’s Project Manager has the authority to accept or reject services provided and, if deemed satisfactory, will certify acceptance of each invoice submitted for payment.

Any updates to the contact information in this section must be provided in writing and maintained in the project file. However, such changes will not require a formal Contract amendment.

mailto:ap@ghtransit.com

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Service Provider’s Project Manager GHTA’s Project Manager

First Last Company Street Address City, State, Zip Phone: (###) ###-#### Email Address: [enter email address]

Abigail Wheeler, CGMS Grays Harbor Transportation Authority 343 W Wishkah St Aberdeen, WA 98520 Phone: (360) 338-3813 Email Address: awheeler@ghtransit.com

14. CONTRACT ADMINISTRATION

The individual listed below, or their designated successor, will serve as the Contract Administrator for this Contract. The Contract Administrator is authorized to receive legal notices and invoices, and is responsible for administering, amending, or terminating this Contract. All Contract documents issued under this Contract will be processed by the Contract Administrator and submitted to the Service Provider for review and acceptance:

Contact Information for the Contract Administrator:

Abigail Wheeler

Grays Harbor Transportation Authority 343 W Wishkah Street Aberdeen, WA 98520

Phone: (775) 340-3057 Email: awheeler@ghtransit.com

15. PROJECT PERSONNEL

The Service Provider represents that it has, or will secure, all personnel necessary to perform the services required under this Contract. The Service Provider agrees that the key personnel identified in its Proposal will be committed to the project for its duration.

Any substitution or replacement of key personnel must be requested in writing by the Service Provider and is subject to GHTA’s prior written approval.

All services under this Contract must be performed by the Service Provider, its employees, agents, representatives, or authorized Subcontractors.

16. NON-EXCLUSIVE PROVIDER

GHTA reserves the right to obtain services or supplies not specifically covered under this Contract from other providers, if doing so is deemed to be in the best interest of

GHTA.

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17. ASSIGNMENT

The Service Provider shall not assign or transfer its performance under this Contract, or any portion thereof, without the prior written consent of GHTA. The Service Provider must submit a written request for such consent no less than thirty (30) calendar days before the proposed effective date of the assignment. GHTA reserves the right to approve or reject any proposed assignment at its sole discretion and without cause.

18. HOLD HARMLESS AND INDEMNIFICATION

A. The Service Provider shall defend, indemnify, and hold harmless GHTA, its officers, and employees from any and all claims, demands, suits, damages, or liabilities (whether at law or equity) arising in whole or in part from:

• The negligence of the Service Provider or its agents, employees, Subconsultant(s), Subcontractors, or vendors of any tier; or

• The Service Provider’s breach of any obligation under this Contract

B. In the event a claim arises from the concurrent negligence of both:

• The Service Provider (or any party for whom the Service Provider is legally liable), and

• GHTA (or any party for whom GHTA may be legally liable), then the Service

Provider’s obligation to indemnify shall be valid and enforceable only to the extent of the Service Provider’s negligence.

C. This indemnity provision shall be included in all contracts between the Service Provider and its Subconsultant(s), Subcontractors, and vendors of any tier.

D. The Service Provider shall also indemnify and hold harmless GHTA from claims relating to patent or copyright infringement, or the alleged misuse of trade secrets, proprietary information, know-how, or inventions arising from work performed under this Contract. This obligation does not apply where infringement arises due to GHTA’s failure to follow specific written use instructions from the Service Provider.

E. GHTA reserves the right to terminate this Contract by written notice should the Service Provider be found, after due notice and examination, to have violated the Ethics in Public Service Act (Chapter 42.52 RCW) or similar statute in connection with this Contract.

F. The Service Provider expressly assumes potential liability for claims brought by its own employees or agents against GHTA and, for this purpose, waives any immunity under Title 51 RCW (Industrial Insurance). This waiver has been mutually negotiated.

G. Unless otherwise stated, GHTA shall retain responsibility for construction Contract administration. If requested under a new sole source or supplemental agreement, the Service Provider may provide on-call assistance to GHTA but will not assume responsibility for construction means, methods, job site safety, or Contractor performance.

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H. The Service Provider shall maintain all required insurance throughout the term of this Contract in accordance with the provisions outlined in Section 19 and as approved by the Washington State Insurance Commissioner under Title 48 RCW.

19. INSURANCE

A. Minimum Insurance Requirements – The Service Provider shall procure and maintain, at its own expense, the following insurance coverage throughout the duration of this Contract:

1. Commercial General Liability (CGL) Insurance

a. Coverage: Occurrence based

b. Limits: Not less than $1,000,000 per occurrence and $2,000,000 aggregate

c. Must include: Premises/operations, products/completed operations, contractual liability, and broad form property damage.

2. Business Automobile Liability Insurance (if applicable):

a. Coverage: All owned, non-owned, and hired vehicles

b. Limits: Not less than $1,000,000 combined single limit per accident

3. Workers’ Compensation Insurance

a. As required by Washington State law (Title 51 RCW)

b. Employer’s Liability (Stop Gap) coverage with limits of not less than

$1,000,000 per occurrence

4. Professional Liability (Errors and Omissions) Insurance

a. Limits: Not less than $1,000,000 per claim and in the aggregate

b. Coverage must be maintained for a minimum of two (2) years following the completion of services under this Contract B. Additional Insurance Requirements – Except for Professional Liability and

Workers’ Compensation policies, all insurance policies shall:

a. Additional Insured: Name Grays Harbor Transportation Authority (GHTA), its officers, officials, agents, and employees as additional insureds.

b. Primary and Non-Contributory: Be primary insurance with respect to

GHTA and shall not seek contribution from any insurance or self-insurance maintained by GHTA

c. Waiver of Subrogation: Include a waiver of subrogation in favor of GHTA.

d. Severability of Interest: Contain a cross-liability or severability of interest clause.

e. Notice of Cancellation: Provide for thirty (30) days’ prior written notice to

GHTA of any cancellation, non-renewal, or material change in coverage.

f. Acceptability of Insurers: Be issued by insurers licensed to do business in the State of Washington and with an A.M. Best rating of A- or better.

C. Evidence of Insurance – Prior to commencing work, the Service Provider shall furnish GHTA with certificates of insurance evidencing compliance with the

23 | P a g e insurance requirements above. Upon request, the Service Provider shall provide complete copies of all insurance policies, including endorsements. Failure to provide satisfactory evidence of insurance may result in suspension or termination of this Contract.

D. Subcontractors – The Service Provider shall ensure that all subcontractors maintain insurance coverage that meets or exceeds the requirements stated herein.

The Service Provider shall obtain certificates of insurance from all subcontractors and make them available to GHTA upon request.

E. No Limitation of Liability – The insurance requirements set forth in this section shall not be construed to limit the liability of the Service Provider or its subcontractors to GHTA or others.

20. TREATMENTS OF ASSETS

A. Title to all property and materials furnished by GHTA for use in connection with this

Contract shall remain vested in GHTA. Additionally, unless otherwise expressly stated in this Contract, all deliverables, including written documents, designs, data, and work products produced by the Service Provider in the performance of services under this Contract shall become the sole property of GHTA upon payment.

B. "Work product" includes, but is not limited to: research, reports, technical studies, designs, drawings, specifications, plans, software (including source code and documentation), data, databases, manuals, recordings, photographs, renderings, and other materials in any format (digital or physical). The Service Provider and GHTA agree that such work product shall be considered “work made for hire,” with GHTA deemed the author and owner of all rights therein to the fullest extent permitted by law.

21. COMPLIANCE WITH LAWS

A. Service Provider, in the performance of this Contract, shall comply with all applicable federal, state, or local laws and ordinances, including regulations for licensing, certification and operation of equipment, and licensing of individuals, and any other standards or criteria described in this Contract to assure quality of services.

B. Service Provider agrees to pay any applicable business and occupation (B&O) taxes which may be due on account of this Contract.

C. If sales tax becomes applicable to the professional services covered by this Contract, GHTA shall pay such tax to Service Provider, and Service Provider shall pay the tax as required by law.

22. POLITICAL ACTIVITY AND PROHIBITED INTEREST

The Contractor shall not use any funds, resources, materials, property, facilities, equipment, or personnel provided under this Contract to engage in political activities, 24 | P a g e including but not limited to: advocating for or against any ballot initiative, political candidate, legislation, or political party, or supporting or opposing the election or defeat of any candidate for public office. This prohibition per RCW 42.17A.555 applies to activities conducted during contract work hours or while representing GHTA in any capacity. Nothing in this clause restricts the Contractor's or its employees’ personal political activity conducted on their own time and without the use of public or contract-related resources.

23. NONDISCRIMINATION

A. Equal Opportunity – GHTA is an equal opportunity employer.

B. Nondiscrimination in Employment – In the performance of this Contract, the

Service Provider shall not discriminate against any employee or applicant for employment on the basis of race, creed, color, national origin, sex, marital status, age, or the presence of any sensory, mental, or physical disability; provided, however, that the prohibition against discrimination based on disability shall not apply if the disability prevents the proper performance of the work involved and reasonable accommodation cannot be provided. Employment decisions shall be made without regard to these protected characteristics and shall include, but not limited to hiring, promotion, demotion, transfer, recruitment or recruitment advertising, layoff or termination, compensation, and participation in training programs, including apprenticeships. The Service Provider shall take all necessary actions to ensure full compliance with Chapter 49.60 RCW, the Washington Law Against Discrimination.

The Service Provider, including all subcontractors, shall give written notice of this nondiscrimination requirement to any labor organizations with the Service Provider or any subcontractor, who has a collective bargaining or other agreement. Sections 27-29 apply to noncompliance of this section.

C. Nondiscrimination in Services – The Service Provider shall not discriminate against any recipient of services or benefits provided under this Contract based on any of the protected characteristics listed in section B of this clause.

D. Nondiscrimination in Sub-Contracting – If any assignment or Subcontracting has been authorized by GHTA, the subcontract shall include a clause requiring nondiscrimination as described in this section. The Service Provider shall take all necessary steps to ensure compliance by its subcontractors, except for subcontracts for standard commercial supplies or raw materials.

24. GRATUITIES AND KICKBACKS

A. Gratuities – It shall be a breach of ethical standards for any individual to offer, give, or agree to give any GHTA member, officer, employee, agent, or former official, or for any such individual to solicit, demand, accept, or agree to accept, from any

25 | P a g e other person, a gratuity or offer of employment in connection with any of the following:

a. A decision, approval, or disapproval

b. A recommendation or preparation of any part of a procurement or program requirement

c. Influencing the content of any specification or procurement standard

d. Rendering advice, conducting investigations, or performing audits

e. Any advisory or administrative role related to solicitation, contract, subcontract, claim, or other matter involving GHTA B. Kickbacks – It shall be a breach of ethical standards for any payment, gratuity, or offer of employment to be made by or on behalf of a Subcontractor to the prime Service Provider, any higher-tier Subcontractor, or any individual associated with them, as an inducement for the award of a Subcontract or order under this contract.

25. LIENS, CLAIMS, AND ENCUMRANCES

The Service Provider certifies that all materials, equipment, and services provided under this Contract will be free from all liens, claims, and encumbrances of any kind.

Upon request by GHTA, the Service Provider shall furnish a formal release or other satisfactory evidence to verify such freedom from encumbrances.

26. MAINTENANCE AND INSPECTION OF RECORDS

A. The Service Provider shall maintain books, records, accounts, and documents that sufficiently and properly reflect all direct and indirect costs incurred under this Contract. These records shall be maintained in accordance with generally accepted accounting principles (GAAP) and applicable cost principles and shall support all invoices and requests for payment.