City of Ridgefield, WA Request for Proposals

P26015: Downtown Lighting System Improvements

Information:

Contact Person: Melissa Irwin

Email Address:

Melissa.Irwin@ridgefieldwa.us

Contact Phone: 360-857-5048

Project Estimate: $180,000

Questions Due: September 28, 2026 at 4 p.m.

Proposals Due: October 6, 2026 at 4 p.m.

Submit Proposals to:

https://procurement.opengov.com/portal/ridgefieldwa

Bidders are required to register for a free account via the City’s e-Procurement Portal hosted by OpenGov Procurement.

Table of Contents Section 1: Instructions and Contract Information

A. Request for Proposals B. Introduction/Background C. Scope of Work D. Approximate Timeline E. Information F. Addendum G. General Information Form

Section 2: Proposal Submittal And Evaluation Information A. Proposal Requirements & Procedure B. Evaluation Process C. Evaluation Criteria D. Evaluation Scoring E. Award of Contract F. Solicitation General Terms and Conditions

Attachments:

City of Ridgefield, WA Professional Services Contract https://procurement.opengov.com/portal/ridgefieldwa

Section 1: Instructions and Contract Information

A. Request for Proposals

The City of Ridgefield is seeking proposals from qualified lighting design, electrical engineering and infrastructure firms to provide planning, design, and implementation services for Downtown lighting system improvements.

The City seeks a consultant team capable of delivering a modern, consistent, energy-efficient, and visually appealing downtown lighting system that improves public safety, supports nighttime economic activity and reduces environmental impacts such as glare and light trespass.

All work shall be completed by December 15, 2029.

Proposal packets may be viewed and downloaded via the City’s e-Procurement Portal at https://procurement.opengov.com/portal/ridgefieldwa. Respondents are required to register for a free account via the City’s e-Procurement Portal hosted by OpenGov Procurement. Once respondent has completed registration, you will have access to download the Request for Proposals and will receive addenda notifications to your email by clicking “Follow” on this project. Ultimately, it is sole responsibility of each respondent to periodically check the site for any addenda at https://procurement.opengov.com/portal/ridgefieldwa.

All project or contract language specific questions, requests for substitutions or changes, or requests for clarification must be submitted via the City’s e-Procurement Portal, located at https://procurement.opengov.com/portal/ridgefieldwa by 4:00 p.m. on Monday, September 28, 2026. Incomplete or late inquiries may not be considered.

Proposers will have the option of submitting their packets online via the City’s e- Procurement Portal hosted by OpenGov Procurement, by hand delivery, or United States Postal Service.

If choosing to submit online, electronic submissions must be received by the City through the City’s e-Procurement Portal located at https://procurement.opengov.com/portal/ridgefieldwa no later than 4:00 PM (Pacific Time) Tuesday, October 6, 2026. This is the preferred method. Submissions received after the specified time will not be accepted. The City’s e-Procurement Portal Clock is the official clock for the determination of all deadline dates and times. Without exception, responses will not be accepted after the submission deadline regardless of any technical difficulties such as poor internet connections. The City strongly recommends completing your response well ahead of the deadline. Submissions received by fax or E-mail will not be accepted.

If the electronic submission process is not an option, the City will also accept hand delivered or mailed submissions that shall be placed in a sealed envelope which clearly states the name of the proposer, the date of the proposal opening, and the title “Downtown Lighting System Improvements”. Hand delivered submissions shall be delivered to Ridgefield Administrative and Civic Center (RACC), 510 Pioneer Street, Suite B, Ridgefield, Washington 98642. Submissions that are not received by proposal closing of 4:00 p.m. local time, Tuesday, October 6, 2026, will not be considered complete and will be forfeited.

Submissions delivered via United States Postal Service shall be enclosed in another envelope that is addressed to the attention of the Procurement Coordinator, City of Ridgefield, P.O. Box 608, Ridgefield, Washington 98642. Mail to the City of Ridgefield is received by 10:00 a.m. each day. Proposers may call the Procurement Coordinator to verify receipt of their submission. Submissions that are mailed and not received by proposal closing of 4:00 p.m. local time, Tuesday, October 6, 2026, will not be considered complete and will be forfeited.

The City of Ridgefield is committed to providing equal opportunities to State of Washington-certified Minority, Disadvantaged, and Women's Business Enterprises in contracting activities.

The City of Ridgefield, 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 contacting Melissa Irwin, Bids@ridgefieldwa.us or 360-857-3557.

The City of Ridgefield 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 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.

The City reserves the right to cancel this request or reject any and all Submittals or to waive any minor formalities of this call if the best interest of the City would be served.

Melissa Irwin, Procurement Coordinator mailto:Bids@ridgefieldwa.us

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B. Introduction/Background

The City of Ridgefield has 16 existing cobra head streetlights that are attached to Clark Public Utility (CPU) poles. One existing cobra head streetlight is not attached to a CPU pole. All fixtures are currently maintained by CPU and are Autobahn LED Cobra Head model, manufactured by Acuity Brands.

The existing lights in the downtown area of the city experiences lighting challenges including inconsistent lighting levels, glare, and poor uniformity. Electrical infrastructure is outdated and upgrading to more modern standards is desired.

There has been concern for public safety, comfort, ambiance, and nighttime usability.

Light locations are shown on the map below, indicated by red dots.

Current conditions include:

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C. Scope of Work

The City of Ridgefield is seeking proposals from qualified lighting design, electrical engineering and infrastructure firms to provide planning, design, and implementation services for Downtown lighting system improvements.

A portion of the funding for the project includes funds from the USDA Rural Business Development Grant.

The City seeks a consultant team capable of delivering a modern, consistent, energy-efficient, and visually appealing downtown lighting system that improves public safety, supports nighttime economic activity and reduces environmental impacts such as glare and light trespass.

Consultants shall propose a comprehensive work plan including, but not limited to, the following components:

4.1 Assessment & Verification

• Field verification of Ridgefield’s existing luminaires, poles, wiring, conduit, transformers, and metering

• Photometric measurements: horizontal & vertical illuminance

• Identification of failing equipment or tree interference

• Electrical load evaluation and coordination with Clark Public Utilities

4.2 Lighting Design Services

Use current codes required for the following classifications:

• Downtown Mixed-Use (DMU) and Downtown Neighborhood (DN) light level standards

• Street typology classifications (Local, Collector, Arterial)

• Intersection lighting criteria

• Sidewalk illumination requirements

Design deliverables must include:

• Photometric calculations

• Luminaire specifications (cobraheads, acorns, area lights, bollards, string lighting options)

• Recommended mounting heights & spacing

• Shielding strategies (house-side, 80° shields, front-side)

• Proposed materials and product sheets

• Plans, Specifications and Estimate (PS&E) package to use to advertise the project for construction

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• Support during construction to answer any request for information (RFI) or provide guidance to contractor

4.3 Electrical System Design

Determine required methodologies including:

• Identification of metered vs. non-metered systems

• Meter pedestal design or retrofit

• Conduit, wiring, pull box upgrades

• Load calculations and circuit design

• Coordination with Clark Public Utilities on transformer capacity

• Recommendations for partial vs. full electrical upgrades

• Recommendations for alternative electrical delivery including solar

4.4 Improvement Scenario Modeling

Develop Ridgefield-specific improvement alternatives including:

• One-for-One Luminaire Upgrades

• Supplemental System Additions

Provide cost estimates with:

• Luminaires

• Poles

• Wiring/conduit

• Meter pedestals

• Foundations

• Construction contingency

• Phasing recommendations (1–5 years), if funding available is not sufficient to complete identified work.

4.5 Community Outreach

Conduct engagement aligned with the study:

• Public workshop with City Council

• Downtown business focus group

• Materials explaining glare, uniformity, and ambiance

• Display of photometric scenarios

4.6 Final Deliverables

• Lighting & Electrical Improvement Plan, including installation timeline

• GIS-based inventory

• Photometric maps

• Construction-level plans and specifications

• Budget and phasing plan

• Funding strategy recommendations

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• Draft and final reports

• Presentations to Council and the public

Project Objectives The City intends to:

1. Replace legacy light sources with high-performing LED luminaires

2. Enhance pedestrian visibility and comfort at night

3. Reduce light trespass, and wasted energy

4. Modernize electrical infrastructure, including metered and non-metered systems

5. Standardize luminaire and pole types for long-term maintenance efficiency, using a downtown style light

6. Apply Dark Sky and IES responsible lighting practices

7. Support future smart-city technologies where feasible

D. Approximate Timeline

Solicitation Issued: Tuesday, September 22, 2026 Questions Due: Monday, September 28, 2026 at 4 p.m. PST Addendum Due: Wednesday, September 30, 2026 Proposals Due: Tuesday, October 6, 2026 at 4 p.m. PST Interviews (if needed): Thursday, October 15, 2026 Estimated Council Approval: Thursday, October 22, 2026 Estimated Notice to Proceed: Monday, November 2, 2026

E. Information

All project or contract language specific questions, requests for substitutions or changes, or requests for clarification must be submitted via the City’s e- Procurement Portal, located at https://procurement.opengov.com/portal/ridgefieldwa by 4:00 p.m. on Monday, September 28, 2026. Incomplete or late inquiries may not be considered.

F. Addendum

It is the sole responsibility of the proposer to learn of Addenda, if any. Such information may be obtained via the City’s e-Procurement Portal (OpenGov Procurement), located at https://procurement.opengov.com/portal/ridgefieldwa, or for any addendum releases, the City’s e-Procurement Portal will email notification to vendors who are following the project, downloaded the project or started the solicitation. The

P26015: Downtown Lighting System Improvements Page 9 addendum email sent from OpenGov Procurement includes a link to the addendum in the body of the email.

The City of Ridgefield accepts no responsibility or liability and will provide no accommodation to respondents who fail to check for addendums and submit inadequate or incorrect responses. The final Addenda is expected to be released no later than Wednesday, September 30, 2026.

G. General Information Form

The general information form on the next page is designed to serve as the cover sheet. Do not attach cover letters, title pages, or blank sheets ahead of this form, nor substitute letterhead paper for it. If additional space is needed, the plain paper may be attached to this form. This form must be signed by a person authorized to submit submittals and enter into contract negotiations on behalf of your firm.

Failure to submit this form may result in your Submittal being deemed non-responsive and rejected.

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Section 2: Proposal Submittal And Evaluation Information

General Information Form

P26015: Downtown Lighting System Improvements

The proposer, under penalty of perjury, hereby certifies that said person(s), firm, association, LLC, or corporation has (have) not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive bidding in connection with the project for which this proposal is submitted. To be considered for this project, the proposals must be completed in accordance with this solicitation and this cover sheet must be attached.

The proposer shall insert the number and date of each Addendum received; leave blank if none received. Proposer is responsible for verifying the actual number of addenda issued prior to submitting a Proposal.

No. _ Date: ________ No. Date: __________ No. _ Date: ___________ No. Date: ________

Authorized Official (Signature) Date

Print Name of Authorized Official Title of Authorized Official

Company Name Contact Person

Address City, State, Zip

Phone Number Fax Number

E-Mail Address Federal Tax ID #

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A. Proposal Requirements & Procedure

Proposals should include the following information:

• Firm name

• Phone and fax numbers

• Name of Principal-in-Charge

• Name of Project Manager

• Number of employees in each firm proposed to the project

• Minimum font size: 12-point

• Cover Letter

Please limit proposals to no more than ten (10) double-sided 8.5 x 11 inch pages, plus two (2) 11x17 pages for graphics or exhibits if desired. Any charts, graphs, table of organizations, etc. must be of readable size. Cover sheet and index (if applicable) does not count in the page limits. Additionally, resumes for key staff can be attached, limited to no more than two (2) additional pages. Front and back covers of the statement of qualifications and resumes of key personnel are not included in the page limits.

Request for Proposal packets may be viewed and downloaded via the City’s e- Procurement Portal at https://procurement.opengov.com/portal/ridgefieldwa.

Respondents are required to register for a free account via the City’s e-Procurement Portal hosted by OpenGov Procurement. Once respondent has completed registration, you will have access to download the Request for Proposals and will receive addenda notifications to your email by clicking “Follow” on this project.

Ultimately, it is sole responsibility of each respondent to periodically check the site for any addenda at https://procurement.opengov.com/portal/ridgefieldwa.

All project or contract language specific questions, requests for substitutions or changes, or requests for clarification must be submitted via the City’s e-Procurement Portal, located at https://procurement.opengov.com/portal/ridgefieldwa by 4:00 p.m. on Monday, September 28, 2026. Incomplete or late inquiries may not be considered.

Proposers will have the option of submitting their packets online via the City’s e- Procurement Portal hosted by OpenGov Procurement, by hand delivery, or United States Postal Service.

If choosing to submit online, electronic submissions must be received by the City through the City’s e-Procurement Portal located at https://procurement.opengov.com/portal/ridgefieldwa no later than 4:00 PM https://procurement.opengov.com/portal/ridgefieldwa https://procurement.opengov.com/portal/ridgefieldwa

P26015: Downtown Lighting System Improvements Page 12

(Pacific Time) Tuesday, October 6, 2026. This is the preferred method. Submissions received after the specified time will not be accepted. The City’s e-Procurement Portal Clock is the official clock for the determination of all deadline dates and times.

Without exception, responses will not be accepted after the submission deadline regardless of any technical difficulties such as poor internet connections. The City strongly recommends completing your response well ahead of the deadline.

Submissions received by fax or E-mail will not be accepted.

If the electronic submission process is not an option, the City will also accept hand delivered or mailed submissions that shall be placed in a sealed envelope which clearly states the name of the proposer, the date of the proposal opening, and the title “Downtown Lighting System Improvements”. Hand delivered submissions shall be delivered to Ridgefield Administrative and Civic Center (RACC) building, 510 Pioneer Street, Suite B, Ridgefield, Washington 98642. Submissions that are not received by proposal closing of 4:00 p.m. local time, Tuesday, October 6, 2026, will not be considered complete and will be forfeited.

Submissions delivered via United States Postal Service shall be enclosed in another envelope that is addressed to the attention of the Procurement Coordinator, City of Ridgefield, P.O. Box 608, Ridgefield, Washington 98642. Mail to the City of Ridgefield is received by 10:00 a.m. each day. Proposers may call the Procurement Coordinator to verify receipt of their submission. Submissions that are mailed and not received by proposal closing of 4:00 p.m. local time, Tuesday, October 6, 2026, will not be considered complete and will be forfeited.

• Submissions submitted by Email or Fax will not be accepted.

• Submissions shall allow enough time for delivery to occur. Official City time/date stamp shall be the sole means used to determine time/date of receipt/acceptance of bid.

• Submissions received after the listed date and time will not be accepted.

• Submissions that may have difficulty submitting an electronic bid, may request an alternative method prior to the Question Deadline.

B. Evaluation Process

The City will determine the most qualified firm based on the evaluation criteria listed below using predetermined weights and the responsiveness of the Proposal.

A subsequent round of interviews may be used to evaluate finalists.

The City reserves the right to conduct interviews of a short list of proposers. If the City decides to conduct interviews, the interview sessions will be evaluated in a manner similar to the response. Topics covered in the interview session shall

P26015: Downtown Lighting System Improvements Page 13 include the topics listed under the “Evaluation Criteria” section plus any additional, relevant topics which may arise during both the formal presentation and the question and answer portions of the interview. If interviews are conducted and if your firm is selected for an interview, you will be contacted by the City for next steps.

C. Evaluation Criteria

These instructions were prepared to aid in Submittal development. They also provide for a structured format so reviewers can systematically evaluate several submittals. Submittals must be:

• Clear and concise while including all the City’s goals and criteria as described in this RFP.

• Table of contents and cover sheet.

• Clear project approach illustrating your understanding of City needs with a high-level timeline and list of deliverables.

Each copy of the Submittal package must include all the sections in the order indicated. Attachments should be clearly referenced and identified to facilitate the review process. Each Submittal shall include:

1. Cover Letter

2. Project Team & Qualifications

3. Relevant Experience

4. Work Plan & Schedule

5. Community Outreach Approach

6. Cost Proposal (itemized by major tasks)

7. Examples of Similar Work

8. Optional Value-added Services (smart lighting, dimming systems, sensors)

D. Evaluation Scoring

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The City’s choice of Contractor will be made by evaluating the Submittal submitted.

Each Submittal received in response to this Solicitation will be evaluated and scored as follows:

1. Experience & Qualifications (20 weighted factor)

2. Work Plan (25 weighted factor)

3. Community Outreach Approach (15 weighted factor)

4. Cost Proposal (15 weighted factor)

5. Schedule of completion (20 weighted factor)

6. References (5 weighted factor)

E. Award of Contract

Once selected, the City will negotiate a scope of services and a fee that is fair and reasonable as noted above. The City will attempt to reach a final agreement with the highest scoring responding proposer. However, the City may, at its sole discretion, terminate negotiations and reject the proposal if it appears agreement cannot be reached. The City may then attempt to reach a final agreement with the next highest scoring proposer and may continue, in the same manner, with remaining the proposers until an agreement is reached.

Award of the contract shall be made with reasonable promptness by giving verbal and written notice to the proposer whose proposal best conforms to the request, receives the highest score through the evaluation process, and which will be the most advantageous to the City. It is the intent of the City to award a contract on a fair and competitive basis. All performance and technical standards stated in the solicitation must be met as a condition of proposal acceptance.

The successful proposer will be required to enter into a written agreement with the City in which the proposer will undertake certain obligations. These obligations include, but are not limited to; the City of Ridgefield, WA Public Works Construction Contract which are meant to be non-negotiable, but may be modified at the City’s sole discretion. This solicitation and the successful Proposer’s response shall be incorporated in and become a part of the final contract.

In the event that a proposer has concerns with said Contract, they must address those concerns within the question timeframe. Requests to modify the Contract after the solicitation’s closing date and time will not be considered. The City will consider all concerns but is not obligated to change any part of said terms & conditions.

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For contract exceeding $100,000, upon successful completion of contract negotiations, a recommendation will be forwarded to City Council for approval.

Until approved by City Council, no contract can be executed and no award is final.

F. Solicitation General Terms and Conditions

Reimbursement The City will not reimburse proposers for any costs involved in the preparation and submission of responses to this Solicitation or in the preparation for and attendance at subsequent interviews. Furthermore, this Solicitation does not obligate the City to accept or contract for any expressed or implied services. The City reserves the right to request any Proposer to clarify their Proposal or to supply any additional material deemed necessary to assist in the evaluation of the Proposer.

City Business License Pursuant to Ridgefield Municipal Code Chapter 5.04 Contractors will be required to get a City of Ridgefield business license endorsement when performing work within the City of Ridgefield, unless allowable exemptions apply. For additional information, please visit: https://ridgefieldwa.us/businesses/business-license/.

eVerify Contractor shall register and enter into a Memorandum of Understanding (MOU) with the Department of Homeland Security E-Verify program within sixty (60) days after execution of this Contract. Contractor shall ensure all Contractor employees and any sub-Contractor(s) assigned to perform Work are eligible to work in the United States. Contractor shall provide verification of compliance upon City request. Failure by Contractor to comply with this subsection shall be considered a material breach.

Cooperative Purchasing The Washington State Interlocal Cooperation Act, Ch. 39.34 RCW, authorizes public agencies to cooperatively purchase goods and services if all parties agree. By responding to this RFP, Firms/Suppliers agree that other public agencies may purchase goods and services under this solicitation or contract at their own cost and without the City of Ridgefield incurring any financial or legal liability for such purchases. The City of Ridgefield agrees to allow other public agencies to purchase goods and services under this solicitation or contract, provided that the City of Ridgefield is not held financially or legally liable for purchases and that any public agency purchasing under such solicitation or contract file a copy of this invitation and such contract in accordance with RCW 39.34.040.

https://ridgefieldwa.us/businesses/business-license/

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Public Records and Proprietary Material Proposers should be aware that any records they submit to the City or that are used by the City, even if the proposers possess the records, may be public records under the Washington Public Records Act (RCW 42.56). The City must promptly disclose public records upon request unless a statute exempts them from disclosure.

Proposers should also be aware that if even a portion of a record is exempt from disclosure, generally, the rest of the record must be disclosed. Exemptions, including those for trade secrets and "valuable formula," are narrow and specific.

Proposers should clearly mark any record they believe is exempt from disclosure.

Upon receipt of a request for public disclosure, the City will notify the solicitation proposer of any public disclosure request for the proposer's Proposal. If the proposer believes its records are exempt from disclosure, it is the proposer's sole responsibility to pursue a lawsuit under RCW 42.56.540 to enjoin disclosure. It is the proposer’s discretionary decision whether to file such a lawsuit. However, if the proposer does not timely obtain and serve an injunction, the City will disclose the records, in accordance with applicable law.

Federal Debarment – The proposer shall not currently be debarred or suspended from bidding on Public Works Projects by the Federal government. The bidder shall not be listed as a current debarred or suspended bidder on the U.S. Governments System for Award Management (SAM) website.

a. Website: http://www.sam.gov.

Claims against Retainage and Bonds – The proposer shall not have a record of excessive claims filed against the retainage or payment bonds for public works projects during the previous three years, that demonstrate a lack of effective management by the bidder of making timely and appropriate payments to its subcontractors, supplies, and workers, unless there are extenuating circumstances acceptable to the City.

http://www.sam.gov/

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City of Ridgefield, WA

Professional Services Contract

THIS CONTRACT made and entered into and made effective this __________ day of ________________, 2026, by and between the City of Ridgefield, WA, a municipal corporation, hereinafter referred to as "the City", and ______________, hereinafter referred to as the "Consultant", and hereinafter referred to as “Parties.”

WITNESSETH:

That in consideration of the terms and conditions contained herein and attached and made a part of this Contract the Parties hereto covenant and agree as follows:

I) Description of Work.

1.1 Work. The Consultant agrees to provide (Project Name)

____________________________ per Solicitation No.

________________ and Consultant’s response to said Solicitation in accordance with the terms of this Contract, and as described in the Contract Documents, which are by this reference incorporated herein and made a part hereof, hereinafter the “Work”.

1.2 Compliance with Laws. All duties of the Consultant shall be performed in accordance with all applicable federal and state laws and city ordinances as now existing or hereafter adopted or amended.

1.3 Performance Standard. All duties performed by the Consultant or its designees shall be performed in a good workmanlike manner, consistent with accepted practices for other similar services, performed to the City’s satisfaction, within the time period prescribed by this Contract and pursuant to the direction of the City Manager or designee.

II) Term.

2.1 Contract Term. The term of this Contract shall commence on the Effective Date of this Contract and shall be fully complete no later than ________________. This Contract may be extended for four (4) additional one (1) year terms. Any extension of time shall be mutually agreed

Sample Contract

P26015: Downtown Lighting System Improvements Page 18 and executed by the Parties via written Amendment pursuant to Section IX Amendments of this Contract.

III) Termination.

3.1 Termination for Convenience. The City, at its sole discretion, may terminate this Contract for convenience at any time for any reason deemed appropriate. Termination is effective immediately upon notice of termination given by the City. In the event this Contract is terminated prior to the completion of Work, Consultant will only be paid for the Work completed at the time of termination of the Contract.

3.2 Termination for Cause. In the event the Consultant is, or has been, in violation of the terms of this Contract or incorporated documents, the City reserves the right, upon written notice to the Consultant, to cancel, terminate, or suspend this contract in whole or in part for default.

Termination shall be effected by serving a notice of termination on the Consultant setting forth the manner in which the Consultant is in default.

The Consultant will be paid only the contract price for services performed in accordance with the manner of performance set forth in the Contract.

If it is later determined by the City that the Consultant had an excusable reason for not performing, such as a strike, fire, or flood, or events which are not the fault of or are beyond the control of the Consultant, the City after setting up a new delivery or performance schedule, may allow the Consultant to continue work or treat the termination as a termination for convenience.

3.3 Opportunity to Cure. The City at its sole discretion may in lieu of a termination allow the Consultant to cure the defect(s), by providing a “Notice to Cure” to Consultant setting forth the remedies sought by City and the deadline to accomplish the remedies. If the Consultant fails to remedy to the City’s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within the time stated time, the City shall have the right to terminate the Contract without any further obligation to the Consultant. Any such termination for default shall not in any way operate to preclude the City from also pursuing all available remedies against the Consultant and it’s sureties for said breach or default, including but not limited to termination of this Contract for convenience.

3.4 Dispute Resolution. In the event of a dispute between the Parties which cannot be resolved by the contract managers, the Consultant and the City shall review such dispute and may attempt to resolve the dispute. Any controversy or claim arising out of or relating to this Contract or the alleged

P26015: Downtown Lighting System Improvements Page 19 breach of this Contract that cannot be resolved by the Parties within 30 days of receipt of written notice may be submitted to mediation. If the dispute is not resolved through mediation, it shall be submitted to binding arbitration in accordance with the rules and procedures set forth in Chapter 7.04A RCW.

The Parties agree to pay their own attorneys’ fees and expenses.

IV) Compensation.

4.1 City’s Obligation. In consideration of the promises and agreements of the

Consultant as set forth herein, and in consideration of the faithful performance and furnishing of the Work and materials required by this Contract to the satisfaction of the City, the City agrees to pay to the Consultant in the manner and at the times provided hereinafter and in the Contract Documents, and in accordance with the ordinances of the City of Ridgefield and the laws of the State of Washington, the following sum as indicated, which includes Washington State Sales Taxes as applicable: $

i) The amount finally to be paid is, however, variable upon the work actually performed and final payment will be made upon the basis of the amount of work performed and the materials furnished, and at the lump sum or unit prices fixed in the Consultant's Submittal and as modified by any and all approved Amendments.

ii) The Consultant shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment under this Contract.

4.2 Payment to the Consultant. Progress payments to the Consultant shall be made within 30 days of the City’s receipt of Consultant’s invoice and the Consultant’s and any subConsultant’s full compliance with all contractual requirements. The City reserves the right to require Consultant to correct any submitted or paid erroneous invoices according to the rates set forth herein. City and Consultant agree that any amount paid in error by City does not constitute a change in the agreed upon amount; Consultant agrees to issue a refund of any overages paid in error by the City.

V) Payment of Labor.

5.1 Payment to Suppliers. The Consultant agrees to pay in a timely manner all suppliers of labor, materials, and equipment utilized in operations under the Contract.

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5.2 Travel Expenses. Travel expenses are limited to airfare, or mileage at the current IRS rate, and lodging at the U.S. General Services Administration rates. Consultant is solely responsible for its staff’s travel time, including travel to and from the project site. The City will reimburse all pre-approved miscellaneous expenses at-cost upon submission of a detailed receipt.

5.3 Progress Submissions. The Consultant may be required to submit progress vouchers to the City once per month during the progress of the Work for payment for project completed to date. Vouchers submitted shall include the Contract Number designated by the City.

5.4 Final Payment. Final payment of any balance due the Consultant of the total

Contract price earned will be made promptly upon the City’s ascertainment and verification after the completion of the Work.

5.5 Consultant Records. The Consultant's records and accounts pertaining to this agreement are to be kept available for inspection by representatives of the City and of the State of Washington for a period of three (3) years after final payment. Copies shall be made available upon request.

VI) Discrimination Prohibited.

6.1 Discrimination Statement. In the performance of all Work under this

Contract, the Consultant, or its employees, agents, subConsultants or representatives, shall not discriminate against any person because of sex, age (except minimum age and retirement provisions), race, color, creed, national origin, marital status or the presence of any disability, including sensory, mental, or physical handicaps, based upon a bona fide occupational qualification in relationship to hiring and employment. The Consultant shall comply with the Washington Law Against Discrimination (Chapter 49.60 RCW) and with any other applicable federal or state law or local ordinance regarding non-discrimination, including but not limited to 23 USC 3; 29 USC 12 (V); 42 USC 21(V); 42 USC 76; 42 USC 126; 49 CFR 21; and 23 CFR 200. Any material violation of this provision shall be grounds for immediate termination of this Contract by the City and, in the case of the Consultant’s breach, may result in ineligibility for further City agreements.

i) In the event project funding so requires, the Consultant agrees to be bound by the assurances set forth in Exhibits “A” and “E” and to include and require in every sub-contract, the sub-Consultant’s agreement to the assurances of Exhibits A and E, unless exempt by the Regulations or directives issued pursuant thereto.

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VII) Insurance.

7.1 Insurance Term. The from commencement of the Consultant’s work through the term of the Contract and for thirty (30) days after the Physical Completion date, unless otherwise indicated herein.

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

7.3 Minimum Scope of Insurance. Consultant shall obtain insurance of types and amounts described below:

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

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

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

COVERAGE LIMITS OF

LIABILITY

I. Commercial General Liability:

Policy shall include Bodily Injury, Property Damage, Personal Injury and Broad Form Contractual Liability

Each Occurrence $1,000,000 General Aggregate Per Occurrence $2,000,000 Products & Completed Operations Aggregate $2,000,000 Personal and Advertising Injury $1,000,000 Blanket Contractual Liability $1,000,000

II. Commercial Automobile Liability Policy shall include Bodily Injury and Property Damage, for any owned, Hired, and/or Non-owned vehicles used in the operation, installation and maintenance of facilities under this agreement.

Combined Single Limit $500,000 III. Workers' Compensation Per Occurrence- coverage as required by the Industrial Insurance laws of the State of Washington.

Statutory

IV. Professional Liability

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Each Claim Aggregate

$1,000,000 $2,000,000

7.5 Other Insurance Provision. Any Insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it.

7.6 Consultant’s Insurance for Other Losses. The Consultant shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Consultant’s employee owned tools, machinery, equipment, or motor vehicles owned or rented by the Consultant, or the Consultant’s agents, suppliers, Consultants or subConsultants as well as to any temporary structures, scaffolding and protective fences.

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

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

7.9 Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation within two (2) business days of their receipt of such notice.

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

VIII) Indemnity.

8.1 Indemnity Statement. The Consultant shall defend, indemnify and hold the

City, its officers, officials, employees and volunteers harmless from any and all liability including but not limited to demands, claims, causes of action, suits or judgments, claims of copyright or patent infringement, including

P26015: Downtown Lighting System Improvements Page 23 costs, attorney fees and expenses incurred in connection therewith, or whatsoever kind or nature, arising out of, or in connection with, or incident to, the performance of services by Consultant pursuant to this Contract, except for injuries and damages caused by the sole negligence of the City. In the event that any suit based on such a claim, demand, loss, damage, cost, or cause of action is brought against the Consultant, the City retains the right to participate in said suit.

Should a court of competent jurisdiction determine that this Contract is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the Parties. The provisions of this Section shall survive the expiration or termination of this Contract.

IX) Amendments.

9.1 Amendments. Changes to the scope of the Work to be performed, or the amount of the compensation, or the time for completion of the Work may be accomplished only by a written Amendment document, signed by the Consultant and the City.

9.2 Cost Increases. In consideration of market conditions, the City may allow an annual adjustment to compensation paid for the actual cost of services.

Consultant shall submit the request for consideration, together with supporting documentation, at least 30 days before the anniversary of the Effective Date of this Contract. The City will review the request and, at its sole discretion, make a decision. If accepted, the adjustment shall become effective on the anniversary date of the Contract and will be firm for the remainder of the contracted year. All adjustments will be authorized by written contract Amendment.

X) Contract Documents.

10.1 Contract Documents and Order of Precedence. The complete Contract includes these parts and any inconsistency in the parts of the Contract shall

P26015: Downtown Lighting System Improvements Page 24 be resolved by following this order of precedence (e.g., 1 presiding over 2, 2 over 3, 3 over 4, and so forth):

1. Amendments to the Contract,

2. This Contract,

3. Proposer’s Response to Request for Proposals/Qualifications,

4. The Request for Proposals/Qualifications,

5. Special Provisions,

6. Contract Plans,

7. General Provisions,

8. City right of way, or other required City permit.

10.2 Conflicting Provisions. In the event of a conflict between the terms of any Contract Documents, the City Manager or designee shall issue an interpretation to resolve the conflict, which shall be final and binding.

XI) Consultant Responsibilities.

11.1 Engineering Certification Requirements. To the extent required by the State of Washington, the Consultant shall be duly licensed to perform the services required pursuant to Chapter 18.43 RCW.

11.2 Certification Regarding Debarment, Suspension, Or Ineligibility And Voluntary Exlusion—Primary And Lower Tier Covered Transactions.

i) The Consultant, defined as the primary participant and its principals, certifies by signing this Contract that to the best of its knowledge and belief that they:

(1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal or State department or agency.

(2) Have not within a three (3) year period preceding this Contract, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice;

(3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (2) of this section; and

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(4) Have not within a three (3) year period preceding the signing of this contract had one or more public transactions (federal, state, or local) terminated for cause of default.

(5) Where the Consultant is unable to certify to any of the statements in this contract, the Consultant shall attach an explanation to this Contract.

(6) The Consultant agrees by signing this Contract that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the City.

(7) The Consultant further agrees by signing this contract that it will include the clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,” as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions:

(a) The lower tier Consultant certifies, by signing this Contract that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

(b) Where the lower tier Consultant is unable to certify to any of the statements in this contract, such Consultant shall attach an explanation to this Contract.

(c) The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, person, primary covered transaction, principal, and voluntarily excluded, as used in this section, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the City for assistance in obtaining a copy of these regulations.

XII) Intellectual Property.

12.1 Warranty of Noninfringement. Consultant represents and warrants that the Consultant is either the author of all deliverables to be provided under this Contract or has obtained and holds all rights necessary to carry out this Contract. Consultant further represents and warrants that the Services to be provided under this Contract do not and will not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party.

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12.2 Rights in Data. Unless otherwise provided, data which originates from this Contract shall be a "work for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by the City. Data shall include, but not be limited to reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, films, tapes, and sound reproductions. Ownership includes the right to copyright, patent, register, and the ability to transfer these rights.

12.3 Confidentiality. The Consultant agrees that all materials containing confidential information received pursuant to this Contract shall not be disclosed without the City’s express written consent. Consultant agrees to provide the City with immediate written notification of any person seeking disclosure of any confidential information obtained for the City.

XIII) General Terms and Conditions.

13.1 Modification. No provisions of this Contract may be amended or modified except by written Contract signed by the Parties.

13.2 Waiver and Remedies. Any provision of this Contract which is declared invalid or illegal, shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. City’s failure to enforce the terms or conditions herein or to exercise any right or privilege, or the City’s waiver of any breach hereunder shall not thereafter waive any other term, condition, or privilege, whether of the same or similar type. Remedies under this Contract are cumulative; the use of one remedy shall not be taken to exclude or waive the right to use another.

13.3 Assignment. Neither the Consultant nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party.

13.4 Successors in Interest. Subject to the foregoing Subsection, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns.

13.5 Attorney Fees. In the event either party brings a lawsuit to enforce the terms of this Contract, or arising from a breach of this Contract, the prevailing party shall be entitled to its costs and attorneys’ fees for bringing or defending against the action.

13.6 Jurisdiction/Venue. This Contract Governing shall be governed by and interpreted in accordance with the laws of the State of Washington. The

P26015: Downtown Lighting System Improvements Page 27 venue for any dispute related to this Contract or for any action to enforce any…