RFQ 150th Ave Improvements.pdf

Connected Community Enhanced Livability

Environmental Sustainability

Form Rev. 2026-10-19

Request for Qualifications 150th Avenue NE Improvements

Project Number: 2324

QUALIFICATIONS DUE: November 20, 2026, at 4:00 p.m.

TABLE OF CONTENTS

General Information Project Information Scope of Work Submittal Content Submittal Requirements Evaluation and Selection Process Terms and Conditions

Appendix A: Local Agency A&E Professional Services Negotiated Hourly Rate Consultant

Agreement

1 150th Avenue NE Improvements City of Redmond November 2026

General Information

Introduction

The City of Redmond (Redmond or the City) is soliciting interest from consulting firms under this Request for Qualifications (RFQ) for design services for the construction of the 150th Ave NE Improvements project. The successful consultant/team will prepare a design report, permits, plans, specifications, and estimates.

Questions regarding this project or solicitation must be submitted to Micah Ross at mross@redmond.gov or 425-556-2728 Redmond staff will not answer questions directly, but will collect questions and post responses on redmond.gov/bids. Answers to questions submitted by 5:00 p.m. on November 11 will be posted by November 13. Questions submitted after the November 11 deadline will not be answered.

Any additional information or addendums will be posted to redmdond.gov/bids. The City recommends signing up for text or email alerts to receive notification of updates to this bid posting.

Schedule and Project Programming

The following table outlines key dates in this RFQ process.

Item Date Solicitation publication/announcement November 3 Last day to submit questions or Requests for Clarification November 11 Submittals due November 20 Review period November 20 – December 4 Shortlisted consultants notified December 7 Interviews with shortlisted consultants Week of December 14 Notification of selection December 18 Negotiation with selected consultant(s) December – February Contract award anticipated March 2027

Americans with Disabilities Act (ADA) Information

The City of Redmond 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 Customer Service Division at info@redmond.gov or by calling 425-556-2900, Option 7.

Disadvantaged/Small Business Enterprise Participation

Participation for Disadvantaged Business Enterprises (DBE) or Federal Small Business Enterprises (FSBE) is encouraged. In keeping with Washington State goals, a voluntary SBE goal amount of ten percent of the Consultant Agreement is established. The Consultant shall

2 150th Avenue NE Improvements City of Redmond November 2026 include a SBE Participation Plan with their submittal. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not.

Title VI Statement

The City of Redmond, in accordance with Title VI of the Civil Rights Act of 1964, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises as defined at 49 Code of Federal Regulations Part 26 will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, national origin, or gender in consideration for an award.

Project Information

Background

The primary goal of the project is to widen 150th Ave NE in the vicinity of the 4600 Block to provide adequate roadway space for new on-street bicycle lanes, filling the gap between existing bike lanes to the north and south. This will be achieved by widening the roadway to the west, maintaining the existing frontage improvements on the east side of the street.

Construction will include grading, retaining walls, and stormwater. A new RRFB crossing will also be included near Microsoft Building 126.

Right of way acquisition is necessary for the project and will be led by the consultant team.

The project is locally funded and does not have any DBE goals or other federal or state aid requirements.

Estimated construction cost: $1,300,000 - $1,800,000 Target construction start: Spring 2028

Project Funding

This project is funded through Community Facilities District 2016-1 (CFD) in the amount of $2,971,000. The project will be administered as a typical locally funded City capital project.

Project Challenges and Constraints

The primary challenges for this project are expected to be typical to roadway widening projects, including utilities, tree removal, and right-of-way constraints. Some additional right-of-way and easements are expected to be necessary.

Scope of Work

Consultant Scope

Consultant shall provide preliminary and final engineering design services and other work including:

3 150th Avenue NE Improvements City of Redmond November 2026

Task 1 – Project Administration

• Prepare monthly progress reports and invoices

• Provide initial project schedule and monthly updates on milestones

• Attend project meetings

• Manage sub-consultants

• Quality Assurance/Quality Control of all deliverables

• Coordinate plan revision and response to City comments on all deliverables

• Regular communication with City project manager on progress, problems, and issues

Task 2 – Scoping and Initial Concept

• Identify significant issues and major scope items

• Determine specific deliverables from consultant and subconsultants

• Attend kick-off meeting with key City staff to initiate project design

• Research existing conditions and compile available documentation

Task 3 – Preliminary Design

• Survey

• Underground utility verification

• Geotechnical investigation and analysis for retaining walls

• Prepare Stormwater Checklist

• Prepare 30% Design Drawings and Cost Estimate – submit plans for City staff review and then revise plans and provide written response to comments o Title sheet with project location and plan index o General notes sheet with legend o Existing Conditions with Right-of-Way and Easements o Demolition and Removal o Site Grading o Roadways – Paving, channelization, signing o Sidewalks, Curb and Gutter, ADA ramps o Traffic Signal Plans – RRFB pole locations o Illumination o Structures – Walls

Task 4 – Right of Way

• The consultant team will lead the process to secure needed property rights, including all easements for access and construction, maintenance, and permanent rights.

• Obtain any title reports or related property information

• Prepare legal descriptions and exhibits

Task 5 – Environmental and Permitting

• Determine regulatory requirements and required permits or approvals

• Prepare permit applications, reports, and other documentation and correspondence o State Environmental Policy Act (SEPA) Checklist o Tree Removal

4 150th Avenue NE Improvements City of Redmond November 2026

Task 6 – Final Design

• Prepare 60% and 90% Design Drawings, Specifications, and Cost Estimate – submit plans for City staff review and then revise plans and provide written response to comments o Title sheet with project location and plan index o General notes sheet with legend o Existing Conditions with Right-of-Way and Easements o Temporary Erosion and Sedimentation Control (TESC) o Demolition and Removal, Tree protection o Site Grading o Roadways -Paving, channelization, signing o Sidewalks, Curb and Gutter, ADA ramps – Plan, profile, paving/concrete o City and franchise utility relocation/adjustment o Structures – Walls – Type, elevation details, drainage o Traffic Control Plans o Prepare Stormwater Report

• Create Record of Materials (ROM)

Task 7 – Advertising and Bidding

• Finalize contract documents for advertisement (plans and specifications)

• Provide engineer’s estimate of construction costs

• Respond to bidder’s questions

• Prepare addendums

Task 8 – Other Services

• Public outreach support – prepare graphics for postal mailers, staff presentations to Boards and Committees

Optional Services

The City, at its discretion, may supplement the scope of services to include any or all of the tasks noted below.

• Additional Investigations and Design Services

• Construction Engineering Support

• Construction Management

• Inspection Support

• Record Drawings Preparation

A detailed scope of work and budget for optional services will be negotiated at the time of request. A supplement to the consultant services agreement will be issued prior to work commencing on optional services.

5 150th Avenue NE Improvements City of Redmond November 2026

City of Redmond Scope

The City of Redmond will provide:

• Record drawings and/or design documents from past projects

• Available Utility and GIS data

• City standard templates for property rights, e.g. easement templates

Submittal Content

The following items must be included in the submittal package for it to be considered complete and responsive.

• Describe project understanding

• Describe design approach and project needs

• Describe similar relevant experience

• Describe the design team qualifications with similar projects

• Design team members and organization chart

• Proposed schedule, scope and man hour budget. The preliminary labor estimate requested in this solicitation supplements the consultant’s narrative and provides the selection team with insight into the consultant’s understanding of the project, proposed approach, and ability to perform the work.

• Describe budget tracking system

• Describe project management approach

• Describe quality control and quality assurance (QA/QC) measures

• Method for consultant’s project reporting

• Describe consultant’s approach for project coordination with subconsultants

• Proposed public involvement/notification strategy

• DBE Participation/SBE Plan

Submittal Requirements

1. Submittals must be received by 4:00 p.m. November 20, 2026. Submittals shall be in PDF format and emailed to mross@redmond.gov, with “150th Avenue Improvements RFQ” and company name in the subject line. Email attachment size limit is 20 MB. An email response will be provided to confirm receipt of submittal. Late submittals will not be evaluated. The City is not responsible for delays by any outside party.

2. Maximum of 15 pages (one page is equivalent to one side of an 8.5x11 sheet of paper). Pages are to be letter size (8.5x11). A page size of 11x17 is acceptable, but will count as two pages. Font size to be a minimum of 11 pt Arial (or equivalent) and margins are to be a minimum of 0.5” on all sides. Page count does not include cover, table of contents, letter of interest, resumes, and SBE Plan.

6 150th Avenue NE Improvements City of Redmond November 2026

Evaluation and Selection Process

Submittals will be evaluated on the following criteria:

• Project Understanding (20 pts): Demonstrate project understanding including how the team plans to address the challenges unique to this project.

• Design Team Qualifications (20 pts): Show a comprehensive organization chart (or similar explanation of team member roles and responsibilities) including summary of each firm on the team (office locations, number of staff and area of expertise) and resumes of key team members. Team member qualifications and roles, particularly Project Manager qualifications, are important.

• Project Approach (30 pts): Develop a project-specific approach to managing and delivering this project to Redmond while meeting the unique goals of this project and addressing anticipated challenges. Include a proposed design scope of work showing the major tasks correlated to a design schedule. Please include the estimated consultant hours to complete the work for each major task (used to understand consultant’s project approach and level of effort through assignment of hours; hours will not be used for selection). Include the percentage of time availability for the Project Manager and the team for this project in relation to anticipated other active projects.

• Relevant Project Experience (30 pts): Demonstrate consultant/consultant team experience with relevant projects similar in scope and size, and experience with Redmond. Emphasis is placed on both the Project Manager’s experience and on the number of months/years the same consultant team staff has worked together.

During evaluation, Redmond may consider the following:

• Experience in designing/surveying the type of project envisioned

• Quality of previous performance

• Ability to meet contract deadlines

• Responsiveness to solicitation requirements

• Compliance with statutes and rules relating to contracts or services

• Approach to meet the SBE goal

• References

• Staff availability for the project

• History of errors and omissions via reference checks

Redmond reserves the right to reject any or all submittals and to waive any irregularities or information in the evaluation process. The final decision is at Redmond’s sole discretion and respondents to this request have no appeal rights or procedures guaranteed to them.

As part of the selection process, Redmond reserves the right to conduct interviews as needed if it is in the best interest of the City for purposes of additional information or clarification.

7 150th Avenue NE Improvements City of Redmond November 2026

Terms and Conditions

Submittal Costs: All submittal preparation costs are the sole responsibility of the proposer.

Redmond will not reimburse any costs associated with the preparation and/or submission of qualifications.

Agreement: The selected firm(s) will be required to enter into a Local Agency A&E Professional Services Negotiated Hourly Rate Consultant Agreement (published by WSDOT) with Redmond. A copy of the agreement is included in Appendix A.

Redmond Business License: The selected firm, and each of its sub-consultant firms in cases where a team is formed, will be required to obtain a Redmond business license prior to performing any work for the City and to maintain the license throughout the project’s life.

Business license information can be found at https://www.redmond.gov/businesslicense.

Proposed Personnel: The consultant agrees to provide all professional personnel necessary to perform the scope of work, including key individuals named in the consultant's RFQ submittal.

These key personnel shall remain assigned for the duration of the project, unless otherwise agreed to in writing by the City. In the event the consultant proposes to substitute any of key personnel, the individual(s) proposed must demonstrate similar qualifications and experience as required to successfully perform such duties. Redmond shall have the sole right to determine whether key personnel proposed as substitutes are qualified to work on the project. Redmond shall not unreasonably withhold approval of staff changes.

Insurance: The selected firm(s) must have insurance as outlined in the Consultant Agreement (Appendix A).

150th Avenue NE Improvements City of Redmond November 2026

Appendix A

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

Local Agency A&E Professional Services Agreement Number ____________ Negotiated Hourly Rate Consultant Agreement Revised /20 Page 1 of 4

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

Agreement Number:

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

Address Federal Aid Number

UBI Number Federal TIN

Execution Date Completion Date

1099 Form Required

Yes No

Federal Participation

Yes No Project Title

Description of Work

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

Maximum Amount Payable:

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

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

Negotiated Hourly Rate Consultant Agreement Revised / /20 Page 2 of 4

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

WHEREAS, the AGENCY desires to accomplish the work referenced in “Description of Work” on page one (1) of this AGREEMENT and hereafter called the “SERVICES;” and does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary SERVICES; and

WHEREAS, the CONSULTANT represents that they comply with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish consulting services to the

AGENCY.

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

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

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

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

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

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

Negotiated Hourly Rate Consultant Agreement Revised / /20 Page 3 of 4

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

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

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

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

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

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

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

If to AGENCY: If to CONSULTANT:

Name: Name:

Agency: Agency:

Address: Address:

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

Email: Email:

Phone: Phone:

Facsimile: Facsimile:

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

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

Negotiated Hourly Rate Consultant Agreement Revised / /20 Page 4 of 4

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

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

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

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

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

AGREEMENT.

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

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

Negotiated Hourly Rate Consultant Agreement Revised / /20 Page 5 of 4

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

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

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

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

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

Negotiated Hourly Rate Consultant Agreement Revised / /20 Page 6 of 4

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

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

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

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

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

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

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

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

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

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

Agreement Number:

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

• Title VI of the Civil Rights Act of 1964

(42 U.S.C. Chapter 21 Subchapter V § 2000d through 2000d-4a)

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

• Rehabilitation Act of 1973

(29 U.S.C. Chapter 16 Subchapter V § 794)

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

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

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

• 23 CFR Part 200

• 49 CFR Part 21

• 49 CFR Part 26

• RCW 49.60.180

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

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

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

AGREEMENT.

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

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

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

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

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

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

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

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

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

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

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

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

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

Negotiated Hourly Rate Consultant Agreement Revised / /20 Page 9 of 4 to defend or indemnify the STATE and the AGENCY and their officers and employees against and hold harmless the STATE and the AGENCY and their officers and employees from claims, demands or suits based solely upon the negligence of, or breach of any obligation under this AGREEMENT by the STATE and the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tie , or any other persons for whom the STATE and /or the AGENCY may be legally liable; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT is legally liable, and (b) the STATE and/or AGENCY, their agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and/or AGENCY may be legally liable, the defense and indemnity obligation shall be valid and enforceable only to the extent of the CONSULTANT’s negligence or the negligence of the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable. This provision shall be included in any AGREEMENT between CONSULTANT and any sub-consultant, subcontractor and vendor, of any tier.

The CONSULTANT shall also defend, indemnify, and hold the STATE and the AGENCY and their officers and employees harmless from all claims, demands, or suits at law or equity arising in whole or in part from the alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions by the CONSULTANT or the CONSULTANT’s agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable, in performance of the Work under this AGREEMENT or arising out of any use in connection with the AGREEMENT of methods, processes, designs, information or other items furnished or communicated to STATE and/or the AGENCY, their agents, officers and employees pursuant to the AGREEMENT; provided that this indemnity shall not apply to any alleged patent or copyright infringement or other allegedly improper appropriation or use of trade secrets, patents, proprietary information, know-how, copyright rights or inventions resulting from STATE and/or AGENCY’s, their agents’, officers and employees’ failure to comply with specific written instructions regarding use provided to STATE and/or AGENCY, their agents, officers and employees by the CONSULTANT, its agents, employees, sub-consultants, subcontractors or vendors, of any tier, or any other persons for whom the CONSULTANT may be legally liable.

The CONSULTANT’s relation to the AGENCY shall be at all times as an independent contractor.

Notwithstanding any determination by the Executive Ethics Board or other tribunal, the AGENCY may, in its sole discretion, by written notice to the CONSULTANT terminate this AGREEMENT if it is found after due notice and examination by the AGENCY that there is a violation of the Ethics in Public Service Act, Chapter

42.52 RCW; or any similar statute involving the CONSULTANT in the procurement of, or performance under, this AGREEMENT.

The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT’s own employees or its agents against the STATE and/or the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. The Parties have mutually negotiated this waiver.

Unless otherwise specified in this AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the project. Subject to the processing of a new sole source, or an acceptable supplemental AGREEMENT, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for proper construction techniques, job site safety, or any construction contractor’s failure to perform its work in accordance with the contract documents.

The CONSULTANT shall obtain and keep in force during the terms of this AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW.

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Insurance Coverage

A. Worker’s compensation and employer’s liability insurance as required by the STATE.

B. Commercial general liability insurance written under ISO Form CG 00 01 12 04 or its equivalent with minimum limits of one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) in the aggregate for each policy period.

C. Business auto liability insurance written under ISO Form CG 00 01 10 01 or equivalent providing coverage for any “Auto” (Symbol 1) used in an amount not less than a one million dollar ($1,000,000.00) combined single limit for each occurrence.

Excepting the Worker’s Compensation Insurance and any Professional Liability Insurance, the STATE and AGENCY, their officers, employees, and agents will be named on all policies of CONSULTANT and any sub-consultant and/or subcontractor as an additional insured (the “AIs”), with no restrictions or limitations concerning products and completed operations coverage. This coverage shall be primary coverage and non-contributory and any coverage maintained by the AIs shall be excess over, and shall not contribute with, the additional insured coverage required hereunder. The CONSULTANT’s and the sub-consultant’s and/or subcontractor’s insurer shall waive any and all rights of subrogation against the AIs. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by this AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time.

All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to:

Name:

Agency:

Address:

City: State: Zip:

Email:

Phone:

Facsimile:

No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the

AGENCY.

The CONSULTANT’s professional liability to the AGENCY, including that which may arise in reference to section IX “Termination of Agreement” of this AGREEMENT, shall be limited to the accumulative amount of the authorized AGREEMENT or one million dollars ($1,000,000.00), whichever is greater, unless the limit of liability is increased by the AGENCY…