rfq-29-26-pw-kirkland-lw-blvd-ped-safety.pdf

City of Kirkland

Request for Qualifications

Lake Washington BLVD Pedestrian Safety Enhancement

Federal Aid HSIP-1888(013)

Job # 29-26-PW

Issue Date: August 19 Due Date: September 10–4:00 p.m. (Pacific Time)

REQUEST FOR QUALIFICATIONS

Notice is hereby given that qualifications will be received by the City of Kirkland, Washington, for:

Lake Washington BLVD Pedestrian Safety Enhancement Federal Aid HSIP-1888(013)

Job # 29-26-PW

File with Purchasing Agent, Finance Department, 123 - 5th Ave, Kirkland WA, 98033 Qualifications received later than 4:00 p.m September 10 will not be considered.

A copy of this Request for Qualifications (RFQ) may be obtained from City’s web site at http://www.kirklandwa.gov/. Click on the Business tab at the top of the page and then click on “Doing Business with the City”. All active projects can be found under the opportunities tab.

The City of Kirkland reserves the right to reject any and all qualifications, and to waive irregularities and informalities in the submittal and evaluation process. This RFQ does not obligate the City to pay any costs incurred by respondents in the preparation and submission of qualifications. Furthermore, the RFQ does not obligate the City to accept or contract for any expressed or implied services.

A Service Provider response that indicates that any of the requested information in this RFQ will only be provided if and when the Service Provider is selected as the apparently successful Service Provider is not acceptable, and, at the City’s sole discretion, may disqualify the qualifications from consideration.

The City of Kirkland in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 U.S.C. 2000d to 2000d-4 and Title 49, Code of Federal Regulations, Department of Transportation Subtitle A, Office of the Secretary, Part 21, nondiscrimination in federally assisted programs of the Department of Transportation issued pursuant to such Act, hereby notifies all bidders that it will affirmatively insure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises as defined at 49 CFR Park 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 or national origin in consideration for an award.

In addition to nondiscrimination compliance requirements, the Service Provider(s) ultimately awarded a contract shall comply with federal, state and local laws, statutes and ordinances relative to the execution of the work. This requirement includes, but is not limited to, protection of public and employee safety and health; environmental protection; waste reduction and recycling; the protection of natural resources; permits; fees; taxes; and similar subjects.

Americans with Disabilities Act (ADA) Information The City of Kirkland in accordance with Section 504 of the Rehabilitation Act (Section 504) and the Americans with Disabilities Act (ADA), commits to nondiscrimination on the basis of disability, in all of its programs and activities. This material can be made available in an alternate format by emailing Erin Warner, ADA Coordinator, at EWarner@kirklandwa.gov or by calling collect (425) 587-3216.

Dated this 19th Day of August, 2026 Jacinda Guild 425-587-3123 City of Kirkland

Published in the Seattle Times and the Daily Journal of Commerce – August 19, 2026 and August 26, 2026.

Background Information

Based on the Kirkland 2018-2022 Local Road Safety Analysis, the segment of Lake Washington Blvd from NE 60th Street to NE 52nd Street was assigned Crash Location Priority (CLP) Level 1 due to serious injury crashes involved in pedestrian, cyclist and others. In 2024 Local Road Safety Plan, additional safety enhancement was recommended for this segment.

FSBE Goal The City received federal funds in both design and construction phases. The FSBE goal in design phase is zero. A voluntary SBE goal amount of 10% of the Consultant Agreement in design phase is established. The Consultant shall develop a SBE Participation Plan prior to commencing work. Although the goal is voluntary, the outreach efforts to provide SBE maximum practicable opportunities are not. The design must comply with federal grant requirements including compliance with the WSDOT LAG Manual. The design should comply with City of Kirkland policies and pre-approved plans, where feasible.

Anticipated Scope of Work

The City of Kirkland is currently pursuing the improvement at two intersections, NE 59th ST and NE 58th ST. The selected consultant is expected to design and submit 30%, 60%, 90% design package (drawings, reports, cost estimate, etc.) and final Specifications, and Estimates (PS&E) package based on the scope of work below. The selected consultant is also expected to support bid process, and provide engineering support during construction.

1. Consultant will design the signal modification at NE 59th ST to:

Add two flashing units and modify signage on mast arm.

Evaluate the location of the existing west push bottom pole to determine if it meets ADA requirements.

Convert the solar power of the existing Rectangular Rapid Flashing Beacons (RRFB) to

AC power by adding new service cabinet, meter, correctly sized conductors, appropriate breakers, and required extra capacity for future development.

Identify a suitable location (within City’s ROW) for the new service cabinet.

Add electric conduit crossing street to connect all flashing units and push buttons. A suitable location for the cross-street conduit needs to be identified in design phase.

Modify signage Conduct lighting analysis and modification in accordance with City of Kirkland policy R-

40.

Conduct stopping sight distance (SSD) analysis and modify vegetation (remove, re-plant, trim, etc.)

2. Consultant will design to add safety enhancement at NE 58th ST to:

Add RRFB (signage, flashing units, buttons, poles, etc).

Add median island.

Modify ramps to meet ADA requirements.

Energize the new RRFB facilities with AC power.

Add electric conduit crossing street to connect all flashing units and push buttons. A suitable location for the cross-street conduit needs to be identified in design phase.

Conduct lighting analysis and install lighting facilities if needed.

Conduct stopping sight distance (SSD) analysis and modify vegetation (remove, re-plant, trim, etc.)

3. Consultant will also support:

Channelization design Environmental permitting WSDOT ROW /TCE Certificate Traffic Control & Pedestrian Detour Plans Site restoration

Contract Requirements and Fees

If your qualifications are accepted, the following fees and requirements will be due upon award, prior to issuance of a contract:

Compliance with Law/City of Kirkland Business License Consultant must obtain and provide a copy of a City of Kirkland Business License and otherwise comply with Kirkland Municipal Code Chapter 7.02.

The Consultant shall comply with all applicable State, Federal and City laws, ordinances, regulations, and codes.

1. Insurance Consultant’s insurance should be consistent with the requirements found in the sample agreement shown as Attachment A.

Format of Submittal

The format of your Statement of Qualifications (SOQ) will be at your discretion. However, at a minimum, it shall address the following and not exceed 20 pages, excluding front and back covers or section break pages:

A statement of your basic understanding of the various aspects of the project and both design alternatives.

Your identification of critical project elements and how your project team would handle those elements in order to achieve a successful end result.

A schedule that fits within the schedule above.

Key personnel that will be assigned to this project, their roles, unique skills, experiences, and qualifications for the work.

Examples of similar projects successfully completed through PS&E by your design team, with an emphasis on recent, related projects. Please also include the names and phone numbers of client references that would be most knowledgeable of your firm’s performance on these similar projects.

Format of Interview

After all qualifications are reviewed by the City of Kirkland, at least three firms will be selected for in-person interviews. Consultants selected for an interview should prepare clear and concise presentations that complement the statement-of-qualifications. Scripted interview questions will be sent to each firm prior to interview. Each interview shall not exceed 50 minutes and may consist of:

Consultant introduction, format optional (approx. 5 mins);

Scripted interview questions (approx. 20-35 mins);

Follow up questions and answers (approx. 10 mins).

Review of Submittal and Interview:

Qualifications and interviews will be evaluated and scored by a selection panel consisting of City Staff, followed by reference check. Consultant selection will be based on the scoring of both qualifications and interviews using the following criteria and weighting:

Criteria Score

Qualifications/Expertise of key personnel 0-15

Firm Experience 0-10

Ability to meet schedule 0-10

Past Performance/References 0-15

In-house Expertise 0-10

Familiarity with WSDOT/FHWA standards 0-15

DBE Approach and Commitment 0-15

Approach to Project 0-10

Maximum Points 100

Qualifications Submittal Instructions

Please note: The following general requirements are mandatory for all qualifications.

Qualifications submitted after the deadline date and time or lacking one or more of the following requirements will not be accepted.

1. Qualifications must be sent via email no later than 4:00pm on September 10

(Pacific Time).

2. Emailed qualifications should include, “Lake Washington BLVD Pedestrian

Safety Enhancement – Job # 29-26-PW” in the subject line and be addressed to purchasing@kirklandwa.gov .

3. All qualifications sent electronically must be in the form of a PDF document and cannot exceed 20MB.

4. Please make sure you stay within page limit restrictions on your proposal.

5. All qualifications must include the legal name of the organization, firm, individual or partnership submitting the RFQ. Include the address of the principal place of business, mailing address, phone numbers, emails, fax number (if one exists) and primary contact person.

6. To be evaluated, qualifications must address all requirements and instructions contained within.

7. Provide all references and materials required by the RFQ instructions within.

Questions: All questions regarding the scope of work or evaluation process must be submitted in writing and should be addressed to Minna Yan, Senior Project Engineer, at myan@kirklandwa.gov.

Selection Process

A selection committee will review all qualifications, select finalists and will conduct interviews prior to making the final selection of the consultant.

Prior to the commencement of work, the City and the selected consultant will meet to settle contract details. A notice to the consultant of the City’s award will constitute notice to proceed.

The City is not responsible for any costs incurred by the consultant in the preparation of the response. Once submitted to the City, all qualifications will become public information.

Selection Schedule

The project schedule is as follows:

August 19, 2026 – RFQ Posted September 1, 2026 - Deadline for questions: 5:00 pm September 4, 2026 – Responses for questions posted on City’s website September 10, 2026 – Consultant’s State of Qualifications (SOQ) Due September 18, 2026 – Notice to Interview Candidates September 28-30, 2026 – In-person Consultant Selection Interviews October 7, 2026 – Consultant Selection Results October 21, 2026 – Consultant’s scope and fee submittal October 22 – November 6, 2026 – Scope and Fee Negotiation, WSDOT review December, 2026 – Consultant NTP Summer 2027 – Complete Design package

Questions

Upon release of this RFQ, all communications concerning the RFQ should be directed to the City’s RFQ Coordinator listed below. Unauthorized contact regarding this RFQ with any other City employees may result in disqualification. Any oral communications will be considered unofficial and non-binding on the City. Firms should rely only on written statements issued by the RFQ Coordinator. The City’s RFQ Coordinator for this project is:

Name: Minna Yan, Ph.D., P.E.

Address: City of Kirkland, Public Works 123 5th Avenue, Kirkland, Washington 98033

E-mail: MYan@kirklandwa.gov

All questions must be received before 5:00 PM on September 1st 2026.

Contract

The Consultant and the City will execute an WSDOT Local Agency Professional Services Negotiated Hourly Rate Consultant Agreement for Lake Washington BLVD Pedestrian Safety Enhancement included as Attachment A.

Terms and Conditions

A. The City reserves the right to reject any and all qualifications and to waive minor irregularities in any qualification.

B. Proposers responding to this RFQ must follow the procedures and requirements stated in the RFQ document. Adherence to the procedures and requirements of this RFQ will ensure a fair and objective analysis of your qualifications. Failure to comply with or complete any part of this RFQ may result in rejection of your qualifications.

C. The City reserves the right to request clarification of information submitted and to request additional information on any submission.

D. The City reserves the right to award the contract to the next most qualified consultant if the successful consultant does not execute the contract within 30 days of being notified of selection.

E. Any qualification may be withdrawn up until the date and time set above for opening of the qualifications. Any qualification not so timely withdrawn shall constitute an irrevocable offer, for a period of one hundred and twenty (120) days to sell to the City the services described in the attached specifications, or until one or more of the qualifications have been approved by the City administration, whichever occurs first.

F. The contract resulting from acceptance of a qualification by the City shall be in a form supplied or approved by the City and shall reflect the specifications in this RFQ.

A copy of the WSDOT’s standard Professional Services Agreement is available for review (see attachment A). The City reserves the right to reject any proposed agreement or contract that does not conform to the specifications contained in this RFQ and which is not approved by the City Attorney’s office.

G. The City shall not be responsible for any costs incurred by the consultant in preparing, submitting or presenting its response to the RFQ.

H. Any material submitted by a proposer shall become the property of the City.

Materials submitted after a contract is signed will be subject to the ownership provision of the executed contract.

I. The City reserves the right not to award any portion or all of the project if it finds that none of the qualifications submitted meets the specific needs of the project. The City reserves the right to modify the scope of work and award portions of this RFQ to the selected consultant. The City reserves the right to award this work to multiple vendors if the scope of work would be best completed by multiple consultants and their associated experience.

Public Disclosure

Once submitted to the City, qualifications shall become the property of the City, and all qualifications shall be deemed a public record as defined in "The Public Records Act," chapter 42 section 56 of the RCW. Any qualification containing language which copyrights the submission, declares the entire submission to be confidential, declares that the document is the exclusive property of the proposer, or is any way contrary to state public disclosure laws or this RFQ, could be removed from consideration. The City will not accept the liability of determining what the proposer considers proprietary or not. Therefore, any information in the qualification that the proposer claims as proprietary and exempt from disclosure under the provisions of RCW 42.56.270 must be clearly designated as described in the “Proprietary Material Submitted” section above. It must also include the exemption(s) from disclosure upon which the proposer is making the claim, and the page it is found on must be identified. With the exception of lists of prospective proposers, the City will not disclose RFQ qualifications until a bid selection is made.

At that time, all information about the competitive procurement will be available with the exception of: proprietary/confidential portion(s) of the qualification(s), until the proposer has an adequate opportunity to seek a court order preventing disclosure. The City will consider a proposer’s request for exemption from disclosure; however, the City will make a decision predicated upon RCW 42.56.

Federal Debarment

The consultant shall not currently be debarred or suspended by the Federal government. The consultant shall not be listed as having an “active exclusion” on the U.S. government’s “System for Award Management” database ( www.sam.gov ).

Page 1 of 14 Local Agency Professional Services Negotiated Hourly Rate Consultant Agreement Revised 03/30/2021

Local Agency Professional Services Negotiated Hourly Rate Consultant Agreement

Agreement Number: Does this Require DES filing? Yes No

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

Agreement Number:

myan Architect Attachment A

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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. 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 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.

Agreement Number:

Page 3 of 14 Local Agency Professional Services Negotiated Hourly Rate Consultant

In the absence of a mandatory UDBE, the Consultant shall continue their outreach efforts to provide SBE firms maximum practicable opportunities.

The CONSULTANT, on a monthly basis, shall enter the amounts paid to all firms involved with this AGREEMENT into the wsdot.diversitycompliance.com program. Payment information shall identify any DBE Participation. Non-minority, woman owned DBEs does not count towards UDBE goal attainment.

If to AGENCY:

Name:

Agency:

Address:

City: State: Zip:

Email:

Phone:

Facsimile:

If to CONSULTANT:

Name:

Agency:

Address:

City: State: Zip:

Email:

Phone:

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. This AGREEMENT may require filing with the Department of Enterprise Services (DES) pursuant to RCW 39.26.140. If such approval is required by DES, this AGREEMENT shall not bind the AGENCY until approved by DES. If the AGREEMENT must be approved by DES, work cannot begin, nor payment made until ten (10) or more working days following the date of filing, and until approved by DES. Any subsequent SUPPLEMENTAL AGREEMENT may also be subject to filing and/or approval from DES. All work under this AGREEMENT shall 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. Agreement Number:

Page 4 of 14 Local Agency Professional Services Negotiated Hourly Rate Consultant

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,

www.ecfr.gov

Page 5 of 14 Local Agency Professional Services Negotiated Hourly Rate Consultant

B. 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. 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 AGENCY upon request. All above charges must be necessary for the SERVICES provided under this AGREEMENT.

C. 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.

D. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in A and B above. The monthly billings shall be supported by detailed statements 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.

E. 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 the 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.

F. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY and the United States, for a period of six (6) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this AGREEMENT is initiated before the expiration of the six (6) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed.

An interim or post audit may be performed on this AGREEMENT. The audit, if any, will be performed by the State Auditor, WSDOT’s Internal Audit Office and /or at the request of the AGENCY’s Project Manager.

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VI. Sub-Contracting

VII. Employment and Organizational Conflict of Interest

Page 7 of 14 Local Agency Professional Services Negotiated Hourly Rate Consultant

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), 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

Page 9 of 14 Local Agency Professional Services Negotiated Hourly Rate Consultant 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/or the AGENCY, their agents, officers, employees, sub-consultants, subcontractors or vendors, of any tier, 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 the AGENCY, its agents, officers, employees, sub-consultants, subcontractors and or vendors, of any tier, or any other persons for whom the STATE and/or the 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, its 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’s and/or the AGENCY’s, their agents’, officers’ and employees’ failure to comply with specific written instructions regarding use provided to STATE and/or the 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. This waiver has been mutually negotiated by the Parties.

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.