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Request for Proposal with Qualifications Professional Services for Organizational Health Services Request for Proposal with Qualifications Project Number: 2018-04 Page | 1 of 5 Request for Proposal with Qualifications Organization Health Services Project # 2018-04 April 2, 2018 The Everett Housing Authority has a strategic objective of achieving Organizational Health at all levels of the agency in a fast-changing and demanding internal and external context. EHA is seeking a consultant to assess the functioning of the organizational leadership of the agency, including the Executive Director and his direct reports and their working relationships. The assessment will lead to a workplan that may include executive coaching and a plan to ensure that the leadership team can foster a high level of organizational health in a context of rapid external and internal change. DEADLINE FOR SUBMITTALS: NO LATER THAN 1:30 P.M. (PST) On April 25, 2018 SCHEDULE DATE POSTED 04-02-2018 QUESTIONS BY 04-11-2018 at 1:30 PM PST ANSWERED BY 04-12-2018 by 1:30 PM PST PROPOSALS DUE BY 04-25-2018 by 1:30 PM PST AGREEMENT ANTICIPATED TO BE SIGNED NO LATER THAN 05-09-2018 TITLE Page 1.1 Background Information 2 1.2 Services to be Provided Key Qualifications 2 2 1.3 Schedule 3 1.4 RFP-Q Process 3 1.5 Schedule 3 1.6 Evaluation Criteria and Submittal Requirements 4-5 Last Page ATTACHMENTS A: EHA Vendor Information Form 1-1 B: Section 3 Business Certification Form 1-3 C: W-9 Form 1-1 D: OMWBE Survey Form 1-1 E: Non-Collusive Affidavit 1-1 F: Insurance Requirements 1-2 G-(Sample) General Contract for Professional Services 1-5

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Page 1: Request for Proposal with Qualifications Organization Health … · Request for Proposal with Qualifications Professional Services for Organizational Health Services Request for Proposal

Request for Proposal with Qualifications Professional Services for Organizational Health Services

Request for Proposal with Qualifications Project Number: 2018-04

Page | 1 of 5

Request for Proposal with Qualifications Organization Health Services

Project # 2018-04 April 2, 2018

The Everett Housing Authority has a strategic objective of achieving Organizational Health at all levels of the agency in a fast-changing and demanding internal and external context. EHA is seeking a consultant to assess the functioning of the organizational leadership of the agency, including the Executive Director and his direct reports and their working relationships. The assessment will lead to a workplan that may include executive coaching and a plan to ensure that the leadership team can foster a high level of organizational health in a context of rapid external and internal change. DEADLINE FOR SUBMITTALS: NO LATER THAN 1:30 P.M. (PST) On April 25, 2018

SCHEDULE DATE POSTED 04-02-2018 QUESTIONS BY 04-11-2018 at 1:30 PM PST ANSWERED BY 04-12-2018 by 1:30 PM PST PROPOSALS DUE BY 04-25-2018 by 1:30 PM PST AGREEMENT ANTICIPATED TO BE SIGNED NO LATER THAN 05-09-2018

TITLE Page 1.1 Background Information 2 1.2 Services to be Provided Key Qualifications

2 2

1.3 Schedule 3 1.4 RFP-Q Process 3 1.5 Schedule 3 1.6 Evaluation Criteria and Submittal Requirements 4-5

Last Page

ATTACHMENTS A: EHA Vendor Information Form 1-1 B: Section 3 Business Certification Form 1-3 C: W-9 Form 1-1 D: OMWBE Survey Form 1-1 E: Non-Collusive Affidavit 1-1 F: Insurance Requirements 1-2 G-(Sample) General Contract for Professional Services 1-5

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Request for Proposal with Qualifications Professional Services for Organizational Health Services

Request for Proposal with Qualifications Project Number: 2018-04

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1.1 BACKGROUND INFORMATION The Everett Housing Authority is a municipal corporation, created in 1942 by Washington State Law (RCW35.82) and City of Everett Council resolution, to provide rental housing and related services to lower income and disabled persons. EHA is governed by a five-member Board of Commissioners, appointed by the Mayor of the City of Everett and confirmed by City Council. The Executive Director is appointed by and reports to the Board and provides direction to staff and management. 1.2 SERVICES TO BE PROVIDED The Everett Housing Authority has a strategic objective of achieving Organizational Health at all levels of the agency in a fast-changing and demanding internal and external context. EHA is seeking a consultant to assess the functioning of the organizational leadership of the agency, including the Executive Director and his direct reports and their working relationships. The assessment will lead to a workplan that may include executive coaching and a plan to ensure that the leadership team can foster a high level of organizational health in a context of rapid external and internal change. The leadership team consists of six senior staff and the executive director. The consultant will deliver, at a minimum, the following: • An assessment of the Executive Director’s leadership strengths and weaknesses. • An assessment of the health of the relationships among the members of the senior leadership team. • An assessment of the appropriateness of organizational structure of the organization in relation to its

objectives and mission. • A proposed workplan to address any weaknesses identified in the assessments, including executive

coaching. • A plan to evaluate progress towards meeting the goals and objectives outlined in the workplan.

KEY QUALIFICATIONS The successful firm will have a demonstrated competence in providing professional assessments and guidance in the areas of: • Organizational leadership, including leadership in the public sector. • Organizational change and change management. • Emotional intelligence as a key component of leadership. • Cultural competence and diversity and the impacts of race and culture in the workplace.

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Request for Proposal with Qualifications Professional Services for Organizational Health Services

Request for Proposal with Qualifications Project Number: 2018-04

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1.3 Schedule

The assessment will lead to a workplan that may include executive coaching and a plan to ensure that the leadership team can foster a high level of organizational health in a context of rapid external and internal change. It is anticipated that the initial assessment will take upwards to 12 weeks to complete the assessment and produce a report with recommendations to the housing authority. Implementation of the work plan to take place over a 3-month period with quarterly reviews of how the work plan is progressing. 1.4 RFP/Q PROCESS The purpose of this solicitation is to select a company that, in EHA's sole judgment, appears to be the best qualified for this project. EHA does not guarantee that any work to any company will result from this solicitation. EHA expressly reserves the right, during the original term and all renewal terms of the contract(s) resulting from this RFP/Q, to solicit similar or related services from other providers. EHA may award contracts to other vendors or use other contractors or consultants to perform similar or related work in this time period. EHA reserves the right to reject any and all statements submitted, and to waive minor informalities in statements submitted. Qualifications and performance statements will be reviewed and evaluated using the scoring as listed in this document. EHA will review all submittals, perform reference checks, interview finalists (if deemed necessary by the panel), and make recommendations to the Executive Director. The selection panel will rank companies according to EHA’s determination of qualification and cost proposals. 1.5 SCHEDULE 1) Questions regarding this RFP/Q should be addressed in writing, to Brenda McLeod, Assistant Director

of Procurement and Contracts at [email protected]

Questions will be accepted until close of business (1:30 PM PST) on April 11, 2018, with responses no later than close of business on April 12, 2018.

2) Proposals are due on April 25, 2018 by 1:30PM to the address listed on in Section 1.6. 3) Review and company selection will take place the following week. Anticipate signing an engagement

letter no later than May 9, 2018.

4) Scheduling availability shall be addressed in your submittal under Tab 2.

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Request for Proposal with Qualifications Professional Services for Organizational Health Services

Request for Proposal with Qualifications Project Number: 2018-04

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1.6 EVALUATION CRITERIA and SUBMITTAL REQUIREMENTS Only emailed submittals will be accepted, they must be delivered in one (1) email, with no late section submittals or changes after initial receipt of the packet, with the subject line of the email clearly stating that this is a "Company Name--Submittal for Professional Services: Project 2018-04" to [email protected] . Responses shall contain information in the following tabbed order as listed. Identify each section to facilitate quick reference. EHA reserves the right to waive any irregularities in the submission package and process. There are 25 total points possible in the evaluation process. Companies interested in submitting a response to this RFP/Q should develop a submittal that best illustrates their expertise in the areas identified in the selection criteria below. Tab 1: (5 points) Contractor Qualifications:

Please describe in detail your qualifications as they relate to Section 1.2 for Key Qualifications. (Limit 3 pages)

Tab 2: (5 points) Schedule:

Letter acknowledging the time frame of completion of the reports as set out in this solicitation and if awarded the project that your company will be able to meet those deadlines and how you can facilitate the completion of the assessments and evaluations in the time frame presented.

Describe in detail the proposed schedule. (Limit 2 pages) Tab: 3: (5 points) References:

Reference letters from at least three companies of previously completed projects, where your company has completed these types of assessment reports. Please make sure to provide current contact names and email addresses. (Limit 3 pages)

Tab 4: (5 points)

Detailed Cost Proposal for the services as listed in Section 1.2. (Limit 2 pages)

Tab 5: (5 points) EHA Required Forms: (All required forms are attachments to this request)

A) Vendor Information Form; B) Section 3 Business Certification Form; C) W-9 Form; D) OMWBE Report Form; E) Non-Collusive Affidavit; F) Insurance Requirement: - This is for informational purposes only. This is not part of the

submittal requirements. You will only need to provide this if you are awarded the project.

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Request for Proposal with Qualifications Professional Services for Organizational Health Services

Request for Proposal with Qualifications Project Number: 2018-04

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5) Fillable forms can be found on our website at www.evha.org

• Doing Business with EHA • Universal Bid Documents

o Vendor Information Form o Section 3 Business Certification Form o W-9 Form o OMWBE Survey Form o Non-Collusive Affidavit

End of RFP/Q 2018-04

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ATTACHMENT A

EVERETT HOUSING AUTHORITY

VENDOR INFORMATION SHEET Company Name:

Billing Address:

City State Zip:

Location Address:

City State Zip:

Phone: Fax:

Contact Person:

Email Address:

Federal ID # Are you incorporated?

Yes No

Attach current W-9 form

Do you have a City of Everett Business License? Yes No If not, provide proof of applying.

You must have this to conduct business in the City of Everett.

Unified Business ID # (UBI) Washington State Only:

Are you a minority contractor? Yes No

On what basis are you a minority contractor? Please select one of the following: 1 2 3 4 5 6 7 8

White American

Black American

Native American

Hispanic American

Asian Pacific

American

Hasidic Jews

Woman Please circle

ethnicity

Other; Please describe:

Are you a Section 3 Vendor? For more detail please email your request to [email protected]

Vendor claims Section 3 status if business if 51 percent or more owned and actively operated by Section 3 residents.

Vendor claims Section 3 status by claiming at least 30% of their workforce are currently Section 3 residents or were Section 3 eligible residents within 3 years of date of first employment with the business.

Vendor claims Section 3 status by subcontracting 25% of the dollar award to qualified Section 3 businesses.

Are you a member of state procurement or a cooperative agreement? If yes, please list all agreements you are a party to:

EHA Use only Vendor Number

1099 Yes/No

Date

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Attachment B: Section 3 Business Certification Form

Request for Proposal with Qualifications Page 1 of 3

24 CODE OF FEDERAL REGISTER PART 135 COMMONLY KNOWN AS "SECTION 3"

March 1995 The above interim rule established by the Department of Housing and Urban Development applies to the activities included in this bid document. A summary of the requirements are stated herewith.

BIDDER PREFERENCE The provisions of this rule require the Housing Authority extend a preference in awarding of contracts to businesses meeting any one of the following three criteria: 1. If the business is 51 percent or more owned and actively operated by Section 3

residents. Businesses meeting this preference category will be given between a 3% and 5% preference. The preference of 5% will be given to businesses owned by residents of the development in which the contract work will occur. The preference of 4% will be given to businesses owned by other EHA public housing residents. The preference of 3% will be given to businesses owned by other Section 3 residents that do not live in EHA public housing.

2. If at least 30 percent of the business' employees reside in this metropolitan area

and are currently low or very-low income families or were at their time of hire (applies only to hires within the past three years). Businesses meeting this preference category will be given a 2% preference.

3. If the contractor provides evidence of a commitment to subcontract in excess of

25 percent of the dollar award of all subcontractors to businesses who meet criteria 1 or 2 above. Businesses meeting this preference category will be given a 1% preference.

The definition of a Section 3 Resident is a person residing in the King/Snohomish County area whose annual family income is less than:

2017

Persons in Family 1 2 3 4 5 6 7

Very Low (50%) Income Limits 33,600 38,400 43,200

48,000 51,850 55,700 59,550

Extremely Low (30%) Income Limits 20,200 23,050 25,950

28,800 31,150 33,450 37,140

Low (80%) Income Limits 50,400 57,600 64,800 72,000 77,800 83,550 89,300

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Attachment B: Section 3 Business Certification Form

Request for Proposal with Qualifications Page 2 of 3

The following is used to illustrate how the preferences will be applied to determine the low bid.

BIDDER BID AMOUNT

BID ADJUSTED FOR PREFERENCE

MEETS PREFERENCE #

Company A 50,000 47,500 #1 Company B 49,650 48,657 #2 Company C 47,600 47,124 #3 Company D 47,550 47,550 None Provided that Company C met all other bid requirements, it would be awarded the contract for $47,600 ($47,600 x 99% = $47,124). If your business meets any of the above preference criteria, indicate such on the bid form by identifying the preference for which your business qualifies.

CONTRACTUAL REQUIREMENTS

Further, the contractor will be required to: 1. Notify in writing, each labor organization or representative of workers with which

the contractor has a collective bargaining agreement of the requirements of Section 3. Additionally, said notice shall be posted at the work-sites. This notice shall contain a listing of all positions anticipated to be filled with new employees during the course of the contract, availability of apprenticeship and training positions, the minimum qualifications, the name and location of the person taking applications for each of the positions and the anticipated date the work shall commence.

2. The contractor must certify that any vacant employment positions, including

training positions, that are filled a) after the contractor is selected but before the contract is executed,

and b) with persons other than those to whom the regulations of 24 CFR

part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135.

3. The Contractor shall make every attempt to fill new hires from Section 3

Residents who reside in King/Snohomish Counties. 4. At the conclusion of the Contract, the Contractor shall provide to the Authority a

report of all employees hired during the course of this contract including the following information:

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Attachment B: Section 3 Business Certification Form

Request for Proposal with Qualifications Page 3 of 3

a) Position Title Low Income at Time of Hire Very Low Income at Time of Hire Employee Address at Time of Hire Referral Source Employed by General Contractor Employed by Sub-contractor Is Employment Anticipated to Continue b) Any Sub-contractor failing to comply with the provisions of Section 3. Noncompliance with the above regulations may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. A full copy of 24 CFR Part 135 is available up request from the Housing Authority. This certifies that the firm qualifies for the "Section 3" Bidder Preference by meeting preference # or this statement is not applicable. The bidder acknowledges the contractual requirements as listed above and will adhere to those requirements.

Signature and Date Type or Printed Name Title Company Name Company Address

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EVERETT HOUSING AUTHORITY ATTACHMENT D

WMBE PLEASE COMPLETE THIS SURVEY AND RETURN WITH YOUR BID/PROPOSAL DOCUMENTS.

NOT SUBMITTING THIS SURVEY WILL NOT DISQUALIFY YOUR BID/PROPOSAL. THIS IS FOR INFORMATIONAL PURPOSES ONLY.

COMPANY NAME: _____________________________________________________________________________ ADDRESS: _____________________________________________________________________________ CITY, STATE, ZIP: _____________________________________________________________________________

TYPE OF BUSINESS: ______ INCORPORATED – FEDERAL ID#: ______________________________________ ______ PARTNERSHIP – ID#: ______________________________________ ______ SOLE PROPRIETORSHIP – SS#: ______________________________________ ______ OTHER – DESCRIBE: ______________________________________

WMBE: ______ YES ______ NO DESCRIBE: ______ DISADVANTAGE (disabled) OWNED (DBE) ______ WOMEN OWNED (WBE) ______ MINORITY OWNED (MBE OR MWBE) ______ 1. WHITE AMERICAN ______ 4. HISPANIC AMERICAN ______ 2. BLACK AMERICAN ______ 5. ASIAN-PACIFIC AMERICAN ______ 3. NATIVE AMERICAN ______ 6. HASIDIC JEW ______ NONE OF THE ABOVE (NEC)

REGISTERED WMBE? ______ YES _______ NO _______ REGISTRATION IN PROGRESS

Signature Print Name and Title Date

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Attachment E: Non-Collusive Affidavit

Request for Proposal with Qualifications

Page 1 of 1

NON-COLLUSIVE AFFIDAVIT State of ....... County of ..... __________________________ ________who is an authorized Agent NAME - Title

of the firm of ___________________________________________________________ being first duly sworn, on his/her oath, says that the bid herewith submitted is genuine and not a sham or collusive bid, or made in the interest or on the behalf of any person not herein named; and he/she further says that the said bidder has not directly or indirectly induced or solicited any bidder on the above work or supplies to put in a sham bid, or any other person or corporation to refrain from bidding; and that said bidder has not in any manner sought by collusion to secure him/herself an advantage over any other bidder or bidders; or to secure any advantage against the Housing Authority of the City of Everett or any person interested in the proposed contract; and that all statements in said proposal or bid are true and correct. Bidder (if individual)... Partner (if partnership)…. Officer (if corporation….. Subscribed and sworn to before me ________________________________________ Notary Public in and for the State of_______________________________________ residing at ___________________________. this day of , 20 . My Commission expires ............. ___________________________________________

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Attachment F: Insurance Requirements

Request for Proposal with Qualifications

Page 1 of 2

INSURANCE REQUIREMENTS Insurance Endorsements: In order to comply with HUD's requirement that Housing Authorities not assume the liability of contractors or their subcontractors, and in the exercise of responsible risk management, Insurance Endorsements shall be required in order to protect the Housing Authority. Prior to the beginning of any work under this contract, an authorized representative of each successful bidder's insurers shall submit Insurance Endorsements naming the Housing Authority as Additional Insured on all but Errors and Omissions coverage. I f the duties under this contract require Professional Liabil ity Insurance, the Additional Insured requirement of these Special Conditions shall be waived. However, all other provisions herein shall remain in effect. Insurance offered to indemnify the Housing Authority shall be provided by insurers rated by the A M. Best Company with a rating of not less than B+ Vl. If the coverages offered are on a claims made form, the insurer shall provide an extended five year reporting period to the Additional Insured. All such insurance shall be primary, and not contributing with any other insurance or self insurance maintained by the Housing Authority notwithstanding any inconsistent provisions in any such policies maintained by the Housing Authority and shall not require contribution by any insurance or self insurance maintained by the Housing Authority on any basis, pro rata, or otherwise. The policy to which the Additional Insured endorsement is attached shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the company's liability. The policy to which the Additional Insured endorsement-is attached shall not be subject to cancellation, change in coverage, reduction of limits or non-renewal except after written notice of not less than thirty (30) days given to the designated Housing Authority official by certified mail, return receipt requested prior to the effective date thereof. The Housing Authority has provided its Instructions to Bidders and standard insurance endorsements which contain other insurance clauses required under this contract. ISO Endorsements or others, will also be acceptable provided they contain the same clauses and protection contained in the endorsements provided with these Special Conditions.

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Attachment F: Insurance Requirements

Request for Proposal with Qualifications

Page 2 of 2

1. A policy of commercial general liability, including Washington Stop-Gap, naming EHA as additional insured, protecting and holding EHA harmless from any and all damages which may arise in connection with the services to be provided hereunder, in at least the principal amount of a single combined limit of One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate personal injury and/or property damage liability. Such insurance is subject to approval by EHA.

2. A policy of automobile liability insurance in the amount of One Million Dollars

($1,000,000) per accident for bodily injury and property damage. 3. If automobiles are used in connection with any activity performed under contract(s)

resulting from this RFQ, a policy of commercial automobile liability, including coverage for owned, non-owned, leased or hired vehicles with a minimum coverage of Three Hundred Thousand Dollars ($300,000) per accident.

4. A policy of errors and omissions liability of not less than One Million Dollars

($1,000,000) per occurrence.

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GENERAL CONTRACT FOR PROFESSIONAL SERVICES Project #2018-02

This Contract for Services is made effective as of DATE, by and between the Housing Authority of the City of Everett (“EHA”) 3107 Colby Avenue, Everett, Washington 98201, and vendor name and address in reference to Project 2018-02 dated April 2, 2018

1. DESCRIPTION OF SERVICES. Beginning on DATE, VENDOR NAME will provide to EHA the following Services (collectively, the “Services”) as specified in the Request for Proposal 2018-02 dated April 2, 2018 Addendum #___, dated_______ and the submittal received from _________________ dated __________________. All of which are made a part hereof and designed as Project 2018-03, Professional Services for Section 2020 Properties Checklist.

2. PAYMENT. Payment shall be made to ____________________ EHA agrees to pay _______ as follows, _______ will invoice EHA at the completion of each properties report completion or as the following schedule: Insert Schedule of Values

Updated status reports shall be submitted weekly to__________________, or other designed housing authority contact. EHA shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if EHA fails to pay for the Services when due, _____ has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies. Contract agreement shall not exceed the contracted amount of ____________, without a written change order approving overage amount by the Executive Director, or designee. Change Order shall have a detailed description of work that the overage will cover.

3. TERM. Specify project terms / annual renewal This contract will terminate automatically upon completion by _______________for the Services required by this Contract. Upon termination of this Contract, _________________ will return to EHA all records, notes, documentation and other items that were used, created, or controlled by _____during the term of this Contract.

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4. INDEMNIFICATION. _____ agrees to indemnity and hold EHA harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgements that may be asserted against EHA that result from the acts or omissions of _____ and/or _____employees, agents, or representatives.

5. WARRANTY. _____ shall provide its services and meet its obligation under this Contract

in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Washington State, and will provide a standard of care equal to, or superior to, care used by service providers on similar projects.

6. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract. a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party’s property to any levy, seizure, general

assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

7. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 15 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time shall result in the automatic termination of this Contract.

8. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is

prevented, restricted or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission

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shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

9. HOLD HARMLESS AGREEMENT. Consultant hereby releases and shall indemnify, defend, and hold harmless Authority, its subsidiaries, affiliates, officers, agents, employees, successors, assigns and authorized representatives of all of the foregoing from and against all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney fees, costs, and expenses of any kind or nature, including those arising out of injury to or death of Consultant’s employees, whether arising before or after completion of the work hereunder, and in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part, or claimed to be caused, occasioned, or contributed to in whole or in part, by reason of any act, omission, fault, or negligence of Consultant, it’s sub-consultants, or of anyone acting under its direction or control, or on its behalf in connection with or incidental to the performance of this contact. Consultant’s aforesaid release, indemnity, and hold harmless obligations, or portions of applications thereof, shall apply even in the event of the fault, negligence, or strict liability of the parties released, indemnified, or held harmless to the fullest extent permitted by law. However, in no event shall they apply to liability caused by the sole negligence of the parties released, indemnified, or held harmless. Consultant expressly waives its immunity under industrial insurance, Title 51 RCW. If any portion of this indemnity clause is invalid or unenforceable, it shall be deemed excised and the remaining portions of the clause shall be given full force and effect. Consultant hereby agrees to require all its sub-consultant or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this contract to execute an indemnity clause identical to the preceding clause, specifically naming Authority as indemnity Any issues of whether contractor has a duty under this contract to defend housing authority against a particular claim or lawsuit shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award may be entered in any court having jurisdiction thereof.

10. ORIGINAL COPY. It is hereby expressly agreed by and between the parties hereto that in

any matter, dispute, suit or proceedings arising or in any way growing out of this contract in which it may be necessary to introduce into evidence the original of such standards, plans and specifications, that a printed copy thereof may be used in lieu thereof with like force and effect as though the original was produced.

11. GOVERNING LAW AND VENUE. This contract shall be governed in all respects by the laws of the State of Washington. Venue for any action filed under this contract shall be limited to Snohomish County, Washington at Everett.

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12. EXECUTIVE DIRECTOR. Said Contract shall be under the supervision of the Executive Director of the Authority, as general partner of the Owner, and subject to his acceptance and approval and the final acceptance and approval of the Owner.

13. ASSIGNABILITY. This contract shall not be assignable. The Consultant shall be liable for all acts and omissions of his sub-consultant.

14. ENTIRE AGREEMENT. This contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter to this Contract. This Contract supersedes any prior written or oral agreements between the parties.

15. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. Ashley Lommers-Johnson, Executive Director for the Housing Authority of the City of Everett, and _____________________ _____, effective as of the date first above written. Service Recipient: Housing Authority of the City of Everett By: _______________________________________________ __________________________________________Printed Name and Title Service Provider: ___________________________________________________ By: ________________________________________________ __________________________________________Printed Name and Title