City of Battle Ground, Washington. Request for Proposal (RFP) for Community Vision and Strategic Action Plan

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1 City of Battle Ground, Washington Request for Proposal (RFP) for Community Vision and Strategic Action Plan The City of Battle Ground is seeking qualified consultants to contract for services to guide a citywide Community Vision and Strategic Action Plan process. The Deadline for submittals is 4:30 p.m. on February 2, See below for specific information and requirements. SUBMIT PROPOSALS TO: City of Battle Ground Community Development Department C/o Erin Erdman, Community Development Director 109 SW 1 st Street, Suite 127 Battle Ground, WA ABOUT THE CITY City of Battle Ground is located in the heart of Clark County, Washington, just four miles from Interstate 5. The community lies between the Pacific Ocean and the Cascade Mountains, providing citizens and visitors with scenic and pristine landscapes. The City has seen tremendous growth through the last 20 years; it currently consists of approximately 8.6 square miles and has a current population of 20,370 people. The City is a bedroom community to the greater Portland/Vancouver Metro area. Battle Ground operates under a council-manager plan of government as set forth in RCW 35A.13. More information about the City is available on our website at BACKGROUND The last community vision exercise that the City participated in was in At that time, the City conducted public outreach and developed a 50-year vision in conjunction with the Comprehensive Plan Update, and associated capital facilities plans. The 50-year vision led to the land use and zoning map configurations that we see today as well as the legacy standards for current development. Since the 50-year vision was adopted 16 years ago, the City is a very different place. We have experienced a tremendous amount of growth within the city boundary and the areas around us. There has been interest from the community, developers and other local agencies to revisit the vision of Battle Ground and plan for the future. The City Council has been presented with information regarding a community vision and strategic plan process since March 20, On October 16, 2017, council set this project as a priority and appropriated funds to move forward.

2 WHAT THE CITY IS LOOKING FOR The City of Battle Ground is looking for proposals from qualified consultants to contract for consulting services to guide a Community Vision and Strategic Action Plan process for the City. Consultants are invited to submit a proposal, which includes an outline of their experience and qualifications in performing work directly related to the services required. The consultant will propose a work plan to develop a Community Vision through public involvement and participation, lay the groundwork for what the citizens of Battle Ground would like the identity of the City to be. The vision will also guide decision makers to focused growth areas throughout the City as well as target industry and viable economic development. The Community Vision should understand the whole community, reflect core community values, address emerging trends and issues, imagine a preferred future, and promote local action. The vision findings of this exercise will then be prioritized and added to a Strategic Action Plan. Strategic planning determines where an organization is going over the next few years and how it plans to get there. The intent of the Strategic Plan is to help the City direct its efforts and resources toward a defined vision for the future. The plan should include benchmarks or milestones that measure the City s progress along the way. The City needs to adopt a plan that the community accepts. The process should include both active and passive involvement ensuring diverse and extensive community participation. The Strategic Plan is a living document and shall undergo periodic review and adjustment to reflect progress towards the achievement of goals and/or the modification of goals. The process should address and provide direction/goals on the following issues: Community Vision Determine where the City is now and help Battle Ground decide what it wants to be in the future. This should take into account what makes Battle Ground unique and special, and how the City can use these characteristics to prepare for the future. Determine a community accepted brand or identity slogan for promotion and direction. Provide a process that allows general alignment and focus of the City Council, City administration, and staff, with the citizens, business interests, community groups, and local organizations. Recognize economic development potential and ways to diversify the local economy Identify and analyze potential partnerships with other entities; (such as public/public, public/private). Strategic Action Plan Transform the conceptual goals from the visioning process into realistic, achievable targets. Evaluate existing and future public infrastructure and maintenance; priorities, phasing; help identify how city resources should be allocated and how to ensure existing infrastructure is maintained and future infrastructure is responsibly planned. Plan for fiscal sustainability.

3 SCOPE OF SERVICES The proposed scope of services must include at a minimum, the following items. The successful candidate will be able to: Phase 1 Community Vision Facilitate a Community Visioning process consisting of public meetings, focus-group sessions, open houses, surveys and other outreach forums. These gatherings would result in the submission of a multitude of suggestions from members of the Battle Ground community. The desired outcome is a community vision entailing guiding goals, each with specific visioning targets that could serve as a framework for the strategic planning process, and direction for a brand or identity. This should be accompanied with a public involvement program that engages the community in the process as well as provides future public involvement forums to keep the community in the loop as we meet and change goals. Provide summaries and analysis of all public input. Phase 2 Strategic Action Plan Incorporate the targets and ideas from Phase 1 into a strategic Action Plan. Conduct an internal and external scan, i.e., looking at or reviewing, the community s resources, strengths and assets in light of trends and influences affecting the community. Internal scan would include an inventory of community resources, e.g., city resources and finances, people, health, education, business and job opportunities, housing, art and culture, leisure, recreation and entertainment, and geography. External scan would look at what is happening outside of the community on a local, regional and national level that may affect a community, e.g., demographics, economy and lifestyle trends. Describe the overall strategy and identify key challenges and opportunities. Develop an action plan and establish implementation steps and schedule. Establish benchmarks or milestones that measure the City s progress throughout the Strategic Planning process. This RFP covers phase 1 and 2 of a multi-phased project that will include a land use and zoning study, updates to capital facilities plans, transportation system plan, park plan and park facility development, and other sub area planning. COMMUNICATIONS Requests for additional information or documents from the City in order to respond to the RFP must be received in writing no later than January 3, 2018 to: City of Battle Ground Erin Erdman, Community Development Director 109 SW 1 st Street, Suite 127 Battle Ground, WA 98604

4 All information and documents provided by the City will be posted on the City s website at Any oral communications will be considered unofficial and nonbinding on the City. PROCESS AND TIMELINE FOR SELECTION A consultant selection committee will review the proposals. The committee may select prospective consultants for further consideration or may directly select and negotiate for a scope of service with the leading candidate. If more than one consultant is considered, then interviews may be conducted or additional information requested. February 2, Deadline for RFP Submittal Submittals must be received at City Hall, located at 109 SW 1 st Street, Battle Ground, Washington by the above deadline. Submittals shall be marked to the attention of Erin Erdman, Community Development Director. Digital proposals may be submitted via to erin.erdman@cityofbg.org, but the city assumes no responsibility for formatting or transmission errors. February 5-16, Review and selection of candidates The evaluation team will select candidate(s) from submittals received. This process will include review of submittals, references, and other information as necessary. The City may conduct interviews with potential candidates if applicable. In making this selection, the City reserves the right to request from any responding entity to clarify its proposal or to supply any additional material deemed necessary to assist in the evaluation of the proposal within the timeline requested by the City. February 19 March 2, Negotiation of contract The City will attempt to negotiate a satisfactory contract with a preferred candidate. If the City determines, at its sole discretion, that the negotiation is not proceeding satisfactorily, the City may terminate negotiation with the preferred candidate and begin negotiation with another candidate. March 5, 2018 City will inform City Council of the Approved Contract SUBMITTAL REQUIREMENTS To be considered, interested parties must submit by the deadline five (5) copies (at least one that is unbound and photo copy ready) and one electronic copy on CD or jump drive of a proposal package that includes the following: Letter of interest must be no more than two pages in length and include contact information and signature. Summary of qualifications, experience and availability. It should summarize qualifications, relevant experience, and availability to participate in the RFP process, and provide services to the City. It should also identify key staff members who will be participating.

5 Project team resume and portfolio to include current resume of project team members, and references. Proposed approach to the process, including a proposed schedule and description of proposed public involvement. Proposed budget - The city will consider proposals up to a maximum cost of $100,000. A full description of the expected costs for the work described in the RFP phases 1 and 2 must be provided. Costs for all project tasks must be total and inclusive (e.g. estimated hours/total costs for consultant fees, preparation of deliverables, printing, travel expenses, etc.). Actual compensation is subject to contract negotiation. List of professional references listing most recent professional references and their contact information. A minimum of three examples of relevant written work related to Visioning and Strategic Planning: at least one of which will represent a strategic plan prepared on behalf of a City or comparable entity. Ability to meet the City s insurance requirement for minimum amounts of insurance as provided in the City s proposed contract attached to this RFP as Attachment A. Naming of references is considered permission to contact the reference. The City may contact outside individuals, whether offered as reference or not. The City retains the right to use such information in its decision. Submittal of a response is agreement that the City may contact and use such information. EVALUATION CRITERIA Responses will be evaluated by the City as set forth immediately below: 1. Completed Letter of Interest 2. Business agency and history, including qualifications. 3. Experience and qualifications of the employees assigned to this project. 4. Samples of work. 5. Letters of recommendation. 6. Ability to meet proposed schedule. 7. Proposed fees, prices, and/or costs. The City reserves the right to utilize new or revised evaluation criteria at its sole discretion. The City reserves the right to award the contract to the responding entity which best meets the needs and interests of the City or to reject all responses as provided below. CONTRACT The City s proposed contract, with the terms and conditions including insurance requirements, is attached to this RFP as Attachment A. Please note the City expects all submitting entities to consent to the City contract, terms and conditions, and does not anticipate agreeing to any modifications or exceptions. Any exceptions or modifications to this contract proposed by an entity must be noted in the responsive submittal. The exception to this is in the drafting of the Scope of Services; specific time for performance; and the agreed payment amount. The City reserves the right to negotiate and revise any or all contract terms and conditions prior to contract signature.

6 REJECTION OF PROPOSALS The City reserves the right to reject any or all submittals, portions, or parts thereof. The City reserves the right to obtain services through other means. NON-COLLUSIONS Submittal and signature of a proposal swears that the document and proposal is genuine and not a sham or collusive, and not made in interest of any person not named, and that the responding entity has not induced or solicited others to submit a sham offer, or refrain from proposing. NO COSTS The City shall not be responsible for any costs incurred by any respondents in preparing, submitting, or presenting its response to the RFP or interview process, if applicable. The City shall not be responsible for any costs incurred by the responding entity selected by the City prior to the date of contract. NON-ENDORSEMENT As a result of the selection of a responding entity, the City is neither endorsing nor suggesting the responding entity s services are the best or only solution. The responding entity agrees to make no reference to the City in any literature, promotional materials, brochures, sales presentation or the like without prior express written consent from the City. OWNERSHIP OF DOCUMENTS Any reports, studies, conclusions and summaries submitted by the responding entity shall become the property of the City. PUBLIC RECORDS Under Washington State law, the documents (including all such items as described in RCW for the term writing ) submitted in response to this RFP (the documents ) become a public record upon submission to the City, subject to mandatory disclosure upon request by any person, unless the documents are exempted by a specific provision of law. If the City receives a request for inspection or copying of the documents, it will promptly notify the person submitting the documents to the City (by U.S. mail and electronic mail if the person has provided an address) and upon written request of such person, received by the City within five days of the providing of such notice, will postpone disclosure of the documents for a reasonable period of time as permitted by law to enable such person to seek a court order prohibiting or conditioning the release of such documents. The City assumes no contractual obligation to enforce any exemption.

7 Attachment A PROFESSIONAL SERVICES AGREEMENT Consultant s Name Project Name THIS AGREEMENT is entered into between the City of Battle Ground, a municipal corporation, hereinafter referred to as "the City", and Consultant hereinafter referred to as the "Consultant", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Project Designation. The Consultant is retained by the City to perform professional services in connection with the project designated as the Community Vision/Strategic Plan. 2. Scope of Services. Consultant agrees to perform the services, identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Time for Performance. Consultant shall perform all services and provideall work product required pursuant to this agreement within 6 months to a year from the date of this agreement, unless an extension of such time is granted in writing by the City. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this agreement as follows: a. Payment for the work provided by Consultant shall be made as provided on Exhibit "B" attached hereto, provided that the total amount of payment to Consultant shall not exceed $100,000 without express written modification of the agreement signed by the City. b. The Consultant may submit vouchers to the City once per month during the progress of the work for payment for project completed to date. Such vouchers will be checked by the City, and upon approval thereof, payment will be made to the Consultant in the amount approved. Payment to the Consultant of partial estimates, final estimates, and retained percentages shall be subject to controlling laws. c. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this agreement and its acceptance by the City. d. Payment as provided in this section shall be full compensation for work performed, services rendered and for all materials, supplies, equipment and incidentals necessary to complete the work. e. The Consultant's records and accounts pertaining to this agreement are to be kept available for inspection by representatives of the City and of the State of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. Community Vision/Strategic Plan Page 1 of 7

8 5. Ownership and Use of Documents. All documents, drawings, specifications and other materials produced by the Consultant in connection with the services rendered under this agreement shall be the property of the City whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Consultant's endeavors. 6. Compliance with laws. Consultant shall, in performing the services contemplated by this agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services to be rendered under this agreement. 7. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of orresulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW , then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant s liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 8. Insurance requirements: Consultant's Liability Insurance Term and no limitation. The Consultant shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agent, representatives, or employees. The Consultant s maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City s recourse to any remedy available at law or in equity. Minimum scope and amount of insurance. Consultant shall obtain insurance of types and amounts described below: a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA Insurance shall have a minimum combined single limit for bodily injury and property damage of $1,000, per accident. b. Commercial General Liabilityinsurance shall be at least as broad as ISO occurrence form CG and shall cover liability arising from premises, operations, stop gap, independent Consultants/Contractors, and personal injury and advertising injury. The City shall be named Community Vision/Strategic Plan Page 2 of 7

9 as an additional insured under the Consultant s Commercial General Liability insurance policy with respoect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG Insurance shall be written with limits no less than $1,000, for each occurrence and $2,000, general aggregate. c. Professional Liability insurance appropriate to the Consultant s profession. Insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. d. Workers Compensation coverage as required by Industrial Insurance laws of the State of Washington. Acceptable insurance. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. Other insurance provision. The Consultant s Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect to the City. Any insurance, self-insurance, or self-insurance pool coverage maintained by the City shall be in excess of theconsultant s insurance and shall not contribute to it. City full availability of Consultant limits. If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits ofcommercial General and Excess or Umbrella liability maintained by theconsultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this contract or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. Verification Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, showing the City of Battle Ground as a named additional insured andevidencing the insurance requirements of the Consultant before commencement of the work. Cancellation notice. The Consultant shall provide the City with written notice of any policy cancellation within two (2) business days of the receipt of such notice. Failure to maintain insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five (5) business days notice to the Consultant to correct the breach, immediately terminate the contract, or at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due to the Consultant from the City. 9. Independent Consultant. The Consultant and the City agree that the Consultant is an independent Consultant with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Consultant nor any employee of Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this agreement. The City shall not be Community Vision/Strategic Plan Page 3 of 7

10 responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Consultant, or any employee of Consultant. 10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 11. Attorney fees. In the event of a lawsuit, arbitration or other action to interpret or enforce any provision of this agreement brought by either party, then the prevailing party shall be awarded such sum for attorney fees as a court or arbitrator may deem reasonable, together with the costs associated with such suit, arbitration or action. 12. Governing Law. This Agreement shall be interpreted in accordance with the laws of the State of Washington. As against the other Party, the City and the Consultant shall file suit to enforce this Agreement only in the Superior Court of Clark County, Washington or in the United States District Court having jurisdiction for the area of Clark County, Washington. 13. Discrimination Prohibited. During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d-4a) Federal-aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law ) Americans with Disabilities Act of 1990 (42 USC Chapter 126 Section et. seq.) 49 CFR Part CFR Part 200 RCW In relation to Title VI of the Civil Rights Act of 1964, the Consultant is bound by the provisions of Exhibit "C" attached hereto and by this reference made part of this Agreement, and shall include the attached Exhibit "C" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The City is an equal opportunity provider and employer. Community Vision/Strategic Plan Page 4 of 7

11 14. Assignment. The Consultant shall not sublet or assign any of the services covered by this agreement without the express written consent of the City. 15. Non-Waiver. Waiver by the City of any provision of this agreement or any time limitation provided for in this agreement shall not constitute a waiver of any other provision. 16. City's Right to Terminate Contract. Should the Consultant neglect to perform the work properly, or fail to perform any provision of the contract, the City, after thirty (30) days' written notice to the Consultant, and its surety, if any, may, without prejudice to any other remedy the City may have, make good the deficiencies and may deduct the cost thereof from the payment then or thereafter due the Consultant or, at the City's option, may terminate the contract and take possession of all materials, tools, appliances and finish the work by such means as the City sees fit, and if the unpaid balance of the contract price exceeds the expense of finishing the work, such excess shall be paid to the Consultant, but if such expense exceeds such unpaid balance, the Consultant shall pay the difference to the City. 17. Notices. Notices to the City of Battle Ground shall be sent to the following address: Erin Erdman Community Devleopment Director City of Battle Ground 109 SW 1 st Street, Suite127 Battle Ground, WA Notices to Consultant shall be sent to the following address: Consultant Address Address Address 2 City State Zipcode Phone Fax 18. Integrated Agreement. This Agreement together with attachments or addenda, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. This agreement may be amended only by written instrument signed by both City and Consultant. 19. No Oral Representations or Changes to Contract. The City of Battle Ground has not made any oral changes to this agreement. To the extent that either Party to the contract relied upon any oral representation of the other Party, the Parties agree that all oral representations were merged and incorporated into this contract so that this contract is the complete agreement between the Parties. The Parties further agree and acknowledge that no representative of the City is authorized to grant oral permission to change the terms of the contract and reliance upon such oral representation is unreasonable on behalf of the Contractor. Any change to the contract shall be by written modification of the contract signed by both parties or by a written change order presented to the City and signed by the City Manager or his designee. 20. Severability. If any section of this Agreement is held by a court to be invalid such action shall not effect the validty of any other part of the Agreement. Community Vision/Strategic Plan Page 5 of 7

12 Dated this day of,. CITY OF BATTLE GROUND CONSULTANT By City Manager By Consultant Name Attest/Authenticated: City Clerk Exhibit A To be Negotiated Exhibit B To be Negoatiated Community Vision/Strategic Plan Page 6 of 7

13 EXHIBIT C TITLE VI ASSURANCES During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agree as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the REGULATIONS ), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitationsfor Sub-Consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub-consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT s obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination of the grounds of race, color, sex, or national origin. 4. Information and Report: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, STATE or FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Non-compliance: In the event of the CONSULTANT s non-compliance with the nondiscrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; Cancellation, termination, or suspension of the AGREEMENT, in whole or in part. 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the AGENCY, STATE, or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub-consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Community Vision/Strategic Plan Page 7 of 7