25-001_Contract_-_Base.docx

DO NOT USE THIS CONTRACT FORMAT IF THE CONTRACT IS FEDERALLY FUNDED

IF THIS IS AN ON-CALL CONTRACT START THE TITLE WITH ON-CALL

YELLOW HIGHLIGHTS must be filled in; BLUE HIGHLIGHTS will vary depending on the type of contract.

Instructions: Verify company legal name before you prepare contract. Companies often use a “doing business as” name and you want to use their legal name for your contract. The legal name is verified by the Secretary of State where the company is incorporated. Print and keep for your contract files: http://www.coordinatedlegal.com/SecretaryOfState.html.

After legal name add “dba as” and insert dba name. We use the dba name if it is the commonly known name or the name the firm’s is using this name for business with SDOT, but they have different legal name. Delete the dba as and name if blank.

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CONSULTANT AGREEMENT NO. ##-#####

BETWEEN

THE CITY OF SEATTLE

SEATTLE DEPARTMENT OF TRANSPORTATION

AND

CONSULTANT NAME

FOR

ON-CALL CONTRACT TITLE

This Agreement is made and entered into by and between the City of Seattle (“the City”), a Washington municipal corporation, through its Seattle Department of Transportation (SDOT), as represented by the Director of the Seattle Department of Transportation; and legal name of Consultant, dba as DBA name if applicable, physical location of Consultant (“Consultant”), a [insert appropriate type of business legal entity: e.g. corporation, limited liability company, partnership, sole proprietorship, or public benefit 501(c)(3) non-profit] of the State of [insert state in which the corporation is chartered] and authorized to do business in the State of Washington. [or authorized to do business in State of [STATE]. The Consultant is not required to provide the necessary licenses of doing business in the State of Washington and agrees not to conduct business in the State of Washington].

RECITALS

Instructions: RECITALS give background and detail. This is not required but advisable from Law Department due to recent court cases (the Berg Case). The recitals allow anyone to pick up the contract and understand the intent. Write these carefully using plain English so they are clear and accurate. Add any information you think provides background and explanation; two below are recommended.

Delete this box and red instructional text above and below after completing.

The purpose of this contract is to INSERT.

The Consultant was selected through the Consultant Roster for Category xx in accordance with SMC 20.50.110. The Consultant was selected through a Request for Qualifications/Request for Proposals issue by the City dated Month ##, ##16, 2025##, in accordance with SMC 20.50.040/ RCW 39.80.040 (A/E). This is a Direct Select Contract in accordance with SMC 20.50.040. The Consultant was selected through an Emergency/Sole Source/public benefit nonprofit exception in accordance with …]

The ultimate value of this Agreement plus any amendments cannot exceed the City’s current maximum Direct Select / Roster threshold.

In consideration of the terms, conditions, covenants, and performance of the Scope of Work contained herein, the City and Consultant mutually agree as follows:

1. TERM OF AGREEMENT.

The term of this Agreement begins when fully executed by all parties and ends on Month ##, ####, unless amended by written agreement or terminated earlier under the termination provisions.

2. TIME OF BEGINNING AND COMPLETION.

The Consultant shall begin the work outlined in the “Scope of Work” (“Services”) upon receipt of written notice to proceed from the City. The City will acknowledge in writing when the Services are complete. Time limits established under this Agreement shall not be extended because of delays for which the Consultant is responsible, but may be extended by the City, in writing, for the City’s convenience or conditions beyond the Consultant’s control.

3. SCOPE OF WORK.

[IF A ROSTER CONTRACT] The general service description of the Consultant Roster category <NAME ROSTER CATEGORY> is <INSERT ROSTER CATEGORY DESCRIPTION found here>. The specific Services for this Agreement and the time schedule for completion of such Services are described in Exhibit A, Scope of Work, which is attached to and made a part of this Agreement.

The Services are subject to City review and approval. The Consultant must confer with the City periodically and prepare and present information and materials (e.g. detailed outline of completed services) requested by the City to determine the adequacy of the Services or the Consultant’s progress.

3.1 ON-CALL or PHASED WORK AUTHORIZATION CONTRACT: If on-call or phased work authorization contract, add the following language here.

A. Assignment of Projects for Services At the sole discretion of the City, and subject to City approval, the Consultant may be asked to provide services and may be contacted to request a proposal for specific services. These services, if any, shall be negotiated between the Consultant and the City’s assigned Project Manager on a case-by-case basis, in accordance with the terms and conditions of this Agreement, with the accepted negotiations for specific services, fee, and schedule itemized in and authorized only by Work Authorization (WA) to this Agreement signed by the appropriate SDOT authority. Any such WA shall clearly outline the negotiated scope of services, the timeline for completion, the cost of those services based on the hourly rates and terms set forth in this Agreement, the City’s Project Manager assigned to that work, and any other details applicable for the work. The City is under no obligation to assign services to the Consultant. If the scope, schedule, and fee authorized by the City are not acceptable to the Consultant, no Work Authorization will be executed, and the City may negotiate the scope of services with another on-call Consultant.

B. City’s Project Manager The City will assign specific project managers to individual scopes of work negotiated with the Consultant under this Agreement. Any such assignments and contact information will be identified in every WA issued to authorize work under the Agreement. The City reserves the right to change the Project Manager on any assignment and will notify the Consultant of any such change. The City’s Project Manager is authorized to act on the City’s behalf in connection with the administration of this Agreement. Unless otherwise noted or until directed by the City to the contrary, the Consultant shall be entitled to rely upon the authority of the Project Manager as the City’s Representative.

C. The Consultant shall cooperate and coordinate its work with the City’s Project Manager(s) as necessary to assure timely preparation and accomplishment of the services.

D. The Consultant shall begin the work as outlined in the WA “Scope of Work” (“Work”) upon receipt of a WA from the City. The executed WA shall act as the Consultant’s Notice to Proceed with that scope of work.

E. The Consultant shall not begin work prior to the date specified in the WA. The City reserves the right not to compensate the Consultant for work performed prior to issuance of the WA.

F. The City shall have sole authority to make changes in scope, budget, and/or schedule for services performed under this Agreement. The Consultant shall have no authority to assign additional services or reduce the services to be performed by the Consultant under this Agreement.

The terms Work Authorization and Work Assignment are interchangeable and have the same definition.

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4. EXPANSION FOR NEW WORK.

This Agreement scope may be expanded for new work. Any expansion for new work (services not specified within the original Scope of Work Section of this Agreement, and/or not specified in the original solicitation as intended work for the Agreement) must comply with all of the following limitations and requirements: (a) the new work is not reasonable to solicit separately; (b) the new work is for reasonable purpose; (c) the new work was not reasonably known either the City or Consultant at time of contract or else was mentioned as a possibility in the solicitation (such as future phases of work, or a change in law); (d) the new work is not significant enough to be reasonably regarded as an independent body of work; (e) the new work would not have attracted a different field of competition; and (f) the change does not vary the essential identified or main purposes of the Agreement.

The City may make exceptions for immaterial changes, emergency or sole source conditions, or other situations required in City opinion. Certain changes are not new work subject to these limitations, such as additional phases of work anticipated at the time of solicitation, time extensions, Work Authorizations issued on an On-Call contract, and similar. New work must be mutually agreed and issued by the City through written Addenda. New work performed before an authorizing Amendment may not be eligible for payment.

5. RESERVED.

6. PAYMENT.

Choose Option 1 – rates, Option 2 – lump sum and then delete the other options. Most contracts will use Option1 since lump sum is rarely used. Remember to delete Option 2.

FOR DIRECT SELECT CONTRACTS only where the Exhibit B does not include rates.

Add the first sentence with this The Consultant will be reimbursed at a rate of $ /hr.

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A. Option 1 Total maximum compensation for services and related approved expenses under this Agreement shall not exceed [Write Out Contract Total Dollar Value] ($ ) [Contract Total] (Total Agreement Amount) unless modified by a written amendment to this Agreement. Payment is subject to the continuing appropriation authority of the Seattle City Council. Expenses, if any, are subject to prior approval by the Project Manager, in accordance with applicable City policy. Consultant agrees there is no guarantee of a minimum amount of work or minimum payment under this Agreement.

Replace 6.B language with the following for on-call contracts:

The Consultant shall be paid by the City for completed Services under this Agreement as provided hereinafter. Work Authorization Services may be negotiated by a fixed fee lump-sum or based upon hours worked by Consultant staff at hourly billing rates that shall not exceed the rates set forth in the executed Exhibit B – Cost Estimate, which is attached to and made a part of this Agreement. The Consultant may request adjustments to these rates no more often than annually, and any such rate adjustments are subject to City approval and signed by the appropriate SDOT authority. Such payment shall be full compensation for Services performed or Services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the Services specified in individual WA’s Exhibit A – Scope of Work.

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B. The Consultant shall be paid by the City 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 the Services specified in Exhibit A – Scope of Work, which is attached to and made a part of this Agreement. The Consultant shall conform to all applicable portions of 48 CFR Part 31 (www.ecfr.gov). An estimate in support of the Agreement Amount is provided as Exhibit B – Cost Estimate, which is attached to and made a part of this Agreement.

C. Compensation for Services shall not exceed the Total Contract Amount. For contracts where the Prime uses an audited overhead (ICR) rate, compensation shall be the sum of direct salary costs, direct overhead or indirect cost rates (ICR), direct non-salary costs, and fixed fee. SDOT allows for the addition of ICR or Overhead on Direct Labor only. For contracts where the Prime uses an all-inclusive rate, the compensation shall be the sum of the all-inclusive rates and any allowed direct costs.

D. Payments of amounts due under this Agreement shall not relieve the Consultant of the obligation to perform services and/or work under this Agreement., in a satisfactory manner.

E. Salary Adjustments and Staff Addition Requests

a. Consultants may submit staff salary adjustment requests, beyond that reflected in the contract, no more often than annually, beginning twelve months from the Execution Date of the Agreement. Consultant requests must be coordinated with their SDOT Project Manager and an SDOT Contract Specialist (DOT_CCU@Seattle.gov). Requests should be submitted no earlier than 30 days prior to the anniversary date of the Execution Date. Additionally, requests should be submitted no later than 30 days following the anniversary date of the Execution Date, for requests to be made effective at the contract anniversary date. Requests submitted and received following the 30 days after the anniversary date of the Execution Date, and subsequently approved, will be made effective the day the City received the request. At least twelve months must separate the effective dates of each salary adjustment on subsequent years. It is the Consultant’s responsibility to request adjustments. For requests received after the twelve-month timeframe, retroactive adjustment to an earlier effective date is not allowed. The City must approve salary adjustments, in writing, prior to the Consultant including the adjustments in an invoice. Salary adjustments cannot increase the anticipated amount of the contract to exceed the Total Contract Amount.

b. The addition of new staff or removal of approved staff shall be addressed separately in coordination with Consultant’s Project Manager and an SDOT Contract Specialist (DOT_CCU@Seattle.gov) at any time, and any addition will be evaluated as a new hire or new position.

F. Direct Overhead / Indirect Cost Rate Documentation and Adjustment Requests

a. Consultants shall submit documentation substantiating their Indirect Cost Rate(s), preferably with a current WSDOT letter of overhead rates, but may use a Certified Public Account review of the Consultant’s indirect cost schedule, in compliance with Federal Acquisition Regulations Part 31 if a WSDOT letter is unavailable.

b. Consultant and any subconsultant(s) shall submit updated indirect cost rates annually in accordance with the consultant’s annual accounting period and in compliance with the Federal cost principles.

c. Consultant may use WSDOT’s Rate Effective Date Calculator at Rate submittal process | WSDOT to stay on top of submittal windows and timeframes for submitting updated ICRs.

Add the language below if there is Prevailing Wage. This is a rarity and must be approved by the Contracting Manager before using.

G. If this agreement is subject to prevailing wages, as required by RCW 39.12 (Prevailing Wages on Public Works) and RCW 49.28 (Hours of Labor) as amended or supplemented, the Consultant team shall be responsible for compliance by the Consultant and all subconsultants with all provisions herein. If required, the City’s Project Manager will verify that the Consultant team meets any training requirements related to prevailing wage by Labor & Industries per RCW 39.04.350 and chapter 39.12 RCW and will be the responsible party to verify Intents have been filed and Prevailing Wages paid as applicable. The Consultant team is exempt from training if the Consultant team has been in business with an active Unified Business Identifier (UBI) number for three (3) or more years AND has performed work on three (3) or more public works or similar projects. Exemption status may be verified by entering the Consultant’s UBI number, selecting the company, and clicking on the "Public Works Requirements" drop-down menu from the following web site: https://secure.lni.wa.gov/verify/ . Consultant shall be responsible for its team compliance and all subconsultants. Consultant shall be responsible for Consultant team costs associated with filing of Intents and Affidavits, including filing of one or multiple Intents and Affidavits as required by the Department of Labor & Industries.

A. Option 2 This contract provides for a lump-sum payment negotiated based on cost to complete the Scope of Work and shall include only those costs allowed under Part 31 of the Federal Acquisition Regulations (FAR), which are incorporated by reference. Total compensation under this Agreement shall not exceed [Write Out Contract Total Dollar Value] ($ ) [Contract Total] (Total Contract Amount) unless modified by a written amendment to this Agreement.

6.1 PAYMENT PROCEDURES.

Option 1 The Consultant may submit invoices to the City as frequently as once per month during progress of work, for partial payment for work completed to date. Payment shall be made by the City to the Consultant upon the City’s receipt of a properly prepared invoice containing the information listed below.

Option 2 - for lump-sum payments. The Consultant may submit an invoice to the City for the full payment amount upon completion of Work. Payment shall be made by the City to the Consultant upon the City’s receipt of a properly prepared invoice containing the information listed below:

Option 3 - for on-call contracts. For WA Services based upon hours worked by the Consultant staff at hourly billing rates, the Consultant may submit invoices to the City as frequently as once per month during progress of work, for partial payment for work completed to date. For WA Services based upon a fixed fee lump-sum, the Consultant may submit an invoice to the City for the full payment amount upon completion of Work. All invoices submitted for work authorized under this contract must reference the WA number and title, and contract number and title to receive payment. Payment shall be made by the City to the Consultant upon the City’s receipt of a properly prepared invoice containing the information listed below:

Deliver all invoices and invoice/billing notices electronically under this Agreement to:

SDOT Accounts Payable Seattle Department of Transportation PO Box 34996 Seattle, WA 98124-4996

Email: DOT_CCAP@seattle.gov

Firm Contact for billing/ invoices Firm Name Firm Address Firm Address Firm Phone

Email:

An invoice template is provided as Exhibit F – Invoice Sample, which is attached to and made a part of this Agreement. Both Consultant and sub-consultant invoices must include the information reflected in the invoice template.

A. Consultants will receive Notice to Proceed in the form of this executed Agreement or executed Work Authorization. The Consultant shall not begin work prior to the execution date of the Agreement. The City reserves the right not to compensate the Consultant for work performed prior to execution of the Agreement or Work Authorization.

The Consultant shall not perform work after the End Date of the Agreement. The City reserves the right not to compensate the Consultant for work performed after the End Date of the Agreement.

The Consultant shall invoice the City for work performed within ninety days of the Letter of Completion Date. Failing to do so may result in non-payment of the invoice.

The Consultant shall notify the City in writing of lost or otherwise unpaid invoices with ninety days of the Letter of Completion Date. Failing to do so may result in non-payment of lost or otherwise unpaid invoices.

B. If there are any grant or loan monies involved in this Contract, the Consultant shall retain all required records for three years after the funding agency has audited the grant or loan. The funding agency shall be allowed access to such records for the same time duration.

Third Party Beneficiary. If there are ever any Department of Ecology grant monies involved in this Contract, the State Department of Ecology shall be designated as an express third-party beneficiary with full rights as such.

Add the language below if there is a Management Reserve Fund. SDOT policy is to use MRF only in rare circumstances and this requires Contracting Manager approval. If it is a risky project that has many unknowns and needs to react quickly or emergency in nature (structural such as bridge supports, retaining walls, etc.).

C. Payment from the Management Reserve Fund. For a Management Reserve Fund to be utilized on this Contract or any subsequent amendments it must already be identified on the associated exhibit for the estimated cost. The Management Reserve Fund is to provide the Department with flexibility to authorize additional funds for allowable unforeseen costs beyond those estimated for in the tasks of the Scope of Work, or for reimbursing the Consultant for additional work requested by the City toward completing the Scope of Work.

Payment from the Management Reserve Fund is at the sole discretion of the Department and must be authorized in writing before the Consultant performs the additional work. Such written authorization will include a description of the work that is to be performed and shall specify the amount of the payment, including, if applicable, any profit factor. Any fixed fee for work reimbursed from the Management Reserve Fund shall be negotiated at the time such work is assigned to the Consultant and shall be authorized in writing by the City.

The Consultant shall show separately and identify on its invoices all charges against the Management Reserve Fund.

6.2 REIMBURSABLES

If the Agreement or Work Authorization specified reimbursables to be compensated by the City, the following limitations apply. If no travel or direct charges are identified and allowed in the Agreement, the City shall provide no reimbursement. The Consultant shall submit copies of original receipts, logs or documentation with every invoice for which it is claiming expense reimbursement.

A. City will reimburse the Consultant at actual cost for expenditures that are pre-approved by the City in writing and are necessary and directly applicable to the work required by this Contract. Such direct project costs may not be charged as part of overhead expenses. The City shall reimburse actual costs only, and no markup shall be applied to such actual costs. Any approved reimbursables or direct non-salary costs must be captured in the Consultant’s direct expenses in Exhibit B.

B. The billing for approved direct expenses shall include an itemized listing of charges supported by copies of or original bills, invoices, expense accounts, subconsultant invoices, and mileage or meeting logs from the Consultant to support the expense with each invoice submitted for payment. All charges must be necessary for the services provided under this Agreement and preapproved by the City’s project manager. Generally, the City does not reimburse for routine photocopying, cell phone charges, or mileage when Consultant travel is within 20 miles from Consultant office to project site, although the City may waive this at its discretion based on the individual project needs. These are considered the cost of doing business and included in consultant overhead. Exceptions may include downtown parking expenses, large scale copying of architectural/engineering plans, or phone charges where a dedicated line is required for a specific community outreach scope of work. Any such charges will be negotiated on an individual contract basis, and original receipts are required to support the expense.

C. Unallowable Direct Costs. Billing the City for the administrative or accounting cost to produce an invoice is expressly not allowed. Invoicing is not a service deliverable in the contract and is always considered the cost of doing business included in consultant overhead. Billing the City for Consultant project mobilization including file setups or other routine administrative tasks, preparation and negotiation of changes to the scope of work, fees, preparation of and discussion/negotiation about a request for adjustments in labor rates, overhead rates, staff additions or services and fees is not allowed. Billing for time for changing or reassigning personnel or subconsultants is not allowed. Relocation costs are not allowed. Other examples of unallowable consultant expenses include, but are not limited to, costs to adjust and resubmit incorrect invoices, travel and meal expenses not approved in advance, costs to compile and provide insurance documentation, costs to provide the City with access to necessary project documentation; consultant licenses fees, cell phones and WIFI, communication equipment and other company owned equipment, consultant professional development licenses, supplies or other items to be used on multiple projects, including, but not limited to cars, cell phones, books, tools, cameras, safety vests, basic office supplies and clothing for inclement weather are not allowed and are considered the cost of doing business, and other items as determined by the City’s project manager.

D. Stipends and Gift Cards: Certain outreach and community engagement contracts may have non-standard expenses as part of public engagement that may be provided in accordance with applicable City and SDOT policy.. Those expenses will be reimbursed with original receipts or consultant logs. Consultant will submit proper invoicing for stipend allocation, noting this reimbursable expense as a line item on invoicing material and detailing the number of participants compensated and amount paid to each participant. The Consultant shall be responsible for tracking and reporting all participants compensated, as well as method and amount paid to each participant. For example, if the stipend is distributed to participants through gift cards, the Consultant shall note the number of gift cards distributed and the amount of each card. Any gift cards distributed should be of consistent/equal amounts among all persons and neighborhoods and should not vary by neighborhood or demographic. Another example could be the participant being reimbursed by the Consultant for their engagement contribution after the outreach event, which the Consultant would note as a line item on its invoice (noting # number of participants and rate for each). For specific community engagement contracts, stipends and/or gift cards may be provided in accordance with applicable City and SDOT policy.

E. Certifications. The City will not pay for Consultant certifications or professional development. Any required certifications will be specifically listed in the agreement Request for Qualifications.

F. Subscriptions and Licenses. The City generally does not reimburse for subscriptions or licenses for software usage unless any such usage is required by the City. Certain IT or outreach contracts or others may require the Consultant to use certain software and may be allowable based on a case-by-case basis.

G. Reprographics. Certain communications and outreach contracts may have heavier reprographic needs for scopes of work for public engagement and may be reimbursable if pre-approved by the Project Manager. Receipts or in-house logs detailing the expense are required with each invoice if applicable. Generally, the City does not reimburse for routine photocopying considered the cost of doing business and included in the Consultant’s overhead.

H. Travel Expenses. Certain travel expenses may be reimbursed when negotiated in advance as part of the Agreement for a Consultant traveling from substantially outside of the general service area of the Agreement. The City does not pay a flat fee per diem. Rather, any such pre-approved travel expenses will be reimbursed at the actual cost incurred up to a maximum of the published rates allowed by the U.S. General Services Administration for the appropriate geographical area and must be pre-approved by the City’s Project Manager. See Per Diem Rates | GSA. Original receipts must be provided. Such travel expenses may include:

a. Airfare: Pre-approved Airfare will be reimbursed at the actual cost of the -airline ticket. The City will reimburse for Economy or Coach Fare only. Receipts detailing each airfare are required. The same policy applies to train, boat, rideshares or other transportation methods that offer upgraded means of travel such as business, first or luxury class: The City will reimburse for Economy or Coach or the equivalent of Economy for that respective travel method.

b. Meals: Meals will be reimbursed only at the actual meal cost incurred up to a maximum of the published GSA Per Diem daily meal rate for the city in which the services are performed. Original meal receipts are required as documentation. The City will not reimburse for alcohol at any time.

c. Tipping. Gratuities and tips for services for which a tip is customary including, but not limited to taxis, shuttles, and meals are limited to 20%. Regarding meals, the indicated per diem is a total that would include the tip.

d. Lodging: Lodging will be reimbursed at actual cost incurred up to a maximum of the published rates allowed by the U.S. General Services Administration for the appropriate geographical area. The current maximum allowed reimbursement amount can be found at the resource referenced above in this paragraph. Original receipts detailing each day / night lodging are required. The City will reimburse only for lodging and not reimburse for ancillary or incidental expenses charged to the room (e.g., movies, laundry, mini bar, refreshment center, fitness center, sundry items, etc.).

e. Rental or Leased Cars: If allowed rental or leased car expenses will be reimbursed at the actual cost of the rental or lease with original receipt provided listing staff dedicated to the car. The City will reimburse for a standard car of a mid-size class or less, unless any such vehicles are not available, and an upgrade is provided at the standard rate. The City will not reimburse for ancillary expenses charged to the car rental (e.g., GPS unit). Rental or leased cars must be dedicated full-time to this project to be reimbursable. Gas and mileage are included in rental and leased car agreements and are not allowed (see IRS tax regulations). SDOT occasionally allows some rental or leased car expenses because some services, such as construction management, use vehicles as a field office.

f. Ride Shares: The City may reimburse for a standard car (no upgrades) ride share if deemed necessary by the City’s Project Manager. SDOT advocates for Consultant usage of Sound Transit and other public transportation options as available particularly for airport travel. Receipts are required for all ride shares.

g. Personal Vehicles: If personal vehicles are used for travel in execution of the services under the agreement, consultant staff may request mileage reimbursement. Any such mileage cannot be from the staff place of residence and must originate from consultant offices. This is demonstrated with a mileage log showing dates of travel, start and end points and staff name. Gas is never allowed as it is part of the mileage reimbursement.

I. Vehicle mileage: If approved by the City Project Manager in advance, vehicle mileage will be reimbursed at the Federal Internal Revenue Service Standard Business Mileage Rate in effect at the time the mileage expense is incurred. Please note: Payment for mileage for long distances traveled will not be more than an equivalent trip round-trip airfare of a common carrier for a coach or economy class ticket. Mileage is not allowed from individual staff places of residence to the project site. No car allowance fees are allowed for personal vehicles other than mileage. This is considered the cost of doing business. The City may make exceptions for certain outreach and community engagement contracts without an office nexus. Consultant shall provide a mileage log with each invoice supporting all mileage claimed. Mileage and gas are implicit in lease/rental fees; therefore, cannot be claimed.

J. Miscellaneous Travel (e.g., parking, rental car gas, taxi, shuttle, toll fees, ferry fees, etc.): Miscellaneous travel expenses may be reimbursed if preapproved by the City’s Project Manager. Any such expenses will be reimbursed at the actual cost incurred. Original receipts are required for each expense.

K. Miscellaneous other business expenses (e.g., printing, photo development, binding): Other miscellaneous business expenses may be reimbursed based on the scope of work if pre-approved by the City’s Project Manager. Any such expenses shall be billed at the actual cost incurred and may not include a markup. Standard, small scale, photocopying is considered the cost of doing business and is generally not reimbursable. The City will reimburse for large scale plan set printing if approved by the City’s Project Manager. Original receipts are required for all miscellaneous expenses.

L. Rental Equipment: The Consultant shall provide backup documentation. Examples of these types of costs include, but may not be limited to, fees for rentals of specialized equipment such as surveying equipment, noise monitoring equipment and diving equipment. The City will not reimburse rental fees for equipment owned by the Consultant. If the scope of work anticipates use of special equipment, the Consultant shall submit the cost of equipment usage with its rate sheets included in the Agreement as Exhibit B. The City will not reimburse for equipment purchased by the Consultant (e.g. Field Office equipment such as Smart TV monitors or other like equipment.)

M. Subconsultant: Subconsultant expenses shall be reimbursed at the actual cost incurred and no markup shall be applied. Copies of all Subconsultant invoices that are rebilled to the City are required.

6.3 PROMPT PAY.

Definitions A. An invoice is considered received when it is date-stamped as received by the office of the recipient who is designated within this contract. If the invoice is not date-stamped or otherwise marked as received by a department, the date of the invoice will be considered the date the invoice is received.

B. A payment is considered made on the day it is mailed or is available.

C. Disputed items include, but are not restricted to, improperly prepared invoices, lack of appropriate supporting documentation, unapproved staff or staff rates on the invoice, and unsatisfactory work product or services.

Prompt Payment to Consultant A. Timely Payment: Except as provided otherwise herein, payment for an invoice will be issued and mailed to the Consultant within thirty (30) calendar days of receipt of the invoice.

B. Disputed Items: The City may withhold payment for disputed items. The City will promptly notify the Consultant in writing, outlining the disputed items, the amount withheld and actions the Consultant must take to resolve the disputed items. The City default is to delay payment until a revised invoice is submitted and approved. However, the Consultant may request partial payment for the approved amounts, if the unapproved amount represents a small share of the total invoice. The City shall pay the revised invoice within thirty (30) calendar days of receipt.

C. Legal Fees: In any action brought to collect interest due under this Section, the prevailing party is entitled to an award of reasonable attorney fees.

Prompt Payment to Subconsultants A. Cut-Off Date: Consultant will pay subconsultant invoices within thirty (30) calendar days of receipt of payment by the City. The Consultant may establish a monthly cut-off date of that subconsultants must submit an invoice to assure thirty (30) calendar day payment.

B. Disputed Items: The Consultant may withhold payment for disputed items. The Consultant will promptly notify the subconsultant in writing, outlining disputed items, the amount withheld and actions the subconsultant must take to resolve the disputed item(s). Such withheld amounts are limited only to items in dispute. The subconsultant can request partial payment for the approved amounts, or that the Consultant delay their entire payment until a revised invoice is submitted to and accepted by the Consultant. The Consultant shall pay the revised invoice within thirty (30) calendar days of receipt.

C. Flow-Down Clauses: The Consultant shall require this provision in each subcontract of any tier.

6.4 SUBCONSULTANT PAYMENTS REPORTING REQUIREMENTS.

The Consultant shall report payments made to each Subconsultant through B2GNow at: https://seattleconsulting.diversitycompliance.com/

1) The Consultant shall report the first Subconsultant payment report no later than the 15th of the first month following issuance of the first payment made by the City to the Consultant, unless otherwise specified by the department.

2) Subsequent monthly Subconsultant payment reports shall be submitted by the 15th day of every month thereafter.

3) The last Subconsultant payment report shall be marked as “Final” in B2GNow and shall be submitted no later than 30 Days after the expiration of the Agreement.

4) The Consultant shall require each Subconsultant to verify each payment through B2GNow.

5) The Consultant is responsible for ensuring that all Subconsultants working on the contract (WMBE and Non-WMBE) entered in the B2GNow System for payment reporting purposes.

6) The Consultant shall require each Subconsultant to register on the City’s Online Business Directory prior to completing the first online report. https://web6.seattle.gov/FAS/OBD/Logon/Logon.aspx.

7) The Consultant shall also require its Subconsultants to report payments made to any lower tier Subconsultants, if any, in the same manner as specified herein.

8) The City reserves the right to withhold payments from the Consultant for non-compliance with this section.

The Consultant may contact Christina Guros Contracting Equity Advisor at DOT.WMBE@Seattle.gov or the Purchasing and Contracting Division (PC), Department of Finance and Administrative Services at (206) 684-0444 for technical assistance in submitting the required reports.

7. TAXES, FEES AND LICENSES.

A. The Consultant shall pay and maintain in current status, all necessary licenses, fees, assessments, permit charges, etc. It is the Consultant’s sole responsibility to monitor and determine any changes or the enactment of any subsequent requirements for said fees, assessments, or changes and to immediately comply.

B. Where required by state statute, ordinance or regulation, the Consultant shall pay and maintain in current status all taxes necessary for performance. The Consultant shall not charge the City for federal excise taxes. The City will furnish Consultant an exemption certificate where appropriate.

C. As authorized by SMC, the Director of Finance and Administrative Services may withhold payment pending satisfactory resolution of unpaid taxes and fees due the City.

8. ADDRESSES FOR NOTICES AND DELIVERABLE MATERIALS.

Deliver all official notices and deliverable materials under this Agreement to:

Name of Contract Manager Seattle Department of Transportation PO Box 34996 Seattle, WA 98124-4996 PM Phone

Email:

Firm Contact – Main contact/project manager Firm Name Firm Address Firm Address Firm Phone

Email:

9. EQUAL BENEFITS.

This provision applies to all contracts valued at $69,000 or above, including amendments. The Consultant shall comply with SMC Ch. 20.45 and Equal Benefit Program Rules, which require the Consultant to provide the same or equivalent benefits (“equal benefits”) to domestic partners of employees as the Consultant provides to spouses of employees. At the City’s request, the Consultant shall provide information and verification of the Consultant’s compliance. Any violation of this Section is material breach, for which the City may exercise enforcement actions or remedies defined in SMC Chapter 20.45. Consultant compliance is documented in its completed Consultant Questionnaire.

10. SOCIAL EQUITY REQUIREMENTS.

A. Non-discrimination: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, age, sex, marital status, sexual orientation, gender identity, political ideology, creed, religion, ancestry, national origin, honorably discharged veteran or military status or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification. The Consultant shall affirmatively try to ensure applicants are employed, and employees are treated equally during employment, without regard to race, color, age, sex, marital status, sexual orientation, gender identify, political ideology, creed, religion, ancestry, national origin, honorably discharged veteran or military status or the presence of any sensory, mental or physical handicap. Such efforts include, but are not limited to employment, upgrading, demotion, transfer, recruitment, layoff, termination, rates of pay or other compensation, and training.

B. WMBE Inclusion: The Consultant shall seek inclusion of woman and minority businesses (WMBEs) for subcontracting. A WMBE is one that self-identifies to be at least 51% owned by a woman and/or minority. Such firms do not have to be certified by the State of Washington but must be registered in the City Online Business Directory.

(Option #1 Inclusion Plan NOT required) Inclusion efforts may include the use of solicitation lists, advertisements in publications directed to minority communities, breaking down total requirements into smaller tasks or quantities where economically feasible, making schedule or requirement modifications that assist WMBE businesses to compete, targeted recruitment, mentorships, using consultants or minority community organizations for outreach, and selection strategies that result in greater subconsultant diversity.

(Option #2 Inclusion Plan IS required) Inclusion responsibilities shall include those commitments agreed upon between the City and the Consultant as a result of the WMBE Inclusion Plan submitted with the Consultant Proposal and as agreed upon by the City. The Inclusion Plan is incorporated herein by this reference as an Attachment. See Exhibit C – WMBE Inclusion Plan. Comment by Carter, Stacy: IPs are required for all locally funded consultant contracts at $410K or greater. Note you can always require an IP if it brings value, i.e., there are subconsultant opportunities in the scope.

The Consultant’s Overall Contract Aspirational WMBE Goal is ##%.

C. Paid Sick Time and Safe Time Ordinance: The Consultant shall be aware that the City has a Paid Sick Time and Safe Time ordinance that requires companies to provide employees who work more than 240 hours within a year inside Seattle, with accrued paid sick and paid safe time for use when an employee or a family member needs time off from work due to illness or a critical safety issue. The ordinance applies to employers, regardless of where they are located, with more than four full-time equivalent employees. This is in addition and additive to benefits a worker receives under prevailing wages per WAC 296-127-014(4). City contract specialists may audit payroll records or interview workers as needed to ensure compliance to the ordinance. Please see http://www.seattle.gov/laborstandards, or you may call the Office of Labor Standards at 206-684-4500.

D. Other Labor Standards Requirements: The Consultant shall comply to the extent applicable, with the City's Minimum Wage labor standards as required by SMC 14.19, setting wage standards for employees working within city limits as well as the Wage Theft labor standards as required by SMC 14.20, setting basic requirements for payment of wages and tips for employees working within city limits and providing various payment documentation to employees.

E. Personnel Conduct: Consultant will ensure that its respective employees, agents, and subconsultants conduct themselves in a courteous and expeditious manner. The use of abusive, indecent, offensive, coarse, or insulting language, or any form of harassment is prohibited and will not be tolerated. Consultant’s employees, agents, and subconsultants will be competent and hold appropriate licenses and endorsements. The City may require the removal of any employee or subconsultant of Consultant for misconduct or incompetent or negligent performance. Such persons will not be allowed to perform services under this Agreement without the written consent of the City.

F. Compliance with Americans with Disabilities Act (ADA) and other disability laws: If the Consultant is providing services, programs or activities to City employees or members of the public, the Consultant shall not deny participation or the benefits of such services, programs, or activities to persons with disabilities on the basis of such disability. Consultant shall provide the services specified in this Contract in a manner that complies with Title II of the ADA and any and all other applicable federal, state and local disability laws and regulations at all times and at no additional cost to City, including but not limited to the Americans with Disabilities Act of 1990; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C § 701 et seq.; and the Washington Law Against Discrimination, Wash. Rev. Code Ann. § 49.60.

The final project design shall comply with all applicable laws, building codes and regulatory requirements, including but not limited to the requirements of the Americans with Disabilities Act (ADA) as amended (42 U.S.C. 12101 et seq.), its regulations, standards, and guidelines. In cases where Title II and III of the ADA differ, the design shall comply with the provision that provides the highest degree of access to individuals with disabilities. Additionally, in cases where the 2010 ADA Standards for Accessible Design and building codes and other regulations differ, the design shall comply with the standard that provides the highest degree of access to individuals with disabilities. It is the responsibility of the Consultant to determine the applicable code provisions.

Any violation of the requirements in Section 10.F shall be a material breach of contract and grounds for immediate termination of this Agreement, and Consultant may be subject to damages, sanctions, or other remedies as provided for under this Agreement or under applicable law.

G. Title VI Statement: The City of Seattle, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

11. PROTECTION OF PROPERTY

Consultant is responsible for protecting its persons and property at all times, including but not limited to supplies and equipment to perform services hereunder; Consultant releases and agrees to hold the City harmless from liability for losses or damages or any kind sustained by Consultant in performing the services required hereunder.

12. INDEMNIFICATION.

Consultant shall defend, indemnify, and hold the City harmless from and against all claims, demands, losses, damages or costs, including but not limited to damages arising out of bodily injury or death to persons and damage to property, caused by or resulting from:

· the sole negligence or willful misconduct of Consultant, its officers, employees, agents or subconsultants;

· the concurrent negligence of Consultant, its officers, employees, agents or subconsultants but only to the extent of the negligence of Consultant, its officers, employees, agents or subconsultants;

· the negligent performance or non-performance of the contract by the Consultant; or

· the use of any design, process, or equipment that constitutes an infringement of any patent in effect, or violates any other intellectual proprietary interest, including copyright, trademark, and trade secret.

Consultant waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend, and hold harmless the City and its officials, agents or employees.

13. INSURANCE.

Option 1 The insurance certification is not required to be submitted to the City. However, the Consultant agrees that it will maintain premises operations and vehicle liability insurance in force with coverages and limits of liability typically maintained by consultants performing work of a scope and nature similar to that called for under this Agreement, but in no event less than the coverages and/or limits required by Washington state law. Such insurance shall include “The City of Seattle” as an additional insured for primary and non-contributory limits of liability. Workers compensation insurance shall also be maintained if required by Washington state law. The Consultant shall provide evidence of insurance if requested by the City.

Option 2 A. Insurance certification and additional insured endorsement policy must be submitted to the City at DOT_CCU@Seattle.gov. The Consultant shall, at its sole cost and expense, obtain and maintain during the entire term of this Contract the minimum insurance set forth in Exhibit E – Insurance Requirements Transmittal Form.

B. Taking into account the scope of work and services to be performed by a subconsultant, the Consultant shall prudently determine whether, and in what amounts, each subconsultant shall obtain and maintain commercial general liability and any other insurance coverage. Any insurance required of subconsultants shall, where appropriate and/or applicable, name “The City of Seattle” as an additional insured.

14. AUDIT.

Upon request, the Consultant shall permit the City and any other governmental agency (“Agency”) involved in funding of the Work, to inspect and audit all pertinent books and records.