26-004QP_-_Contract_Template.docx

CONSULTANT AGREEMENT NO. 26-004QP

BETWEEN

THE CITY OF SEATTLE

SEATTLE DEPARTMENT OF TRANSPORTATION

AND

CONSULTANT NAME

FOR

ON-CALL PEDESTRIAN WAYFINDING

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.

RECITALS

The purpose of this contract is to provide Wayfinding Planning and Design for the Seattle Department of Transportation.

The Consultant was selected through a Request for Qualifications issued by the City dated Month ##, ####, in accordance with SMC 20.50.040/ RCW 39.80.040 (A/E).

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 June 30, 2030, unless amended by written agreement or terminated earlier under the termination provisions.

2. TIME OF BEGINNING AND COMPLETION.

The Consultant must 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 must 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.

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:

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, must 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 must 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.

If the services issued in a WA trigger additional insurance requirements beyond what was required for the base contract, a revised Insurance Transmittal with be included as an exhibit to the specific WA. Any such evidence of insurance is in addition to what was required in the base contract and does not replace the original coverages.

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 must be entitled to rely upon the authority of the Project Manager as the City’s Representative.

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

E. The Consultant must 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 must have sole authority to make changes in scope, budget, and/or schedule for services performed under this Agreement. The Consultant must 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.

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.

A. Total maximum compensation for services and related approved expenses under this Agreement must not exceed Six Hundred Thousand Dollars ($600,000) (Total Agreement Amount), exclusive of any applicable sales tax, 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.

B. The Consultant must 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 must 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 must 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.

C. Compensation for Services must not exceed the Total Contract Amount. For contracts where the Prime uses an audited overhead (ICR) rate, compensation must 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 must be the sum of the all-inclusive rates and any allowed direct costs.

D. Payments of amounts due under this Agreement must 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 must 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 must 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) must 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.

6.1 PAYMENT PROCEDURES.

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 must 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. A fully executed Work Authorization will serve as the Consultant’s Notice to Proceed with individual scopes of work under the on-call Agreement. The Consultant must 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 must 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 must 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 must 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.

All invoices must clearly indicate whether sales tax is included, excluded, or not applicable. If applicable, sales tax must be listed as a separate line item.

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 will provide no reimbursement. The Consultant must 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 will reimburse actual costs only, and no markup will 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 must 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 Expenses. Billing the City for the administrative and/or accounting time 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 tasks including file setups, managing your internal budget and costs, 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 are 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, time to get subconsultants under contract, 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. RESERVED

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 must 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 must 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 must 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 must 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 must be reimbursed at the actual cost incurred and no markup must 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 an undisputed 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 must 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 must pay the revised invoice within thirty (30) calendar days of receipt.

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

6.4 SUBCONSULTANT PAYMENTS REPORTING REQUIREMENTS.

This provision applies if a WMBE Inclusion Plan is required per section 10. SOCIAL EQUITY REQUIREMENTS subpart B or if a Plan is attached and made part of this Agreement. If no WMBE Inclusion Plan is required, Consultant shall not be required to report subconsultant payments.

Consultant agrees that if a WMBE Inclusion Plan is required this provision shall apply:

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

1) The Consultant must 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 must be submitted by the 15th day of every month thereafter.

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

4) The Consultant must 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 in the City’s Procurement Portal prior to completing the first online report. https://procurement.opengov.com/portal/seattle.

7) The Consultant must 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 must 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.

Certain services provided under this Contract may be subject to Washington State retail sales tax pursuant to Engrossed Substitution Senate Bill (ESSB) 5814, effective October 1, 2025 (link). All direct expenses incurred in the performance of taxable services shall be billed at cost plus applicable Washington State sales tax, if the underlying services are taxable. Comment by Palmer, Julidta: @Donoghue, Maura added tax language. Let me know if you’d rather the paragraph be in the invoice section. Alternatively, we could move the last sentence with a little preamble to the invoice section. Comment by Donoghue, Maura: move the last sentence to the invoice section.

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

D. 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:

Peter Samuels Seattle Department of Transportation PO Box 34996 Seattle, WA 98124-4996 425-571-6903 Email: Peter.Samuels@seattle.gov 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 $71,000 or above, including amendments. The Consultant must 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 must 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 must 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 must 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 must 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’s Procurement Portal at https://procurement.opengov.com/portal/seattle.

Inclusion responsibilities must 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.

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 with one or more employees who work in Seattle to provide employees 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 one or more employees in Seattle. 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. For more information please see http://www.seattle.gov/laborstandards, or you may call the Office of Labor Standards at 206-256-5297.

D. Other Labor Standards Requirements: The Consultant must 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. All documents and deliverables provided which are to be publicly posted on City Websites must be submitted in an editable format (Word, Power Point, Excel, or other appropriate editable format) and must comply with ADA digital accessibility standards.

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 must 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.

A. Insurance certification and additional insured endorsement policy must be submitted to the City at DOT_CCU@Seattle.gov. The Consultant must, 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 must prudently determine whether, and in what amounts, each subconsultant must obtain and maintain commercial general liability and any other insurance coverage. Any insurance required of subconsultants must, where appropriate and/or applicable, name “The City of Seattle” as an additional insured.

14. AUDIT.

Upon request, the Consultant must permit the City and any other governmental agency (“Agency”) involved in funding of the Work, to inspect and audit all pertinent books and records. This includes work of the Consultant, any subconsultant, or any other person or entity that performed connected or related Work. Such books and records must be made available at any and all times deemed necessary by the Agency, including up to six years after final payment or release of withheld amounts. Such inspection and audit must occur in King County, Washington or other reasonable locations that the Agency selects. The Consultant must permit the Agency to copy books and records. The Consultant must ensure that inspection, audit and copying rights of the Agency is a condition of any subcontract, agreement, or other arrangement under which any other person or entity may perform work under this Agreement.

15. INDEPENDENT CONSULTANT.

A. The Consultant is an independent Consultant. This Agreement does not intend the Consultant to act as a City employee. The City has neither direct nor immediate control over the Consultant nor the right to control the manner or means by which the Consultant works. Neither the Consultant nor any Consultant employee must be an employee of the City. This Agreement prohibits the Consultant to act as an agent or legal representative of the City. The Consultant is not granted express or implied rights or authority to assume or create any obligation or responsibility for or in the name of the City, or to bind the City. The City is not liable for or obligated to pay sick leave, vacation pay, or any other benefit of employment, nor to pay social security or other tax that may arise from employment. The Consultant must pay all income and other taxes as due. The Consultant may perform work for other parties; the City is not the exclusive user of the services that the Consultant provides.

B. If the City needs the Consultant to Work on City premises and/or with City equipment, the City may provide the necessary premises and equipment. Such premises and equipment are exclusively for the Work and not to be used for any other purpose.

C. If the Consultant works on the City premises using City equipment, the Consultant remains an independent Consultant. The Consultant will notify the City Project Manager if s/he or any other Workers are within 90 days of a consecutive 36-month placement on City property. If the City determines using City premises or equipment is unnecessary to complete the Work, the Consultant will be required to work from its own office space or in the field. The City may negotiate a reduction in Consultant fees or charge a rental fee based on the actual costs to the City, for City premises or equipment.

16. KEY PERSONS.

The Consultant must not transfer or reassign any individual designated in this Agreement as essential to the Work, without the express written consent of the City, which must not be unreasonably withheld. If any such individual leaves the Consultant’s employment, the Consultant must present to the City one or more individuals with greater or equal qualifications as a replacement, subject to the City’s approval, which must not be unreasonably withheld. The City’s approval does not release the Consultant from its obligations under this Agreement.

17. ASSIGNMENT AND SUBCONTRACTING.

The Consultant must not assign or subcontract its obligations under this Agreement without the City’s written consent, which may be granted or withheld in the City’s sole discretion. Any subcontract made by the Consultant must incorporate by reference this Agreement, except as otherwise provided. The Consultant must ensure that all subconsultants comply with the obligations and requirements of the subcontract. The City’s consent to any assignment or subcontract does not release the consultant from liability or any obligation within this Agreement, whether before or after City consent, assignment, or subcontract.

18. CITY ETHICS CODE (SMC 4.16.010 TO .105).

A. The Consultant must promptly notify the City in writing of any person expected to be a Consultant Worker (including any Consultant employee, subconsultant, principal, or owner) and was a former City officer or employee within the past twelve (12) months.

B. The Consultant must ensure compliance with the City Ethics Code by any Consultant Worker when the Work or matter related to the Work is performed by a Consultant Worker who has been a City officer or employee within the past two years.

C. The Consultant must provide written notice to the City of any Consultant worker who must or is expected to perform over 1,000 hours of contract work for the City within a rolling 12-month period. Such hours include those performed for the Consultant and other hours that the worker performed for the City under any other contract. Such workers are subject to the City Ethics Code, SMC 4.16. The Consultant must advise their Consultant Workers.

D. The Consultant must not directly or indirectly offer anything of value (such as retainers, loans, entertainment, favors, gifts, tickets, trips, favors, bonuses, donations, special discounts, work or meals) to any City employee, volunteer or official that is intended, or may appear to a reasonable person to be intended, to obtain or give special consideration to the Consultant. Promotional items worth less than $25 may be distributed by the Consultant to City employees if the Consultant uses the items as routine and standard promotional materials. Any violation of this provision may cause termination of this Agreement. Nothing in this Agreement prohibits donations to campaigns for election to City office, so long as the donation is disclosed as required by the election campaign disclosure laws of the City and of the State.

E. Campaign Contributions (Initiative Measure No. 122): Elected officials and candidates are prohibited from accepting or soliciting campaign contributions from anyone having at least $250,000 in contracts with the City in the last two years or who has paid at least $5,000 in the last 12 months to lobby the City. For more information about the measure, please contact the Seattle Ethics and Elections Commission with questions at ethicsandelections@seattle.gov.

19. NO CONFLICT OF INTEREST.

The Consultant confirms that the Consultant or workers have no business interest or a close family relationship with any City officer or employee who was or will be involved in the consultant selection, negotiation, drafting, signing, administration or evaluation of the Consultant’s work. As used in this section, the term Consultant includes any worker of the Consultant who was, is, or will be, involved in negotiation, drafting, signing, administration or performance of the Agreement. The term close family relationship refers to: spouse or domestic partner, any dependent parent, parent-in-law, child, son-in-law, daughter-in-law; or any parent, parent in-law, sibling, uncle, aunt, cousin, niece or nephew residing in the household of a City officer or employee described above.

20. ERRORS AND OMISSIONS, CORRECTIONS.

Consultant is responsible for professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by or on the behalf of the Consultant under this Agreement. Consultant, without additional compensation, must correct or revise errors or mistakes in the designs, drawings, specifications, and/or other consultant services immediately upon notification by the City. The obligation provided for in this Section regarding acts or omissions resulting from this Agreement survives Agreement termination or expiration.

21. INTELLECTUAL PROPERTY RIGHTS.

A. Copyrights. The Consultant must retain the copyright (including the right of reuse) to all materials and documents prepared by the Consultant for the Work, whether or not the Work is completed. The Consultant grants to the City a non-exclusive, irrevocable, unlimited, royalty-free license to use copy and distribute every document and all the materials prepared by the Consultant for the City under this Agreement. If requested by the City, a copy of all drawings, prints, plans, field notes, reports, documents, files, input materials, output materials, the media upon which they are located (including cards, tapes, discs, and other storage facilities), software program or packages (including source code or codes, object codes, upgrades, revisions, modifications, and any related materials and/or any other related documents or materials developed solely for and paid for by the City to perform the Work, must be promptly delivered to the City.

B. Patents: The Consultant assigns to the City all rights in any invention, improvement, or discovery, with all related information, including but not limited to designs, specifications, data, patent rights and findings developed with the performance of the Agreement or any subcontract. Notwithstanding the above, the Consultant does not convey to the City, nor does the City obtain, any right to any document or material utilized by the Consultant created or produced separate from the Agreement or was pre-existing material (not already owned by the City), provided that the Consultant has identified in writing…