Attachment_1_-_Consultant_Contract_with_Exhibits.pdf

26-114-S Page 1 of 14 On-Call Electrical Engineering Support Services SPU Rev: 11/12/2025

CONSULTANT AGREEMENT NO. 26-114-S

BETWEEN

THE CITY OF SEATTLE

SEATTLE PUBLIC UTILITIES

AND

«LEGALORGZNAME»

FOR

ON-CALL ELECTRICAL ENGINEERING SUPPORT SERVICES

This Agreement is made and entered into by and between the City of Seattle (“the City”), a Washington municipal corporation, through its Seattle Public Utilities (SPU), as represented by the General Manager/CEO; and «LegalOrgzName», dba. «Doing Business As», «Address Line1», «Address Line 2» «City», «State» «Postal Code» (“Consultant”), a «Legal Entity» of the State of «StateWhereIncorporated» and authorized to do business in the State of Washington.

Recitals:

The purpose of this Contract is to provide on-call electrical engineering support services including electrical safety, building electrification and decarbonization, energy performance compliance, and long-term resilience planning; and

The Consultant was selected through a competitive selection from the advertised Request for Qualifications.

In consideration of the terms, conditions, covenants and performance of the Statement 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 «Original End Date», unless amended by written agreement or terminated earlier under the termination provisions.

2. AGREEMENT AMOUNT AND FUNDING

Total compensation under this Agreement shall not exceed $«Original Contract Value ($)», exclusive of any applicable sales tax, unless revised through a written Amendment to this Agreement.

A. Rate sheets for the Agreement are provided in Exhibit B for the Consultant and Exhibit C for the Subconsultant(s), which are attached to and made a part of this Agreement.

B. The parties agree that the hourly billing rates include all direct, indirect, and fixed fees for the project and shall include only those costs allowed under Part 31 of the Federal Acquisition Regulations (FAR), which are incorporated by reference and set forth in Appendix 3, “ALLOWED AND NOT ALLOWED OVERHEAD COSTS”.

C. Future year hourly billing rates include cost escalation that may be applied on January 1 of each year.

D. Consultants with Multiplier rates are required to bill their actual hourly billing rate, not to exceed the maximum hourly billing rate.

E. RESERVED.

F. 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.

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.

https://dor.wa.gov/taxes-rates/retail-sales-tax/services-newly-subject-retail-sales-tax

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G. Consultant will receive an executed Work Assignment as an indication of Notice to Proceed. The Consultant shall not begin work prior to the date specified in the Work Assignment. The City reserves the right not to compensate the Consultant for work performed prior to issuance of the Work Assignment.

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

I. 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 in Attachment 1.

3. ADDRESSES FOR NOTICES AND DELIVERABLE MATERIALS

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

If to the City: If to the Consultant:

Jacob Daley, SPU Project Manager Jacob.Daley2@seattle.gov 425-566-9715 Seattle Public Utilities PO Box 34018 Seattle, WA 98124-4018

«LegalOrgzName» dba «Doing Business As» «Address Line1» «Address Line 2» «City», «State» «Postal Code»

Consultant Contacts:

Contact Type Contact Name Contact Phone Contact Email «ContactDetails_Contact Type»

«ContactDetails_Contact Name»

«ContactDetails_Contact Phone Number»

«ContactDetails_Contact Email»

4. TIME OF BEGINNING AND COMPLETION.

The Consultant shall begin the work outlined in the “Statement of Work” (“Work”) upon receipt of written notice to proceed from the City. The City will acknowledge in writing when the Work is complete. Time limits established under this Agreement or by Work Assignment 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.

5. STATEMENT OF WORK.

The general Statement of Work and schedule are described in Exhibit A, which is attached to and made a part of this Agreement. All Work under this Agreement shall only be authorized by a Work Assignment. This Agreement does not guarantee work to the Consultant.

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

Procedures for Issuing Work Assignments. When the City determines that services are required under this Contract, authorization shall be issued through a Work Assignment (see Work Assignment Master, Appendix 1) in accordance with the following process:

1. The City will complete Exhibit A, Statement of Work, and provide the Consultant with a detailed description of the specific services to be performed.

2. In response, the Consultant shall prepare and submit an Estimated Cost in the format of Exhibit B to accompany the

Work Assignment.

3. Upon review and negotiation of the Consultant’s cost proposal, the City will approve the agreed cost. The Consultant shall then sign the Work Assignment, after which SPU will countersign in accordance with established approval thresholds.

4. Once both parties have executed the Work Assignment, the Consultant is authorized to commence work on the Statement of Work beginning on the date specified in the Work Assignment.

mailto:Jacob.Daley2@seattle.gov

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Digital Materials: The Consultant shall provide digital materials, including reports, data, maps, graphs, and photos that are compatible with current SPU file and data formats. The design deliverables need to include all source files used, including photographs, video files, images, and fonts and delivered to SPU prior to the Contract end date. All digital materials become the property of the City.

Standards: If applicable, the Consultant shall be responsible for obtaining the most current City Standards for work included in this Contract. Standards may be obtained at the following City website http://www.seattle.gov/Utilities/Construction-and-Development.

CAD Standards, if applicable, are listed in Appendix 2.

6. EXPANSION FOR NEW WORK.

This Agreement scope may be expanded for new work. Any expansion for New Work (work not specified within the original Statement of Work Section of this Agreement, and/or not specified in the original solicitation (as intended work for the Agreement) must comply with all 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 by either the City or the 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 Assignments 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.

7. INTERLOCAL COOPERATION ACT.

RCW 39.34 allows cooperative agreements between public agencies and other political subdivisions, to share the work or results of work that each agency also has authority to independently perform. SMC 20.60.100 allows certain non-profits to also use these agreements. If a public agency files or has filed an Intergovernmental Cooperative Purchasing Agreement with the City Purchasing and Contracting Services Division, those agencies may utilize City contracts in lieu of their own selection process, as long as the contract meets the requirements of their local and state law. The Consultant may accept or decline such Work. If the Consultant accepts work from another public agency using the City Agreement as the authority, the Consultant shall offer the same prices, terms, and conditions. The City accepts no responsibility for the choice of an agency to utilize the City contract, or for payment or performance.

8. PAYMENT.

8.1 PAYMENT PROCEDURES.

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

Name Email Phone Accounts Payable Department Seattle Public Utilities PO Box 34018

SPU_AP_Contracts@seattle.gov 206-684-4626

See Attachment 1 Invoice Template and Instructions.

8.2 REIMBURSABLES.

A. General Provisions: The Consultant may be reimbursed for reasonable and necessary expenses directly related to services performed under this Agreement. All expenses shall be reimbursed at actual cost, with no markup. Itemized invoices with supporting documentation are required for all reimbursable expenses. The City reserves the right to reject reimbursement requests for expenses deemed excessive or unrelated to the scope of work.

B. Airfare: Reimbursement is limited to the actual cost of a coach or economy class ticket. Itemized receipts for each airfare expense are required.

C. Meals: Meal expenses are reimbursed at actual cost, subject to the applicable GSA Meals and Incidental Expenses

(M&IE) rate for the location of service. For travel days, the first/last day travel rate applies. Receipts are required for any meal expenses of $50.00 or more. Invoices must include the date, indicate if it was a first/last travel day, and http://www.seattle.gov/Utilities/Construction-and-Development mailto:SPU_AP_Contracts@seattle.gov

26-114-S Page 4 of 14 show the total daily amount billed. Alcoholic beverages are not reimbursable. (https://www.gsa.gov/travel/plan-book/per-diem-rates)

D. Lodging: Lodging expenses are reimbursed at actual cost, up to the federal hotel rate for the city in which the work is performed . Receipts must show the nightly rate and duration of stay. Ancillary charges to the room (e.g., movies, laundry, mini bar, fitness center, sundry items) are not reimbursable. (https://www.gsa.gov/travel/plan-book/per-diem-rates)

E. Vehicle Mileage: Mileage is reimbursed at the IRS Standard Business Mileage Rate in effect at the time of travel. For long-distance travel, reimbursement shall not exceed the equivalent round-trip airfare of a coach or economy class ticket. (https://www.irs.gov/tax-professionals/standard-mileage-rates)

F. Rental Car: Reimbursement is allowed for actual costs of renting a standard mid-size class vehicle or smaller.

Receipts are required for all rental charges. Ancillary expenses (e.g., insurance upgrades, GPS, additional equipment) are not reimbursable.

G. Miscellaneous Travel Expenses: Costs such as parking, public transportation, tolls, and fuel for rental vehicles are reimbursed at actual cost. Receipts are required for any individual expense of $10.00 or more.

H. Miscellaneous Business Expenses: Costs for printing, photo development, binding, and similar business-related items are reimbursed at actual cost, with no markup. Receipts must be provided for all billed expenses.

I. In-House Expenses: The Consultant must provide supporting documentation for in-house expenses, such as copies and equipment rental fees (e.g., surveying, noise monitoring, diving equipment). Equipment owned by the Consultant must be billed according to a standard rental rate sheet used with other clients.

J. Subconsultants: Subconsultant expenses will be reimbursed at actual cost. Copies of subconsultant invoices billed to the City must be provided.

8.3 PROMPT PAY.

Definitions A. An invoice is considered received when it is date-stamped at point of entry into the department. 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 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 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: Except as provided otherwise herein, payment for an invoice will be made to a Subconsultant within 30 calendar days of receipt by the Consultant. The Consultant may establish a monthly cut-off date of (to be established by Prime) that Subconsultants must submit an invoice in order to assure 30-day payment.

https://www.gsa.gov/travel/plan-book/per-diem-rates https://www.gsa.gov/travel/plan-book/per-diem-rates https://www.irs.gov/tax-professionals/standard-mileage-rates

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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 30 calendar days of receipt.

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

8.4 SUBCONSULTANT PAYMENTS REPORTING REQUIREMENTS.

This provision applies if a WMBE Inclusion Plan is required per Section 11. SOCIAL EQUITY REQUIREMENTS subpart B or if a Plan is attached and made part of this Agreement. If no WMBE Inclusion Plan is required, the Consultant shall not be required to report Subconsultant payments.

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

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 and subscribe to the City’s Procurement Portal at https://procurement.opengov.com/portal/seattle prior to completing the first online report.

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

9) The Consultant shall submit monthly Subconsultant monitoring reports as outlined in Attachment 1 Invoice Template and Instructions.

The Consultant may contact SPU_WMBE@seattle.gov or the Purchasing and Contracting division (PC), City of Seattle, Department of Finance and Administrative Services at 206-684-0444 for technical assistance in submitting the required reports.

9. 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 the 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.

https://seattleconsulting.diversitycompliance.com/ https://procurement.opengov.com/portal/seattle http://www.seattle.gov/Purchasing-and-Contracting/Social-Equity/Background-Checks

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10. EQUAL BENEFITS.

This provision applies to all contracts valued at $71,000 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.

11. 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 and subscribed to the City’s Procurement Portal at https://procurement.opengov.com/portal/seattle.

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 Exhibit D.

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. 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 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: The 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. The 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 the 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 https://procurement.opengov.com/portal/seattle http://www.seattle.gov/LaborStandards

26-114-S Page 7 of 14 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 these requirements 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.

12. PROTECTION OF PROPERTY.

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

13. INDEMNIFICATION.

The 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 the Consultant, its officers, employees, agents or subconsultants;

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

The 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.

14. INSURANCE.

Insurance certification and additional insured endorsement policy must be submitted to the City and shall be made a part of this Contract by reference. See attached Exhibit E Insurance Requirements and Transmittal Form.

15. AUDIT.

Upon request, the Consultant shall permit the City and any other governmental 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 shall be made available at any and all times deemed necessary by the agency, including up to six (6) years after final payment or release of withheld amounts.

Such inspection and audit shall occur in King County, Washington or other reasonable locations that the Agency selects.

The Consultant shall permit the Agency to copy books and records. The Consultant shall 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.

16. 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 shall 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 shall 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 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.

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The City may negotiate a reduction in the Consultant’s fees or charge a rental fee based on the actual costs to the City, for City premises or equipment. Such premises and equipment are exclusively for the Work and not to be used for any other purpose.

17. KEY PERSONS.

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

18. ASSIGNMENT AND SUBCONTRACTING.

The Consultant shall 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. The Consultant shall ensure that all subconsultants comply with all obligations and requirements applicable to the subcontracted work. 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.

Rights granted by this Agreement are personal in nature and may not be assigned or subcontracted without the written consent of the City.

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

A. The Consultant shall 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 12 months.

B. The Consultant shall 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

(2) years.

C. The Consultant shall provide written notice to the Contract Manager of any Consultant worker who shall 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 shall advise their Consultant Workers.

D. The Consultant shall 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 (2) years or who has paid at least $5,000 in the last 12 months to lobby the City. For more information about the measure, contact the Seattle Ethics and Elections Commission with questions at EthicsAndElections@seattle.gov.

20. 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.

mailto:EthicsAndElections@seattle.gov

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21. ERRORS AND OMISSIONS, CORRECTIONS.

The 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. The Consultant, without additional compensation, shall 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.

22. INTELLECTUAL PROPERTY RIGHTS.

A. Copyrights: The Consultant shall 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, shall 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 such material as pre-existing prior to commencement of the Work. If pre-existing materials are incorporated in the work, the Consultant grants the City an irrevocable, non-exclusive right and/or license to use, execute, reproduce, display, and transfer the pre-existing material, but only as an inseparable part of the work.

C. The City may make and retain copies of such documents for its information and reference with their use on the project. The Consultant does not represent or warrant that such documents are suitable for reuse by the City or others, on extensions of the project or on any other project.

23. NON-DISCLOSURE AGREEMENT.

A signed Non-Disclosure Agreement, Exhibit F, is not required.

24. PROPRIETARY AND CONFIDENTIAL INFORMATION.

The State of Washington’s Public Records Act (Release/Disclosure of Public Records) Under Washington State Law (reference RCW Chapter 42.56, the Public Records Act) states all materials received or created by the City of Seattle are considered public records. These records include, but are not limited to, bid or proposal submittals, agreement documents, contract work product, or other bid material.

The State of Washington’s Public Records Act requires that public records must be promptly disclosed by the City upon request unless that RCW or another Washington state statute specifically exempts records from disclosure. Exemptions are narrow and explicit and are listed in Washington State Law (Reference RCW 42.56 and RCW 19.108).

As mentioned above, all City offices are required to promptly make public records available upon request. However, under Washington State Law some records or portions of records may be considered legally exempt from disclosure. A list and description of records identified as exempt by the Public Records Act can be found in RCW 42.56 and RCW 19.108.

If the City receives a public disclosure request for any records or parts of records that Contractor has properly and specifically listed on the City Non-Disclosure Request Form (Form) submitted with Contractor’s bid/proposal, or records that have been specifically identified in this Contract, the City will notify Contractor in writing of the request and will postpone disclosure. While it is not a legal obligation, the City, as a courtesy, will allow Contractor up to ten (10) business days to obtain and serve the City with a court injunction to prevent the City from releasing the records (reference RCW 42.56.540). If you fail to obtain a Court order and serve the City within the ten (10) days, the City may release the documents.

The City will not assert an exemption from disclosure on Contractor’s behalf. If Contractor believes that its records are exempt from disclosure, Contractor is obligated to seek an injunction under RCW 42.56.540. Contractor acknowledges that the City will have no obligation or liability to Contractor if the records are disclosed.

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25. DISPUTES.

Any dispute or misunderstanding that may arise under this Agreement, concerning the Consultant’s performance, shall first be through negotiations, if possible, between the Consultant’s Project Manager and the City’s Project Manager. It shall be referred to the Director and the Consultant’s senior executive(s). If such officials do not agree upon a decision within a reasonable period of time, either party may decline or discontinue such discussions and may then pursue the legal means to resolve such disputes, including, but not limited to, alternative dispute resolution processes. Nothing in this dispute process shall mitigate the rights of the City to terminate the Contract. Notwithstanding all of the above, if the City believes in good faith that some portion of the Work has not been completed satisfactorily, the City may require the Consultant to correct such work prior to the City payment. The City will provide the Consultant an explanation of the concern and the remedy that the City expects. The City may withhold from any payment otherwise due, an amount that the City in good faith finds to be under dispute, or if the Consultant provides no sufficient remedy, the City may retain the amount equal to the cost to the City for otherwise correcting or remedying the work not properly completed.

26. TERMINATION.

A. For Cause: The City may terminate this Agreement if the Consultant is in material breach of this Agreement, and such breach has not been corrected to the City’s reasonable satisfaction in a timely manner.

B. For Reasons Beyond Control of the Parties: Either party may terminate this Agreement without recourse by the other where performance is rendered impossible or impracticable for reasons beyond such party’s reasonable control, such as, but not limited to, an act of nature, war or warlike operation, civil commotion, riot, labor dispute including strike, walkout or lockout, except labor disputes involving the Consultant’s own employees, sabotage, or superior governmental regulation or control.

C. For City’s Convenience: The City reserves the right to terminate this Agreement at any time, without the need to provide a reason, including for the City’s convenience, by giving written notice to the Consultant.

D. Notice: Notice of termination under this Section shall be given by the party terminating this Agreement to the other, not fewer than five (5) business days prior to the effective date of termination.

E. Actions upon Termination: If termination occurs and is not the fault of the Consultant, the Consultant shall be paid for the services properly performed prior to termination, with any reimbursable expenses then due, but such compensation shall not exceed the maximum compensation to be paid under the Agreement. The Consultant agrees this payment shall fully and adequately compensate the Consultant and all subconsultants for all profits, costs, expenses, losses, liabilities, damages, taxes and charges of any kind (whether foreseen or unforeseen) attributable to the termination of this Agreement.

F. Upon termination, the Consultant shall provide the City with the most current design documents, Contract documents, writings, and other products the Consultant has produced to termination, along with copies of all project-related correspondence and similar items. The City shall have the same rights to use these materials as if termination had not occurred.

27. CONSULTANT PERFORMANCE EVALUATION.

The Consultant’s performance will be evaluated by the City at the conclusion of the Contract.

28. DEBARMENT.

Federal Debarment: The Consultant shall immediately notify the City of any suspension or debarment or other action that excludes the Consultant or any subconsultant from participation in federal contracts. The Consultant shall verify all Subconsultants intended and/or used by the Consultant for performance of City Work are in good standing and are not debarred, suspended, or otherwise ineligible by the federal government. Debarment shall be verified at https://www.sam.gov. The Consultant shall keep proof of such verification of subconsultant debarment status within the Consultant records.

City of Seattle Debarment: Under SMC Chapter 20.70, the Director of Purchasing and Contracting (PC), as hereby delegated by the Director of Finance and Administrative Services, may debar and prevent a Consultant from contracting or subcontracting with the City for up to five (5) years after determining the Consultant:

A. Received overall performance evaluations of deficient, inadequate, or substandard performance on three (3) or more

City contracts;

https://www.sam.gov/

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B. Failed to comply with City ordinances or contract terms, including but not limited to, ordinance or contract terms related to woman and minority business utilization, discrimination, equal benefits, or other state, local or federal non-discrimination laws;

C. Abandoned, surrendered, or failed to complete or to perform work on or for a City contract;

D. Failed to comply with contract provisions, including but not limited to quality of workmanship, timeliness of performance, and safety standards;

E. Submitted false or intentionally misleading documents, reports, invoices, or other statements to the City in connection with a contract;

F. Colluded with another firm to restrain competition;

G. Committed fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a contract for the City or any other government entity;

H. Failed to cooperate in a City debarment investigation.

The PC Director or designee may issue an Order of Debarment under the SMC 20.70.050. Rights and remedies of the City under these provisions are besides other rights and remedies provided by law or under the Agreement.

29. MISCELLANEOUS PROVISIONS.

A. Consent Decree, as amended: Exhibit G & G-1 - RESERVED.

B. Amendments: No modification of this Agreement shall be effective unless in writing and signed by an authorized representative of each of the parties hereto.

C. Background Checks and Immigrant Status: The City may require background checks for the Consultant as well as some or all their employees and contracted workers who may perform work under this Contract. The City reserves the right to require such background checks at any time. The City has strict policies regarding the use of background checks, criminal checks, and/or immigrant status for contract workers. The policies are incorporated into this Contract and available for viewing on-line at http://www.seattle.gov/Purchasing-and-Contracting/Social-Equity/Background- Checks.

D. Federal Immigration Notification Requirements:

a. This Section applies to Consultant and their employees and contracted workers who (1) are working at City facilities or properties or (2) have access to City records, databases, technology, or information systems.

b. As used in this Section, “Federal Immigration Authority” means an employee or agent of any federal immigration agency, including the Immigration and Customs Enforcement (ICE), the U.S. Department of Homeland Security (DHS), Homeland Security Investigations (HSI), Enforcement Removal Operations (ERO), Customs and Border Protection (CBP), and U.S. Citizenship and Information Services (USCIS), or any other federal agency representative seeking to enforce immigration law.

c. Prior to responding to any requests from a Federal Immigration Authority for access to City property or City information provided to the Consultant through this Contract, Consultants shall notify the City’s Contract Manager immediately.

i. requests for access to non-public areas in City buildings and venues (i.e., areas not open to the public such as staff work areas that require key card access and other areas designated as “private” or “employee only”);

or

ii. requests for City records, databases, technology, or information (written or oral)

d. Access to non-public areas or information shall not be provided without prior review and consent of the City. The

Consultant shall request the Federal Immigration Authority wait until the City’s Contract Manager is able to verify the credentials and authority of the Federal Immigration Authority and direct the Consultant on how to proceed.

e. Consultant shall inform its employees and subcontractors of the requirements of this Section and shall include the requirements in this Section in all subcontracts for work under this Contract.

f. The requirements of this Section are intended to enable the City to verify that access to non-public City facilities, property, and information complies with federal and local law. Nothing in this Section shall be construed to require or permit any City employee, the Consultant, its employees, or its subcontractors to obstruct, interfere with, or otherwise fail to comply with requirements of federal and local law.

https://library.municode.com/wa/seattle/codes/municipal_code https://library.municode.com/wa/seattle/codes/municipal_code

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E. Binding Agreement: This Agreement shall not be binding until signed by both parties. The provisions, covenants, and conditions in this Agreement shall bind the parties, their legal heirs, representatives, successors and assigns.

F. Americans with Disabilities Act (ADA): Specific attention by the designer is required in association with the Americans with Disabilities Act (ADA) 42 U.S.C. 12101-12213 and 47 U.S.C. 225 and 611, its requirements, regulations, standards and guidelines, which were updated in 2010 and are effective and mandatory for all state and local government facilities and places of public accommodation for construction projects including alteration of existing facilities, as of March 15, 2012. The City advises that the requirements for accessibility under the ADA may contain provisions that differ substantively from accessibility provisions in applicable state and City codes, and if the provisions of the ADA impose a greater or equal protection for the rights of individuals with disabilities or individuals associated with them than the adopted local codes, the ADA prevail unless approval for an exception is obtained by a formal documented process. Where local codes provide exceptions from accessibility requirements that differ from the ADA Standards; such exceptions may not be permitted for publicly owned facilities subject to Title II requirements unless the same exception exists in the Title II regulations. It is the responsibility of the designer to determine the code provisions.

G. Federal, State, and Local Compliance: The Consultant, at no expense to the City, shall comply with all laws of the United States and Washington, the Charter and ordinances of the City of Seattle; and rules, regulations, orders and directives of their administrative agencies and officers, including, but not limited to, SMC Chapter 14.04 (Fair Employment Practices), Chapter 14.06 (Unfair Public Accommodations Practices), Chapter…