City_Technology_Terms_and_Conditions.pdf

Technology Contract – Purchasing, FAS (Rev. 10/5/2023)

Note: This contract indicates terms and conditions required by the City of Seattle. All submitting companies agree to the terms and conditions of this contract. Contractors may submit requests for exceptions at the time of proposal submittal; and the City may consider such requests but is not obligated to accept such requests. The City may also make changes to best reflect the project and interests of the City prior to submittal of the final Contract for signature.

TECHNOLOGY CONTRACT

City of Seattle CONTRACT FOR TR0 RFP# 6357 USDOT/FHWA TRAFFIC MANAGEMENT EQUIPMENT AND SERVICES (ATTACHMENT

D)

Table of Contents

I. General Terms and Conditions

Definitions

Term of Contract

Pricing

4. Payment Procedures

5. Survivorship

6. Expansion Clause

7. Scope of Work

8. Rejection of Equipment

9. Purchase Order Process

10. Documentation

11. Indemnification

12. Insurance

13. Risk of Loss, Freight, Overages or Underages

14. Contract Notices, Deliverable Materials and Invoices Delivery

15. Representations

16. Miscellaneous Laws, Regulations, Policies

17. Assignment and Subcontracting

18. General Legal Requirements

19. Violations of Law

20. Review of Contractor Records

21. Independent Contractor

22. Errors & Omissions: Correction

23. Intellectual Property Rights

24. Dispute Resolution

25. Termination

26. Force Majeure – Suspension and Termination

27. Major Emergencies or Disasters

28. Section Headings, Incorporated Documents and Order of Precedence

29. Contractor Authorizations

30. Ability to Perform

31. Miscellaneous Provisions

II. Software Terms and Conditions

32. License for Use

33. Warranties

34. Ownership of Data

35. Software Upgrades and Enhancements and Optional Modules

III. Data and Security Terms and Conditions

36. Contractor Cyber Security Program

37. Contractor Cyber Security and Data Security

IV. Hardware Terms and Conditions

38. Equipment Warranty

39. Title to Equipment

V. EXHIBITS

TECHNOLOGY CONTRACT

City of Seattle

CONTRACT FOR TR0 6357 USDOT/FHWA TRAFFIC MANAGEMENT EQUIPMENT AND SERVICES

This Contract is made and entered into by and between City of Seattle (“City”), a Washington municipal corporation; and Supplier Name Click or tap here to enter text. (Address: Vendor Address Click or tap here to enter text. ) (“Contractor”), a corporation of the State of Click or tap here to enter text. , and authorized to do business in the State of Washington.

WHEREAS, the purpose of this contract is for SDOT to implement and evaluate, using Contractor-supplied analytics platform and other means, advanced pedestrian traffic signal operations relying on passive pedestrian counting, as well as passive bicycle detection, for input to traffic signal controllers, using artificial intelligence (AI)-processed video as the data source; and

WHEREAS, Contractor was selected as a result of a Request for Proposal process initiated _______20__ as required by Seattle Municipal Code since costs are anticipated to exceed the City Formal Threshold in value; and

WHEREAS, funds for this purpose are authorized through the City of Seattle annual budget;

NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performance of the Scope of Work contained herein, as attached and made a part hereof, the City and Contractor mutually agree as follows:

I. GENERAL TERMS AND CONDITIONS

Definitions

1.1. Acceptance/Accepted/Accept: A Service or Deliverable has successfully completed the acceptance process if no notice of non-Acceptance is received within twenty (20) days of installation. s Any notice of non-Acceptance by the City will contain reasonable detail on how the Service or Deliverable did not conform to the applicable Purchase Order or SOW. Upon receipt of notice, Contractor shall use commercially reasonable efforts to correct any deficiencies in the Service or Deliverable so that they materially conform to the Purchase Order or SOW.

1.2. Agreement: See definition of “Contract”.

1.3. Change Order: A written modification, addition or deletion to any part of the Contract, a Scope of Work or Purchase Order which is signed by both parties.

1.4. City Data: Information, software, and content that the City provides, including, without limitation, any hypertext markup language files, scripts, programs, recordings, sound, music, graphics, images, applets or servlets that the City or its Subcontractors create, install, upload or transfer in or through to the System.

1.5. City Formal Threshold: The current City Formal Threshold may be found here:

https://www.seattle.gov/purchasing-and-contracting/purchasing#howdoesthecitybuyproductsandservices.

1.6. Contract: The writings and drawings embodying the legally binding obligations between the City and the Contractor as set forth more specifically in Section 2 Term of Contract and Section 33 Section Headings, Incorporated Documents and Order of Precedence.

1.7. Contract Administrator: Assigned individual from Purchasing and Contracting at the Seattle Department of Finance and Administrative Services.

https://www.seattle.gov/purchasing-and-contracting/purchasing#howdoesthecitybuyproductsandservices https://www.seattle.gov/purchasing-and-contracting/purchasing#howdoesthecitybuyproductsandservices

1.8. Contract Amendment: A written change to the Contract signed by both parties.

1.9. Contractor: The individual, association, partnership, firm, company, corporation, or combination thereof, including joint ventures, contracting with the City for the performance of Services or Work under this Contract.

1.10. Deliverable: A tangible or intangible product or service produced by the Contractor as a result of purchase agreement governed by the Contract. Examples of a deliverable are, a report, a document, a software product, a server upgrade or any other building blocks of an overall project. A deliverable may be composed of multiple smaller deliverables. All deliverables must be Accepted by the City.

1.11. Documentation: Technical documentation to be provided and delivered by Contractor relating to the Services provided under this Contract, including but not limited to design documents, functional specifications, technical specifications, systems documentation, and manuals describing how to operate and support the software as configured and the technical objects provided in this Contract without additional charge other than the charges set forth in the applicable SOW, as may be amended by the parties. Documentation also includes information about the performance of the Services such as status reports or other information related to the Services provided under this Contract. Documentation also includes training materials.

1.12. Equipment: Tangible property (that is not land or buildings) that facilitates business operations.

1.13. Force Majeure Event: An event that prohibits performance and is beyond the control of the party.

Such events may include natural or man-made disasters, or an action or decree of a superior governmental body, which prevents performance.

1.14. Hardware: See definition of “Equipment”.

1.15. Hosted Services: A type of Service which involves a party other than the City, providing the physical data center space, hardware, database software and other software as agreed upon, as well as the labor necessary to maintain the underlying infrastructure of the System. Project Manager – City: The individual designated by the City to manage the project on a daily basis and who may represent the City for contract administration.

19.1. Project Manager – Contractor: The individual designated by the Contractor to manage the project on a daily basis and who may represent Contractor for contract administration.

19.2. RFP: The Request for Proposal issued by the City with RFP No. 6357 entitled “TR0 RFP# 6357

USDOT/ FHWA TRAFFIC MANAGEMENT EQUIPMENT AND SERVICES.”

1.16. Software: The information and collection of instructions and data, in the form of computer programs that make a computer carry out certain functions, and includes firmware.

1.17. Specifications: The technical requirements for, and performance standards of, the System as set forth in the RFP, Contractor’s RFP response, the Contract (including all exhibits, attachments, and amendments) and any adjustments made while covered under the System Support Agreement. Unless otherwise agreed in writing, Contractor may not modify Specifications previously made available to the City in a manner that would reduce, diminish or otherwise adversely impact such Specifications.

1.18. Scope of Work (SOW): An attachment to this Contract, which is incorporated herein, consisting of written descriptions of Equipment and Systems to be supplied.

1.19. Services: The activities, services, functions and responsibilities to be provided by Contractor as specifically set forth in the Scope of Work. Services do not involve the delivery of any specific manufactured goods.

1.20. Contractor: The individual, association, partnership, firm, company, corporation, or combination thereof, including joint ventures, contracting with the City for the performance of Services or Work under this Contract.

1.21. Contractor Technology: Software, hardware, or any other intellectual property owned by or licensed by the Contractor and used in the performance of the Scope of Work.

1.22. Work: All work product created by Contractor or its subcontractor pursuant to the terms of this Contract, including any data, drawings, technical information, documentation, reports, notes, work papers, review sheets, software, or other material delivered to the City by Contractor arising out of, or resulting from, the Scope of Work provided by Contractor under this Contract.

1.23. Purchase Order: Written documents signed by both parties and generated by the City upon which Contractor shall commence or deliver certain of the Scope of Work set forth in the applicable Scope of Work.

Term of Contract

This Contract shall allow orders to be placed for one-year with four (4) one-year extensions allowed at the option of the City. The grant funding the work on this contract expires on July 16, 2025. At the discretion of the City, the contract may be extended if additional funding becomes available. The Contractor may provide a notice to not extend, but must provide such notice at least 45 days prior to the renewal date.

Pricing

3.1. Pricing reflects the following Terms. These are in addition to annual Prevailing Wage adjustments if required. The Contract Administrator may exempt these requirements for extraordinary conditions that could not have been known by either party at the time of bid or other circumstances beyond the control of both parties, as determined in the opinion of the Contract Administrator. Such changes (whether increases or decreases) may only be issued by the Contract Administrator (Department of Finance and Administrative Services). No other individual or City Department is authorized to approve such modifications. Changes shall be issued in writing by the Contract Administrator. Absent a written contract document, such changes shall not be considered effective. The Change Order shall not require joint signature, and implies concurrence unless the Contractor rejects in writing immediately upon receipt of such a Change Order.

3.2. Requests for Price Decreases: Contractors can offer greater discounts or lower prices at any time when a specific order is placed or when a long-term change in costs allows the Contractor to offer a permanent change to the contract prices. Requests that reduce pricing charged to the City may be delivered to the Contract Administrator at any time during the contract period. Such price reductions should use the same pricing structure as the original contract (i.e. discounts below list, mark-up above, fixed price, or hourly rates). The City may likewise initiate a request to the Contractor for price reductions, subject to mutual agreement of the Contractor.

3.3. Requests for Price Increases: Requests that increase costs to the City must be delivered to the Contract Administrator in accordance with the rules below. No other employee may accept a rate increase request on behalf of the City. Any invoice that is sent to the City with pricing above that specified by the City in writing within this Contract or specified within an official written change issued by Purchasing to this contract, shall be invalid. Payment of an erroneous invoice does not constitute acceptance of the erroneous pricing, and the City would seek reimbursement of the overpayment or would withhold such overpayment from future invoices.

3.4. Discount from Manufacturer List Pricing: The City will not accept requests to change discount rates below Manufacturer List prices or mark-up above wholesale, except for those that are more favorable to the City than the original contract. As manufacturer list prices change, the net price to the City will automatically change in the same percentage as the discount rate to the City.

4. Payment Procedures

4.1 Once the City has received and accepted the equipment and/or services per a Purchase Order the City will provide payment within thirty (30) days. The aggregate amount represents the full and final amount to be paid by the City for all expenses incurred and incidentals necessary to complete the Work.

4.2 The City shall not be obligated to pay any other compensation, fees, charges, prices or costs, nor shall Contractor charge any additional compensation for completing the Purchase Order per the Scope of Work. All costs invoiced to the City, shall be associated with an active and open Purchase Order.

4.3 Payment does not constitute whole or partial acceptance.

4.4 Advance Payment Prohibited: The City does not accept requests for early payment, down payment or partial payment, unless the Bid or Proposal Submittal specifically allows such pre-payment proposals or alternates within the procurement process. Maintenance subscriptions may be paid up to three years in advance provided that should the City terminate early, the amount paid shall be reimbursed to the City on a prorated basis. All other expenses are payable net 30 days after receipt and acceptance of satisfactory compliance.

4.5 Taxes, Fees and Licenses

4.5.1. Taxes: Where required by state statute, ordinance or regulation, Contractor shall pay for and maintain in current status all taxes that are necessary for contract performance. Unless otherwise indicated, the City agrees to pay State of Washington sales or use taxes on all applicable consumer services and materials purchased. No charge by the Contractor shall be made for federal excise taxes and the City agrees to furnish Contractor with an exemption certificate where appropriate.

4.5.2. Fees and Licenses: Contractor shall pay for and maintain in a current status, any license fees, assessments, permit charges, etc., which are necessary for contract performance. It is the Contractor’s sole responsibility to monitor and determine any changes or the enactment of any subsequent requirements for said fees, assessments, or charges and to immediately comply with said changes during the entire term of this Contract. Contractor must pay all custom duties, brokerage or import fees where applicable as part of the Contract price. Contractor shall take all necessary actions to ensure that materials or equipment purchased are expedited through customs.

4.5.3. Washington State and Local Sales Tax: Contractor is to calculate and enter the appropriate Washington State and local sales tax on the invoice. Tax is to be computed on new items after deduction of any trade-in, in accordance with WAC 458-20-247.

5. Survivorship

All purchase transactions and deliverables executed pursuant to the authority of this Contract shall be bound by all the terms, conditions, prices and price discounts set forth herein, notwithstanding the expiration of the initial term of this Contract or any extensions thereof. Further, the terms, conditions and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract, shall do so. In addition, the terms of the sections titled Disputed Work, Indemnification, Review of Contractor Records, Dispute Resolution, Section Headings, Incorporated Documents and Order of Precedence, Publicity, Warranties, Title Warranty and Warranty Against Infringement, and Contractor Cyber Security and Data Security, shall survive the termination of this Contract.

6. Expansion Clause

This Contract may be expanded as mutually agreed and compliant with applicable requirements, if such expansion is approved in writing by the Contract Administrator from the Purchasing and Contracting Division of the Department of Finance and Administrative Services, City of Seattle (the “Contract Administrator”). No other City employee is authorized to make such written notices. The Contract Administrator will ensure the expansion meets the following criteria collectively as well as any statutory requirements in effect for contract modifications as may be required by the funding agency, as applicable: (a) it could not be separately bid; (b) the change is for a reasonable purpose; (c) the change was not reasonably known to either the City or vendors at time of bid or else was mentioned as a possibility in the bid (such as a change in environmental regulation or other law); (d) the change is not significant enough to be reasonably regarded as an independent body of work; (e) the change could not have attracted a different field of competition; and (f) the change does not vary the essential identity or main purpose of the Contract. The Contract Administrator shall make this determination, and may make exceptions for immaterial changes, emergency or sole source conditions, or for other situations as required in the opinion of the Contract Administrator. Certain Purchase Orders or changes are not considered an expansion of scope, including an increase in quantities ordered, the exercise of options and alternates in the bid, change in design and specifications that does not expand the work beyond the limits provided for above, or ordering of work originally identified within the originating solicitation. If such changes are approved, changes are conducted as a written order issued by the Contract Administrator in writing to the Contractor.

7. Scope of Work

Contractor shall provide the following products and/or services as attached in Exhibit A: Scope of Work (“SOW”), and the work shall be authorized by individual Purchase Orders executed in accordance with the Purchase Order provision herein. These products and/or services shall be termed “Work” herein.

8. Rejection of Equipment

Equipment shall not be deemed accepted until the City completes receipt, inspection, installation and a 90-day acceptance period after installation is completed. The City may reject equipment upon notice to the Contractor without the requirement to specify the reason(s) for rejection. The City can return non-conforming equipment, require Contractor to replace non-conforming equipment, or require Contractor to repair non-conforming equipment to meet the Scope of Work and Specifications, at the Contractor Cost.

9. Purchase Order Process

9.1. Each Purchase Order shall be subject to all of the terms and conditions of this Contract and incorporated into this Contract by this reference.

9.2. The City does not guarantee utilization of products and services provided for in this Contract for which the City has not issued a Purchase Order(s). The City may itself provide these products or services or may award contracts to other Contractors for similar products and services. In such instances, the Contractor shall not be responsible for the operation, performance or maintenance for equipment so obtained.

10. Documentation

10.1. Unless specified otherwise in attachments to the Contract, Contractor shall provide two (2) complete sets of documentation for each Software/Hardware order or System delivered, including technical and maintenance information, and, where applicable, installation information. Contractor shall also provide two (2) complete sets of documentation for each updated version of Software that Contractor provides.

Contractor shall provide the documentation on or before the date Contractor delivers its respective Software. There shall be no additional charge for this documentation or the updates, in whatever form provided. Contractor’s Software documentation shall be comprehensive, well structured, and indexed for each reference. If Contractor maintains its technical, maintenance and installation documentation on a web site, Contractor may fulfill the obligations set forth in this section by providing the City access to its web-based documentation information.

10.2. City reserves the right to withhold payment for a deliverable, modification or enhancement until it receives all documentation associated with the same.

11. Indemnification

To the extent permitted by law, the Contractor shall protect, defend, indemnify and hold the City harmless from and against all claims, demands, damages, costs, actions and causes of actions, liabilities, fines, penalties, judgments, expenses and attorney fees, resulting from the injury or death of any person or the damage to or destruction of property, or the infringement of any patent, copyright, trademark or trade secret, arising out of the Work performed or goods provided under this Contract, or any other acts or omissions by the Contractor, or the Contractor’s violation of any law, ordinance or regulation, contract provision or term, or condition of regulatory authorization or permit, except for damages resulting from the sole negligence of the City. As to the City of Seattle, the Contractor waives any immunity it may have under RCW Title 51 or any other Worker’s Compensation statute. The parties acknowledge that this waiver has been negotiated by them, and that the Contract price reflects this negotiation.

12. Insurance

Except as specified otherwise, Contractor shall obtain at time of award and maintain in force, minimum coverages and limits of liability of insurance specified below. If the Contractor fails to obtain or maintain these coverages, the City may withdraw its intent to award. All costs are borne by the Contractor.

12.1. Minimum Coverages and Limits of Liability. Contractor shall at all times during the term of this Agreement maintain continuously, at its own expense, minimum insurance coverages and limits of liability as specified below:

12.1.1. Commercial General Liability (CGL) insurance, including:

• Premises/Operations

• Products/Completed Operations

• Personal/Advertising Injury

• Contractual

• Independent Contractor s

• Stop Gap/Employers Liability with minimum limits of liability of $1,000,000 each occurrence combined single limit bodily injury and property damage (“CSL”), except:

$1,000,000 Personal/Advertising Injury

$1,000,000 each accident/disease/employee Stop Gap/Employer’s Liability

12.1.2. Automobile Liability insurance, including coverage for owned, non-owned, leased or hired vehicles with a minimum limit of liability of $1,000,000 CSL. Worker’s Compensation for industrial injury to Contractor’s employees in accordance with the provisions of Title 51 of the Revised Code of Washington.

12.2. City as Additional Insured. The City of Seattle shall be included as an additional insured under CGL and Automobile Liability insurance for primary and non-contributory limits of liability.

12.3. Limits of Insurance Coverage. The limits of insurance coverage specified herein this Insurance section are minimum limits of insurance coverage only and shall not be deemed to limit the liability of Contractor’s insurer except as respects the stated limit of liability of each policy. Where required to be an additional insured, the City of Seattle shall be so for the full limits of insurance coverage required by Contractor, whether such limits are primary, excess, contingent or otherwise. Any limitations of insurance liability shall have no effect on Contractor’s obligation to indemnify the City.

12.4. Minimum Security Requirement. All insurers must be rated A- VII or higher in the current A.M.

Best's Key Rating Guide and licensed to do business in the State of Washington unless coverage is issued as surplus lines by a Washington Surplus lines broker.

12.5. Self-Insurance. Any self-insured retention not fronted by an insurer must be disclosed. Any defense costs or claim payments falling within a self-insured retention shall be the responsibility of Contractor.

12.6. Evidence of Coverage. Prior to performance of any Work, Contractor shall provide certification of insurance acceptable to the City evidencing the minimum coverages and limits of liability and other requirements specified herein. Such certification must include a copy of the policy provision documenting that the City of Seattle is an additional insured for commercial general liability insurance on a primary and non-contributory basis. Certification should be issued to The City of Seattle, Risk Management Division, Seattle, WA and shall be delivered in electronic form either as an email attachment to riskmanagement@seattle.gov or faxed to (206) 470-1270.

13. Risk of Loss, Freight, Overages or Underages

Regardless of FOB point, Contractor agrees to bear all risks of loss, injury, or destruction of goods and materials ordered herein which occur prior to delivery and acceptance. Such loss, injury, or destruction shall not release Contractor from any obligations hereunder. Prices include freight prepaid and allowed. Contractor assumes the risk of every increase, and receives the benefit of every decrease, in delivery rates and charges. Shipments shall match the Purchase Order; any unauthorized advance or excess shipment is returnable at Contractor’s expense.

14.1. OSHA/WISHA: The Contractor certifies that products are designed and manufactured to meet the current federal and state safety and health regulations, including Federal Occupational Safety and Health Act of 1970 (OSHA), the Washington Industrial Safety and Health Act of 1973 (WISHA).

Contractor shall indemnify, defend, and hold the City harmless from all damages assessed against the City as a result of the failure of the products furnished under this Contract to so comply.

14.2. Workers Right to Know

14.2.1 “Right to Know” legislation required the Department of Labor and Industries to establish a program to make employers and employees more aware of the hazardous substances in their work environment. WAC 296-62-054 requires among other things that all manufacturers/distributors of hazardous substances, including any of the items listed on this ITB, RFP or contract bid or offer and subsequent award, must include with each delivery completed Material Safety Data Sheets (MSDS) for each hazardous material. Additionally, each container of hazardous material must be appropriately labeled with: the identity of the hazardous material, appropriate hazardous warnings, and the Name and Address of the chemical manufacturer, importer, or other responsible party.

14.2.2. Labor and Industries may levy appropriate fines against employers for noncompliance and agencies may withhold payment pending receipt of a legible copy of the MSDS. OSHA Form 20 is not acceptable in lieu of this requirement unless it is modified to include appropriate information relative to “carcinogenic ingredients” and “routes of entry” of the product(s) in question.

14. Contract Notices, Deliverable Materials and Invoices Delivery

Official Contract notices shall be delivered to the following addresses (or such other address(es) as either party may designate in writing):

15.1. If delivered by the U.S. Postal Service, it must be addressed to:

Abraham Cota

City of Seattle Purchasing and Contracting PO Box 94687 Seattle, WA 98124-4687

15.2. If delivered by any other company, it must be addressed to: Abraham Cota City of Seattle Purchasing and Contracting Seattle Municipal Tower 700 5th Ave., #4350 Seattle, WA 98104-5042

Phone: 206-684-0480 E-Mail: Abraham.Cota@seattle.gov

15.3. Project work, invoices and communications shall be delivered to the City Project Manager: City of Seattle

Attention: Click or tap here to enter text.

Address: Click or tap here to enter text.

Phone: Click or tap here to enter text.

E-Mail: Click or tap here to enter text.

15.4. If to the Contractor:

Contractor Contact: Click or tap here to enter text.

Contractor Name: Click or tap here to enter text.

Contractor Address: Click or tap here to enter text.

Phone: Click or tap here to enter text.

Fax: Click or tap here to enter text.

E-Mail: Click or tap here to enter text.

15. Representations

Contractor represents and warrants that it has the requisite training, skill and experience necessary to provide Work and is appropriately accredited and licensed by all applicable agencies and governmental entities.

16. Miscellaneous Laws, Regulations, Policies

In addition to other federal, state, or local laws specified elsewhere in this Contract, the Vendor shall comply with the following requirements:

17.1. Social Equity Requirements

17.1.1. Employment Actions: Contractor 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 or 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 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 or 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.

17.1.2. Contractor Conduct: Contractor 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. Contractor’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 Contractor for misconduct or incompetent or negligent performance. Such persons will not be allowed to perform services under this Contract without the written consent of the City.

17.1.3. Women and Minority Groups: In accordance with Seattle Municipal Code Chapter 20.42, Contractor shall actively solicit the employment and subcontracting of women and minority group members when there are commercially useful purposes for fulfilling the scope of work.

17.1.4. WMBE Inclusion: See Section 12 in the Federal Provisions Supplement Attachment E for Contracting with Small and Minority Businesses, Women’s Business Enterprises, and Labor Surplus Area Firms.

17.1.5. Compliance with Americans with Disabilities Act and other disability laws:

17.1.5.1. Contractor acknowledges that, pursuant to the Americans with Disabilities Act (ADA), as amended (42 U.S.C. Sec. 12101 et seq.), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor, must be accessible to individuals with a disability. Contractor shall provide the services and deliverables 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, 42 U.S.C. § 12101 et. seq. (“ADA”); 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. Such compliance may include, but not be limited to supporting assistive software or devices such as large print interfaces, text-to-speech output, voice activated input, refreshable braille displays, and alternative keyboard or pointer interfaces, in a manner that, at minimum, is consistent with the most current Web Content Accessibility Guidelines (https://www.w3.org/TR/WCAG21/#background-on-wcag-2) or its successor standard as updated. Contractor shall ensure that product maintenance and upgrades are implemented in a manner that does not compromise product accessibility at any time.

17.1.5.2. Contractor shall not discriminate against persons with a disability in the provision of services, benefits or activities provided under this Contract and further agrees that any violation of this prohibition on the part of the Contractor, its employees, agents or assigns will constitute a material breach of this Contract.

17.1.6. If upon investigation, the Director of Purchasing and Contracting Services finds probable cause to believe that the Contractor has failed to comply with the requirements of this Section, the Contractor shall be notified in writing. The Director of Finance and Administrative Services shall give Contractor an opportunity to be heard with ten calendar days’ notice. If, after the Contractor’s opportunity to be heard, the Director of Finance and Administrative Services still finds probable cause, s/he may suspend the Contract and/or withhold any funds due or to become due to the Contractor, pending compliance by the Contractor with the requirements of this Section.

https://www.w3.org/TR/WCAG21/#background-on-wcag-2

17.2. Equal Benefits

17.2.1. Compliance with SMC Ch. 20.45: The Contractor shall comply with the requirements of SMC Ch.

20.45 and Equal Benefits Program Rules implementing such requirements, under which the Contractor is obligated to provide the same or equivalent benefits (“Equal Benefits”) to its employees with domestic partners as the Contractor provides to its employees with spouses. At the City’s request, the Contractor shall provide complete information and verification of the Contractor’s compliance with SMC Ch. 20.45. Failure to cooperate with such a request shall constitute a material breach of this Contract. For further information about SMC Ch. 20.45 and the Equal Benefits Program Rules review information at http://www.seattle.gov/purchasing-and-contracting/social-equity/equal-benefits.

17.2.2. Remedies for Violations of SMC Ch. 20.45: Any violation of this Section shall be a material breach of Contract for which the City may:

17.2.2.1. Require the Contractor to pay actual damages for each day that the Contractor is in violation of SMC Ch. 20.45 during the term of the Contract; or Terminate the Contract;

or

17.2.2.2. Disqualify the Contractor from bidding on or being awarded a City contract for a period of up to five (5) years; or

17.2.2.3. Impose such other remedies as specifically provided for in SMC Ch. 20.45 and the Equal Benefits Program Rules promulgated thereunder.

17.3. Current and Former City Employees, Officers, and Volunteers

Throughout the term of the Contract, Contractor shall provide written notice to the City Contract Administrator and the City Project Manager of any current or former City employees, officials or volunteers that are working or assisting on solicitation of City business or on completion of the awarded contract. The Contractor must be aware of the City Ethics Code, Seattle Municipal Code 4.16 and advise Contractor workers as applicable.

17.4. No Conflict of Interest

Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. The Contractor shall promptly notify the City of any potential conflict of interest for review and determination. The Contractor shall incorporate this provision in all its subcontracts, requiring subcontractors to do the same in the event lower tier subcontracts are let.

17.5. No Gifts or Gratuities

Contractor shall not directly or indirectly offer anything of value (such as retainers, loans, entertainment, favors, gifts, tickets, trips, 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 Contractor. Promotional items worth less than $25 may be distributed by the Contractor to City employees if the Contractor uses the items as routine and standard promotions for business. Any violation of this provision may result in termination of this Contract. Nothing in this Contract 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.

17.6. 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 http://www.seattle.gov/purchasing-and-contracting/social-equity/equal-benefits http://www.seattle.gov/purchasing-and-contracting/social-equity/equal-benefits

$5,000 in the last 12 months to lobby the City. Please see Initiative 122, or call the Ethics Director with questions. For questions about this measure, contact: Seattle Ethics and Elections, at (206) 684-8500, or email EthicsAndElections@seattle.gov.

17.7. Paid Sick Time and Safe Time Ordinance

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

17.8. Other Labor Standards Requirements

The Contractor 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.

17.9. Contract Workers with 1,000 Hours

Throughout the term of the Contract, Contractor shall provide written notice to the City Contract Administrator and the City Project Manager of any contract worker that shall perform more than 1,000 hours of contract work for the City within a rolling 12-month period. Such hours include those that the contract worker performs for the Contract, and any other hours that the worker performs for the City under any other contract. Such workers are subject to the requirements of the City Ethics Code, Seattle Municipal Code 4.16. The Contractor shall advise their Contract workers as applicable.

17.10. Background Checks and Immigrant Status

Background checks will not be required for workers that will be performing the Work under this contract. The City has strict policies regarding the use of background checks, criminal checks and immigrant status for contract workers. The policies are incorporated into the contract and available for viewing on-line at http://www.seattle.gov/business/WithSeattle.htm.

17.11. Notification Requirements for Federal Immigration Enforcement Activities

Prior to responding to any requests from 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 Immigration Services (USCIS) regarding your City contract, Contractors shall notify the Project Manager immediately.

Such requests include, but are not limited to:

• 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 card key access and other areas designated as “private” or “employee only”); or

• requests for data or information (written or oral) about workers engaged in the work of this contract or City employees.

http://www.seattle.gov/laborstandards http://www.seattle.gov/business/WithSeattle.htm

No access or information shall be provided without prior review and consent of the City. The Contractor shall request the ICE authority to wait until the Project Manager is able to verify the credentials and authority of the ICE agent and will direct the Contractor on how to proceed.

17.12. City Debarment

17.12.1 In accordance with SMC Ch. 20.70, the Director of Finance and Administrative Services or designee may debar a contractor from entering into a contract with the City or from acting as a sub on any contract with the City for up to five years after determining that any of the following reasons exist:

17.12.1.1. Contractor has received overall performance evaluations of deficient, inadequate, or substandard performance on three or more City Contracts.

17.12.1.2. Contractor failed to comply with City ordinances or Contract terms, including but not limited to, ordinance or Contract terms relating to small business utilization, discrimination, prevailing wage requirements, equal benefits, or apprentice utilization.

17.12.1.3. Contractor abandoned, surrendered, or failed to complete or to perform work on or in connection with a City Contract.

17.12.1.4. Contractor failed to comply with Contract provisions, including but not limited to quality of workmanship, timeliness of performance, and safety standards.

17.12.1.5. Contractor submitted false or intentionally misleading documents, reports, invoices, or other statements to the City in connection with a Contract.

17.12.1.6. Contractor colluded with another contractor or vendor to restrain competition.

17.12.1.7. Contractor 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.

17.12.1.8. Contractor failed to cooperate in a City debarment investigation.

17.12.1.9. Contractor failed to comply with SMC 14.04, SMC Ch. 14.10, SMC Ch. 20.42, or SMC Ch. 20.45, or other local, State, or federal non-discrimination laws.

17.12.2 The Director may issue an Order of Debarment following the procedures specified in SMC

20.70.050. The rights and remedies of the City under these provisions are in addition to any other rights and remedies provided by law or under the Contract.

17.14.0 See Section 7 of the Federal Provisions Supplement, Attachment E for the federal certification requirements concerning Debarment, Suspension, Ineligibility and Voluntary Exclusion.

17.13. Inter-local Agreement Act

RCW Chapter 39.34 allows cooperative purchasing between public agencies, nonprofits and other political subdivisions. Public agencies that file an Intergovernmental Cooperative Purchasing Agreement with the City of Seattle may purchase from Contracts established by the City. Contractor agrees to sell additional items at the bid prices, terms and conditions, to other eligible governmental agencies that have such agreements with the City. The City of Seattle accepts no responsibility for the payment of the purchase price by other governmental agencies. Should the Contractor require additional pricing for such purchases, the Contractor is to name such additional pricing upon Offer to the City.

17.14. Confidentiality

17.14.1 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) 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.

17.14.1 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).

17.14.2 As mentioned above, all City of Seattle offices (“the City”) 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 can be found in RCW 42.56 and RCW 19.108.

17.14.2 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 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 days, the City may release the documents.

17.14.3 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.

17.15. Recycle Products Requirements

17.15.1. As required by Seattle Municipal Code 20.60, whenever practicable, Contractor shall use reusable products, recyclable products and recycled-content products including recycled content paper on all documents submitted to the City.

17.15.2. Contractors are to duplex all materials that are prepared for the City under this Contract, whether such materials are printed or copied, except when impracticable to do so due to the nature of the product being produced. Contractors are to use 100% post-consumer recycled content, chlorine-free paper in such products that are produced for the City, whenever practicable, and to use other paper-saving and recycling measures in business they conduct with and for the City. This directive is executed under the Mayor's Executive Order, issued February 13, 2005.

17. Assignment and Subcontracting

18.1. Assignment: Contractor shall not assign any of its obligations under this Contract without the City’s written consent, which may be granted or withheld in the City’s sole discretion.

18.2. Subcontracting: Contractor shall not subcontract any of its obligations under this Contract without the City’s written consent, which may be granted or withheld in the City’s sole discretion.

Contractor shall ensure that all subcontractors comply with the obligations, requirements and terms and conditions of the Contract, except for Equal Benefit provisions. The City’s consent to subcontract shall not release the Contractor from liability under this Contract, or from any obligation to be performed under this Contract, whether occurring before or after such consent to subcontract.

18.3. Key Persons and Subcontractors: Contractor shall not transfer, reassign or replace any individual or subcontractor that is determined to be essential or that has been agreed upon in the Contractor’s Subcontracting (Inclusion) Plan, without express written consent of the City. If during the term of this Contract, any such individual leaves the Contractor’s employment or any named subcontract is terminated for any reason, Contractor shall notify the City and seek approval for reassignment or replacement with an alternative individual or sub subcontractor. Upon the City’s request, the Contractor shall present to the City, one or more subcontractors or individual(s) with greater or equal qualifications as a replacement. Continued achievement of the Subcontracting (Inclusion) Plan that was incorporated into this Contract by reference, if any, and the associated subcontract awards, aspirational goals and efforts, will be one of the considerations in approval of such changes. The City’s approval or disapproval shall not be construed to release the Contractor from its obligations under this Contract.

18. General Legal Requirements

19.1. General Requirement: Contractor, at no expense to the City, shall comply with all applicable laws of the United States and the State of Washington; the Charter and ordinances of the City; and rules, regulations, orders, and directives of their administrative agencies and the officers thereof, including, but not limited to, Seattle Municipal Code Chapter 14.04 (Fair Employment Practices), Chapter 14.06 (Unfair Public Accommodations Practices), Chapter 14.10 (Fair Contracting Practices), Chapter 20.45 (City Contracts – Non-Discrimination in Benefits).