FAS_Citywide_Standard_(and_Roster)_Agreement_Template.docx

City of Seattle

(Enter Name of Department)

CONSULTANT (insert “ROSTER” if applicable) AGREEMENT

Title: (Insert brief descriptive title for the consultant service)

AGREEMENT NUMBER: (Enter Agreement Number)

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

The drafter of the contract should begin by viewing the footer of the document and entering the contract name and agreement number. Then enter information as requested in all text boxes highlighted in yellow. Delete any blank lines that result from editing.

Note: If the project is federally funded, the drafter will need to ensure compliance with all federal requirements and include all required federal contract clauses. For Federal Transit Administration (FTA) funded projects, see https://seattlegov.sharepoint.com/fas/purchasing-contracting/Pages/Federal-Consultant-Funding.aspx for more information and to obtain the listing of required clauses.

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This Agreement is made and entered into by and between the City of Seattle (“the City”), a Washington municipal corporation, through its (insert name of City department or agency), as represented by the (insert job title or Department head); and (insert legal name and address of Consultant) (“Consultant”), a (insert appropriate type of business: e.g. partnership, sole proprietorship, limited liability company, corporation, public benefit nonprofit) of the State of (insert state in which the corporation is chartered) and authorized to do business in the State of Washington.

Recitals:

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

Using Roster Consultants: Consultants selected from the Roster are limited to work within the Roster category they are approved to: Roster categories. Except for A&E contracts, you may solicit only one company that you will consider for a contract, however soliciting several consultants may be a better practice for a given situation.

The purpose of this contract is to (INSERT); and

The Consultant was selected through (examples: a selection from the Consultant Roster for Category XX, or …..through an SOQ issued by the City dated XX/XX/XXX, or ……..a Request for Proposal, ……or an Emergency, or ……a Sole Source, or ……..the public benefit nonprofit exception).

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

1. TERM OF AGREEMENT.

Instructions: Select OPTION 1 or OPTION 2 below.

Departments may choose Option 1 for projects that do not have strict project deadlines. This may be appropriate for most projects. There is a proven risk that contracts may terminate prematurely before work is completed because the termination date on the contract ends the contract earlier than the actual completion date of the work. The administrative process to amend a contract for time extension alone is disruptive, untimely and labor intensive. The approved language for Option 1 would eliminate these risks. However, it’s recommended you provide milestones or a project schedule with desired completion dates as part of the Scope of Work.

Departments may choose Option 2 for projects that have strict project deadlines, where timing is crucial. This may include projects for pre-construction services that are tied to a construction schedule; projects with specific milestones or deliverables tied to completion dates; and projects with federal or levy funding, etc. Note: federally funded projects may have more stringent requirements for contract terms, e.g., for FTA funded projects, contracts shall not exceed five years unless justified.

Delete the option you do not select, and delete the “OPTION 1” or “OPTION 2” label of the option you do select. Delete any blank lines resulting.

OPTION 1 [Note: It’s recommended you provide milestones or a project schedule with desired completion dates as part of the Scope of Work when using OPTION 1.] The term of this Agreement begins when fully executed by all parties and ends when work is completed and accepted by the City, unless amended by written agreement or terminated earlier under termination provisions.

OPTION 2 The term of this Agreement begins when fully executed by all parties, and ends on , unless amended by written agreement or terminated earlier under the termination provisions.

2. TIME OF BEGINNING AND COMPLETION. Comment by Larson, Steven: If this is an on-call contract, use the language below instead:

The Consultant shall begin the work outlined in the “Scope of Work” section (the “Work”) upon receipt of written Letter of Authorization to proceed from the City. The City will acknowledge in writing when the Work is complete. Time limits established pursuant to this Agreement or by Letter of Authorization 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 for conditions beyond the Consultant’s control.

The Consultant shall begin the work outlined in the “Scope 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 shall not be extended because of delays for which the Consultant is responsible, but may be extended by the City, in writing, for the City’s convenience or conditions beyond the Consultant’s control.

3. SCOPE OF WORK. Comment by Larson, Steven: If this is an on-call contract, use the language below instead:

The General Scope of Work is as follows:

INSERT SCOPE OF WORK

All Services under this Agreement shall only be authorized by an Amendment signed by the Director of ENTER DEPARTMENT NAME or by a Letter of Authorization to this Agreement signed by the Director of the ENTER DIVISION of ENTER DEPARTMENT NAME. Any such Letter of Authorization shall clearly outline the negotiated scope of work and fee for service, and provide the timeline for completion.

This Agreement does not guarantee work to the Consultant. If the Scope of Work, schedule, and/or not-to-exceed amount of compensation contemplated by the City are not acceptable to the Consultant, the Consultant shall notify the City in writing within five business days of receipt of the City’s Letter of Authorization.

Notwithstanding any other provisions of this Agreement, amendments to the Work shall be authorized only within the General Scope of Work as described herein, and for additional work not foreseen at the beginning of the term of this Agreement.

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

The Work shall, at all times, be subject to the City’s general review and approval. The Consultant shall confer with the City periodically during the progress of the Work, and shall prepare and present such information and materials (e.g., a detailed outline of completed Work) as may be pertinent, necessary, or requested by the City to determine the adequacy of the Work or the consultant’s progress.

3.1. Assignment of Work by the City’s Project Manager

The City’s Project Manager named in Section 7 of this Agreement is authorized to act on the City’s behalf in administration of this Agreement. Unless otherwise noted or until directed by the City to the contrary, the Consultant shall rely upon the authority of the Project Manager as the City’s Representative. The Consultant shall further rely upon the authority of any Project Manager named as the City’s Representative for specific scopes of work as provided in Letters of Authorization. The City reserves the right to change the Project Manager and will notify the Consultant of any such change.

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

Instructions: The Scope may be written within this Section or as an attachment. Select an option below and delete the other. The standard Scope of Work provision below must also be in this Section.

In developing a Scope, there should be a relationship between the Scope in this Section, including work tasks and deliverables, and the PAYMENT section, including dollar amounts, associated fees, charges and reimbursements.

The Scope should be consistent with an independent contractor (department will not direct or supervise work like that of a City employee (i.e. does not do performance evaluations, hire, terminate, discipline, not in the City Directory, etc.

If the scope has a Union position within your department that performs this work, notify the Union of your intent to contract.

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Option 1 The Scope of Work of this Agreement and the time scheduled for completion of such Work are:

Option 2 The Scope of Work for this Agreement and the time schedule for completion of such Work are described in Exhibit , which is attached to and made a part of this Agreement.

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 Consultant’s progress.

4. EXPANSION FOR NEW WORK.

This Agreement scope may be expanded for new work. Any expansion for New Work (work not specified within the original Scope of Work Section of this Agreement, and/or not specified in the original RFP 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 either the City or Consultant at time of contract or else was mentioned as a possibility in the solicitation (such as future phases of work, or a change in law); (d) the New Work is not significant enough to be reasonably regarded as an independent body of work; (e) the New Work would not have attracted a different field of competition; and (f) the change does not vary the essential identified or main purposes of the Agreement. The City may make exceptions for immaterial changes, emergency or sole source conditions, or other situations required in City opinion. Certain changes are not New Work subject to these limitations, such as additional phases of Work anticipated at the time of solicitation, time extensions, Work Orders issued on an On-Call contract, and similar. New Work must be mutually agreed and issued by the City through written Addenda. New Work performed before an authorizing Amendment may not be eligible for payment.

5. INTERLOCAL COOPERATION ACT.

Instructions: This Section implements the Council intention to allow Interlocal Agreement sharing of contracts, when the Council amended the SMC in 2005. That being said, this language below can be removed and RESERVED inserted after the title instead. This is not essential yet is reasonable to include if you anticipate this contract might be of interest for use by the contract entities.

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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 requires 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 of Seattle Agreement as the authority, the Consultant shall offer the same prices, terms and conditions. The City of Seattle accepts no responsibility for the choice of an agency to utilize the City contract, or for payment or performance.

6. PAYMENT. Comment by Larson, Steven: If this is an on-call contract, use the language below:

Consultant services under this Agreement shall be billed based upon negotiated hourly rates or lump sum payments, consistent with industry practice, set forth in Letters of Authorization and/or Amendments to this Agreement.

Payment is subject to the continuing appropriation authority of the Seattle City Council. Consultant agrees that there is no guarantee of a minimum amount of work or minimum payment under this contract.

Instructions: A more detailed payment explanation may be inserted by your department. It must include the maximum amount to be paid to the consultant per the scope, and benchmarks for when certain progress payments will be paid.

ROSTER contracts dollar values are limited to https://seattlegov.sharepoint.com/fas/purchasing-contracting/Pages/Bid-Limits-and-Thresholds.aspx.

DELETE Options 1 below and under 6.1 PAYMENT PROCEDURES if this agreement is for a lump sum or paid per deliverable. Note: The lump sum payment option is used rarely and is best for short-term projects (3 months or less) and/or where it is impractical to make incremental monthly payments. A Lump-sum payment is a one-time, single payment for the completion of the Scope of Work and does not allow for monthly payments or payments in advance.

A. Option 1 The Consultant will be reimbursed at a rate of $ /hr. Total compensation under this Agreement shall not exceed $ unless modified by a written amendment to this Agreement. The parties agree that the hourly rate includes all direct, indirect, and fixed fees for the project.

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

6.1 PAYMENT PROCEDURES.

Instructions: Edit as appropriate for your department. This section should be developed and inserted by the department contracting for services. Below is a sample for departments to edit. Note that given Prompt Pay (section 6.3 below); you should not limit it to less frequently than once per month.

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

Option 2 [for lump-sum payments] The Consultant may submit an invoice to the City for the full PAYMENT amount upon completion of all Work. Invoices requesting payment for partial completion of Work will not be approved. Payment shall be made by the City to the Consultant upon the City’s receipt of a properly prepared invoice containing the information listed below:

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

Instructions: Delete the highlighted text after completion. Delete this box after completing.

City Contact Email / Phone

DEPARTMENT

PO Box Seattle WA 98124- XXXX Firm Contact Firm Name Email / Phone Firm Address

See attached checklist for further instructions.

Invoices must clearly display the following (sub-consultants' invoices must also include this information):

· Invoice Date and Invoice Number

· City Project Manager Name:

(Please do not put PM’s name in the address)

· Department Contract No.

· Contract Title:

· Period covered by the invoice

· Task # and title

· Employee's name and classification

· Employee's all-inclusive hourly rate and # of hours worked

· Total labor costs per task

· Itemization of direct, non-salary costs (per task, if so allocated)

· The following Sub-Consultant payment information will be provided (attach Sub- Consultant invoices as backup):

· Amount Paid to all Sub-Consultants for the invoice period (list separate totals for each Sub-Consultant).

· Cumulative To-Date amount paid to all Sub-Consultants (list separate totals for each Sub-Consultant).

· Cumulative costs per task and for the total project

Instructions: Delete paragraphs A and B below if not applicable. Delete this box after completing.

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

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

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

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

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

6.2 REIMBURSABLES Comment by Larson, Steven: If this is an on-call contract, use this language instead of provision A. Leave the other provisions in if applicable.

Reimbursable expenses, if any, are subject to the provisions of the Letter of Authorization or Amendment to this Agreement authorizing the Consultant services. All reimbursable expenses are subject to prior approval by the Project Manager, in accordance with applicable City policy. The City shall reimburse actual costs only, and no markup shall be applied to such actual costs. Reimbursement for travel costs are specifically excluded, unless authorized in writing by the City’s Project Manager.

Instructions: This section is the City travel policy. Delete, edit or keep. This should be used if there is travel or other reimbursables, and you do not have department-specific travel rules. Ensure every and any federal contract requirement is expressed, if applicable and additional to Section 4 item B above. Check for duplication of specifications about these items and delete this working or those within your own documents, as you prefer.

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If the Agreement specified reimbursables to be compensated by the City, the following limitations apply. If no travel or direct charges are identified and allowed in the Agreement, the City shall provide no reimbursement.

A. City will reimburse the Consultant at actual cost for expenditures that are pre-approved by the City in writing and are necessary and directly applicable to the work required by this Contract provided that similar direct project costs related to the contracts of other clients are consistently accounted for in a like manner. Such direct project costs may not be charged as part of overhead expenses or include a markup. Other direct charges may include, but are not limited to the following types of items: travel, printing, cell phone, supplies, materials, computer charges, and fees of subconsultants.

B. The billing for approved direct expenses shall include an itemized listing of charges supported by copies of original bills, invoices, expense accounts, subconsultant invoices, and other supporting documents used by the Consultant to generate invoice(s) to the City. The original supporting documents shall be available to the City for inspection upon request. All charges must be necessary for the services provided under this Contract.

C. The City will reimburse the actual cost for travel expenses incurred as evidenced by copies of receipts (excluding meals) supporting such travel expenses, and in accordance with the City of Seattle Travel Policy, details of which can be provided upon request.

D. Airfare: Pre-approved Airfare will be reimbursed at the actual cost of the airline ticket. The City will reimburse for Economy or Coach Fare only. Receipts detailing each airfare are required.

E. Meals: Meals will be reimbursed at the Federal Per Diem daily meal rate (excluding the “Incidental” portion of the published CONUS Federal M&I Rate) for the city in which the work is performed. Receipts may be required as documentation. The invoice shall state, “The meals are being billed at the Federal Per Diem daily meal rate”, and shall detail how many of each meal is being billed (e.g. the number of breakfasts, lunches, and dinners). The City will not reimburse for alcohol at any time.

F. Lodging: Lodging will be reimbursed at actual cost incurred up to a maximum of the published Runzheimer Cost Index for the city in which the work is performed (the current maximum allowed reimbursement amount can be provided upon request). Receipts detailing each day / night lodging are required. The City will not reimburse for ancillary expenses charged to the room (e.g. movies, laundry, mini bar, refreshment center, fitness center, sundry items, etc.)

G. Vehicle mileage: Vehicle mileage will be reimbursed at the Federal Internal Revenue Service Standard Business Mileage Rate in effect at the time the mileage expense is incurred. Please note: payment for mileage for long distances traveled will not be more than an equivalent trip round-trip airfare of a common carrier for a coach or economy class ticket.

H. Rental Car: Rental car expenses will be reimbursed at the actual cost of the rental. Rental car receipts are required for all rental car expenses. The City will reimburse for a standard car of a mid-size class or less. The City will not reimburse for ancillary expenses charged to the car rental (e.g. GPS unit).

I. Miscellaneous Travel (e.g. parking, rental car gas, taxi, shuttle, toll fees, ferry fees, etc.): Miscellaneous travel expenses will be reimbursed at the actual cost incurred. Receipts are required for each expense of $10.00 or more.

J. Miscellaneous other business expenses (e.g. printing, photo development, binding): Other miscellaneous business expenses will be reimbursed at the actual cost incurred and may not include a markup. Receipts are required for all miscellaneous expenses that are billed.

K. For in-house expenses, the Consultant will provide backup documentation. Examples of these types of costs include copies and fees for rentals of specialized equipment such as surveying equipment, noise monitoring equipment and diving equipment. Any rental fees for equipment owned by the Consultant must have a standard backup rental rate sheet that applies to the Consultant’s use of the equipment for clients.

Subconsultant: Subconsultant expenses will be reimbursed at the actual cost incurred. Copies of all Subconsultant invoices that are rebilled to the City are required.

6.3 PROMPT PAY.

Instructions: Do not modify or remove this section. For questions, call Steven Larson at 4-4529 or Julie Salinas at 4-0383.

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

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

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

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

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

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

Prompt Payment to Subconsultants

A. Cut-Off Date: Except as provided otherwise herein, payment for an invoice will be made to a subconsultant within thirty (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.

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

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

6.4 SUBCONSULTANT PAYMENTS REPORTING REQUIREMENTS.

Instructions: A WMBE Inclusion Plan is required on all projects valued at $395K or more or when the administering department has optioned to include the Plan for projects valued less than $395K.

Section 10.B Option 2 shall also be selected when a WMBE Inclusion Plan is required.

If the administering department has determined that a WMBE Inclusion Plan does not apply, i.e., the Consultant is a sole-proprietor or LLC and no subs will be used – please contact Miguel Beltran miguel.beltran@seattle.gov for further guidance.

For questions, call Steven Larson at 4-4529 or Julie Salinas at 4-0383.

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

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

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

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

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

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

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

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

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

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

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

The Consultant may contact (insert department name contact and phone number) 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.

7. TAXES, FEES AND LICENSES.

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

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

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

8. ADDRESSES FOR NOTICES AND DELIVERABLE MATERIALS.

Instructions: Select Option 1 or 2 and delete the other. Delete this box after completing.

Option 1 See section 6.1 PAYMENT PROCEDURES Option 2 Deliver all official notices and deliverable materials under this Agreement to:

City contact email/phone

DEPARTMENT

PO Box Seattle WA 98124- XXXX Firm Contact FirmName email/phone Firm Address

9. EQUAL BENEFITS.

This provision applies to all contracts valued at $67,000 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.

10. SOCIAL EQUITY REQUIREMENTS.

Instructions: Select Option 1 or Option 2 for section B and delete the other. Option 2 requires an Inclusion Plan for contracts estimated at $395,000 or more. Call Steven Larson at 684-4529 or Julie Salinas at 684-0383 if you have questions. Note: If the project is federally funded, different requirements may apply, e.g., instead of WMBE requirements, DBE requirements may apply.

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

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

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

(Option #2 Inclusion Plan IS required) Inclusion responsibilities shall include those commitments agreed upon between the City and the Consultant as a result of the WMBE Inclusion Plan submitted with the Consultant Proposal and as agreed upon by the City. The Inclusion Plan is incorporated herein by this reference as an Attachment.

C. Paid Sick Time and Safe Time Ordinance: The Consultant shall be aware that the City has a Paid Sick Time and Safe Time ordinance that requires companies to provide employees who work more than 240 hours within a year inside Seattle, with accrued paid sick and paid safe time for use when an employee or a family member needs time off from work due to illness or a critical safety issue. The ordinance applies to employers, regardless of where they are located, with more than four full-time equivalent employees. This is in addition and additive to benefits a worker receives under prevailing wages per WAC 296-127-014(4). City contract specialists may audit payroll records or interview workers as needed to ensure compliance to the ordinance. Please see http://www.seattle.gov/laborstandards, or you may call the Office of Labor Standards at 206-256-5297

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

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

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

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

11. PROTECTION OF PROPERTY

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

12. INDEMNIFICATION.

Instructions: This indemnification language is for any contract, whether engineering, architecture, or any other service. Departments can make decisions when modifying indemnification, and should ask Law for advice if you chose.

Delete this box after completing.

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

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

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

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

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

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

13. INSURANCE.

Instructions: Select Option 1 or 2 and delete the other. The insurance provisions included below are general purpose. For a consultant agreement, it may be necessary to increase or decrease the coverages and requirements. Departments should evaluate, with the advice of FAS Risk Management, the appropriate types and amounts of insurance coverage for each contract. Departments are required to contact the Risk Management office to determine the insurance requirements for consultant services that pose a “high” risk to the City, per the Risk Management Checklist. For more detailed descriptions of the Risk Management process for consultant contracts, including insurance documentation requirements, please refer to the Consultant Contracting Guidelines and/or Risk Management InWeb.

Option 1 Consultant agrees that it will maintain premises operations and vehicle liability insurance in force with coverages and limits of liability typically maintained by consultants performing work of a scope and nature similar to that called for under this Agreement, but in no event less than the coverages and/or limits required by Washington state law. Such insurance shall include “The City of Seattle” as an additional insured for primary and non-contributory limits of liability. Workers compensation insurance shall also be maintained if required by Washington state law.

Option 2 Insurance certification and additional insured endorsement policy must be submitted to the City. See attached “INSURANCE REQUIREMENTS AND TRANSMITTAL FORM.”

14. AUDIT.

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

15. INDEPENDENT CONSULTANT.

A. The Consultant is an independent Consultant. This Agreement does not intend the Consultant to act as a City employee. The City has neither direct nor immediate control over the Consultant nor the right to control the manner or means by which the Consultant works. Neither the Consultant nor any Consultant employee 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 City needs the Consultant to Work on City premises and/or with City equipment, the City may provide the necessary premises and equipment. Such premises and equipment are exclusively for the Work and not to be used for any other purpose.

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

16. KEY PERSONS.

The Consultant 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.

17. 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.

18. 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 twelve (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 years.

C. The Consultant shall provide written notice to the City 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.

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

19. NO CONFLICT OF INTEREST.

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

20. ERRORS AND OMMISSIONS, CORRECTIONS.

Consultant is responsible for professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by or on the behalf of the Consultant under this Agreement. Consultant, without additional compensation, 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.

21. INTELLECTUAL PROPERTY RIGHTS. Comment by Larson, Steven: Alternative language for IT related scope can be found in SPU boilerplates. Contact Kathy Peterson for assistance.

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.