City of Seattle City Budget Of?ce CONSULTANT ROSTER AGREEMENT Title: Supporting LEAD in assessing impact - BENNETT MIDLAND LLC AGREEMENT NUMBER: 030201909 This Agreement is made and entered into by and between the City of Seattle (?the City"), a Washington municipal corporation. through its City Budget Of?ce. as represented by the City Budget Director; and BENNETT MIDLAND LLC, 245 West 29th Street, Floor 12A, New York, New York 10001 (?Consultant?), a limited iiability of the State of New York and authorized to do business in the State of Washington. Recitals: The purpose of this contract is to cotlaborate with the LEAD team. to review and assess Seattle?s LEAD program. The goal of this work is to establish a shared understanding of existing deliverables, reporting capabilities, protocols, and procedures in order to develop an appropriate set of performance metrics, inform future program evaluations, and aiign future budgeted resources and contract provisions with the program's foundational goals. The Consultant was selected through a selection from the Consultant Roster for Management Services (Small Businesses Only. In consideration of the terms. conditions, covenants and performance of the Scope of Work contained herein, the City and Consultant mutually agree as follows: 1. TERM OF AGREEMENT. The term of this Agreement begins when fully executed by all parties and ends when work is completed and accepted by the City, unless amended by written agreement or terminated earlier under termination provisions. 2. TIME OF AND COMPLETION. 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 Consuitant is responsible, but may be extended by the City, in writing, for the City's convenience or conditions beyond the Consuttant's control. 3. SCOPE OF WORK. The Scope of Work for this Agreement and the time schedule for completion of such Work are described in Exhibit A, 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 (eg. 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 speci?ed within the original Scope of Work Section of this Agreement, andior not speci?ed in the original RFP as intended work for the Agreement) must comply with all the following limitations and requirements: the New Work is not reasonable to solicit separately; the New Work is for reasonable purpose; the Supporting LEAD in assessing impact - BENNETT 1 Page MEDLAND LLC Agreement No. 030201909 FAS Rev: 91272019 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): the New Work is not significant enough to be reasonably regarded as an independent body of work: the New Work wouid not have attracted a different ?eld of competition; and 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 mutuaily 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. 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 2060.100 allows certain non?pro?ts to also use these agreements. If a public agency ?les 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 Seattie 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. This contract provides for a lump?sum payment negotiated based on cost to complete the Scope of Work, and shall include only those costs ailowed under Part 31 of the Federal Acquisition Regulations (FAR). which are incorporated by reference. Total compensation under this Agreement shall not exceed $86,000 uniess modi?ed by a written amendment to this Agreement. 6.1 PAYMENT PROCEDURES. The Consultant may submit an invoice to the City for the full PAYMENT amount upon completion of all Work. lnvoices 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 alt invoices and invoicelbilling notices under this Agreement to: If to the City: If to the Consultant: Shino Fibbs Angela Ferrante City Budget Of?ce angela@bennettmidland.com slum: Bennett Midland LLC p0 Box 94749 245 West 2ch Street. Floor 12A Seattle WA 931244747 New York, New York 10001 See attached checklist for further instructions. Invoices must clearly display the following (sub-consultants' invoices must also include this information; Supporting LEAD in assessing impact - BENNETT MIDLAND LLC Agreement No. 080201909 FAS Rev: 2 Page . Invoice Date and Invoice Number City Project Manager Name: Tess Colby (Please do not put PM's name in the address) Department Contract No. (380201909 Contract Title: Supporting LEAD in assessing impact BENNETT MIDLAND LLC Period covered by the invoice Task and title Employee's name and classi?cation Employee's all-inclusive hourly rate and of hours worked Total labor costs per task . ltemization 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 6.2 REIMBURSABLES If the Agreement speci?ed reimbursables to be compensated by the City. the following limitations apply. if no travel or direct charges are identi?ed 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 travei 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 ?incidents!? portion of the published CONUS Federal M&l Rate) for the city in which the work is performed. Receipts may be required as documentation. The invoice shall state. "The meals are being biiled at the Federal Per Diem daily meal rate". and shall detail how many of each meal is being billed 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 provrded upon request). Receipts detailing each day I night lodging are required. The City will not reimburse for ancillary expenses charged to the room (eg. movies. laundry. mini bar, refreshment center. fitness center. sundry items. etc.) G. Vehicle mileage: Vehicle mileage will be reimbursed at the Federal Internal Revenueseivice 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 ot a common carrier for a coach or economy class ticket. Supporting LEAD in assessing impact - BENNETT 3i Page MIDLAND LLC Agreement No. 030201909 FAS Rev: 9/27/2019 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 GPS unit). I. Miscellaneous Travel parking. rental car gas. taxi. shuttle. toil 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 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. 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 rebiiled to the City are required. 6.3 PROMPT PAY. De?nitions A. An invoice is considered received when it is date-stamped as received by the of?ce 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. 8. 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 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 subconsuttant within thirty (30) calendar days of receipt by the Consultant. The Consultant may establish a cut-off date of (to be established by Prime) that subconsultants must submit an invoice in order to assure 30-day payment. Supporting LEAD in assessing impact - BENNETT 4 Page MIDLAND LLC Agreement No. 030201909 FAS Rev: 9127;2019 . B. Disputed ltems: The Consultant may withhold payment for disputed items. The Consultant will notify the subconsultani 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. 0. Flow-Down Clauses: The Consultant shall require this provision in each subcontract of any tier. TAXES, FEES AND LICENSES. 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. 8. 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 certi?cate where appropriate. C. As authorized by SMC. the Directcrof 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. See section 6.1 PAYMENT PROCEDURES 9. EQUAL BENEFITS. This provision applies to all contracts valued at $53.000 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 bene?ts (?equal bene?ts?) to domestic partners of employees as the Consultant provides to spouses of employees. At the City's request. the Consultant shall provide information and veri?cation of the Consultant's compliance. Any violation of this Section is material breach. for which the City may exercise enforcement actions or remedies de?ned in SMC Chapter 20.45. 10. SOCIAL EQUITY REQUIREMENTS. A. Non-discrimination: The Consultant shall not discriminate against any employee or applicant for employment because of race, color. age, sex. marital status. sexual orientation. gender identity. political ideology. creed. religion. ancestry. national origin, honorably discharged veteran or military status or the presence of any sensory. mental or physical handicap. unless based upon a bona ?de occupational quali?cation. The Consultant shall af?rmatively 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 identity, 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 selfsidenti?es to be at least 5?1 owned by a woman and/or minority. Such ?rms do not have to be certi?ed by the State of Washington but must be registered in the City Online Business Directory. 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 modi?cations that assist WMBE businesses Supporting LEAD in assessing impact - BENNETT 5 Page MIDLAND LLC Agreement No. C80201909 FAS Rev: 9272019 to compete. targeted recruitment. mentorships. using consultants or minority community organizations for outreach. and selection strategies that result in greater subconsultant diversity. 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 bene?ts a worker receives under prevailing wages per WAC City contract specialists may audit payroll records or interview workers as needed to ensure compliance to the ordinance. Please see M?f?w seen gnoiiaborsutgngeggs. or you may call the Of?ce of Labor Standards at 206684? 4500. D. Other Labor Standards Requirements: The Consultant shall comply to the extent applicable. with the City?s Minimum Wage labor standards as required by SMC 14.19. setting wage standards for employees working within city limits as well as the Wage Theft labor standards as required by SMC 14.20. setting basic requirements for payment of wages and tips for employees working within city iimits 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 licenses and endorsements. The City may require the removal of any employee or subcontractor of Consultant for misconduct or incompetent or negiigent performance. Such persons will not be allowed to perform services under this Agreement without the written consent of the City. 11. PROTECTION OF PROPERTY Consultant is responsible for protecting its person and property at all times. including but not iimited to supplies and equipment to perform services hereunder; Consultant releases and agrees to hold the City harmless from for losses or damages or any kind sustained by Consultant in performing the services required hereunder. 12. INDEMNIFICATION. Consuitant 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 of?cers, 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 of?cers. employees. agents or subconsultants; - the negiigent performance or non-performance of the contract by the Consuitant; 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 of?cials. agents or employees. 13. INSURANCE. 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 Supporting LEAD in assessing impact - BENNETT Si Page MIDLAND LLC Agreement No. 080201909 FAS Rev: 9.9712019 insured for primary and non-contributory limits of liability. Workers compensation insurance shail atso be maintained if required by Washington state law. 14. AUDIT. Upon request. the Consultant shail 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 inciudes 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 ?nal 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 shalt 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 mntrol overthe 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 bene?t of employment, nor to pay social security or other tax that may arise from empioyrnent. 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. lithe 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 Consuttant. The Consultant wilt notify the City Project Manager if slhe 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 of?ce space or in the ?eld. 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 individuai 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 Consuttant's employment. the Consultant shall present to the City one or more individuals with greater or equal quali?cations as a replacement. subject to the City's approval. which shall not be unreasonably withheld. The City's approval does not retease the Consuitant from its obligations under this Agreement. 17. ASSIGNMENT AND 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 obtigations 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 T0 .105). A. The Consultant shall 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 of?cer or employee within the past twelve (12) months. Supporting LEAD in assessing impact - BENNETT - 7 Page MIDLAND LLC Agreement No. 030201909 FAS Rev: 9272019 Supporting LEAD in assessing impact - BENNETT MIDLAND LLC Agreement No. 030201909 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 of?cer or employee within the past two years. C. The Consultant shall provide written notice to the City of any Consultant worker who shell or is expected to perform over 1.000 hours of contract work tor 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 shalt 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 of?cial 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 lamination of this Agreement. Nothing in this Agreement prohibits donations to campaigns for election to City of?ce. so long as the donation is disclosed as required by the election campaign disclosure laws of the City and of the State. E. Campaign Contributions (Initiative Measure No. 122): Elected of?cials and candidates are prohibited from accepting or soliciting campaign contributions from anyone having at least $250000 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, Please contact Polly Grow at for more information about the measure. or call the Ethics Director with questions at 206-615?1248. 19. N0 CONFLICT OF INTEREST. The Consultant con?rms 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-Iaw; or any parent. parent in-law. sibling. uncle. aunt. cousin. niece or nephew residing in the household of a City of?cer or employee described above. 20. ERRORS AND 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. speci?cations. andfor other consultant services immediately upon notification by the City. The obligation provided for in this Section regarding acts or omissions resulting from this Agreement survives Agreement termination or expiration. 21. INTELLECTUAL PROPERTY RIGHTS. A. Copyrights. The Consultant shall retain the copyright (including the right of reuse) to all materials and documents prepared by the Consultant for the Work. whether or not the Work is completed. The Consultant grants to the City a non-exclusive. irrevocable. unlimited. royalty-free license to use copy and distribute every document and all the materials prepared by the Consultant for the City under this Agreement. If requested by the City. a copy of all drawings. prints. plans. ?eld notes. reports. documents. ?les. input materials. output materials. the media upon which they are located (including cards. tapes. discs. and other storage facilities). software program or packages (including source code or codes, object codes, upgrades. revisions. modi?cations. and any related materials andlor any other related documents or materials developed solely for and paid for by the City to perform the Work. shall be deiivered to the City. B. Patents: The Consultant assigns to the City all rights in any invention. improvement. or discovery. with ali related information. including but not limited to designs. speci?cations. data. patent rights and ?ndings developed with the performance of the Agreement or any subcontract Notwithstanding the above. the Consultant does not convey to the City. nor does the City obtain. any right to any document or material utilized by the Consultant created or produced separate from the Agreement or was preexisting material (not already owned by the City). provided that the Consultant has identified 8 Page FAS Rev: 9i27i2019 in writing such material as pro-existing prior to commencement of the Work. it preexisting materials are incorporated in the work. the Consultant grants the City an irrevocable. non-exclusive right and/or license to use. execute. reproduce. display and transfer the rare-existing material. but only as an inseparable part of the work. C. The City may make and retain cepies of such documents for its information and reference with their use on the project. The Consultant does not represent or warrant that such documents are suitable for reuse by the City or others. on extensions of the project or on any other project. 22. NON-DISCLOSURE AGREEMENT A signed Non-Disclosure Agreement is required and is attached and made part of this Agreement 23. PROPRIETARY AND CONFIDENTIAL INFORMATION. The State of Washington?s Public Records Act (ReleaselDisclosure 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. The State of Washington's Public Records Act requires that public records must be disclosed by the City upon request unless that RCW or another Washington State statute speci?cally exempts records from disclosure. Exemptions are narrow and explicit and are listed in Washington State Law (Reference RCW 42.56 and ROW 19.108). As mentioned above. all City of Seattle of?ces (?the City?) are required to make public records available upon request. However. under Washington State Law some records or portions of records may be considered legain exempt from disclosure. A list and description of records identi?ed as exempt by the Public Records Act can be found in RCW 42.56 and RCW 19.108. if the City receives a public disclosure request for any records or parts of records that Contractor has properly and speci?cally listed on the City Non-Disclosure Request Form (Form) submitted with Contractor?s bidlproposal, or records that have been speci?cally identi?ed 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. 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 ii the records are disclosed. 24. DISPUTES. Any dispute or misunderstanding that may arise under this Agreement. concerning the Consultant's performance. shall ?rst be through negotiations. if possible. between the Consultant's Project Manager and the City's Project Manager. it shall be referred to the Director and the Consultant's senior executive(s). if such of?cials do not agree upon a decision within a reasonable period of time. either party may decline or discontinue such discussions and may then pursue the legal means to resolve such disputes. including but not limited to alternative dispute resolution processes. Nothing in this dispute process shall mitigate the rights of the City to terminate the contract. Notwithstanding all of the above. if the City believes in good faith that some portion of the Work has not been completed satisfactorily. the City may require the Consultant to correct such work prior to the City payment. The City will provide to the Consultant an explanation of the concern and the remedy that the City expects. The City may withhold from any payment otherwise due. an amount that the City in good faith ?nds to be under dispute, or if the Consultant provides no suf?cient remedy. the City may retain the amount equal to the cost to the City for otherwise correcting or remedying the work not properly completed. 25. TERMINATION. Supporting LEAD in assessing impact BENNETT 9 Page MIDLAND LLC Agreement No. 080201909 FAS Rev: 9/272019 A. For Cause: The City may terminate this Agreement if the Consultant is in material breach of this Agreement. and such breach has not been corrected to the City's reasonable satisfaction in a timely manner. B. For Reasons Beyond Control of the Parties: Either party may terminate this Agreement without recourse by the other where performance is rendered impossible or impracticable for reasons beyond such party?s reasonable controi. such as. but not limited to. an act of nature. war or warlike operation. civil commotion, riot. labor dispute including strike. walkout or lockout. except labor disputes involving the Consultant's own employees. sabotage. or superior governmental regulation or control. C. For City?s Convenience: The City may terminate this Agreement without cause and including the City's convenience. upon written notice to the Consultant D. Notice: Notice of termination under this Section shall be given by the party terminating this Agreement to the other. not fewer than ?ve (5) business days prior to the effective date of termination. E. Actions upon Termination: if termination occurs and is not the fault of the Consultant. the Consultant shall be paid for the services properly performed prior to termination. with any reimbursable expenses then clue. but such compensation shall not exceed the maximum compensation to be paid under the Agreement. The Consultant agrees this payment shall fully and adequately compensate the Consuitant and all subconsultants for all profits. costs. expenses. losses. liabilities. damages. taxes and charges of any kind (whether foreseen or unforeseen) attributable to the termination of this Agreement F. Upon termination. the Consultant shall provide the City with the most current design documents, contract documents. writings and other products the Consultant has produced to termination. along with copies of all project-related correspondence and similar items. The City shall have the same rights to use these materials as if termination had not occurred. 26. CONSULTANT PERFORMANCE EVALUATION. The Consultant's performance will be evaluated by the City at the conclusion of the contract The Evaluation template can be viewed nits. tips; 27. DEBARMENT. Federal Debarment: The Consultant shall immediately notify the City of any suspension or debarment or other action that excludes the Consultant or any subconsultant from participation in Federal contracts. Consultant shall verify all subconsultants intended and/or used by the Consultant for performance of City Work are in good standing and are not debarred. suspended or otherwise ineligible by the Federal Government. Debarment shall be veri?ed at Consultant shall keep proof of such verification of subconsultant debarment status within the Consultant records, City of Seattle Debarment Under SMC Chapter 20-70. the Director of City Purchasing and Contracting Services (CPCS). as hereby delegated by the Director of Finance and Administrative Services. may debar and prevent a Consultant from contracting or subcontracting with the City for up to ?ve years after determining the Consultant: A. Received overall performance evaluations of de?cient, inadequate. or substandard performance on three or more City contracts; B. Failed to comply with City ordinances or contract terms. including but not limited to. ordinance or contract terms related to woman and minority business utilization. discrimination. equal bene?ts. or other state. local or federal non?discrimination laws; Abandoned. surrendered. or failed to complete or to perform work on or for a City contract; Failed to comply with contract provisions. including but not limited to quality of workmanship. timeliness of performance. and safety standards; Submitted false or intentionally misleading documents. reports. invoices. or other statements to the City in connection with a contract; F. Colluded with another ?rm to restrain competition; G. Committed fraud or a criminal offense in connection with obtaining. attempting to obtain. or performing a contract for the City or any other government entity; H. Failed to cooperate in a City debarment investigation. 53.0 The CPCS Director or designee may issue an Order of Debarment under the SMC 20.70.050. Rights and remedies of the City under these provisions are besides other rights and remedies provided by law or under the Agreement. Supporting LEAD in assessing impact BENNETT 10] Page MIDLAND LLC Agreement No. 080201909 FAS Rev: 9I27f2019 28. A. B. D. MISCELLANEOUS PROVISIONS. Amendments: No modi?cation of this Agreement shall be effective unless in writing and signed by an authorized representative of each of the parties hereto. Background Checks and Immigrant Status: The City may require background checks for some or all of the employees that may perform work under this Agreement The City reserves the right to require such background checks at any time. The City has strict policies regarding the use of background checks. criminal checks. immigrant status. andlor religious af?liation for contract workers. The policies are incorporated into the contract and available for viewing on-line at seattle gov/arty- Noti?cation 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 US. Department of Homeland Security (DHS). Homeland Security investigations (HSI). Enforcement Removal Operations (ERO). Customs and Border Protection (CBP). and US. Citizenship and immigration Services regarding your City contract. Consultants shalt notify the Project Manager immediately. Such requests include. but are not limited to: 3. requests for access to non-public areas in City buildings and venues areas not open to the public such as staff work areas that require card key access and other areas designated as "private" or ?emplovee only?); or b. requests for data or information (written or oral) about workers engaged in the work of this contract or City employees. No access or information shall be provided without prior review and consent of the City. The Consultant shall request the ICE authority to wait until the Project Manager is able to verify the credentials and authority of the ICE agent and wiil direct the Consultant on how to proceed. Binding Agreement: This Agreement shall not be binding until signed by both parties. The provisions. covenants and conditions in this Agreement shall bind the parties. their legal heirs. representatives. successors and assigns. Americans with Disabilities Act (ADA): RESERVED Federal. State. and Local Compliance: The Consultant. at no expense to the City. shall comply with all laws of the United States and Washington. the Charter and ordinances of the City of Seattle; and rules, regulations. orders and directives of their administrative agencies and officers. including. but not limited to. Seattle Municipal Code Chapter 14.04 (Fair Employment Practices). Chapter 14.06 (Unfair Public Accommodations Practices), Chapter 14.10 (Fair Contracting Practices), and Chapter 20.45 (City Contracts Non-Discrimination in Bene?ts). Without limiting the generality of this paragraph. the Consultant shalt comply with the requirements of this Section. Violations of Law: Any violation of the requirements in Section 28F shall be a material breach of contract for which the Consultant may be subject to damages. sanctions. or other remedies as provided for under this Agreement or under applicable law. in the event Consultant is in violation of Section 28F. Consultant may also be subject to debarment from City contracting activities in accordance with Section 27. Venue: This Agreement shall be construed and interpreted under the laws of Washington. The venue of any action brought shall be in the Superior Court of King County. Remedies Cumuiative: Rights under this Agreement are cumulative and nonexclusive of any other remedy of law or in equity. Supporting LEAD in assessing impact - BENNETT 11 Page MIDLAND LLC Agreement No. (380201909 FAS Rev: J. Captions: The titles of sections or subsections are for convenience only and do not de?ne or limit the contents. K. If any term or provision is determined by a court of competent jurisdiction to be invalid or unenforceable. the remainder of this Agreement shalt not be affected. and each term and provision shall be valid and enforceable to the fullest extent permitted by law. L. Waiver. No covenant. term or condition or the breach shall be deemed waived. except by written consent of the party against whom the waiver is claimed. and any waiver of the breach of any covenant. term or condition shall not be deemed a waiver of any preceding or succeeding breach of the same or any other covenant, term of condition. Neither the acceptance by the City of any performance by the Consultant after the time the same shall have become due nor payment to the Consultant for any portion of the Work shall constitute a waiver by the City of the breach or default of any covenant. term or condition unless otherwise expressly agreed to by the City in writing. M. Entire Agreement: This document along with any exhibits and all attachments, and subsequently issued addenda. comprises the entire agreement between the City and the Consultant. The solicitation (Request for Proposal or Solicitation for Quali?cations). Addenda, Consultants Proposal. and Consultants WMBE Inclusion Plan. are each explicitly inciuded as Attachments material to the Agreement. Where there are conflicts between these documents, the controlling document will ?rst be this Agreement as amended. the WMBE Inclusion Plan as adopted. the Consultant?s Proposal. then the City Solicitation documents. If con?ict occurs between contract documents and applicable laws. codes, ordinances or regulations. the most stringent or legaliy binding requirement shall govern and be considered a part of this contract to afford the City the maximum benefits. N. Negotiated Agreement The parties acknowledge this is a negotiated agreement, that they have had this Agreement reviewed by their respective legal counsel. and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party?s draftsmanship. O. No personal liability: No officer. agent or authorized employee of the City shall be personally reSponsible for any liability arising under this Contract, whether expressed or implied. nor for any statement or representation made or in any connection with this Agreement. IN WITNESS WHEREOF. in consideration of the terms. conditions and covenants contained. or attached and incorporated and made a part. the parties have executed this Agreement by having iegalIy-binding representatives af?x their signatures below. CITY OF SEATTLE Signature ?7 Date Signature <5 Date Sa ah ratz or Ben Noble Type or Print Name Type or Print Name President, Bennett Midland LLC Director, City Budget Of?ce Title Titie Supporting LEAD in assessing impact - BENNETT 121 Page MIDLAND LLC Agreement No. CBO201909 FAS Rev: 51/27/201 9