City of Seattle
SEATTLE DEPARTMENT OF TRANSPORTATION
CONSULTANT AGREEMENT
DESIGN AND CONSTRUCTION SUPPORT FOR PIER 58 DEMO
AGREEMENT NUMBER: 20-035
This Agreement is made and entered into by and between the City of Seattle (“the City”), a Washington
municipal corporation, through its Seattle Department of Transportation, as represented by the Director of
the Seattle Department of Transportation; and Seattle Structural 3131 Elliott Avenue, Suite 600A, Seattle,
WA 98121, a corporation of the State of Washington, authorized to do business in the State of
Washington.
1. TERM OF AGREEMENT.
The term of this Agreement begins when fully executed by all parties and ends on June 30, 2021, unless
amended by written agreement or terminated earlier under the termination provisions.
2. TIME OF BEGINNING 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
Consultant is responsible, but may be extended by the City, in writing, for the City’s convenience or
conditions beyond the Consultant’s control.
3. SCOPE OF WORK.
The Scope of Work for this Agreement and the time schedule for completion of such Work are described
in Exhibit A – Scope of Work, 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
Agreement) must comply with all of the following limitations and requirements: (a) the New Work is not
reasonable to solicit separately; (b) the New Work is for reasonable purpose; (c) the New Work was not
reasonably known either the City or Consultant at time of contract or else was mentioned as a possibility
in the solicitation (such as future phases of work, or a change in law); (d) the New Work is not significant
enough to be reasonably regarded as an independent body of work; (e) the New Work would not have
attracted a different field of competition; and (f) the change does not vary the essential identified or
main purposes of the Agreement.

The City may make exceptions for immaterial changes, emergency or sole source conditions, or other
situations required in City opinion. Certain changes are not New Work subject to these limitations, such
as additional phases of Work anticipated at the time of solicitation, time extensions, Work Orders issued
SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 1 of 16

 on an On-Call contract, and similar. New Work must be mutually agreed and issued by the City through
written Addenda. New Work performed before an authorizing Amendment may not be eligible for
payment.
5.

RESERVED.

6. PAYMENT.
This contract shall not exceed One Hundred Twenty Thousand Dollars ($120,000), unless by written
amendment. 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.

A. The Consultant shall be paid by the City for completed Services rendered under this Agreement as
provided hereinafter. Such payment shall be full compensation for Services performed or Services
rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete
the Services specified in Exhibit A – Scope of Work, which is attached to and made a part of this
Agreement. The Consultant shall conform to all applicable portions of 48 CFR Part 31
(www.ecfr.gov). An estimate in support of the Agreement Amount is provided as Exhibit B – Cost
Estimate, which is attached to and made a part of this Agreement.
B. Compensation for Services shall not exceed the Total Agreement Amount. Compensation shall be
the sum of direct salary costs, direct overhead or indirect cost rates, direct non-salary costs, and
fixed fee.
C. Payments of amounts due under this Agreement shall not relieve the Consultant of the obligation to
perform services and/or work under this Agreement., in a satisfactory manner.
D. Salary Adjustments and Staff Addition Requests
a. Consultants may submit staff salary adjustment requests, beyond that reflected in the
contract, on an annual basis, beginning twelve months from the Execution Date of the
Agreement. Requests should be submitted no earlier than 30 days prior to the
anniversary date of the Execution Date. Additionally, requests should be submitted no
later than 30 days following the anniversary date of the Execution Date, for requests to
be made effective the month of the anniversary date of the Execution Date. Requests
submitted and received following the 30 days after the anniversary date of the
Execution Date, and subsequently approved, will be made effective the month the City
received the request. The City must approve staff adjustments, in writing, prior to the
Consultant including the adjustments in an invoice. Staff adjustments cannot increase
the anticipated amount of the contract to exceed the Total Agreement Amount.
E.

Direct Overhead / Indirect Cost Rate Documentation and Adjustment Requests
a. Consultants shall submit documentation substantiating their Indirect Cost Rate(s),
preferably with a current Certified Public Account review of the Consultant’s indirect
cost schedule, in compliance with Federal Acquisition Regulations Part 31.
b. Consultants shall submit indirect cost rate adjustments on an annual basis, beginning
twelve months from the Execution Date of the Agreement.

6.1 PAYMENT PROCEDURES.
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.

SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 2 of 16

 Deliver all invoices and invoice/billing notices under this Agreement to:
If to the City:
SDOT Accounts Payable
Seattle Department of Transportation
PO Box 34996
Seattle, WA 98124-4996

If to the Consultant:
Howard Burton
Seattle Structural
3131 Elliott Avenue, Suite 600A,
Seattle, WA 98121,

Email: dot_ccap@seattle.gov
HBurton@seattlestructural.com
An invoice template is provided as Exhibit F – Invoice Sample, which is attached to and made a part of
this Agreement. Both Consultant and sub-consultant invoices must include the information reflected in
the invoice template.
6.2 REIMBURSABLES
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 midSDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 3 of 16

 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.
L. Examples of unallowable costs include, but are not limited to the following: costs to adjust and
resubmit improper invoices; meal expenses when not in an approved travel status; costs to comply
with Section 13 costs to provide the City with access to necessary project documentation; supplies
or other items to be utilized on multiple projects, including, but not limited to books, tools, cameras,
safety vests, and clothing for inclement weather.
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.
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
SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 4 of 16

 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.
The Consultant may contact Viviana Garza at (206) 684-5188 or the City Purchasing and Contracting
Services (CPCS), 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.
Deliver all official notices and deliverable materials under this Agreement to:

If to the City:
Cale McPherson
Seattle Department of Transportation
PO Box 34996
Seattle, WA 98124-4996

If to the Consultant:
Howard Burton
Seattle Structural
3131 Elliott Avenue, Suite 600A,
Seattle, WA 98121,

Email: cale.mcpherson@seattle.gov

HBurton@seattlestructural.com

9. EQUAL BENEFITS.
This provision applies to all contracts valued at $50,000 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.
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,
SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 5 of 16

 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.
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.
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 206-6844500.
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.
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.
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.

SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 6 of 16

 13. INSURANCE.
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. Any subcontract made
by the Consultant shall incorporate by reference this Agreement, except as otherwise provided. The
Consultant shall ensure that all subconsultants comply with the obligations and requirements of the
SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 7 of 16

 subcontract. The City’s consent to any assignment or subcontract does not release the consultant from
liability or any obligation within this Agreement, whether before or after City consent, assignment, or
subcontract.
18. CITY ETHICS CODE (SMC 4.16.010 TO .105).

A. The Consultant 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.
E. Campaign Contributions (Initiative Measure No. 122): Elected officials and candidates are
prohibited from accepting or soliciting campaign contributions from anyone having at least
$250,000 in contracts with the City in the last two years or who has paid at least $5,000 in the last
12 months to lobby the City. Please contact Polly Grow at polly.grow@seattle.gov for more
information about the measure, or call the Ethics Director with questions at 206-615-1248.
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-inlaw, 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.

SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 8 of 16

 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, field notes,
reports, documents, files, input materials, output materials, the media upon which they are located
(including cards, tapes, discs, and other storage facilities), software program or packages (including
source code or codes, object codes, upgrades, revisions, modifications, and any related materials
and/or any other related documents or materials developed solely for and paid for by the City to
perform the Work, shall be promptly delivered to the City.
B. Patents: The Consultant assigns to the City all rights in any invention, improvement, or discovery,
with all related information, including but not limited to designs, specifications, data, patent rights
and findings developed with the performance of the Agreement or any subcontract.
Notwithstanding the above, the Consultant does not convey to the City, nor does the City obtain,
any right to any document or material utilized by the Consultant created or produced separate from
the Agreement or was pre-existing material (not already owned by the City), provided that the
Consultant has identified in writing such material as pre-existing prior to commencement of the
Work. If pre-existing materials are incorporated in the work, the Consultant grants the City an
irrevocable, non-exclusive right and/or license to use, execute, reproduce, display and transfer the
pre-existing material, but only as an inseparable part of the work.
C. The City may make and retain copies of such documents for its information and reference with their
use on the project. The Consultant does not represent or warrant that such documents are suitable
for reuse by the City or others, on extensions of the project or on any other project.
22. NON-DISCLOSURE AGREEMENT
No Signed Non-Disclosure Agreement is required
23. PROPRIETARY AND CONFIDENTIAL INFORMATION.
The State of Washington’s Public Records Act (Release/Disclosure of Public Records) Under Washington
State Law (reference RCW Chapter 42.56, the Public Records Act) all materials received or created by the
City of Seattle are considered public records. These records include but are not limited to bid or
proposal submittals, agreement documents, contract work product, or other bid material.

The State of Washington’s Public Records Act requires that public records must be promptly disclosed by
the City upon request unless that RCW or another Washington State statute specifically exempts records
from disclosure. Exemptions are narrow and explicit and are listed in Washington State Law (Reference
RCW 42.56 and RCW 19.108).
As mentioned above, all City of Seattle offices (“the City”) are required to promptly make public records
available upon request. However, under Washington State Law some records or portions of records may
be considered legally exempt from disclosure. A list and description of records identified as exempt by
the Public Records Act can be found in RCW 42.56 and RCW 19.108.
If the City receives a public disclosure request for any records or parts of records that Contractor has
properly and specifically listed on the City Non-Disclosure Request Form (Form) submitted with
Contractor’s bid/proposal, or records that have been specifically identified in this contract, the City will
notify Contractor in writing of the request and will postpone disclosure. While it is not a legal obligation,
the City, as a courtesy, will allow Contractor up to ten 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.
SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 9 of 16

 The City will not assert an exemption from disclosure on Contractor’s behalf. If Contractor believes that
its records are exempt from disclosure, Contractor is obligated to seek an injunction under RCW
42.56.540. Contractor acknowledges that the City will have no obligation or liability to Contractor if the
records are disclosed.
24. DISPUTES.
Any dispute or misunderstanding that may arise under this Agreement, concerning the Consultant’s
performance, shall first be through negotiations, if possible, between the Consultant’s Project Manager
and the City’s Project Manager. It shall be referred to the Director and the Consultant’s senior
executive(s). If such officials do not agree upon a decision within a reasonable period of time, either
party may decline or discontinue such discussions and may then pursue the legal means to resolve such
disputes, including but not limited to alternative dispute resolution processes. Nothing in this dispute
process shall mitigate the rights of the City to terminate the contract. Notwithstanding all of the above,
if the City believes in good faith that some portion of the Work has not been completed satisfactorily,
the City may require the Consultant to correct such work prior to the City payment. The City will provide
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 finds to be under
dispute, or if the Consultant provides no sufficient remedy, the City may retain the amount equal to the
cost to the City for otherwise correcting or remedying the work not properly completed.
25. TERMINATION.
A. For Cause: The City may terminate this Agreement if the Consultant is in material breach of this
Agreement, and such breach has not been corrected to the City’s reasonable satisfaction in a timely
manner.
B. For Reasons Beyond Control of the Parties: Either party may terminate this Agreement without
recourse by the other where performance is rendered impossible or impracticable for reasons
beyond such party’s reasonable control, such as, but not limited to, an act of nature, war or warlike
operation, civil commotion, riot, labor dispute including strike, walkout or lockout, except labor
disputes involving the Consultant’s own employees, sabotage, or superior governmental regulation
or control.
C. For City’s Convenience: The City 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 five (5) business days prior to the effective date of
termination.
E. Actions upon Termination: if termination occurs and is not the fault of the Consultant, the
Consultant shall be paid for the services properly performed prior to termination, with any
reimbursable expenses then due, but such compensation shall not exceed the maximum
compensation to be paid under the Agreement. The Consultant agrees this payment shall fully and
adequately compensate the Consultant and all subconsultants for all profits, costs, expenses, losses,
liabilities, damages, taxes and charges of any kind (whether foreseen or unforeseen) attributable to
the termination of this Agreement.
F. Upon termination, the Consultant shall provide the City with the most current design documents,
contract documents, writings and other products the Consultant has produced to termination, along
with copies of all project-related correspondence and similar items. The City shall have the same
rights to use these materials as if termination had not occurred; provided however, that the City
shall indemnify and hold the Consultant harmless from any claims, losses, or damages to the extent
caused by modifications made by the City to the Consultant’s work product.

SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 10 of 16

 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 http://www.seattle.gov/contracting/docs/ccPE.doc.
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 verified at https://www.sam.gov. 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 five years after
determining the Consultant:
A. Received overall performance evaluations of deficient, 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 benefits, or
other state, local or federal non-discrimination laws;
C. Abandoned, surrendered, or failed to complete or to perform work on or for a City contract;
D. Failed to comply with contract provisions, including but not limited to quality of workmanship,
timeliness of performance, and safety standards;
E. Submitted false or intentionally misleading documents, reports, invoices, or other statements to the
City in connection with a contract;
F. Colluded with another firm to restrain competition;
G. Committed fraud or a criminal offense in connection with obtaining, attempting to obtain, or
performing a contract for the City or any other government entity;
H. Failed to cooperate in a City debarment investigation.
The 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.
28. MISCELLANEOUS PROVISIONS.
A. Amendments: No modification of this Agreement shall be effective unless in writing and signed by
an authorized representative of each of the parties hereto.
B. 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, and/or religious affiliation for contract
workers. The policies are incorporated into the contract and available for viewing on-line at
http://www.seattle.gov/city-purchasing-and-contracting/social-equity/background-checks
C. Notification Requirements for Federal Immigration Enforcement Activities: Prior to responding to
any requests from an employee or agent of any federal immigration agency including the
Immigration and Customs Enforcement (ICE), the U.S. Department of Homeland Security (DHS),
Homeland Security Investigations (HSI), Enforcement Removal Operations (ERO), Customs and
Border Protection (CBP), and U.S. Citizenship and Information Services (USCIS) regarding your City
contract, Consultants shall notify the Contract Manager immediately.
Such requests include, but are not limited to:
SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 11 of 16

 D.
E.
F.

G.
H.
I.
J.
K.

L.

M.
N.

a. requests for access to non-public areas in City buildings and venues (i.e., areas not open to
the public such as staff work areas that require card key access and other areas designated as
“private” or “employee only”); or
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 Contract Manager is able to verify the
credentials and authority of the ICE agent and will 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.
RESERVED
Federal and State 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. Without limiting the
generality of this paragraph, the Consultant shall comply with the requirements of this Section.
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 Cumulative: Rights under this Agreement are cumulative and nonexclusive of any other
remedy of law or in equity.
Captions: The titles of sections or subsections are for convenience only and do not define or limit
the contents.
Severability: If any term or provision is determined by a court of competent jurisdiction to be invalid
or unenforceable, the remainder of this Agreement shall not be affected, and each term and
provision shall be valid and enforceable to the fullest extent permitted by law.
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.
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 Qualifications), Addenda, Consultants Proposal,
and Consultants WMBE Inclusion Plan, are each explicitly included as Attachments material to the
Agreement. Where there are conflicts between these documents, the controlling document will
first be this Agreement as amended, the WMBE Inclusion Plan as adopted, the Consultant’s
Proposal, then the City Solicitation documents. If conflict occurs between contract documents and
applicable laws, codes, ordinances or regulations, the most stringent or legally binding requirement
shall govern and be considered a part of this contract to afford the City the maximum benefits.
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.
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.

SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 12 of 16

 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 legally binding
representatives affix their signatures below.

SEATTLE STRUCTURAL

THE CITY OF SEATTLE

By
By
Signature

Date

Signature

Date

Marshall Foster
Type or Print Name

Type or Print Name

Director,
Office of the Waterfront and Civic
Projects
Title

Title

City of Seattle Business License Number: 559805
Washington State Unified Business Identifier Number (UBI): 602-245-358-0010001
Exhibits:
Exhibit A – Scope of Work
Exhibit B – Cost Estimate
Exhibit C – RESERVED
Exhibit D – RESERVED
Exhibit E – RESERVED
Exhibit F – Invoice Sample
Exhibit G – RESERVED
Exhibit H – RESERVED

SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 13 of 16

 EXHIBIT A
SCOPE OF SERVICES
FOR
AGREEMENT NUMBER 20-035
DESIGN AND CONSTRUCITON SUPPORT FOR PIER 58 DEMO
Summary: Seattle Structural is being contracted with the provide the design for the demolition of the Pier
58 structural as well as additional consulting and construction support related to this structure.
Background: Pier 58 has been scheduled for replacement as part of the Central Waterfront Program with
a planned construction start date in 2022. On 8/6/2020 a shift on the north end of the pier was reported by
Parks Maintenance Crews. A structural inspection was conducted on 8/7/2020 and the park was closed to
public access at that time. The structural inspection indicated that there was approximately a 12” shift on
the northwest corner of the pier and that some of the piles supporting the large concrete pavilion and
fountain element in this area had broken. As result of this shift, the entire pier structure is leaning towards
the southwest and is exerting pressure on the pier structure to the south and the more heavily reinforced
area on the northwest corner of the pier. The pier is not designed to sustain lateral loads and it is
anticipated that this will result in additional pile failure which could result in collapse of the entire pier
structure. Seattle Structural has extensive experience inspecting and consulting on Pier 58 as well as the
adjacent Pier 57 and Pier 59 structures. Seattle Structural performed the recent inspections on Pier 58
and provided the recommendation for the demolition of this structure.

This scope of work (SOW) details Seattle Structural’s support to Seattle Department of Transportation
(SDOT) associated with the demolition of Pier 58.
SCOPE OF SERVICES AND ASSUMPTIONS
The CONSULTANT shall provide the following
1. Stamped Demolition Drawings including
a. Extent of demolition
b. Identification of salvage items
c. Identify utility disconnections and capping/make safe
d. Design of railing for adjacent properties including Pier 57, Pier 59, and the seawall to
address both short-and long-term safety
e. Design of access to transformer vault for SCL, with the assumption that this will occur
from the P59 apron and will be supported off the vault
2. Site deflection/movement monitoring recommendations, coordination, and installation
3. Provide a recommendation of protocol for access to Pier 58 to be used for the salvage of
materials by the City, to provide SCL with access to the Vault on Pier 59, and to provide as
reference to the Contractor
4. Coordination with adjacent properties on work to be demolished or saved
5. Site observations and design support during construction as requested
6. Additional consulting to City as requested.
Costs will be reimbursed on a time and material basis with an upper limit of $120,000. There is no
markup on subconsultants or direct costs.
SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 14 of 16

 EXHIBIT B
CONSULTANT COSTS AND ESTIMATED HOURS
AGREEMENT 20-035
DESIGN AND CONSTRUCTION SUPPORT FOR PIER 58 DEMO
Estimate for:

Seattle Structural

Date:

08/20/2020

DIRECT SALARY COSTS:
Personnel
Burton, Howard
Wipplinger, Lisa
McDonald, Ted
Koethe, Eric
Al Janabi, Husam
Stegner, Marty

Title
Principal
Project Manager
Project Manager
Project Manager
Drafter
Administrative

Estimated All Inclusive Estimated
Hours
Hourly Rate1
Cost
142
$184 $ 26,128
142
$176 $ 24,992
100
$176 $ 17,600
100
$176 $ 17,600
80
$132 $ 10,560
30
$96 $ 2,880
Total of Direct Salary Costs2:
$99,760

DIRECT NON-SALARY COSTS:
a. Travel & Per Diem3
b. Reproduction Expenses
c. Movement Monitoring

$0
$240
$20,000
Total of Direct Non-Salary Costs2
GRAND TOTAL2

$20,240
$120,000

Footnotes:
1
ALL INCLUSIVE HOURLY RATE includes base labor, fringe benefits, overhead and fee for profit. Consultant shall bill for
sub consultant work on this Agreement only at the rates provided herein with no additional mark-up. Changes to sub
consultant rates billed by the Consultant shall be by Amendment and in accordance with this Agreement.
2
Rounded to the closest whole dollar.
3
Mileage paid at the current standard mileage rate established by the Internal Revenue Service (IRS).
4
Attach Estimate of Consultant Costs and Estimated Hours sheet for each sub consultant.

SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

Page 15 of 16

 EXHIBIT F
INVOICE TEMPLATE
FOR
AGREEMENT 20-035

DESIGN AND CONSTRUCTION SUPPORT FOR PIER 58 DEMO

SDOT Consultant Contract
Invoice By Task

Legend
manual entry
autopopulate

Invoice Date
Consultant Name
Contract Number
SDOT Contract Title:
Work Authorization #
Work Authorization
Period Covered By
Consultant Invoice No.
Consultant Project #

1/0/1900
0
0
Contract Title
If Applicable
If Applicable
Month/Day/Year
2
If Applicable

Consultant Contact

First Name Last Name

Contact Phone #

(Area Code) ###-####

Contact Email Address

For SDOT Use Only:

Consultant Mailing Address
Street Address, Suite #
City, State Zip
Consultant Remittance Address
Street Address, Suite #
City, State Zip

Name@Company.com

SDOT PM

Name of SDOT PM

Task #

Task Name

Salary Costs
Personnel

Classification

All-Inclusive
Current
Hours
Rate
Invoice Total
0
0.00
0.00
0
0.00
0.00
0
0.00
0.00
Total Direct Salary Costs This Task $
-

Direct Non-Salary Costs
Item
1

Expense Category (List
Subconsultants Separately)
Reproduction

Notes

Current
Invoice Total

Subtotal Direct Non-Salary Cost This Task $

Task # Total Amount Due

SDOT Agreement 20-035
Design and Construction Support for Pier 58 Demo
Seattle Structural

$

-

Page 16 of 16