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HomeMy WebLinkAboutAG 13-148RETURN TO: Mercedes EXT: 2701 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / STREETS 2. ORIGINATING STAFF PERSON: JOHN MULKEY EXT: 2729 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ ❑ PROFESSIONAL SERVICE AGREEMENT ❑ ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE CONTRACT AMENDMENT (AG #):13 -148 OTHER SUPPLEMENT No. 5 0 ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT HUMAN SERVICES / CDBG SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) RESOLUTION INTERLOCAL 5. PROJECT NAME: SR 99 PHASE V HOV LANES (S 340TH ST TO S 359TH ST) DESIGN SERVICES 6. NAME OF CONTRACTOR: KPG, PS ADDRESS: 753 9TH AVENUE N, SEATTLE, WA 98109 TELEPHONE: 206 - 286 -1640 E -MAIL: FAx: SIGNATURE NAME: NELSON DAVIS TITLE: PRINCIPAL 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # 101042 BL, EXP. 12/31/16 UBI # 601248468 , EXP. 05/31/17 8. TERM: COMMENCEMENT DATE: JULY 17, 2013 COMPLETION DATE: 9/30/2016 9. TOTAL COMPENSATION: $176,257.79(SuPP 5) $2,562,599.50 (TOTAL (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $18, 200 (SUPP) 756,910 (TOTAL) IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE To: 306 - 4400 - 165 - 595 -30 -411 PAID BY: ❑ CONTRACTOR ❑ CITY 10. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEW D INITIAL / DATE APPROVED PROJECT MANAGER DIVISION MANAGER DEPUTY DIRECTOR 14 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) X LAW DEPT afiVIVELVITLI 1"I 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 1/2-)--//e DATE REC'D: lb 3/ )1 a ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS I IAL / DATE SIGNED %•( 3 1L �� OR DIRECTOR) �RFAW Mir / nyi ''r AG i3 ya E DATE SENT: O& 36'/t, LAW DEPT CHIEF OF STAFF SIGNATOR ❑ CITY CLER ASSIGNED AG # SIGNED COPY RETURNED RETURN ONE ORIGINAL COMMENTS: EXECUTE " 2 ORIGINALS. ii q W A P C 4i' t t d to Cowl (JP 1/15 SUPPLEMENT NO. 5 CITY OF FEDERAL WAY LOCAL AGENCY STANDARD CONSULTANT AGREEMENT FOR PACIFIC HIGHWAY SOUTH HOV LANES PHASE V (S 340TH STREET TO S 359TH STREET) DESIGN SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, PS effective the 17th day of July 2013, identified as Agreement No. 13 -148 as supplemented by Supplement No. 1 on December 4, 2014, Supplement No. 2 on March 2, 2015, Supplement No 3 on November 20, 2015, and Supplement No. 4 on December 23, 2015. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 5." The changes to the Agreement are described as follows: Section II, Scope of Work, shall be amended to include those additional services more particularly described in Exhibit "A -5" attached hereto and incorporated by this reference (Additional Services). 11 Section IV, Time for Beginning and Completion, shall be amended to extend the completion date to September 30, 2016. III Section V, Payment Provisions, the maximum amount payable under this Supplement No. 5 inclusive of all fees and other costs is One Hundred Seventy -Six Thousand Two Hundred Fifty -Seven and 79/100 Dollars ($176,257.79) for a total amount payable to the Contractor pursuant to the Agreement, Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4 and this Supplement No. 5 inclusive of all fees and other cost to be an amount not to exceed Two Million Five Hundred Sixty -Two Thousand Five Hundred Ninety - Nine and 50/100 Dollars ($2,562,599.50). The attached Exhibit "E -5," which describes the payment for work to be performed under this Supplement No. 5, is hereby made a part of the Supplemental Agreement. Signed this LT day of �k -e , , 2016. KPG, PS. By: Its: Nelson Davis Principal 753 9th Ave N Seattle, WA 98109 (206) 286 -1640 CITY OF FEDERAL WAY Its: Mayor 33325 8th Ave S Federal Way, WA 98003 (253) 835 -2401 APPROV TO FORM: p/' Amy Jo Pearsall, City Attorney C:\ Users \nelson\AppData \Local \Microsoft\Windows \Temporary Internet Files \Content.Outlook \8F2CN5KK\13 -148 Ph V Supplement No 5.docx EXHIBIT A -5 City of Federal Way Pacific Highway South HOV Lanes Phase V S 340th Street to S 359th Street Supplement No. 5 Additional Design and Utility Coordination KPG Scope of Work May 31, 2016 Task 3 — Mapping 3.12 Additional mapping was required following the initial survey: • Full parcel topography and tree survey was required on the site selected for detention pond construction on S 344th Street. • Additional survey required for develop improvements on the Progressive Insurance site. Consultant shall provide field survey and update base maps and DTM to incorporate these features. Task 4 — Utility Mapping 4.4 Provide filed locate services and incorporate new utilities installed within right -of -way for new developments at Progressive and O'Reillys as well as the detention pond frontage on S 344th Street. Task 6 — Geotechnical Report 6.2.3 During the field exploration phase of the project, Landau Associates (geotechnical sub - consultant) encountered changes to requirements for asphalt repair of the boring locations that were neither anticipated nor accounted for in the original scope of work. The original contract stated the pavement cores and borings located in streets and /or driveways will be patched with fast - setting concrete. In the Right -of -Way Permit ( #14- 105808 -00) issued by the City of Federal Way, dated November 21, 2014, Landau Associates was directed to backfill the borings with 5/8 -inch crushed rock and patch with a minimum of 3- inches of hot mix asphalt. Due to this requirement, the holes were backfilled with a different material than was scoped, which required Landau to subcontract a paving contractor to patch the holes with hot mix asphalt. This resulted in additional costs associated with asphalt patching, traffic control, labor, and materials. Task 14 — Final Design 14.26 Recent ADA enforcement by grant agencies has necessitated additional detailing than previously required or anticipated at the time of the original scoping. The Consultant shall prepare up to nine (9) additional detail sheets showing dimensioned layouts, slopes, and curb heights for ADA ramps on the project to facilitate field City of Federal Way Page 1 of 2 KPG Pacific Hwy S Ph V HOV Lanes Supplement No. 5 5/31/2016 staking and compliance with ADA requirements based on site specific conditions for each ramp. 14.27 Washington Department of Ecology has approved additional water quality devices since original design and preparation of the Technical information Report. The Consultant shall review applicability of these devices and incorporate an option between approved devices into plans an specifications where possible. Allowing use of alternate treatment devices is of benefit to the City by increasing competition in bidding compared to sole source specifications; however, sole source applications may be required in some locations due to conveyance system configuration. 14.28 The Consultant shall prepare Temporary Signal Notes and graphic criteria for each of the phase of the construction staging plan rather than relying on Contractor prepared traffic control plans during construction. Work shall include estimating and including measurement and payment for this work in the Contract Documents. 14.29 The Consultant shall prepare frontage improvement plans, specifications, and estimate along the S 344th Street detention pond parcel to include the following: • 4' planter and 6' sidewalk parallel to and behind existing curb • Landscape and irrigation • Illumination • Utility Adjustments and relocations Task 18 — PSE Gas Removals 18.1 PSE has requested that the City include removal of abandoned gas lines associated with recent relocations be included in the City construction contract. The Consultant shall incorporate these removals at locations identified by PSE into the final plans, specifications, and estimate. Task 19 — PSE Power Conflict Resolution 19.1 PSE has requested revision to the proposed drainage system in order to eliminate conflicts with existing facilities on the west side of Pacific Highway South at S 344th Street. The Consultants shall incorporate necessary changes to the drainage system into the final plans, specifications, and estimates; re- design water quality facility sizing; and update the Technical Information Report. These changes are necessary to maintain an existing primary feeder vault in the northwest corner of the intersection. Task 20 — Century Link Design Revisions in lieu of Relocation 19.1 Century Link has requested revision to the proposed drainage system in order to eliminate conflicts with existing facilities in various locations throughout the corridor. The Consultant shall evaluate options and incorporate City approved changes to drainage, illumination, landscape and retaining walls into the final plans, specifications, and estimates; re- design water quality facility sizing; and update the Technical Information Report. City of Federal Way Pacific Hwy S Ph V HOV Lanes Page 2 of 2 KPG Supplement No, 5 5/31/2016 FEE SUMMARY Project: EXHIBIT E -5 City of Federal Way Pacific Highway South HOV Lanes, Phase V Souttr340th Street to S 359th Street Supplement 5 - Additional Design and Utility Coordination KPG • Architecture • Landscape Architecture • Civil Engineering • Description Estimated Fee Work Element 1 - Project Management Work Element 2 - Quality Control /Quality Assurance Work Element 3 - Mapping Work Element 4 - Utility Mapping Work Element 5 - Traffic Analysis Report Work Element 6 - Geotechnical Report Work Element 7 - Design Report Work Element 8 - Environmental Work Element 9 - Property Transfer Site Assessments Work Element 10 - Community and Agency Coordination Work Element 11 - Right of Way Calculations Work Element 12 - Right of Way Appraisals Work Element 13 - Right of Way Negotiation Work Element 14 - Final Design Work Element 15 - Plan Production Work Element 16 - Assistance During Bidding Work Element 17 - LUD Water and Sewer Design Work Element 18 - PSE Gas Removals Work Element 19 - PSE Power Conflict Resolution Work Element 20 - CenturyLink Plan Revisions $0.00 $0.00 $4,424.06 $8,848.13 $0.00 $18,100.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $59,836.54 $0.00 $0.00 $0.00 $2,911.49 $32,149.52 $49,988.05 Total Estimated Fee $176,257.79 City of Federal Way Page 1 of 10 KPG PHS HOV Lanes Ph V 5/31/2016 EXHIBIT E -5 HOUR AND FEE ESTIMATE v N O L Total Fee v) 69 46 64 E9 $ 4,424.06 of CO ° N et v 49 $ 8,848.13 CO $ 8,848.13 di 1 f9 • to 1 M O $ 18,100.00 0 Co 0 o Oi 40 — 0 1 0 4811 481 M 0) M CO CD O 1 Overhead 145.78% O O a0) M N 2,339 (CI V' 4,677 0 0 I O 00 It 1,604 72 3,208 3 N VI- O o 0 0 O 36 O N h 0 Work Element 1 - Project Management O Work Element 2 - QuaW Control /Quality Assurance O 0 0 20 0 0 0 Work Element 5 - Traffic Analysis Report 0 Co Work Element 6 - Geotechnical Report 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o O N O 0 0 0 O O O O 0 0 O 0 0 0 0 0 v 0 0 4 CO 0 0 0 0 o O 0 0 0 0 0 0 0 0 Senior Engineer $ 64.90 0 0 0 0 0 0 0 0 Task Total 0 0 0 Reimbursable expenses - see breakdown for details Task Totals No changes to this task Reimbursable expenses - see breakdown for details Task Total 3.12 Additional mapping for pond parcel and new developmer{ Reimbursable expenses - see breakdown for details Task Total 4.4 Additional utility mapping due to development Reimbursable expenses - see breakdown for details No changes to this task Reimbursable expenses - see breakdown for details 6.6 Additional Restoration Reqirements Reimbursable expenses - see breakdown for details Task Total (D° EXHIBIT E -5 HOUR AND FEE ESTIMATE 0 • 2 • 4 ilf QCµµ YW ?a 3 c 7. A .a. m O 1 d 0 1 0 0 U 0 m G1 .7) a) O r c a) E d co Total Fee Effective multiplier 2.7578 V> EA 6'9 t9 El9 V► V! iii V► <9 to 419 409 0 Vi Vi 1 !19 69 f .o .O 0 CL CO 0 1 . 0 0 0 1 1 0 1 0 0 1 o 1 __. , 0 0 1 0 Direct Labor Cost 0 0 . 0 0 . 0 . 0 . o 1 o 1 0 1 0 1 0 1 0 1 0 Work Element 8 - Environmental 0 0 0 0 0 Work Element 10 - Community and Agency Coordination 0 0 0 0 0 Work Element 11 - Right of Way Calculations 0 0 0 0 0 0 0 0 0 0 0 0 o 0 0 0 0 0 0 0 0 0 0 0 0 o 0 0 o Reimbursable expenses - see breakdown for details Task Total 0 0 0 1 0 0 0 0 0 o 0 0 0 0 0 0 0 o o 0 0 0 0 0 0 0 0 Senior Engineer $ 64.90 o Task Total 0 0 0 0 0 0 0 0 No changes to this task Reimbursable expenses - see breakdown for details Task Total Reimbursable expenses - see breakdown for details Task Total No changes to this task Reimbursable expenses - see breakdown for details _ Task Total Reimbursable expenses - see breakdown for details Task Total EXHIBIT E -5 HOUR AND FEE ESTIMATE 0 • g • c 0 4 yt v 1:4 UtU.� a a ?; d • J • v d a Total Fee Effective multiplier 2.7578 E9 to N- co Co acOO H9 $ 32,899.45 co v ' o of f9 $ 9,133.94 , vi $ 59,836.54 , 69 , t9 , 40 , V3 i to , to 69 69 , » $ 2,380.26 $ 50.00 m v, a- CO oO N V► .-. O O CL Co CD , (0 Ln a0 0) In fh O o) 0) o) O O CO 0 , 0 , 0 , , "' in N 0 10 Oa 17,3911 In N O N O co �' T M 0 • 0 , O Lo V N N it Direct Hours Labor Cost ! 0 CI NO CO N 11,9301 CD M 3,312 0 r N 0 e 1 0 , 0 II L 175] 8631 26 1,038 O r 3081 ON) CO 0 O N O 0 O , 22 imate Work Element 13 - Right of Way Negotiation O O 0 Work Element 14 - Final Design 0 0 0 0 Work Element 15 - Plan Production 0 0 Work Element 16 - Assistance During Bidding 0 0 0 Work Element 17 - LUD Water and Sewer Design O 0 Work Element 18 - PSE Gas Removals N N Tech $ 28.85 O 20 80 8 C‘-. O 124 0 0 0 0 0 0 CO T N 3 U (I) M 0 0 0 0 0 O O 0 O 0 0 0 0 0 O 0 100 48 24 172 I 0 O 0 0 0 0 0 0 Task Totals 6 0 8 0 O 80 24 40 0 r O 0 O 0 0 0 BI CO 0 v 0 N Nr N- .... 0 0 0 0 O 0 0 Reimbursable expenses - see breakdown for details 1 Task Total 0 0 CO 0 N Task Total 10 0 0 0 0 0 Task Description 14.26 Additional ADA Ramp Detailing (9 sheets) 14.27 Water Quality / Drainage Design 14.28 Temporary Signal Criteria 14.29 S 344th Street Frontage Improvements (6 shts) Reimbursable expenses - see breakdown for details No changes to this task 1 Reimbursable expenses - see breakdown for details Task Total No changes to this task Reimbursable expenses - see breakdown for details Task Total No changes to this task Reimbursable expenses - see breakdown for details Task Totals Incorporate PSE removals into PS&E • O M S HOV Lanes Ph V a EXHIBIT E -5 HOUR AND FEE ESTIMATE N 0 Total Fee Effective multiplier 2.7578 $ 481.24 N tD _� M fA $ 50.00 $ 32,149.52 $ 481.24 ^ 4 O O 69 CD .- oD N vi $ 15,727.57 $ 3,192.82 I O) CO I"- csi 6H . to p 00 m c 40+ 1442 57313 83551 17194 $ 176,257.79 521 3,4401 3,492 1 N LOCD M CO M. F-.Nr M N I- r- M N 0) N 5,438 2541 16,714 CO CD CD CO 254 3,222 11,530 s- M O CO CD . ,- 'Cr r Direct Lab . Cost 175 11,465 e a~- 2,210 0 Is 5,703 ' a) 18,126 0) N C 0 'V CO 0 142 O M CO imate N•O (O N 0 O N N 0 (O 120 518 344 20 288 16 Tech $ 28.85 O (00 CC0 0 CO 40 CO O O O 0 0 0 0 0 0 0 0 80 80 O CD CO 12 O O 80 0 0 N r 120 O CCD 100 0 CD 0 ON A OOOTr N CO 10 1 N 2 CD O CO CO 64 Task Description Project Management/set up agreement Re- design to avoid PSE existing facilities Reimbursable expenses - see breakdown for details Task Totals Project Management/set up agreement Revise final drainage report Task Totals TOTAL HOURS AND TOTAL ESTIMATED FEE EXHIBIT E -5 HOUR AND FEE ESTIMATE • 0 • N 44 U H o4 �?Q 6 C U 04^ GU .a. Reimbursable Breakdown C a) dcri co c0 2 V d a` c 0 E a) w L O 69 0 rn 0 a) EA 69 Task 1 - Total 69 69 c O U a) c o 0)) 0 W ER Task 2 - Total 69 69 E9 ER Task 3 - Tot c Q 0. ca r c 0 E 0 w Y Ids 69 a) rn a) c 0 U a 0 a a) 69 69 Task 4 - Total EXHIBIT E -5 HOUR AND FEE ESTIMATE ♦v♦ 0 0 v. Um � C U by C 0 0• 4w CU m ♦«1♦ O 4' 0 0 U a) N L a ti a) L • N .c a) > a; OLO = M = � (/) 0 S O }, >+O >,ia 3u� 'a O)"'' u = E '4- 0 M a) O ;E a 0 45 Q. cn U a cn r+ 0 O L Reimbursable Breakdown ER EA 69 EA ER t O 0. d 0 0 a) t c i O) E a) W L 3� EA V 0 0. 0 0 0 O 0 0 0 0 CO CO- ER u) c O 0) .( a) > c (0 0 L 0 a) 0 a) 0 0) a) i0 0 O O (0 0 c0 J EA Efl a) 0) (0 0) Efl C 0 0 -0 0 O 0. a) ER ER 0 (0 c E 0) d CO Work Element 8 - Environmental ER EA Efl ER Task 8 - Total EXHIBIT E -5 HOUR AND FEE ESTIMATE Reimbursable Breakdown a) 0 co O c `o o U U• W ' = L O C CO a) o_ t Task 9 - Tot c (a O O U 0 c d O .0 ca r c E U & oa) oa) 4- m E a) W 3� 0 U 0 0 a) Task 10 - Total a) 0) co c 0 2 a) cc O H c O 0 2 0. a) fa 69 0 0 O w N N Task 12 - Total EXHIBIT E -5 HOUR AND FEE ESTIMATE Reimbursable Breakdown EA a) rn co a) EA c 0 U 13 2 Q a) EA Ea a) Z N a) a) f0 -J a) a) 0 • C O O N a) 2 re EA ER Eft a) U c`0 Q N a) 0 a) IN c 0 0) r, ❑ aa)) W 7 a) U C N w t c m Work Element 15 - Plan Production Ef3 O U 0) cn O N N L EA Task 15 - Total Ea EA Task 16 - T EXHIBIT E -5 HOUR AND FEE ESTIMATE Reimbursable Breakdown ER ER ER Task 17 - Total Work Element 18 - PSE Gas Removals o 0 0 ' l(') I ER EA N Work Element 19 - PSE Power Conflict Resolution 0 0 0 EA ER O 0 EA Task 19 - Total c 0 d a Y c 4- C a) U O N C a) E a) W Y O ER ER rn N ER Task 20 - Total CD Y0 0 °� o N C■I M C 06- r ER ER ER TOTAL REIMBURSABLES Page 10 of 10 Federal Way Date: February 23, 2016 To: City Clerk's Office City of Federal Way • Public Works Department 33325 8th Avenue South • Federal Way, WA 98003 -6325 Phone 253.835.2700 • Fax 253.835.2709• www.ci.federal- way.wa.us LETTER OF TRANSMITTAL / From: Marj Currie -Hicks (■�� Street Division `` Public Works Department RE: AG 13 -148 - SR 99, Phase 5 (S 340th St to S 359th St) Project — Parcel 55 — Morstone Enterprises, LLC Parcel 07 — Foss, Sharlene M. TRANSMITTED As CHECKED BELOW: ❑ For Your Review ❑ For Your Approval ❑ For Your Action ❑ As Requested ❑ Please Return ❑ For Your Information ® Other: For Your Files ❑ Under Separate Cover ❑ Via ITEMS /COPIES DESCRIPTION Original Title Policy No. 5011453 - 2164703 King County Assessor's Tax Parcel No. 889700 -0020 Parcel 55 - Morstone Enterprises, LLC 1. 2. Original Title Policy No. 5011453 - 2164669 King County Assessor's Tax Parcel No. 202104 -9063 Parcel 07 - Foss, Sharlene M. COMMENTS: Enclosed for your files is the original Title Policy for each of the above - mentioned parcels. cc: Project File AG 13 -148 — Parcel #55, 07 Day File K: \STREETS \PROJECTS \SR99 Phase V \ROW \Title Policies \20160223 Transmittal to City Clerk - Title Policies - Parcels 55, 07.doc First American 818 Stewart St Ste 800, Seattle WA 98101 3 oz IIIIIiIIIIIIIIIIIIIIIIfl IlIlIlIlIlIlIlIll ,5, 02/11/2016 Transmittal Order No: 2164669 City of Federal Way 33325 8th Ave S, Attn: Naveen Chandra Federal Way WA 98003 Enclosed please find 1 attached documents. First American Title Insurance Company RECEIVED FEB 18 2018 PUBLIC WQRKS DEPARTMENT Page Count 9 First American Owner's Policy Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 5011453- 2164669 Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company ") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. (Covered Risks Continued on Page 2) In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A. First American Title Insurance Company i�litnif, .r c iii :fre,_;ic ns ,Jeffry $ Rab:ns,.n Secromfy (This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document Copyright 2006 -2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association Form 5011453 (7 -1 -14) Page 1 of 9 ALTA Owner's Policy of Title Insurance (6 -17 -06)1 Washington • COVERED RISKS (Continued) 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. relating to building and zoning) intention to enforce, but only to 5 if a notice of the enforcement enforcement referred to in that EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Form 5011453 (7 -1 -14) !Page 2 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance ": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured ": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly - owned by the named Insured, (2) if the grantee wholly owns the named Insured, if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. "Insured Claimant ": An Insured claiming loss or damage. "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records ": Records established under state statutes at Date of Policy for the purpose of imparting constructive (e) (f) (9) (3) notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title ": The estate or interest described in Schedule A. (k) "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. Form 5011453 (7 -1 -14) Page 3 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06)1 Washington CONDITIONS (Continued) (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10 %, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. Form 5011453 (7 -1 -14) Page 4 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ( "Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888 -632- 1642. Form 5011453 (7 -1 -14) Rage 5 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First American Schedule A Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164669 Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707. File No.: 4209 - 2164669 Address Reference: 34225 Pacific Hwy South, Federal Amount of Insurance: $35,180.00 Way, WA 98003 Premium: $380.00 Date of Policy: September 04, 2015 at 5:00 p.m. 1. Name of Insured: City of Federal Way, a Washington municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple, as to Parcel A and An Easement as created by that certain easement recorded under Recording Number 20150904001294 as to Parcel B 3. Title is vested in: City of Federal Way, a Washington municipal corporation 4. The Land referred to in this policy is described as follows: PARCEL A (TAKE): THAT PORTION OF THE HEREINAFTER GRANTOR'S PARCEL "A" DESCRIBED AS FOLLOWS: THE EAST 12.00 FEET; EXCEPT THE WEST 8.50 FEET OF THE NORTH 20.00 FEET THEREOF. PARCEL B (EASEMENT): THAT PORTION OF THE HEREINAFTER DESCRIBED GRANTOR'S PARCEL DESCRIBED AS FOLLOWS: THE WEST 8.50 FEET OF THE NORTH 20.00 FEET OF THE EAST 12.00 FEET. Form 5011453 (7 -1 -14) Page 6 of 9 ALTA Owner's Policy of Title Insurance (6 -17 -06)1 Washington' GRANTOR'S PARCEL: THE SOUTH HALF OF THE NORTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER, SECTION 20, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M. , IN KING COUNTY, WASHINGTON, LYING WEST OF STATE HIGHWAY AND LESS THE WEST 626.00 FEET THEREOF. APN: 202104-9063-02 Form 5011453 (74 -14) Page 7 of 9 ALTA Owner's Policy of Title Insurance (6 -17 -06)1 Washington! Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164669 EXCEPTIONS FROM COVERAGE File No.: 4209 - 2164669 This policy does not insure against Toss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing the issuance thereof; (C) Water rights, claims or title to water; whether or not the matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. 7. Any service, installation, connection, maintenance, construction, tap or reimbursement charges /costs for sewer, water, garbage or electricity. Form 5011453 (7-1-14) Page 8 of 9 ALTA Owner's Polity of Title Insurance (6- 17 -06) Washington Part Two: 1. Facility Charges, if any, including but not limited to hook -up, or connection charges and latecomer charges for sewer, water and public facilities of Federal Way as disclosed by instrument recorded under recording no. 8905120210. 2. Easement, including terms and provisions contained therein: Recording Information: 5886440 For: ingress and egress Affects: the South 15 feet 3. Declaration of Outdoor Advertising Sign Easement Agreement and the terms and conditions thereof: Between: Gerald R. & Sharlene M. Foss, husband and wife And: Sun Outdoor Advertising, Inc., a Washington corporation Recording Information: 8610280919 4. Easement, including terms and provisions contained therein: Recording Information: 9111201662 In Favor of: Washington Natural Gas Company, a Washington Corporation, its successors and assigns For: Gas pipeline or pipelines Affects: the easterly 5 feet of the southerly 40 feet of said premises 5. Conditions, notes, easements, provisions and /or encroachments contained or delineated on the face of the Survey recorded under Recording No. 20101007900003. 6. Terms and Conditions of Easement, including provisions contained therein: Recording Information: 20150904001294 In Favor of: City of Federal Way, a Washintgon municipal corporation For: Public rights -of -way for all public purposes, including, but not limited to, vehicular travel, landscaping, sidewalks, street lights, public utilities, all right of way improvements described in Chapter 19.135 of Federal Way revised Code. 7. The terms and provisions contained in the document entitled "Right of Entry" Recorded: September 04, 2015 Recording No.: 20150904001295 8. A lease and the terms and conditions thereof. Lessor: Gerald R. Foss Disclaimer Credit Shelter Trust Lessee: Avis Budget Car Rental, LLC, a Washington limited liability company Term: 8 years Dated: September 2015 Recorded: October 01, 2015 Recording Information: 20151001000514 Form 5011453 (7 -1 -14) !Page 9of9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington 4._ Federal Way Date: January 7, 2016 To: City Clerk's Office City of Federal Way • Public Works Department 33325 8th Avenue South • Federal Way, WA 98003 -6325 Phone 253.835.2700 • Fax 253.835.2709 • www.ci.federal- way.wa.us LETTER OF TRANSMITTAL From: Marj Currie -Hicks ) \' Street Division ' Public Works Department RE: AG 13 -148 - SR 99, Phase 5 (S 340th St to S 359th St) Project — Parcel(s) 06 — Graham Real Ventures, LLC, and 54 — Utterback, LLC. TRANSMITTED As CHECKED BELOW: ❑ For Your Review ❑ For Your Approval ❑ For Your Action ITEMS /COPIES DESCRIPTION 1. ❑ As Requested ❑ Please Return ❑ For Your Information Other: For Your Files ❑ Under Separate Cover ❑ Via Original Title Policy No. 5011453 - 2164668 King County Assessor's Tax Parcel No. 202104 -9053 Parcel 06 — Graham Real Ventures, LLC 2. Original Title Policy No. 5011453 - 2164702 King County Assessor's Tax Parcel No. 889700 -0015 Parcel 54 — Utterback, LLC COMMENTS: Enclosed for your files are the original Title Policy for each of the above - mentioned parcels. cc: Project File AG 13 -148 — Parcel #06 — Graham Real Ventures, LLC Project File AG 13 -148 — Parcel #54 — Utterback, LLC Day File K: \STREETS \PROJECTS \SR99 Phase V \ROW \Title Policies \20160107 Transmittal to City Clerk - Title Policies - Parcels 06 (Graham Real Ventures, LLC) & 54 (Utterback, LLC).doc First American 818 Stewart St Ste 800, Seattle WA 98101 3 oz 11111111111 3l12111ll11p1121141����1 12/30/2015 Order No: 2164702 ,44 /3 /yf livt-eee 54- ui L,464,,LL Transmittal City of Federal Way 33325 8th Ave S, Attn: Naveen Chandra, P.E. Federal Way WA 98003 Enclosed please find 1 attached documents. First American Title Insurance Company RECEIVED JAN 0 5 2016 PUBLIC WORKS DEPARTMENT Page Count 9 First American Owner's Policy Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 5011453- 2164702 Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company ") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. (Covered Risks Continued on Page 2) In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A. First American Title insurance Company ()ems - Giitror -resident (This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document Copyright 2006 -2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association Form 5011453 (7 -1 -14) Page 1 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington COVERED RISKS (Continued) 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (1) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Form 5011453 (7 -1 -14) Page 2 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance ": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured ": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly - owned by the named Insured, (2) if the grantee wholly owns the named Insured, if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. "Insured Claimant": An Insured claiming loss or damage. "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. "Public Records ": Records established under state statutes at Date of Policy for the purpose of imparting constructive (e) (f) (g) (3) (i) notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title ": The estate or interest described in Schedule A. (k) "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. Form 5011453 (7 -1 -14) Page 3 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) (ii) the Amount of Insurance shall be increased by 10 %, and the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. Form 5011453 (7 -1 -14) Page 4 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ( "Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888 -632- 1642. `Form 5011453 (7 -1 -14) Page 5 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First Am r can Schedule A Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164702 Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707. File No.: 4209 - 2164702 Address Reference: 34414 Pacific Highway S, Federal Amount of Insurance: $42,490.25 Way, WA 98003 Premium: $380.00 Date of Policy: December 21, 2015 at 5:00 p.m. 1. Name of Insured: City of Federal Way, a Washington municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple and An Easement as created by that certain easement recorded under Recording Number 20151221001510 and An Easement as created by that certain easement recorded under Recording Number 20151221001511 3. Title is vested in: City of Federal Way, a Washington municipal corporation 4. The Land referred to in this policy is described as follows: LOT 3, VICK ADDITION, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 45 OF PLATS, PAGE(S) 27 AND 28, IN KING COUNTY, WASHINGTON. APN: 889700 - 0015 -02 Form 5011453 (7 -1 -14) Page 6 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First American Schedule B Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164702 EXCEPTIONS FROM COVERAGE File No.: 4209 - 2164702 This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing the issuance thereof; (C) Water rights, claims or title to water; whether or not the matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. 7. Any service, installation, connection, maintenance, construction, tap or reimbursement charges /costs for sewer, water, garbage or electricity. Form 5011453 (7 -1 -14) [Page 7 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington Part Two: 1. Any and all offers of dedication, conditions, restrictions, easements, fence line /boundary discrepancies, notes and /or provisions shown or disclosed by Plat of Vick Addition recorded in Volume 45 of Plats, Page(s) 27 and 28. Note: A waiver of rights in restrictive covenants was recorded under Recording Number 6609621. 2. Easement, including terms and provisions contained therein: Recording Information: 4899141 In Favor of: Lake Center Water Cooperative, a Washington corporation For: Water A document recorded May 7,1958 as Recording No. 4899141 of Official Records provides that the interest of the easement holder was transferred to King County Water District No. 100. 3. Covenants, Conditions, Restrictions and /or Reservations contained in the following instrument: Statutory Warranty Deed Executed by: James T. Suzuki and Yuriko Suzuki, husband and wife Recorded: December 07, 1981 Recording No.: 8112070373 4. Easement, including terms and provisions contained therein: Recording Information: 8112070373 In Favor of: Terry L. Williams and Jan E. Williams, husband and wife For: Utilities 5. The terms and provisions contained in the document entitled "Agreement for Sale of Easement" Recorded: December 07, 1981 Recording No.: 8112070375 6. The terms and provisions contained in the document entitled "Agreement" Recorded: April 08, 1982 Recording No.: 8204080326 The lien created by said agreement was satisfied and released by certificate of completion and release of lien document recorded under Recording Number 8205100249. The sewer charge payable in lieu of assessment created by said agreement was satisfied and discharged by instrument recorded under Recording Number 8205100254. Modification and /or amendment by instrument: Recorded: March 28, 1988 Recording Information: 8803280362 7. Easement, including terms and provisions contained therein: Recording Information: 8205100257 In Favor of: Lakehaven Sewer District, a municipal corporation For: Sewer mains with the necessary appurtenances Form 5011453 (7 -1 -14) Page 8 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington 8. Easement, including terms and provisions contained therein: Recording Information: 20151221001510 In Favor of: City of Federal Way, a Washington municipal corporation For: Right -of -Way for all public purposes including byut not limited to vehicular travel, landscaping, sidewalks, street lights, public utilities (including without limitation water, sewer, storm water, electric, gas, telephone, cable and fiber optic) 9. Easement, including terms and provisions contained therein: Recording Information: 20151221001511 In Favor of: City of Federal Way, a Washington municipal corporation For: Public utility improvements, including without limitation water, sewer, storm water, electric gas, telephone, cable fiber optic and streetlights improvements 10. The terms and provisions contained in the document entitled "Right of Entry" Recorded: December 21, 2015 Recording No.: 20151221001512 Form 5011453 (7 -1 -14) Page 9 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First American 818 Stewart St Ste 800, Seattle WA 98101 King 3 oz 11111111111 ll11111111111 12/30/2015 Order No: 2164668 Enclosed please find 1 attached documents. First American Title Insurance Company A lk Jae -t b ice4e v4, RECEIVED JAN 0 5 2016 PUBLIC WORKS DEPARTMENT Transmittal Page Count 8 First American Owner's Policy Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 5011453 - 2164668 Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company ") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. (Covered Risks Continued on Page 2) In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A. First American Title insurance Company ii ltaais J. � ilrtio Presilent retary (This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document Copyright 2006 -2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association Form 5011453 (7 -1 -14) Page 1 of 8 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington COVERED RISKS (Continued) 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Form 5011453 (7 -1 -14) Page 2 of 8 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS L DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance ": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured ": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly - owned by the named Insured, (2) if the grantee wholly owns the named Insured, if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant ": An Insured claiming loss or damage. (f) "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records ": Records established under state statutes at Date of Policy for the purpose of imparting constructive (3) (j) (k) notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. "Title ": The estate or interest described in Schedule A. "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of Toss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. Form 5011453 (7 -1 -14) Page 3 of 8 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the Toss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10 %, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. Form 5011453 (7 -1 -14) Page 4 of 8 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Form 5011453 (7 -1 -14) 'Page 5 of 8 Association ( "Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888 -632- 1642. ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First Am er ca Schedule A Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164668 Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707. File No.: 4209 - 2164668 Address Reference: 34211 Pacific Hwy South, Federal Amount of Insurance: $46,684.00 Way, WA 98003 Premium: $380.00 Date of Policy: December 23, 2015 at 5:00 p.m. 1. Name of Insured: City of Federal Way, a Washington municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is vested in: City of Federal Way, a Washington municipal corporation 4. The Land referred to in this policy is described as follows: THE EASTERLY 12.00 FEET OF THE HEREINAFTER DESCRIBED GRANTOR'S PARCEL; GRANTOR'S PARCEL: THAT PORTION OF THE NORTH HALF OF THE NORTH HALF OF THE SOUTH HALF OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 20, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING WEST OF STATE HIGHWAY NUMBER 1. APN: 202104 - 9053 -04 Form 5011453 (7 -1 -14) Page 6 of 8 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First American Schedule B Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164668 EXCEPTIONS FROM COVERAGE File No.: 4209 - 2164668 This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing the issuance thereof; (C) Water rights, claims or title to water; whether or not the matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. 7. Any service, installation, connection, maintenance, construction, tap or reimbursement charges /costs for sewer, water, garbage or electricity. (Form 5011453 (7 -1 -14) Page 7 of 8 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington Part Two: 1. Facility Charges, if any, including but not limited to hook -up, or connection charges and latecomer charges for sewer, water and public facilities of Tap or Connection Charges as disclosed by instrument recorded under recording no. 8106010916. 2. Unrecorded leaseholds, if any, rights of vendors and security agreement on personal property and rights of tenants, and secured parties to remove trade fixtures at the expiration of the term. 3. Conditions, notes, easements, provisions and /or encroachments contained or delineated on the face of the Survey recorded under Recording No. 20120823900009. 4. The terms and provisions contained in the document entitled "Right of Entry" Recorded: December 23, 2015 Recording No.: 20151223001597 form 5011453 (7 -1 -14) Page 8 of 8 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington Federal Way Date: December 29, 2015 To: City Clerk's Office City of Federal Way • Public Works Department 33325 8th Avenue South • Federal Way, WA 98003 -6325 Phone 253.835.2700 • Fax 253.835.2709 • www.ci.federal- way.wa.us LETTER OF TRANSMITTAL From: Marj Currie -Hicks 1.6' Street Division ' Public Works Department RE: AG 13 -148 - SR 99, Phase 5 (S 340th St to S 359th St) Project — Parcel(s) 48 — Lorri A Nichols LLC TRANSMITTED As CHECKED BELOW: ❑ For Your Review ❑ For Your Approval ❑ For Your Action ITEMS /COPIES DESCRIPTION 1. ❑ As Requested ❑ Please Return ❑ For Your Information ® Other: For Your Files ❑ Under Separate Cover ❑ Via Original Title Policy No. 5011453 - 2164697 King County Assessor's Tax Parcel No. 202104 -9145 Parcel 48 — Lorri A Nichols LLC COMMENTS: Enclosed for your files is the original Title Policy for each of the above - mentioned parcels. cc: Project File AG 13 -148 — Parcel #48 (Lorri A Nichols LLC) Day File K: \STREETS \PROJECTS \SR99 Phase V \ROW \Title Policies \20151215 Transmittal to City Clerk - Title Policies - Parcels 48 (Lorri A Nichols LLC).doc First t A erica ,Owner's Policy Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 5011453- 2164697 Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company ") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against Toss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. (Covered Risks Continued on Page 2) In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A. First American Title Insurance Company Dennis J er r 'res4deni ,le trey S Rvb nscn Secre:ory (This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document Copyright 2006 -2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association Form 5011453 (7 -1 -14) Page 1 of 12 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington COVERED RISKS (Continued) 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay Toss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or govemmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no Toss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. form 5011453 (7 -1 -14) Page 2 of 12 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance ": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured ": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly - owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. "Insured Claimant ": An Insured claiming loss or damage. "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. "Public Records ": Records established under state statutes at Date of Policy for the purpose of imparting constructive (e) (f) (9) (i) notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title ": The estate or interest described in Schedule A. (k) "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a daim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (Form 5011453 (7 -1 -14) 'Page 3 of 12 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10 %, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. Form 5011453 (7 -1 -14) 4 of 12 ALTA Owner's Policy of Title Insurance (6- 17 -06) rage Washington CONDITIONS (Continued) 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ( "Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Polity, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888 -632- 1642. Form 5011453 (7 -1 -14) 5 of 12 ALTA Owner's Policy of Title Insurance (6 -17 -06)1 rage Washington' First American Schedule A Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164697 Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707. File No.: 4209 - 2164697 Address Reference: 34730 Pacific Hwy S, Federal Way, Amount of Insurance: $84,152.00 WA 98003 Premium: $555.00 Date of Policy: November 17, 2015 at 5:00 p.m. 1. Name of Insured: City of Federal Way, a Washington muncipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee simple as to Parcel(s) A, an easement as to Parcel(s) B and C. and An Easement as created by that certain easement recorded under Recording Number 20151117001063, as to Parcel Y 3. Title is vested in: City of Federal Way, a Washington muncipal corporation 4. The Land referred to in this policy is described as follows: PARCEL X (TAKE): THAT PORTION OF THE HEREINAFTER DESCRIBED TRACT LYING WESTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SAID TRACT AND A LINE THAT IS 67.50 FEET EASTERLY OF AND PARALLEL WITH THE CENTERLINE OF PACIFIC HIGHWAY SOUTH (SR 99); THENCE SOUTH 22° 48' 59" WEST ALONG SAID PARALLEL LINE, 125.25 FEET; THENCE SOUTHEASTERLY ON A CURVE TO THE LEFT WHOSE CENTER BEARS SOUTH 67° 11' 01" EAST, 27.00 FEET, AN ARC DISTANCE OF 32.68 FEET; THENCE SOUTH 46° 31' 44" EAST, 10.26 FEET TO THE NORTHERLY MARGIN OF SOUTH 348TH STREET AND TERMINUS OF SAID LINE DESCRIPTION. TRACT: PARCEL A: Form 5011453 (7 -1 -14) (Page 6 of 12 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 20, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST MARGIN OF STATE ROAD NO. 1, "U.S. 99" WHICH IS 175 FEET NORTH OF THE NORTH MARGIN OF SOUTH 348TH STREET AS ESTABLISHED BY DEED RECORDED UNDER KING COUNTY RECORDING NUMBER 5404858, AS MEASURED ALONG THE EASTERLY MARGIN; THENCE SOUTHWESTERLY ALONG SAID EASTERLY MARGIN 175 FEET TO THE NORTHERLY MARGIN OF SOUTH 348Th STREET; THENCE EASTERLY, ALONG SAID NORTHERLY MARGIN 175 FEET; THENCE NORTH PARALLEL WITH THE EASTERLY LINE OF SAID SUBDIVISION TO A POINT DUE EAST FROM THE POINT OF BEGINNING; THENCE WEST TO THE POINT OF BEGINNING. EXCEPT THAT PORTION CONVEYED TO THE CITY OF FEDERAL WAY BY DEED RECORDED UNDER RECORDING NUMBER 9506200786, DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 20, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST MARGIN OF STATE ROAD NO. 1, "U.S. 99 ", W1TH THE NORTH MARGIN OF SOUTH 348TH STREET AS ESTABLISHED BY DEED RECORDED UNDER KING COUNTY RECORDING NUMBER 5404858; THENCE NORTH 22 °48'14" EAST 42.72 FEET; THENCE SOUTH 25 °34'15" EAST 12.82 FEET; THENCE SOUTH 41 °57'59" EAST 23.18 FEET; THENCE SOUTH 81 °24'05" EAST 90.53 FEET TO THE NORTH MARGIN OF SOUTH 348Th STREET; THENCE ALONG SAID NORTH MARGIN NORTH 88 °40'08" WEST 127.14 FEET TO THE POINT OF BEGINNING. PARCEL B: A NON - EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE HEREINABOVE DESCRIBED TRACT; THENCE EAST ALONG THE NORTH MARGIN OF SOUTH 348TH STREET A DISTANCE OF 25 FEET; THENCE NORTHWESTERLY IN A STRAIGHT LINE TO A POINT ON THE EAST LINE OF THE HEREINABOVE DESCRIBED TRACT WHICH IS 25 FEET NORTH OF THE POINT OF BEGINNING AS MEASURED ALONG THE SAID EAST LINE; THENCE SOUTH ALONG SAID EAST LINE 25 FEET TO THE POINT OF BEGINNING. PARCEL C: A NON - EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS DISCLOSED BY INSTRUMENT UNDER RECORDING NO. 9710270656. PARCEL Y (EASEMENT): THAT PORTION OF THE HEREINAFTER DESCRIBED TRACT DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SAID TRACT AND A LINE THAT IS 67.50 FEET EASTERLY OF AND PARALLEL WITH THE CENTERLINE OF PACIFIC HIGHWAY SOUTH (SR 99); Form 5011453 (7 -1 -14) 'Page 7 of 12 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington THENCE SOUTH 22° 48' 59" WEST ALONG SAID PARALLEL LINE, 20.18 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID PARALLEL LINE SOUTH 22° 48' 59" WEST, 8.25 FEET; THENCE SOUTH 67° 11' 01" EAST, 4.00 FEET; THENCE NORTH 22° 48' 59" EAST, 8.25 FEET; THENCE NORTH 67° 11' 01" WEST, 4.00 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 33 SQUARE FEET, MORE OR LESS. TRACT: PARCEL A: THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 20, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EAST MARGIN OF STATE ROAD NO. 1, "U.S. 99" WHICH IS 175 FEET NORTH OF THE NORTH MARGIN OF SOUTH 348TH STREET AS ESTABLISHED BY DEED RECORDED UNDER KING COUNTY RECORDING NUMBER 5404858, AS MEASURED ALONG THE EASTERLY MARGIN; THENCE SOUTHWESTERLY ALONG SAID EASTERLY MARGIN 175 FEET TO THE NORTHERLY MARGIN OF SOUTH 348TH STREET; THENCE EASTERLY, ALONG SAID NORTHERLY MARGIN 175 FEET; THENCE NORTH PARALLEL WITH THE EASTERLY LINE OF SAID SUBDIVISION TO A POINT DUE EAST FROM THE POINT OF BEGINNING; THENCE WEST TO THE POINT OF BEGINNING. EXCEPT THAT PORTION CONVEYED TO THE CITY OF FEDERAL WAY BY DEED RECORDED UNDER RECORDING NUMBER 9506200786, DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 20, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EAST MARGIN OF STATE ROAD NO. 1, "U.S. 99 ", WITH THE NORTH MARGIN OF SOUTH 348TH STREET AS ESTABLISHED BY DEED RECORDED UNDER KING COUNTY RECORDING NUMBER 5404858; THENCE NORTH 22 °48'14" EAST 42.72 FEET; THENCE SOUTH 25 °34'15" EAST 12.82 FEET; THENCE SOUTH 41 °57'59" EAST 23.18 FEET; THENCE SOUTH 81 °24'05" EAST 90.53 FEET TO THE NORTH MARGIN OF SOUTH 348TH STREET; THENCE ALONG SAID NORTH MARGIN NORTH 88 °40'08" WEST 127.14 FEET TO THE POINT OF BEGINNING. PARCEL B: A NON - EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE HEREINABOVE DESCRIBED TRACT; THENCE EAST ALONG THE NORTH MARGIN OF SOUTH 348TH STREET A DISTANCE OF 25 FEET; THENCE NORTHWESTERLY IN A STRAIGHT LINE TO A POINT ON THE EAST LINE OF THE HEREINABOVE DESCRIBED TRACT WHICH IS 25 FEET NORTH OF THE POINT OF BEGINNING AS Form 5011453 (7 -1 -14) (Page 8 of 12 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington MEASURED ALONG THE SAID EAST LINE; THENCE SOUTH ALONG SAID EAST LINE 25 FEET TO THE POINT OF BEGINNING. PARCEL C: A NON - EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS AS DISCLOSED BY INSTRUMENT UNDER RECORDING NO. 9710270656. APN: 202104 - 9145 -04 Form 5011453 (7 -1 -14) Page 9 of 12 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First American Schedule B Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164697 EXCEPTIONS FROM COVERAGE File No.: 4209 - 2164697 This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing the issuance thereof; (C) Water rights, claims or title to water; whether or not the matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. 7. Any service, installation, connection, maintenance, construction, tap or reimbursement charges /costs for sewer, water, garbage or electricity. Form 5011453 (7-1-14) Page 10 of 12 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington Part Two: 1. Easement, including terms and provisions contained therein: Recording Information: 6287308 In Favor of: Puget Sound Power and Light Company For: Install, maintain, replace, remove and use an electric line, including all necessary poles, anchors, wires and fixtures 2. Reservations and exceptions, including the terms and conditions thereof: Reserving: Minerals Reserved By: Gulf Oil Corporation, a Pennsylvania corporation Recorded: July 1, 1975 Recording Information: 7507010460 We note no examination has been made regarding the transfer or taxation of the reserved rights. 3. Conditions, notes, easements, provisions and /or encroachments contained or delineated on the face of the Survey recorded under Recording No. 7509080425. 4. Agreement and the terms and conditions thereof: Between: City of Federal Way, a Washington municipal corporation And: Don L. Finlayson, Sally W. Finlayson, Scott B. Finlayson, Leonard M. Finlayson, and Helen J. Finlayson (Potential Purchases) Recording Information: 9412270715 Regarding: Street and related improvements will necessitate either the relocation of the existing sign or its replacement with one that will conform with the reconfiguration of the intersection of Pacific Highway South and South 348th Street 5. Agreement and the terms and conditions thereof: Between: City of Federal Way, a Washington municipal corporation, Bartlett Harrison Enterprises, a Washington general partnership, Marlin F. Harrison, Donna L. Harrison, Gregory C. Bartlett d /b /a Life Chiropractic Clinic (owners) And: Don L. Finlayson, Sally W. Finlayson, Scott B. Finlayson, Leonard M. Finlayson and Helen J. Finlayson (Potential Purchases) Recording Information: 9412270716 Regarding: The potential purchasers have entered into an earnest money agreement with the owners to purchase the property. The property is required by the city for street and related improvements and any delay in the city's construction program is contrary to the public interest. The owners and the potential purchasers wish to grant the possession and use of the property for the purposes of commencing construction and the parties require time in order to close the sale of the property to the city. ;Form 5011453 (7 -1 -14) (Page 11 of 12 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington 6. Easement, including terms and Recorded: Recording Information: In Favor Of: For: provisions contained therein: October 13, 1995 9510131414 Puget Sound Energy, Inc., a Washington corporation Electric transmission and /or distribution system 7. The terms and provisions contained in the document entitled "Easement for Ingress and Egress" Recorded: October 27, 1997 Recording No.: 9710270656 8. Easement, including terms and provisions contained therein: Recording Information: In Favor of: For: 20151117001063 City of Federal Way, a Washintgon municipal corporation Water, sewer, storm water, electric, gas, telephone, cable, fiber optic and streetlight improvements 9. The terms and provisions contained in the document entitled "Right of Entry" Recorded: November.17, 2015 Recording No.: 20151117001064 Form 5011453 (7 -1 -14) (Page 12 of 12 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First American 818 Stewart St Ste 800, Seattle WA 98101 King 3 oz IIIIIIIIIIIIIIflhIIIIIIIIIIIIIHII IIIII 12/03/2015 Order No: 2164671 Naveen Chandra, Street Systems Proj City of Federal Way 33325 8th Ave S Federal Way WA 98003 Enclosed please find 1 attached documents. First American Title Insurance Company ci e.; RECEIVED DEC 14 2015 PUBLIC WORKS DEPARTMENT Transmittal Page Count 9 First American Owner's Policy Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 5011453- 2164671 Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company ") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. (Covered Risks Continued on Page 2) In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A. First American Title insurance Company &Nulls f t lla =re Preeidens. Aft This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document Copyright 2006 -2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association }Form 5011453 (7 -1 -14) Page 1 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington COVERED RISKS (Continued) 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Form 5011453 (7 -1 -14) 2 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) (Page Washington CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance ": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured ": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly - owned by the named Insured, (2) if the grantee wholly owns the named Insured, if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant ": An Insured claiming loss or damage. (f) "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. "Public Records ": Records established under state statutes at Date of Policy for the purpose of imparting constructive (3) (i) (j) (k) notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. "Title ": The estate or interest described in Schedule A. "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. Form 5011453 (7 -1 -14) rage 3 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce Toss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (I) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary Toss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10 %, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. Form 5011453 (7 -1 -14) Page 4 of 9 1 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ( "Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888 -632- 1642. Form 5011453 (7 -1 -14) Page 5 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First American Schedule A Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164671 Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707. File No.: 4209 - 2164671 Address Reference: 34341 Pacific Hwy South, Federal Amount of Insurance: $91,000.00 Way, WA 98003 Premium: $450.00 Date of Policy: November 13, 2015 at 5:00 p.m. 1. Name of Insured: City of Federal Way, a Washington municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is vested in: City of Federal Way, a Washington municipal corporation 4. The Land referred to in this policy is described as follows: THAT PORTION OF THE HEREINAFTER DESCRIBED PARCEL "A" LYING EASTERLY, SOUTHEASTERLY, AND SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SAID PARCEL "A" AND A LINE THAT IS 62.00 FEET WESTERLY OF AND PARALLEL WITH THE CENTERLINE OF PACIFIC HIGHWAY SOUTH (SR 99): THENCE SOUTH 220 49' 07" WEST ALONG SAID PARALLEL LINE, 140.35 FEET; THENCE SOUTHWESTERLY ON A CURVE TO THE LEFT WHOSE CENTER BEARS NORTH 670 10' 53" WEST, 23.50 FEET, AN ARC DISTANCE OF 13.78 FEET; THENCE NORTH 540 44' 06" WEST, 3.67 FEET; THENCE SOUTH 760 13' 32" WEST, 24.68 FEET; THENCE NORTH 880 46' 47" WEST, 32.53 FEET; THENCE NORTH 830 05' 57" WEST, 121.28 FEET TO THE NORTHERLY MARGIN OF SOUTH 344TH STREET AND TERMINUS OF SAID LINE DESCRIPTION. CONTAINING 2,750 SQUARE FEET, MORE OR LESS. PARCEL "A" ;Form 5011453 (7 -1 -14) Page 6 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington (PER FIRST AMERICAN TITLE COMPANY ORDER NO. 2164671, DATED OCTOBER 15, 2013) THAT PORTION OF THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 20, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE WEST LINE OF PRIMARY STATE HIGHWAY NO. 1, AND THE NORTH LINE OF SOUTH 344TH STREET AS CONVEYED TO KING COUNTY, BY DEED RECORDED UNDER RECORDING NUMBER 5211957; THENCE WESTERLY ALONG SAID NORTH LINE OF SAID STREET, A DISTANCE OF 225 FEET; THENCE NORTH 129.08 FEET, MORE OR LESS, TO THE NORTH LINE OF THE SOUTH 16.5 FEET OF THE NORTH HALF OF THE SOUTH HALF OF THE SOUTH HALF OF SAID SUBDIVISION; THENCE EASTERLY ALONG SAID NORTH LINE TO THE WEST LINE OF PRIMARY STATE HIGHWAY NO. 1; THENCE SOUTHERLY ALONG SAID WESTERLY LINE TO THE POINT OF BEGINNING; EXCEPT THAT PORTION CONVEYED TO THE CITY OF FEDERAL WAY, A WASHINGTON MUNICIPAL CORPORATION FOR RIGHT OF WAY PURPOSES AS RECORDED IN DEED UNDER RECORDING NUMBER 20070606000842, WHICH IS A RE- RECORDING OF 20070208000735. APN: 202104- 9048 -02 ■ Form 5011453 (7 -1 -14) Page 7 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First America. Schedule B Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164671 EXCEPTIONS FROM COVERAGE File No.: 4209 - 2164671 This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing the issuance thereof; (C) Water rights, claims or title to water; whether or not the matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. 7. Any service, installation, connection, maintenance, construction, tap or reimbursement charges /costs for sewer, water, garbage or electricity. 'Form 5011453 (7 -1 -14) Page 8 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington Part Two: 1. Facility Charges, if any, including but not limited to hook -up, or connection charges and latecomer charges for sewer, water and public facilities of Water District No. 124 as disclosed by instrument recorded under recording no. 8106010916. 2. Easement, including terms and provisions contained therein: Recorded: Recording Information: In Favor Of: For: February 06, 1946 3539013 Puget Sound Energy, Inc., a Washington corporation Electric transmission and /or distribution system 3. Easement, including terms and provisions contained therein: Recorded: Recording Information: In Favor Of: For: 4. Easement, including terms and Recorded: Recording Information: In Favor Of: For: January 24, 1961 5244345 Puget Sound Energy, Inc., a Washington corporation Electric transmission and /or distribution system provisions contained therein: January 24, 1970 6607914 Puget Sound Energy, Inc., a Washington corporation Electric transmission and /or distribution system 5. Easement, including terms and provisions contained therein: Recording Information: 7710260705 In Favor of: Lakehaven Sewer District, a municipal corporation For: Sewer mains with necessary appurtenances 6. Conditions, notes, easements, provisions and /or encroachments contained or delineated on the face of the Survey recorded under Recording No. 8612179016. 7. The terms and provisions contained in the document entitled "Right of Entry" Recorded: November 13, 2015 Recording No.: 20151113001350 Form 5011453 (7 -1 -14) Page 9 of 9 ALTA Owner's Polity of Title Insurance (6- 17 -06) Washington First American 818 Stewart St Ste 800, Seattle WA 98101 King 3 oz 111 1111 111 0 11 1 * 0 1 0 0 1 7 0 7 4 4 5 3 0 2 5 6 5 8 3* 12/03/2015 Order No: 2164685 City of Federal Way 33325 8th Ave S Federal Way WA 98003 Enclosed please find 1 attached documents. First American Title Insurance Company 1) v PA( Cr ( 027 ECEn DEC 14 2 LILC C WQRKS �'�- �ftRTn�r•� Transmittal Page Count 10 x V 2 First American Owner's Policy Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 5011453- 2164685 Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company ") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. (Covered Risks Continued on Page 2) In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A. First American Title Insurance Company Dorms J li Preiden Jeffrey 5 Secretary (This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document Copyright 2006 -2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association form 5011453 (7 -1 -14) Page 1 of 10 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington COVERED RISKS (Continued) 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public (b) Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Form 5011453 (7 -1 -14) Page 2 of 10 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: • (a) "Amount of Insurance ": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. • (d) "Insured ": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly - owned by the named Insured, (2) if the grantee wholly owns the named Insured, if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Claimant ": An Insured claiming loss or damage. (f) "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (i) "Public Records ": Records established under state statutes at Date of Policy for the purpose of imparting constructive (3) (j) (k) notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. "Title ": The estate or interest described in Schedule A. "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of Toss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the Toss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. Form 5011453 (7 -1 -14) Page 3 of 10 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to fumish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10 %, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. Form 5011453 (7 -1 -14) IPage 4 of 10 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for Toss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ( "Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888 -632- 1642. Form 5011453 (7 -1 -14) (Page 5 of 10 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First American Schedule A Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164685 Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707. File No.: 4209 - 2164685 Address Reference: 955 South 356th Street, Federal Amount of Insurance: $20,921.00 Way, WA 98003 Premium: $380.00 Date of Policy: November 13, 2015 at 5:00 p.m. 1. Name of Insured: City of Federal Way, a Washington municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is vested in: City of Federal Way, a Washington municipal corporation 4. The Land referred to in this policy is described as follows: THAT PORTION OF THE HEREINAFTER DESCRIBED PARCEL "A" LYING EASTERLY OF THE FOLLOWING DESCRIBE LINE: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF SAID PARCEL "A" AND A LINE THAT IS 56.50 FEET WESTERLY OF AND PARALLEL WITH THE CENTERLINE OF PACIFIC HIGHWAY SOUTH (SR 99); THENCE NORTH 220 48' 11" EAST ALONG PARALLEL LINE, 174.00 FEET; THENCE NORTH 670 11' 29" WEST, 9.50 FEET TO A LINE THAT IS 66.00 WESTERLY OF AND PARALLEL WITH SAID CENTERLINE OF PACIFIC HIGHWAY SOUTH (SR 99); THENCE NORTH 220 48' 31" EAST ALONG SAID PARALLEL LINE, 55.25 FEET TO THE WESTERLY MARGIN OF SAID PACIFIC HIGHWAY SOUTH (SR 99) AND TERMINUS OF SAID LINE. CONTAINING 1,729 SQUARE FEET, MORE OR LESS. PARCEL "A ": (PER FIRST AMERICAN TITLE COMPANY ORDER NO. 2164685, DATED OCTOBER 18, 2013) THE NORTH 360 FEET OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER IN SECTION 29, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING WESTERLY OF THE STATE HIGHWAY; EXCEPT THAT PORTION CONVEYED TO THE STATE OF WASHINGTON BY DEED RECORDED (Form 5011453 (7-1-14) 6 of 10 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington JUNE 29, 1981 UNDER RECORDING NO. 8106290505; EXCEPT THE NORTHERLY 30 FEET FOR SOUTH 356TH STREET AS CONVEYED TO KING COUNTY BY DEED RECORDED UNDER RECORDING NO. 698901; EXCEPT THAT PORTION FOR SOUTH 356TH STREET AS CONVEYED TO THE CITY OF FEDERAL WAY BY DEED RECORDED FEBRUARY 6, 1992 UNDER RECORDING NO. 9202061409; ALSO EXCEPT THAT PORTION CONVEYED TO CITY FEDERAL WAY FOR RIGHT OF WAY AS RECORDED IN DEED UNDER RECORDING NO. 20070531002574. APN: 292104- 9039 -04 Form 5011453 (7 -1 -14) Page 7 of 10 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First Amer, can Schedule B Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164685 EXCEPTIONS FROM COVERAGE File No.: 4209- 2164685 This policy does not insure against Toss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing the issuance thereof; (C) Water rights, claims or title to water; whether or not the matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. 7. Any service, installation, connection, maintenance, construction, tap or reimbursement charges /costs for sewer, water, garbage or electricity. (Form 5011453 (7 -1 -14) (Page 8 of 10 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington Part Two: 1. Facility Charges, if any, including but not limited to hook -up, or connection charges and latecomer charges for sewer, water and public facilities of Federal Way as disclosed by instrument recorded under recording no. 8905120210. 2. Conditions, notes, easements, provisions and /or encroachments contained or delineated on the face of the Survey recorded under Recording No. 7906219003. 3. Sewer Service Agreement and the terms and conditions thereof: Between: Federal Way Water and Sewer District And: Federal Way Investors Recording Information: 8701231436 4. Agreement and the terms and conditions thereof: Between: Federal Way Water and Sewer District And: Christian Life Assembly Recording Information: 8808310906 Said agreement was amended to add the property herein described by instrument recorded under Recording Number 8905120208. The lien created by Paragraph 25 of said agreement was released by instrument recorded under Recording Number 8910050517, provided, however, connection fees as described in said agreement may be payable. 5. Easement, including terms and provisions contained therein: Recording Information: 8905120234 In Favor of: Federal Way Water and Sewer For: Sewer facilities, and all appurtenances related thereto 6. Right to make necessary slopes for cuts or fills upon said premises as granted by deed recorded February 6, 1992 under recording no. 9202061409. 7. Easement, including terms and provisions contained therein: Recording Information: 9202061410 In Favor of: City of Federal Way For: Slopes and utilities 8. The terms and provisions contained in the document entitled "Right of Entry" Recorded: May 31, 2007 Recording No.: 20070531002575 9. Conditions, notes, easements, provisions and /or encroachments contained or delineated on the face of the Survey recorded under Recording No. 20080506900009. Form 5011453 (7 -1 -14) Page 9 of 10 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington • 10. The terms and provisions contained in the document entitled "Right of Entry" Recorded: November 13, 2015 Recording No.: 20151113000404 Form 5011453 (7 -1 -14) Page 10 of 10 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First American 818 Stewart St Ste 800, Seattle WA 98101 King 3 oz i III 111111 1 1 1111111111 1111111111 111 UI 11 * 0 1 0 0 1 7 0 9 7 7 2 7 0 2 4 8 0 8 6* 12/08/2015 Order No: 2164692 City of Federal Way 33325 8th Ave S Federal Way WA 98003 Enclosed please find 1 attached documents. First American Title Insurance Company ✓LfY Transmittal Page Count 9 Form 5011453 (7 -1 -14) First American Owner's Policy Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 5011453- 2164692 Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company ") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or Hen or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against Toss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a govemmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. (Covered Risks Continued on Page 2) In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A. First American Title Insurance Company Dennis J ilit5 President (This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document Copyright 2006 -2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association (Page 1 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington COVERED RISKS (Continued) 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (1) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any govemmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Form 5011453 (7 -1 -14) (Page 2 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance ": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured ": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly - owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. "Insured Claimant ": An Insured claiming loss or damage. "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. "Public Records ": Records established under state statutes at Date of Policy for the purpose of imparting constructive (e) (f) (g) (i) (j) (k) notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. "Title ": The estate or interest described in Schedule A. "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of Toss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. Form 5011453 (7 -1 -14) (Page 3 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its • own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce Toss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the Toss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed Toss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10 %, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. Form 5011453 (7 -1 -14) (Page 4 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shalt permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ('Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located, Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888 -632- 1642. Form 5011453 (7 -1 -14) Page 5 of 9 ALTA Owner's Policy of 'Title Insurance (6- 17 -06) Washington First American Schedule A Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164692 Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707. File No.: 4209 - 2164692 Address Reference: 35400 Pacific Hwy South, Federal Amount of Insurance: $72,199.00 Way, WA 98003 Premium: $510.00 Date of Policy: November 17, 2015 at 5:00 p.m. 1. Name of Insured: City of Federal Way, a Washington municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple as to Parcel A and X Easement as to Parcel B and Y 3. Title is vested in: City of Federal Way, a Washington municipal corporation 4. The Land referred to in this policy is described as follows: PARCEL X (TAKE): THE WEST 17.00 FEET OF THE HEREINAFTER DESCRIBED TRACT; EXCEPT THE NORTH 196.50 FEET OF THE EAST 4.00 FEET OF THE WEST 17.00 FEET; TRACT: PARCEL A: THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 29, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING EASTERLY OF THE EASTERLY RIGHT -OF -WAY LINE OF PACIFIC HIGHWAY SOUTH (SR 99), AS IT NOW EXISTS, 50.00 FEET FROM THE CENTER LINE OF SAID HIGHWAY, AS SAID CENTERLINE WAS ESTABLISHED BY DEED RECORDED UNDER RECORDING NUMBER 1778238, AND MORE FULLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON SAID EASTERLY RIGHT -OF -WAY LINE OF SAID HIGHWAY WHICH LIES SOUTH 21° 10' 00" WEST 700.00 FEET FROM THE INTERSECTION OF SAID EASTERLY RIGHT -OF -WAY LINE WITH THE NORTH LINE OF SAID SUBDIVISION; THENCE CONTINUE SOUTH 21° 10' 00" WEST 300.00 FEET; THENCE SOUTH 82° 50' 00" EAST 154.59 FEET; THENCE NORTH 21° 10' 00" EAST 300.00 FEET; THENCE NORTH 82° 50' 00" WEST 154.59 FEET TO THE POINT OF BEGINNING; PARCEL B: Form 5011453 (7 -1 -14) (Page 6 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington A NON - EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER A STRIP OF LAND 25 FEET IN WIDTH, EXTENDING FROM THE EASTERLY LINE OF SAID TRACT TO NORTHWESTERLY LINE OF LIBO ROAD (SOUTH 356T1-I STREET), THE SOUTHERLY LINE OF WHICH IS THE SOUTH LINE OF SAID TRACT PRODUCED SOUTHEASTERLY, IN KING COUNTY, WASHINGTON. PARCEL Y (EASEMENT): THAT PORTION OF THE HEREINAFTER DESCRIBED TRACT, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF SAID TRACT AND A LINE THAT IS 63.00 FEET EASTERLY OF AND PARALLEL WITH THE CENTERLINE OF PACIFIC HIGHWAY SOUTH (SR 99); THENCE ALONG SAID PARALLEL LINE SOUTH 22° 48' 58" WEST, 7.87 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID PARALLEL LINE, SOUTH 22° 48' 58" WEST, 6.00 FEET; THENCE SOUTH 67° 11' 02" EAST, 3.50 FEET; THENCE NORTH 22° 48' 58" EAST, 6.00 FEET; THENCE NORTH 67° 11' 02" WEST, 3.50 FEET TO THE TRUE POINT OF BEGINNING. PARCEL A: THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 29, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING EASTERLY OF THE EASTERLY RIGHT -OF -WAY LINE OF PACIFIC HIGHWAY SOUTH (SR 99), AS IT NOW EXISTS, 50.00 FEET FROM THE CENTER LINE OF SAID HIGHWAY, AS SAID CENTERLINE WAS ESTABLISHED BY DEED RECORDED UNDER RECORDING NUMBER 1778238, AND MORE FULLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON SAID EASTERLY RIGHT -OF -WAY LINE OF SAID HIGHWAY WHICH LIES SOUTH 21° 10' 00" WEST 700.00 FEET FROM THE INTERSECTION OF SAID EASTERLY RIGHT -OF -WAY LINE WITH THE NORTH LINE OF SAID SUBDIVISION; THENCE CONTINUE SOUTH 21° 10' 00" WEST 300.00 FEET; THENCE SOUTH 82° 50' 00" EAST 154.59 FEET; THENCE NORTH 21° 10' 00" EAST 300.00 FEET; THENCE NORTH 82° 50' 00" WEST 154.59 FEET TO THE POINT OF BEGINNING; PARCEL B: A NON - EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER A STRIP OF LAND 25 FEET IN WIDTH, EXTENDING FROM THE EASTERLY LINE OF SAID TRACT TO NORTHWESTERLY LINE OF LIBO ROAD (SOUTH 356TH STREET), THE SOUTHERLY LINE OF WHICH IS THE SOUTH LINE OF SAID TRACT PRODUCED SOUTHEASTERLY, IN KING COUNTY, WASHINGTON. APN: 292104- 9125 -09 Form 5011453 (7 -1 -14) (Page 7 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164692 EXCEPTIONS FROM COVERAGE File No.: 4209 - 2164692 This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing the issuance thereof; (C) Water rights, claims or title to water; whether or not the matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. 7. Any service, installation, connection, maintenance, construction, tap or reimbursement charges /costs for sewer, water, garbage or electricity. Form 5011453 (7 -1 -14) iPage 8 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington Part Two: 1. Facility Charges, if any, including but not limited to hook -up, or connection charges and latecomer charges for sewer, water and public facilities of Federal Way Water and Sewer District as disclosed by instrument recorded under recording no. 8608041129 and 8905120210. 2. Easement, including terms and provisions contained therein: Recording Information: 8511140792 In Favor of: Lakehaven Sewer District For: Sewer mains with necessary appurtenances 3. Conditions, notes, easements, provisions and /or encroachments contained or delineated on the face of the Survey recorded under Recording No. 9005239023. 4. Easement, including terms and provisions contained therein: Recording Information: 20151117000431 In Favor of: Grahen LLC, a Washington limited liability company For: Permanent Utilities 5. The terms and provisions contained in the document entitled "Right of Entry" Recorded: November 17, 2015 Recording No.: 20151117000432 Form 5011453 (7 -1 -14) (Page 9 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington RETURN TO: Mercedes EXT: 2701 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / STREETS 2. ORIGINATING STAFF PERSON: NAVEEN CHANDRA 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE /CONTRACT AMENDMENT (AG #):13 -148 arOTHER SUPPLEMENT No. 4 EXT: 2729 3. DATE REQ. BY: ASAP ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: SR 99 PHASE V HOV LANES (S 340TH ST TO S 359TH ST) DESIGN SERVICES 6. NAME OF CONTRACTOR: KPG, PS ADDRESS: 753 9TH AVENUE N, SEATTLE, WA 98109 TELEPHONE: 206- 286 -1640 E -MAIL: FAX: SIGNATURE NAME: NELSON DAVIS TITLE: PRINCIPAL 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # 101042 BL, EXP. 12/31/15 UBI # 601248468 , EXP. 05/31/15 8. TERM: COMMENCEMENT DATE: JULY 17, 2013 COMPLETION DATE: 6/30/2016 9. TOTAL COMPENSATION: $2,386, 341.71 (UNCHANGED) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $738,710 (UNCHANGED) IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE To: 306 - 4400 - 165 - 595 -30 -411 10. DOCUMENT / CONTRACT REVIEW .❑ PROJECT MANAGER rDIVISION MANAGER 12-DEPUTY DIRECTOR JDIRECTOR 1 ❑ RISK MANAGEMENT (IF APPLICABLE) l "rLAW DEPT INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CON TRACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR ❑ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS DATE SENT: 1 50 1 LAW DEPT y CHIEF OF STAFF SIGNATO' AYO'1 R DIRECTOR) ASSIGNED AG # ❑ SIGNED COPY RETURNED RETURN ONE ORIGINAL COMMENTS: EXECUTE " 2 " ORIGINALS. THIS SUPPLEMENT AUTHORIZES ADDITIONAL SERVICES UNDER THE MANAGEMENT RESERVE FOR THE LAKEHAVEN UTILITY DISTRICT WORK. THE MANAGEMENT RESERVE FUNDS WERE AUTHORIZED UNDER SUPPLEMENT "2 ". THEREFORE, THERE IS NO CHANGE TO THE TOTAL COMPENSATION OF THE CONTRACT UNDER THIS SUPPLEMENT. THIS SUPPLEMENT SIMPLY AUTHORIZES THE WORK AND FUNDS TO BE PAID UNDER MANAGEMENT RESERVE OF SUPPLEMENT "2 ". INITIAA DATE SIG D Mir, WM erffigiFVATT AG# /31ti 6 DATE SENT: � 3 - I5 DATE REC' D: j2-in I E S 1/15 SUPPLEMENT NO. 4 CITY OF FEDERAL WAY LOCAL AGENCY STANDARD CONSULTANT AGREEMENT FOR PACIFIC HIGHWAY SOUTH HOV LANES PAHSE V (S 340TH STREET TO S 359TH STREET) DESIGN SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, PS effective the 17th day of July 2013, identified as Agreement No. 13 -148 as supplemented by Supplement No. 1 on December 4, 2014, Supplement No. 2 on March 2, 2015, and Supplement No 3, 2015 on November 20, 2015. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 4 ". The changes to the Agreement are described as follows: Section II, Scope of Services, shall be amended to include those additional services more particularly described in Exhibit "A -4" attached hereto and incorporated by this reference (Additional Services). it Signed this R3 day of Nelson Davis Its: Principal 753 9th Ave N Seattle, WA 98109 (206) 286 -1640 CITY OF FEDERAL WAY By: Ferrell Its: Mayor 33325 8th Ave S Federal Way, WA 98003 (253) 835 -2401 APPROVED AS TO FORM: -o /Amy Jo Pearsall, City Attorney K: \STREETS \PROJECTS \SR99 Phase V\Design \Consultant Agreement \Supplements \Supplement No. 4 \13 -148 Ph V Supplement No 4.docx EXHIBIT A-4 City of Federal Way Pacific Highway South HOV Lanes Phase V S 340th Street to S 359th Street Scope of Work and Fee Proposal: VALMET SITE WATER FACILITIES REVISIONS KPG November 10, 2015 (For Lakehaven Utility District authorization of management reserve under Interlocal Agency Agreement, and Consultant Scope of Services,Task 17.9) Work to be completed under this management reserve authorization involves development and evaluation of options; design, preparation and review of plans, specifications, engineer's estimate, bid documents; and preparation of easement legal descriptions and exhibit(s) for additional work identified for service to Parcel 202104 -9093 (Vaimet parcel). Plans will be prepared in accordance with Lakehaven Utility District (Lakehaven) design standards as summarized and itemized in the Lakehaven's plan review checklist. Contemplated improvements included under this scope, subject to review by the City and Lakehaven, include the following: a. Installation of a new 8 -Inch DI cased crossing of Pacific Highway South from the existing main at approximate Station 72 +00 (west side) to serve the Vaimet parcel. The crossing will be located as near as possible to the north Vaimet property line and in line with a westerly extension of the existing water main on the north side of the Vaimet parcel beginning at the line valve. Alternatively, depending on the nature and extent of driveway modifications and new retaining walls north and south of the driveway, the crossing may be further south to provide suitable alignment for connection at the southwesterly portion of the existing diagonal segment of water main crossing the driveway approach. b. Remove existing on -site Fire Hydrant assembly at approximate Station 71 +40 and install a new fire hydrant assembly within the right of way or new easement, and connected to the new water main. c. Remove existing on -site fire hydrant assembly, RPBD, and water service connection at approximate Station 69 +90. A new water service connection will be located either north or south of the reconfigured driveway in either right -of -way or easement, and in a location acceptable to Lakehaven. The RPBD will be relocated adjacent, and be connected, to the new meter, and a new customer supply line will be extended from the RPBD, and be connected, to the existing customer supply line east of the current RPBD location. The existing 8 -inch DI pipe (Station 69 +90 to 72 +00) will be used as a casing for the extension of the customer supply line from the relocated RPBD to the existing customer supply line east of the current RPBD location. Evaluation will include confirmation that the extended customer supply line is sized for the additional line length consistent with the requirements of the International Plumbing Code and without detrimental affect relative to the current service pressure at the current RPBD location. Lukehat,en District KPG PHS Phase V HOV Lunen Won reserve 1 Pale 1 of 2 November 2015 d. Decommission or remove 8 -inch DI pipe along Valmet frontage between Station 69 +90 and connection to the main at S 344' Street, and potentially the diagonal segment of water main from the fire hydrant assembly at Station 71 +40 to the line valve east of the driveway. Plans, Specifications, and Estimates will be incorporated into the larger project for review and approval by Lakehaven and the City. A new legal description and exhibit will be prepared to capture the new service routing on the Valmet parcel, with a separate companion document to provide for relinguishment of the existing easement with water facilities determined to be removed or decommissioned subsequent to completion of the new improvements. Lakehaven will perform all necessary coordination with the property owner to obtain signatures and provide document recording. This work is being authorized under management reserve with a not to exceed budget of $9,000.00 in accordance with all terms and conditions of the original contract authorization and as shown in Exhibit E -1 attached. Lakehaven Utility District PHS Phase V HOV Litres Pogo' 2 ui 2 KPG November 2015 . 0 0 rn 0- n. RETURN TO: Mercedes EXT: 2701 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / STREETS 2. ORIGINATING STAFF PERSON: NAVEEN CHANDRA 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #):13 -148 V6THER SUPPLEMENT No. 3 EXT: 2729 3. DATE REQ. BY: ASAP ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: SR 99 PHASE V HOV LANES (S 340TH ST TO S 359TH ST) DESIGN SERVICES 6. NAME OF CONTRACTOR: KPG, PS ADDRESS: 753 9TH AVENUE N, SEATTLE, WA 98109 TELEPHONE: 206- 286 -1640 E -MAIL: FAX: SIGNATURE NAME: NELSON DAVIS TITLE: PRINCIPAL 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # 101042 BL, EXP. 12/31/15 UBI # 601248468 , EXP. 05/31/15 8. TERM: COMMENCEMENT DATE: JULY 17, 2013 COMPLETION DATE: 6/30/2016 9. TOTAL COMPENSATION: $2,386, 341.71 (UNCHANGED) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $738,710 (UNCHANGED) IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE To: 306 - 4400 - 165 - 595 -30 -411 10. DOCU NT / CONTRACT REVIEW PROJECT MANAGER ta/ IVISION MANAGER DEPUTY DIRECTOR VI)IRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) l /tAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING l�i�� XSENT TO VENDOR/CONTRACTOR DATE SENT: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIA / DATE SIGNE (1, I .f I //Sri' LAW DEPT CHIEF OF STAFF ' kk,SIGNATORY (MAYOR OR DIRECTOR) XprepiettetIM£ SSIGNED AG # IGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE ° 1 " ORIGINALS AG# 13 - iH 8 C� DATE SENT: //- V»�� INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: 116.016 1/15 SUPPLEMENT NO. 3 CITY OF FEDERAL WAY LOCAL AGENCY STANDARD CONSULTANT AGREEMENT FOR PACIFIC HIGHWAY SOUTH HOV LANES PAHSE V (S 340TH STREET TO S 359TH STREET) DESIGN SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, PS effective the 17th day of July 2013, identified as Agreement No. 13 -148 as supplemented by Supplement No. 1 on December 4, 2014 and Supplement No. 2 on March 2, 2015. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 3 ". The changes to the Agreement are described as follows: Section IV, Time for Beginning and Completion, shall be amended to extend the completion date to June 30, 2016. Signed this 20 day of I\010 1 +' , 2015. KPG, PS. By: Its: \L Nelson Davis Principal 753 9th Ave N Seattle, WA 98109 (206) 286 -1640 CITY OF FEDERAL WAY By: Its: Mayor 33325 8th Ave S Federal Way, WA 98003 (253) 835 -2401 APPROVED AS 0 FORM: ✓Amy Jo Pearsall, City Attorney K: \STREETS \PROJECTS \SR99 Phase V\Design \Consultant Agreement \Supplements \Supplement No. 3 \13 -148 Ph V Supplement No 3.docx t • First American Owner's Policy Owner's Policy of Titnsurance ISSUED BY First American Title Insurance Company POLICY NUMBER 5011453 - 2164680 Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company ") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. (Covered Risks Continued on Page 2) In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A. First American Title Insurance Company I..) ±m tis 1 s liYitar 'rc s+iagant l$flrey s. I?Cttrin: on Se fe:oty (This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document Copyright 2006 -2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association Form 5011453 (7 -1 -14) (Page 1 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington • COVERED RISKS (Continued) • 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Form 5011453 (7 -1 -14) Page 2 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance ": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured ": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly - owned by the named Insured, (2) if the grantee wholly owns the named Insured, if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. "Insured Claimant ": An Insured claiming loss or damage. "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. "Public Records ": Records established under state statutes at Date of Policy for the purpose of imparting constructive (e) (f) (g) (3) (i) notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title ": The estate or interest described in Schedule A. (k) "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. Form 5011453 (7 -1 -14) (Page 3 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10 %, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. Form 5011453 (7 -1 -14) Page 4 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ( "Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888 -632- 1642. form 5011453 (7 -1 -14) !Page 5 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington }Form 5011453 (7 -1 -14) Page 6 of 9 First Amer. Schedule A Owner's Policy of Title "prance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164680 Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707. File No.: 4209 - 2164680 Address Reference: 1019 South 351st Street, Federal Amount of Insurance: $45,650.00 Way, WA 98003 Premium: $450.00 Date of Policy: July 14, 2015 at 5:00 p.m. 1. Name of Insured: City of Federal Way, a Washington municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is vested in: City of Federal Way, a Washington municipal corporation 4. The Land referred to in this policy is described as follows: That portion of the hereinafter described Tract lying easterly of a line that is 62.00 feet westerly of and parallel with the centerline of Pacific Highway South (SR99); TRACT (GRANTOR'S PARCEL): Parcel A: That Portion of the South 147.7 feet of the Northeast quarter of the Southwest quarter of the Southeast quarter of Section 20, Township 21 North, Range 4 East, W.M., in King County, Washington, lying west of Pacific Highway South; Except that Portion thereof Described as Follows: Beginning at the northwest corner of said subdivision; thence south 89 °34'47" east 643.69 feet to the westerly margin of said Pacific Highway South; thence south 21 °50'33" west along said margin a distance of 40.82 feet; thence north 86 °0716" west 629.93 feet to the true point of Beginning. Parcel B: That portion of the south half of the southwest quarter of the southeast quarter of Section 20, Township 21 North, Range 4 East, W.M., in King County, Washington, Tying west of Pacific Highway South; Except the following described tract: Beginning at the intersection of the westerly margin of said Pacific Highway South and the south ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington line of said tract; thence north 21 °0211kast 241 feet; • thence north 59 °42'00" west 221.3 feet; thence south 21 °02'00" west 357.3 feet to the south line of said tract; thence east 232.9 feet along said south line to the point of beginning; and Except the Following described Property: Beginning at the southwest corner of said tract; thence north 00 °09'56" east, along the west line thereof, 525.19 feet; thence south 89 °44'00" east, parallel with the north line of said south half of the southwest quarter of the southeast quarter, 372.28 feet to the true point of beginning; thence north 00 °16'00" east 25.00 feet; thence south 89 °44'00" east 200.00 feet; thence south 00 °16'00" west 250.00 feet; thence north 89 °44'00" west 200.00 feet; thence north 00 °16'00" east 225.00 feet to the True Point of Beginning. APN: 202104- 9027 -07 rage 5011453 (7 -1 -14) age 7 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First Am rican Schedule B Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164680 EXCEPTIONS FROM COVERAGE File No.: 4209 - 2164680 This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing the issuance thereof; (C) Water rights, claims or title to water; whether or not the matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. 7. Any service, installation, connection, maintenance, construction, tap or reimbursement charges /costs for sewer, water, garbage or electricity. Form 5011453 (7 -1 -14) Page 8 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington • • Part Two: 1. Facility Charges, if any, including but not limited to hook -up, or connection charges and latecomer charges for sewer, water and public facilities of Federal Way as disclosed by instrument recorded under recording no. 8905120210. 2. Easement, including terms and provisions contained therein: Recorded: Recording Information: In Favor Of: For: 3. Easement, including terms and Recorded: Recording Information: In Favor Of: For: December 14, 1953 4404206 Puget Sound Energy, Inc., a Washington corporation Electric transmission and /or distribution system provisions contained therein: October 21, 1964 5801644 Puget Sound Energy, Inc., a Washington corporation Electric transmission and /or distribution system 4. Easement, including terms and provisions contained therein: Recording Information: 5811223 For: Ingress, egress, drainage, public and private utilities, and for the installation, maintenance, repair and replacement of a pipe line or pipe lines, power lines and signal and control circuits 5. Agreement and the terms and conditions thereof: Between: Dorothy M. McElhine for herself and as Representative of the Estate of Lyle J. McElhiney And: Water District No. 100 Recording Information: 7111150335 6. Easement, including terms and conditions contained therein: Granted to: Pacific Northwest Bell Telephone Company For: Underground communication lines and above ground telephone equipment and cabinets Recorded: January 29, 1987 Recording Information: 8701291409 7. Easement, including terms and conditions contained therein: Granted to: For: Recorded: Recording Information: Federal Way Water and Sewer District Sewer mains with the necessary appurtenances July 24, 1987 8707240920 8. The terms and provisions contained in the document entitled "Right of Entry" Recorded: July 14, 2015 Recording No.: 20150714001954 Form 5011453 (7 -1 -14) Page 9 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington RETURN TO: Jessica EXT: 2701 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/STREETS 2. ORIGINATING STAFF PERSON:NAVEEN CHANDRA EXT:2729 3. DATE REQ.BY:ASAP 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#):13-148 ❑ INTERLOCAL ❑ OTHER SUPPLEMENT No.2 5. PROJECT NAME:SR 99 PHASE V HOV LANES(S 340TH ST TO S 359TH ST) 6. NAME OF CONTRACTOR:KPG,PS ADDRESS:753 9TH AVENUE N,SEATTLE,WA 98109 TELEPHONE:206-286-1640 E-MAIL: FAX: SIGNATURE NAME:NELSON DAVIS TITLE: PRINCIPAL 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE#101042 BL,EXP. 12/31/2014 UBI# 601248468 ,EXP.5/31/2015 8. TERM: COMMENCEMENT DATE:JULY 17,2013 COMPLETION DATE: 12/31/2015 9. TOTAL COMPENSATION:$219,969.44 SUPPLEMENT 2/$2,386341.71 TOTAL (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $850.00 SUPPLEMENT 2/$738,710 TOTAL IS SALES TAX OWED: ❑YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY ❑ PURCHASING: PLEASE CHARGE To:306-4400-165-595-30-411 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED TROJECT MANAGER k; i WI/DIVISION MANAGER 1 DEPUTY DIRECTOR y' ►/DIRECTOR t'1, d• 'it ❑ RISK MANAGEMENT (IF APPLICABLE) f /LAW DEPT Itu 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: a/1i/15 DATE REC'D: Q'1°I Ins ❑ ATTACH: SIGNATURE AUTHORITY,INSURANCE CERTIFICATE,LICENSES,EXHIBITS I IAL/DATE SIGNED XLAW DEPT SIGNATORY 1 R DIRECTOR) L` of ��� � ���� �'ill yjrc 3/ CITY CLERK ' p ASSIGNED AG# /, AG# �lante VSIGNEp COPY RETURNED DATE SENT: • O't is 3cKETURN ONE ORIGINAL COMMENTS: EXECUTE" 2 "ORIGINALS e / 4-- C . A " ' ► '4 : ' • • (r /1'64i 11,71.,.% c' P Q n..j , t C�a K-i � L a �� Sac Z�i.. I[ a+° . Al I. ��- 4n r--k D � ) 11/9 fi`' � 1 SUPPLEMENT NO. 2 CITY OF FEDERAL WAY LOCAL AGENCY STANDARD CONSULTANT AGREEMENT FOR PACIFIC HIGHWAY SOUTH HOV LANES PHASE V (S 340TH STREET TO S 359TH STREET) DESIGN SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, PS ("Consultant") effective the 17th day of July 2013, identified as Agreement No. 13-148 as supplemented by Supplement No. 1 on December 4, 2014. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 2". The changes to the Agreement are described as follows: Section II, Scope of Services, shall be amended to include those additional services more particularly described in Exhibit A-1 attached hereto and incorporated by this reference ("Additional Services"). II Section V, Payment, the maximum amount payable under this Supplement No. 2 inclusive of all fees and other costs is Two Hundred Nineteen Thousand Nine Hundred Sixty-Nine and 44/100 Dollars ($219,969.44) for a total amount payable to the Consultant pursuant to the Agreement, Supplement No. 1 and this Supplement No. 2, inclusive of all fees and other cost to be an amount not to exceed Two Million Three Hundred Eighty-Six Thousand Three Hundred Forty-One and 71/100 Dollars ($2,386,341.71). The attached Exhibit E-1, which describes the payment for work to be performed under this Supplement No. 2, is hereby made a part of this Supplemental Agreement. Signed this day of , 2015 KPG, PS. CITY AgiOF EDERAL WAY By: By: W Nelson, Davis .im F-`rell Its: Principal Its: Mayor 753 9th Avenue n 33325 8th Ave S Seattle, WA 98109 Federal Way, WA 98003 (206) 286-1640 (253) 835-2401 APPR VE' AS T• FORM: /fir co/ Amy Jo Pearsall, City Attorney K:\STREETS\PROJECTS\SR99 Phase V\Design\Consultant Agreement\Supplements\Supplement No.2\13-148 Ph V Supplement No 2-21015-Postlegalreview.docx EXHIBIT A-1 City of Federal Way Pacific Highway South HOV Lanes Phase V S 340th Street to S 359th Street Scope of Work KPG October 27, 2014 (For Lakehaven Utility District via Interlocal Agency Agreement) Work to be completed under this amendment involves development and evaluation of options (supplemental survey, design, preparation and review of plans, specifications, engineer's estimate, and bid documents, and preparation of easement legal descriptions and exhibit(s) for the Pacific Highway South (PHS) HOV Lanes Phase V— S 340m Street to S 359th Street project. Plans will be prepared in accordance with Lakehaven Utility District ("Lakehaven") design standards as summarized and itemized in the Lakehaven's plan review checklist. Contemplated improvements under this scope, subject to review by the City and Lakehaven, include the following: Water a. Remove and dispose approximately 2,700 Linear Feet (LF) of 8-inch Asbestos Cement(AC) main, and replacement with 8-inch Ductile Iron (DI) main (STA 26+60 to 52+50 east side PHS). Relocation will be in accordance with the criteria outlined below in paragraph "n," at a minimum. Consultant will evaluate with Lakehaven the feasibility of not installing a water main on the east side of PHS from S 351st Street to S 352nd Street including fire flow requirements for affected properties. b. Install approximately 630-LF of 8-inch DI water main along the east side of PHS from the existing terminus near S 356th Street extending south to S 359th Street (STA 17+65 to 23+95). The extension will be in accordance with the criteria outlined below in paragraph "n," at a minimum. c. Remove existing pressure reducing valve(PRV)vault on the east side of PHS near S 352nd Street and install new PRV on the west side of PHS. The new PRV will utilize an existing 8-inch DI crossing of PHS and approximately 400-LF of new 8- inch DI along the west side of PHS between S 351st Street and an existing cased crossing of PHS to the south (STA 38+00 to 42+00). PRV location on the west side and decommissioning and removal sequence of the existing PRV will be determined through collaboration between the Consultant and Lakehaven. Consultant will provide easement legal description and exhibit if necessary to support the selected PRV location. d. Potential 130-LF extension north from existing cased undercrossing at 35200 PHS to the planned S 352nd Street intersection with lateral to the east for future extension in S 352nd Street. e. Potential removal and disposal of approximately 100-LF of 10-inch AC in steel casing at S 344th Street, and replacement with 12-inch DI, and potentially including replacement of 14-inchxl0-inch tee and 10-inch gate valve with a 14-inchxl2-inch tee and/or 12-inch gate valves on each side of undercrossing. f. Install two (2) 16-inch and one (1) 8-inch gate valve at the new tee on the west side of PHS at S 351st Street. g. Install a new 12-inch DI crossing of PHS north of S 348th Street at a location determined by the District. The Consultant will prepare plans and specifications for a cased undercrossing if determined necessary by the City and/or Lakehaven. Depending on the location and geometric constraints, design may provide for replacement of existing 14 x 8 tee on the west side of PHS with a 14 x 12 cross, the addition of a 14-inch gate valve, and 12-inch gate valves at the connections to the existing water mains on each side of PHS. h. Relocation of fire hydrants in an estimated 25 locations affected by construction of the roadway improvements (new fire hydrant assemblies, exclusive of hydrants which are to be reused), and additional fire hydrants along the project corridor as determined by Lakehaven in consultation with South King Fire and Rescue(SKFR). At a minimum, relocations of the fire hydrants need to be reviewed and potentially revised to meet clearance, access, and SKFR requirements. i. Relocation and/or modification of water service connections and meters in an estimated 35 locations affected by construction of the roadway improvements within the project limits. j. Plans will also provide provisions for removal of 4-inch and 6-inch lateral stubs and replacement with 8-inch lateral stubs to reconnect laterals affected by water main replacement. k. Identification of water valve adjustments to finished grade throughout the project limits. I. Adjustment, relocation, extension, and/or replacement of water mains and valves as confirmed necessary in conjunction with replacement and/or relocation of the mains identified above, or to accommodate roadway and drainage system improvements. Standard minimum cover depth may be revised to four (4) feet to better accommodate laterals and other utility improvements with additional cover or casing as determined by the City and/or Lakehaven at intersections. m. Provisions for temporary water service in project specifications. n. The location of new or replacement water mains will consider, at a minimum,the AC water main locations and utility separations achieved with the City's Phase 1 PHS HOV Lanes project immediately to the north of the current project, the location of existing and the use of DI pipe for the current project, standard valve dimensions, requirements for maintaining and reconnecting existing services, Lakehaven's ability to accommodate requests for new or modified service connections relative to the City's pavement repair/mitigation requirements, Lakehaven's utility separation standards, the preference for maintaining a straight alignment between valves, and the ability to accommodate minor vertical and horizontal deflections. Consultant is advised that the City and Lakehaven may consider mitigating conditions for separations less than published minimum standards. Relocations, if determined necessary due to unavoidable obstructions or constraints, or inability to accommodate a non-standard separation, should be based on the following potential considerations and options, in order of preference: Main is accessible without disrupting roadway pavement. ii. Place under sidewalk, with back of sidewalk location preferred. iii. Use vertical or horizontal deflections to limit relocation requirements. Maximum main depth (cover)of five (5)-feet, except at discrete locations on a case-by-case basis. iv. Six (6) feet from curb face. v. Avoidance of wall foundations or influence zones. vi. Avoidance of wall undercrossings or tiebacks/goeogrid reinforcement zone. vii. Alignment adjustments between valves will be avoided, and limited to the extent practical. Restrained joints will be used in lieu of thrust blocks or restraints for time savings and reduction of impacts from or to proximate utilities. viii. The Consultant will provide a preliminary alignment plan for relocated sections of main for review, comment, and approval by Lakehaven Utility District. The approved alignment plan will be used as the basis for final facility design. o. The Consultant shall identify the location for removal and disposal of existing abandoned water main within the right of way corridor. Locations will be based solely on as-built information provided by Lakehaven. No field verification is anticipated. Anticipated removals occur at the following locations: i. Approximately 3,320-LF of out-of-service 6-inch steel water main between S 348th Street and the north project limits as well as the east-west crossing of PHS at S 348th Street (Ref CRD W1579, 1578, 0302, and 1610). ii. Approximately 100-LF of 4 to 6-inch AC at lateral connections, exclusive of removal of fire hydrant assemblies and laterals associated with relocated fire hydrant assemblies. iii. Approximately 300-LF of 4 to 6-inch wood water main south of S 348th Street (Ref CRD 1598). Sewer a. Identification of nature and extent of sewer manhole adjustments to finished grade project limits. j throughout the g P b. Correction of plans as noted above, and to reflect previous review comments. c. No conflict analysis is anticipated for side sewers unless data is provided by Lakehaven. Lacking this data, it is anticipated that side sewer modifications will be made on a case by case basis during construction. Task 17.1 - Project Management Work under this task includes time to execute this amendment, prepare associated invoicing and progress reports, plan and schedule the work, plan for and execute QA/QC, and coordinate with the City and Lakehaven. This task assumes the design phase, including reviews by Lakehaven, will last 10 months. Task 17.2 - Record Research and Preliminary Alignment Plan The Consultant shall review existing utility records and prepare a preliminary alignment scroll plan for review and comment by Lakehaven. The approved alignment will become the basis of design for the final design tasks below. Task 17.3 - Waterline Plan and Profile Sheets The Consultant will prepare up to sixteen (16) water facility plan and profile sheets, consistent with the project limits, to show the relocations, installations and adjustments required. Plan and profile sheets will conform to the plan preparation requirements set forth in Lakehaven's Plan Review Checklist. Plans scale and match lines will conform to the City's plan sheets. The plan view will include existing base mapping, existing utilities, proposed curb and gutter and proposed drainage facilities, and other available utility information, including locations of luminaires, landscaping and irrigation improvements, retaining walls with associated foundation/structural earth reinforcement. In addition, horizontal alignment information, existing and relocated hydrant and valve locations and types, locations of existing and relocated service connections including water meters and fire service lines, and all demolition and abandonment callouts will be shown on the plan sheets. Minimum clearance requirements will be called out at critical locations adjacent other utilities, including storm drainage facilities. The full-sized scale shall be 1"=20'. The profile view will be at 1"=20' horizontal scale and 1"=5' vertical scale. Each sheet will show the existing and proposed ground and pipe elevation (top or bottom of pipe for water main, and invert elevations for sanitary sewer) information for the existing and proposed water mains at critical locations, specifically at utility crossings, including storm drainage facilities and existing sanitary sewer mains. Minimum clearances will be identified with callouts at utility crossings, or in a separate crossing table. Existing waterline information will be based on pothole and measure down data determined in Task 17.5. Existing and proposed utility crossings will be shown as ellipses in the profiles. Temporary water service plan and criteria to minimize shutdowns will be prepared in collaboration with Lakehaven. Plans will include a sequencing plan and/or narrative for water main construction, including PRV valve decommissioning, removal, installation, and commissioning, and temporary water mains and service connections consistent with the proposed sequence plan and narrative. A table of service connections will be provided on the plan sheets. Service and meter sizes will be provided by Lakehaven. All work associated with the water system facilities will be shown on these "stand-alone" plans and profile sheets. Any references to the water system facilities on the City's roadway plans will be edited to reference these documents. Task 17.4 - Water Line Detail Sheets The Consultant will prepare one detail sheet for details not covered in WSDOT's Standard Plans or in Lakehaven's Water System and Sewer System Standards. Pertinent details from these "Standard Plans" sources will be included as an appendix in the contract specifications. Task 17.5 -Field Investigation and Legal Descriptions The finished grade elevations of the sewer manholes within the project limits will be adjusted. The Consultant shall perform a survey to determine the manhole as- constructed information, including manhole interior diameter, cone section (base diameter, height), cone orientation, ladders, and number and sizes of adjustment rings. Invert elevation at center of structure and the size and orientation of connecting pipes will be surveyed. Manhole information will be collected based on surface observation without entry into the structures. Surface elevation of water valves will be surveyed and measure downs performed from the surface to the top of valve operating nut will be surveyed by the Consultant to assist with determining existing depth. Dimensions from top of operating nut to invert of existing pipe will be based on a standard manufacturer valve table unless other information is provided by Lakehaven. Potholing, if required, will be performed by Lakehaven with locations surveyed by the Consultant and incorporated into the project base map information. The Consultant shall prepare a legal description and exhibit for Lakehaven's use in securing an easement for the selected PRV location if necessary. Task 17.6 - Sewer Manhole Adjustments Based on the information collected in Task 16.4, the Consultant will describe the work included to bring each sewer manhole to grade (which may include removal and/or replacement of cone sections, extensions, and/or risers. This information will be shown on the roadway plans and quantified in the appropriate bid schedule. Task 17.7 - Specifications The Consultant will prepare special provisions for construction of the water system facilities and sewer manhole adjustments per Lakehaven Standards and as required to meet federal funding requirements. Special provisions shall supplement WSDOT's 2014 Standard Specifications. The water system facilities and sewer manhole adjustment bid items will be included as a separate bid schedule. Task 17.8 - Opinion of Cost The Consultant will prepare a 85%, 100% and final opinion of cost for the work described. The breakdown of items shown in the opinion of cost shall be of sufficient detail for inclusion in the project bid documents. Adjustment of Lakehaven facilities located within easements converted to City Right of Way will be itemized on Schedule A and associated costs will be the City's responsibility. Management Reserve Lakehaven may require additional services of the Consultant in order to advance the project through bid document preparation and construction. The scope of these services will be determined based on the unanticipated project needs or other considerations at the sole discretion of Lakehaven. This work may include additional design, right of way, construction services, as well other items which were not anticipated with the development of this scope of work. These services will be authorized by Lakehaven under management reserve. At the time these services are required, the Consultant shall provide a detailed scope of work and an estimate of costs. The Consultant shall not proceed with the work until the City has authorized the work and issued a Notice to Proceed. SCHEDULE: 1. The City's roadway design is approaching the 85%design level. The Consultant will commence work on the water line design immediately upon receipt of a notice to proceed from the City of Federal Way(note that this requires that Lakehaven Utility District provide a notice to proceed to the City through the Interlocal Agency Agreement). The 85% PS&E will be delivered to the City and Lakehaven 12 weeks after the Consultant receives this notice to proceed. 2. The City and Lakehaven will review the 85% PS&E and return comments back to the Consultant no more than three (3) weeks after submittal. 3. The Consultant will incorporate comments and prepare 100% Plans concurrent with the 100% Roadway Project submittal. 4. The City and Lakehaven will review the 100% PS&E and return comments back to the CONSULTANT no more than three (3) weeks after submittal. Comments received after this date may not be incorporated into the Final Contract Documents without a contract modification. 5. Final PS&E submittal will be prepared approximately three (3) weeks after comments are received from the City and the District. DELIVERABLES: The Consultant will assemble and provide the following items to the City: 1. The Consultant shall prepare a preliminary alignment scroll plan and meet with the District to confirm the scope for final design. Modifications noted by the District will be addressed in the 85% submittal. 2. The Consultant will submit at 85% and 100% stage of completion, two copies each of the half-sized plans, full-sized plan sheets, and special provisions for review and comment. 3. Two (2) sets of full-sized bond prints of"Final" water and sewer plans (Lakehaven schedule only). 4. Two (2) sets of half-sized bond prints of"Final"Water and Sewer Plans(Lakehaven schedule only). 5. Two (2) sets of camera-ready hard copy special provisions which cover the water- related elements of the project only. 6. One (1) computer disk for the plans of the water line elements of the project in A o CAD format. ut 7. One(1)computer disk for the water line special provisions in Microsoft Word format. ASSUMPTIONS: 1. Utility record drawings are not included in this scope and fee because construction services are not included in this contract. 2. Existing asbestos-cement (AC) water main to be removed shall be included as a separate bid item and appropriate hazardous waste specifications will apply. 3. Lakehaven shall provide the Consultant, in a timely manner, Lakehaven's standard documents for public works contracts, including standard plans. Unless otherwise specified, these standard documents shall be suitable for inserting into the bid documents without revision. 4. Lakehaven shall obtain all necessary approvals and/or new/revised utility service, and pay all fees connected therewith. 5. Lakehaven's representative with respect to services to be rendered under the Agreement shall be as designated by Lakehaven's Engineering Manager. 6. Lakehaven shall coordinate with the City of Federal Way to receive the required number of sets of final Contract Documents. 7. Lakehaven shall pay all permit fees necessary to complete the work described in this scope of work. 8. No conflict analysis has been completed or is anticipated for side sewers unless data is provided by Lakehaven. Lacking this data, it is anticipated that side sewer modifications will be made on a case by case basis during construction. 9. In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the project, the Consultant has no control over cost or price of labor and materials, unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs, competitive bidding procedures and market conditions, time or quality performance by operating personnel or third parties, and other economic and operational factors that may materially affect the ultimate project cost or schedule; therefore the Consultant makes no warranty that Lakehaven's actual project costs, financial aspects, economic feasibility, or schedules will not vary from the Consultant's opinions, analyses, projects, or estimates. 0•;• O):O N CO CO 0) 0.0 V' 0 et y CO N CO 01 LO O LO 0 O O et 0 acr O).ad N N V 4 Cn O O 0) O) O °f N 0 Q N. 0 M co N- O O Lo O go 0 0o C l0 .3 co CO O co I4 co Cc) O) N N CO 0 0) 0 0) a�' E ti O N W A- N O O f� 0) 01 O O) •- .yCy 00 0 M O M G . > N '',. r r N Y a . d00 N C W W to totototo tet» toto to o 1-..CO LO W I- V CO O) M G) N- COO N- V O co N M al V �O o M CA - CN In .°+ y Il d M 1 0 • G) 0 ♦3♦ 3 re N U2 a+ V V N. 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J C�6 O Ca ) co L C N J W ca O 3 n ca 0 0- O .� c 00702 ca a = a LL Oayy a) a) a) o ��° 0 ILO p S 5 ' .2 c = , I 4- 2 c 3 L c Q d o m@ -0 3 .L .0 E E Q _ IX U W aCt55iicnwOW (1 0 U � H � Y .- N M V CO r co O 0 Y L N ° . r N.: .^- .^- . .�- = a I RETURN TO: Je3!!j CO3 EXT: ,P J O j CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / STREETS 2. ORIGINATING STAFF PERSON: JOHN MULKEY EXT: 2722 3. DATE REQ. BY:ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT (AG#): 13-148 Cl INTERLOCAL • OTHER SUPPLEMENT NO. 1 5. PROJECT NAME: SR 99 PHASE V HOV LANES (S 340TH ST TO S 359TH ST) 6. NAME OF CONTRACTOR: KPG PS ADDRESS: 753 9TH AVENUE N SEATTLE, WA 98109 TELEPHONE:206- 286 -1640 E -MAIL: FAX: SIGNATURE NAME: NELSON DAVIS TITLE: PRINCIPAL 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE #101042 6L, ExP. 12/31/2014 UBI # 601248468 , Exp. 5/31/2015 8. TERM: COMMENCEMENT DATE: JULY 17, 2013 COMPLETION DATE: 12/31/2015 9. TOTAL COMPENSATION: $2,166,372.27 (UNCHANGED) (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $737,860 (UNCHANGED) IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE To: 306 - 4400 - 165 - 595 -30 -411 10. DOCUMENT/ CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL/ DATE APPROVED 6 PROJECT MANAGER % DIVISION MANAGER DEPUTY DIRECTOR / DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE LAW DEPT 11. * �il.� PPROVAL (IF APPr rraR► FL COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING {{ ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 11 j1' %A DATE REC'D: 2- 1h1 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS 44 LAW DEPT -Ifnilig-sm 1 p GNATORY (CM OR DIRECTOR)P N CITY CLERK ASSIGNED AG # AG# SIGNED COPY RETURNED DATE SENT: 20 ETURN ONE ORIGINAL COMMENTS: EXECUTE" 2 " ORIGINALS 11/9 SUPPLEMENT NO. 1 CITY OF FEDERAL WAY LOCAL AGENCY STANDARD CONSULTANT AGREEMENT FOR PACIFIC HIGHWAY SOUTH HOV LANES PAHSE V (S 340TH STREET TO S 359TH STREET) DESIGN SERVICES The local agency of the City of Federal Way desires to supplement the agreement entered into with KPG, PS effective the 17th day of July 2013, identified as Agreement No. 13 -148. All provisions in the Agreement remain in effect except as expressly modified by this supplement, "Supplement No. 1 ". The changes to the Agreement are described as follows: Section IV, Time for Beginning and Completion, shall be amended to extend the completion date to December 31, 2015. Signed this � , day of 2014. KPG, PS. By: c Nelson, Davis Its: Principal 753 9th Avenue n Seattle, WA 98109 (206) 286 -1640 CITY OF FEDERAL WAY By: im Ferrell Its: Mayor 333258 th Ave S Federal Way, WA 98003 (253) 835 -2401 APPROVED AS TO FORM: �Vve Amy Jo Pearsall, City Attorney K: \STREETS \PROJECTS \SR99 Phase V\Design \Consultant Agreement \Supplements \Supplement No. 1 \13 -148 Ph V Supplement No 1.docx RETURN TO: EXT: CITY O� FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINC DEPT/D[V: PUBLIC WORKS / S fir��'-> 2. ORIGINATING STAFF PERSON: ���� � ��-� ���' �,% EXT: 2--7 Z� 3. DATE REQ. BY: �� 4. TYPE OF DOCUMENT (CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ� � PUBLIC WORKS CONTRACT ❑ ❑ PROFESSIONAL SERVICE AGREEMENT ❑ ❑ GOODS AND SERVICEAGREEMENT ❑ ❑ REALESTATEDOCUMENT ❑ ❑ ORDINANCE ❑ ❑ CONTRACT AMENDMENT AG#): /� � ❑ ❑ OTHER L..� Gc-� G4 S f�,� e� �� n-s SMALL OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT HUMAN SERVICES / CDBG SECURTI'Y DOCUMENT �E.G. BOND RELATED DOCUMENTS� RESOLUTION 5. PROJECI' NAME:�,,,�L`� b� ��'t�(n wawy Sv �� I�-0 V �,�, b,�,5 I�weL V Ci 3Y�t`�t �i S3S 9 rSJ� I�1 �ik ��v�`c� 6. NAME OF C ADDRESS: E-MAIL: SIGNATURE c1.� �� �S 0 TELEPHONE: 'Z f?6 ZB �-/6�/� Fntc: TITLE: /'i vtc +��,I � 7. EXHIBITS AND ATTACHMENTS: [�SCOPE, WORK OR SERVICES � COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE �' ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE #� � l ��'� Z BL, EXP. 12/31/ � 3 UBI #,�i Cl � ZY ��'��j g , EXP. S/3/ //�/ 8. TERM: COMMENCEMENTDATE: U�er�. �X2���c�rn COMPLETIONDATE: L��������� 9. TOTAL COMPENSATION: $ �, � 6 6, 3 z z' Z 7 �INCLUDE EXPENSES AND SALES TAX, IF ANY� �IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TTTLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: 9 YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $? 3�/ � G O IS SALES TAX OWED: ❑ YES 13 NO [F YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 3dG�" L��O� "' j��'-,5��/ �-�D'' 7�� 10. DOCUMENT / CONTRACT REVIEW e' PROJECT MANAGER ❑ DNISION MANAGER � DEPUTY D[RECTOR �'DIRECTOR 1�,� ���.+ ❑ RISK MANAGEMENT ([F APPLICABLE� � LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE� IN[TIAL / DATE REVIEWED 2 wi � 3 I 3 � ♦ COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING / ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: �[ � i"Z ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, L[CENSES, EXH[BITS I TIAL / DATE S[GNED ❑ Lnw DEpr � � ❑ SIGNATORY (MAYOR OR D[RECTOR� '� CITY CLERK�— % • • I '�j ASSIGNEDAG# AG# ❑ SIGNED COPY RETURNED DATE SENT: �I • I �RETURN ONE ORIGINAL COMMENTS: .� i+-�^_ ' "�' ' /� EXECUTE `� � ° ORIGINALS - - - - r INIT[AL / DATE APPROVED COUNC[L APPROVAL DATE: DATE REC'D: �<LJ � I � 1/9 Local Agency ConsultanUAddress/Telephone KPG PS Standard Consultant 753 9th Avenue N Agreement Seattle, WA98109 � Architectural/Engineering Agreement 206-286-1640 ❑ Personal Services Agreement A reement Number Project Title And W ork Description Federal Aid Number Pacific Highway South HOV Lanes Phase V South 340th Street to South 359th Street Agreement Type (Choose one) Provide Consultant services for the Design and ❑ Lump Sum ROW for Pacific Highway South between South Lump Sum Amount $ 340th Street and South 359th Street � Cost Plus Fixed Fee Overhead Progress Payment Rate % Overhead Cost Method DBE Participation ❑ Yes � No % ❑ Actual Cost Federal ID Number or Social Security Number ❑ Actual Cost Not To Exceed % � Fixed Overhead Rate 145.78 % Do you require a 1099 for IRS? Completion Date Fixed Fee $ 155,396.94 ❑ Yes � No December 31, 2014 ❑ Specific Rates Of Pay Total Amount Authorized $ 2,166,372.27 ❑ Negotiated Hourly Rate Management Reserve Fund $ ❑ Provisional Hourly Rate ❑ Cost Per Unit of Work Maximum Amount Payable $ 2,166,372.27 Index of Exhibits (Check all that apply): � Exhibit A-1 Scope of Work ❑ Exhibit A-2 Task Order Agreement ❑ Exhibit B-1 DBE Utilization Certification � Exhibit C Electronic Exchange of Data ❑ Exhibit D-1 Payment - Luxnp Sum � EJChibit D-2 Payrnent - Cost Plus ❑ E�chibit D-3 Payrnent - Hourly Rate ❑ Exhibit D-4 Payment - Provisional � Exhibit E-1 Fee - Lump/Fixed/Unit ❑ Exhibit E-2 Fee - Specific Rates � Exhibit F Overhead Cost � Exhibit G Subcontracted Work � Exhibit G-1 Subconsultant Fee � Exhibit G-2 Fee-Sub Specific Rates � Exhibit G-3 Sub Overhead Cost � Exhibit H Title VI Assurances � Eachibit I Payment Upon Termination of Agreement � Exhibit J Alleged Consultant Design Error Procedures � Exhibit K Consultant Claim Procedures ❑ Exhibit L Liability Insurance Increase � Exhibit M-la Consultant Certification � Exhibit M-lb Agency Official Certification � Exhibit M-2 Certification - Primary � Exhibit M-3 Lobbying Certification (;�, Exhibit M-4 Pricing Data Certification ❑ App. 31.910 Supplemental Signature Page THIS AGREEMENT, made and entered into this �'��'� day of ��1 _� ,�13 , between the Local Agency of City of Federal Way __, Washington, hereinafter called the "AGENCY" and the above organization hereinafter called the "CONSULTANT". DOT Form 1a0-os9 eF Page 1 of 8 Revised 3/2008 WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitrnent and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to fumish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall fiunish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participarion. The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT-assisted contracts. Failure by the CONSULTANT to catry out these requirements is a material breach of this AGREEMENT that may result in the ternunation of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSLTLTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regularion outlined in the AGENCY' S"DBE Program Participation Plan". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports, PS&E materials, and other data fumished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in E�ibit "C." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or ternunation of this AGREEMENT are instruments of service for this PROJECT, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion tixne shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub-Contracting The AGENCY permits sub-contracts for those items of work as shown in Exhibit "G" attached hereto and by this re£erence made part of this AGREEMENT. Compensation for this sub-consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub-consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non-salary costs and fixed fee costs for the sub-consultant shall be substantiated in the same manner as outlined in Section V. All sub-contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub-consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub-contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub-contracting shall create, between the AGENCY and sub- contractor, any contract or any other relationship. A DBE certified sub-consultant is required to perform a minimum amount of their sub-contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annut this AGREEMENT without liability or, in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3 of 8 third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part-time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. VIII Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d-4a) Federal-aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100-259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMEN'I', and shall include the attached Exhibit "H" in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written norice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payrnent shall be made to the CONSULTANT as shown in Eachibit "I" for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payment shall be due and the CONSULTAN'T shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSiJLTANT, the above formula for payment shall not apply. Page 4 of 8 In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of ternunation. Under no circuxnstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence, the terminarion shall be deemed to be a ternunation for the convenience of the AGENCY. In such an event, the CONSLJLTANT would be reimbursed for actual costs in accordance with the temunation for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolurion of the partnership, termination of the corporation, or disaffiliarion of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsecrion shall not be a bar to renegotiarion of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. • In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSiJLTANT, with the AGENCY'S concurrence, desire to terminate this AGREEMENT, payrnent shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSiJLTANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY fmd it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for deternunation to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided, however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning allegec� design errors will be conducted under the procedures found in Exhibit "J", and disputes concerning claims will be conducted under the procedures found in Exhibit "K". XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated in the county in which the AGENCY is located. Page 5 of 8 XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees hannless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSiILTANT'S negligence or breach of any of its obligarions under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT' S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT' S own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any irnmunity under the state industrial insurance law, Title 51 RCW. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the PROJECT. Subject to the processing of a new sole source, or an acceptable supplemental agreement, the CONSULTANT shall provide On-Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Eachibit "L". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6 of 8 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMENT in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment", hereafter referred to as "CLAIM", under this clause within thirty (30) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable, the CONSiJLTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency . Attached hereto as Elchibit "M-1(a and b)" are the Certificarions of the CONSULTANT and the AGENCY, Exhibit "M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M-3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Eachibit "M-4" Certificate of Current Cost or Pricing Data. Exhibit "M-3" is required only in AGREEMENTS over $100,000 and Exhibit "M-4" is required only in AGREEMENTS over $500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein: No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. CONSULTANT: KPG, PS By Nelson Davis Princi�al 753 9t Avenue North Seattle, WA 98109 AGENCY: CITY OF FEDERAL WAY By Skip Priest Mayor 33325 8`� Avenue S Federal Way, WA 98003-6325 APPROVED AS TO FORM: �� �Patricia A. Richardson, City Attorney DOT Form � a0-089 EF Pa e 8 of 8 Revised 3/2008 9 EXHIBIT A-1 City of Federal Way Pacific Highway South HOV Lanes Phase V S 340th Street to S 359th Street KPG Scope of Work June 18, 2013 Purpose The purpose of Pacific Highway South HOV Lanes Phase V improvements is to improve corridor operations through the installation of HOV lanes in both directions and providing access management solutions to existing business along the corridor. New sidewalks, roadway illumination, center medians, landscaping, and utility undergrounding will also serve to improve the safety and aesthetic character along Pacific Highway South. Proposed Improvements Proposed Improvements for Pacific Highway South include: • Roadway widening as required to provide HOV lanes in both directions. • Installation of curb, gutter and sidewalk along both sides of the roadway. • Installation of raised center median with tum pockets at intersections. • Upgraded stormwater collection, treatment, and detention facilities. • Access control through driveway consolidation as appropriate. • Undergrounding of aerial power, phone, and cable distribution lines. • Relocation of high voltage electrical transmission lines. • Installation of a new roadway illumination system. • Installation of new traffic signal at S 344�' Street. • Modifications to existing traffic signals at 16�' Avenue S, S 356"' Street and S 348th Street. • Installation of infrastructure for future signal at S 352"d Street. Project Limits Pacific Highway South HOV Lanes Phase V extends improvements from the Phase II project near S 340th Street southerly through the S 356�h Street intersection. Improvements will transition to match the existing roadway section in the vicinity of S 359�' Street. The . side streets will be improved to the minimum extent necessary to provide a smooth transition into Pacific Highway South. City of Federa/ Way Page 1 of 29 KPG Pacific Highway South HOYLanes Phase V 6/18/2013 Work Element 1 Project Management. The estimated project duration is 26 months. No design work will proceed after completion of the Design Report without written authorization from the City. No design work will proceed after the submittal of the 85% plans, specifications and estimate without written authorization from the City. 1.1 Provide project management administrative services including: • Project set-up and execute agreement • Execution of subcontractor agreements • Preparation of monthly progress reports and invoices • Record keeping and project closeout 1.2 Provide overall project management including: • Project staff management and coordination • Subcontractor management and coordination • Prepare and update project schedule • Schedule and budget monitoring 1.3 Coordinate with City staff, including preparation and attendance of up to 26 monthly coordination meetings throughout the duration of the project. Level of effort for this task is based on an average of 2 Consultant staff at each of the following meetings: • One formal kickoff meeting at project start • One formal kickoff meeting upon re-authorization to proceed following 30% and 85% approval. • Monthly meetings at the City throughout the project duration (estimate 23). Work Element 2 Quality Control/Quality Assurance The Consultant shall provide internal QA/QC reviews of the following major work elements prior to submittal to the City. 2.1 Field review completed base maps for completeness and accuracy and incorporate findings. 2.2 . Traffic analysis review: Senior review of technical analysis and report. 2.3 Provide senior review of geotechnical investigation plan and report. 2.4 Provide senior review of design report. 2.5 Provide senior review of 85% Plans, specifications and estimates. 2.6 Provide senior review of 100% Plans, specifications and estimates. City of Federa/ Way Page 2 of 29 KPG Pacifzc Highway South HOV Lanes Phase V 6/18/2013 Work Element 3 Mapping.- Limits of survey shall be as follows: • Approximately 7,000 linear feet along Pacific Highway South from the south curb of the Christian Faith Center Driveway to 100' south of South 359th Street; 200 feet wide, 100 feet each side of the Pacific Highway South centerline; • 300 feet in each direction along South 344th Street, 100 feet wide, 50 feet each side of center line; • 300 feet in each direction along South 348th Street, 150 feet wide, 75 feet each side of center line; • 300 feet west of Pacific Highway South on S 356th Street, 150 feet wide, 75 feet each side of centerline; • 200 feet east of Pacific Highway South on S 340th Street, 100 feet wide, 50 feet each side of centerline; • 700 feet east of Pacific Highway South on 16th Avenue S, 100 feet wide, 50 feet each side of centerline, including 150 feet east of 16th Avenue S on S 341 st Place, 100 feet wide, 50 feet each side of centerline. Pick up building corners that lie within the limits described above. 3.1 Establish horizontal and vertical control points along the corridor and within the project limits described above. Basis of control will be City of Federal Way Datum as used on the previous South 352"d Street Extension Project. Approximately 12 control points will be established and will be made available for the construction Consultant's use during construction. The Consultant will locate, field survey, and calculate positions for all monuments and control points throughout the project limits, using the Washington State plane coordinate system. Conventional or GPS surveying methods will be used on this project. Monuments or corners to be located and field surveyed include the following: • Section Comers • Side street monuments • Monuments on Pacific Highway South, centerline, construction and any monument shown or found as indicated on survey records. 3.2 Field Survey and Note Reduction. PerForm note reduction of the field survey data. 3.3 Mapping work to prepare 1"=20' topographic base map and digital terrain model (DTM) in AutoCAD format of the project within the limits described above. The base map will include building faces, building corners, building awnings, signs, trees, curbs, sidewalks, utility poles, signal poles and other surface features with in the mapping area as describe above. One-foot contours will be generated from the DTM. Field survey to establish existing pavement surface elevation on Pacific Highway South and all side streets within the limits of the project described above. City of Federal Way Page 3 of 29 KPG Pacific Highway South HOYLanes Phase V 6/18/2013 Profiles of the existing roadway surface will be surveyed along the edge lines and along two-way left-turn lane lines and at the roadway crown line. Points will be surveyed at approximately 50-ft intervals on Pacific Highway South and all side streets with in the project limits. 3.4 Field survey work to perform cross-sections at critical areas along Pacific Highway South. Cross-sections of the existing ground will be taken at 25-ft intervals along the roadway edge and where necessary up to the face of existing buildings. 3.5 Field survey to locate paint marks in work element 4.1 at 50-ft intervals and surface feature (valves, manholes, catch basins, junction boxes, vaults). Irrigation systems will not be included. The Consultant will prepare a utility base map from this information. 3.6 Perform observation and measure-downs of existing storm drain catch basins and manholes. The approximate size, type (brick, concrete), and general condition of the structures to confirm suitability for continued use, and approximate size and location of storm drainage pipes will be documented. These observations will be made from the surface. 3.7 After a design alternative is selected, supplemental field surveying, update basemap and digital terrain model (DTM). Creation of digital terrain.model (DTM) from data supplied in 3.3. 3.8 Obtain a mounted 1"=100' aerial photograph of the project area. 3.9 Supplemental surveying for stormwater treatment, detention facilities and storm drainage connections. 3.10 Survey utility potholes. 3.11 Survey existing ground profile at retaining wall footings. Work Element 4 Utility Mapping 4.1 Consultant shall subcontract with a locate company to paint all utility locations within the project corridor so that they can be surveyed in work element 3.5. Service line locations and gravity storm and sewer will not be field located or mapped. 4.2 Request utility companies record drawings and update utility mapping prepared in 3.5. Utility as-builts will be used to verify the location and type of utilities within the limits of this project (i.e. adding the type of water main, and type, location and symbol of water valves). Utility depths will not be shown with the exception of those described in work element 3.10. 4.3 Coordinate with the utility companies and identify locations for potholing based on the preferred design alternative. Contractor will prepare a potholing plan for review City of Federa/ Way Page 4 of 29 KPG Pacifzc Highway South HOV Lanes Phase V 6/18/2013 and approval by the City. All potholing will be perFormed under the direction of the utility owners and is not included in this scope of work. Pothole locations will be marked with pins to identify depth from existing grade to top of their facilities. This information will be incorporated into the mapping accordingly. Depths of utility lines located by potholing will be designated by a symbol in the plans and provided to the construction consultant. Survey of potholing information will be included in work element 3.10. Work El�ment 5 Traffic Analysis Report.- 5.1 The Consultant shall develop up to 4 alternative geometric layouts for Pacific Highway South and 16th Avenue S/S 340th Street intersection. The layouts shall include ROW information, horizontal alignments, curbs, sidewalks, channelization and signal equipment, including phasing. The layouts shall be supported by the traffic analysis using Synchro modeling program and the Consultant shall prepare a technical memorandum to document the traffic analysis and its results. The analysis shall assess vehicular, pedestrian, bicycle, transit and freight transportation modes. The Consultant shall use a layered nefinrork approach to integrate these modes into a comprehensive multimodal transportation system. The Synchro analysis shall incEude PM peak analysis for current and future volumes to accommodate for a range or pace of anticipated growth. A relative cost estimate for each of the alternatives will be provided. The Consultant shall coordinate the results, layouts, and recommendations in collaboration with the City. The preferred alternative as selected by the City will be incorporated into the traffic analysis included in Work Element 5.2. 5.2 Prepare a traffic analysis for the project and document in a technical memorandum. Evaluate alternatives for safety, sight distance improvement, storage length for traffic queuing and operations impacts at the following intersections: • 16th Avenue South at Pacific Highway South; • South 344th Street at Pacific Highway South; • South 348t" Street at Pacific Highway South; • South 352"d Street at Pacific Highway South; • South 356th Street at Pacific Highway South. The analysis will consider design requirements to meet adopted performance standards and will meet the City's Guideline for the Preparation of Transportation Impact Analysis. Results of this traffic analysis will be incorporated into the channelization design plan for approval by WSDOT and the City. When approved by the City, this memorandum will become the basis for the preliminary roadway design. 5.3 Analysis of existing traffic conditions. Identify the characteristics such as travel speed, street nefinrork by functional classification, intersection traffic control, and non-motorized facilities. PerForm an analysis of collision data over the most current three calendar years. Collision locations shall be submitted by the Consultant in the City of Federal Way Page 5 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 report as documented in the collision data provided by the City. The report shall include existing traffic volumes data for ADT and PM peak hour. Traffic volume data shall include turning movements and calculations for the passenger car equivalents (trucks, buses, pedestrians and bicycles). City will supply a SYNCHRO model containing the existing volumes, geometry and control at each of the five (5) study area intersections. The volumes provided in the SYNCHRO file will be adjusted to match the existing year 2013 conditions as per the 2013 EMME/2 model provided by the City. The Consultant shall prepare AM, PM, and Saturday peak hour level of service calculations for five intersections, Pacific Highway South at 16�' Avenue South, Pacific Highway South at South 344th Street, Pacific Highway South at South 348th Street, Pacific Highway South at South 352"d Street, and Pacific Highway South at South 356t" Street. AM, PM, and Saturday peak hour volumes will be provided except for the Consultant shall collect 4 hour Saturday traffic counts for tF�e intersection of Pacific Highway South at South 344th Street. 5.4 The City will provide the current 2013 EMME/2 traffic model completed for the year 2012 and the Consultant will review and analyze future proposed project year of opening (2018). The City will provide the design horizon year 2035 EMME/2 traffic model and provide analysis for the design horizon year (2035) traffic conditions. The Consultant shall perform analysis. for the preferred roadway configuration for the five signalized intersections withFr� the project boundaries to meet adopted performance standards given at project opening and design horizon traffic volumes. The traffic analysis will consider no-build and build scenarios for each study condition. The Consultant shall provide new signal phase timing and progressions plan for the corridor to back up LOS calculations. The signal plans are required for AM, MD, and PM. It is assumed that traffic volumes will satisfy WSDOT signal warrant requirements for the intersection of SR 99 and S 344th Street. 5.5 Compile, prepare and review the Draft and Final Traffic Analysis Report. Assemble and submit 2 copies (including one unbound original) of the Draft and Final Design Reports to the City. The Final Traffic Analysis Report will also be submitted with the WSDOT Channelization Plans for approval, work element 7.10. Work Element 6 Geotechnical Report 6.1 Geotechnical Exploration Work Plan and Review of Geotechnical Information: The Consultant will review all readily available geotechnical information for the project. Potential data sources include geotechnical information contained in Consultant, City of Federal Way, or WSDOT files; published geologic maps, and soil surveys. The information obtained during the data review will be used to gain a general understandin.g of the project geology and to more efficiently target the field exploration program. The Consultant will prepare a geotechnical exploration plan that identifies the location and type (boring, pavement core, etc.) of investigation to be performed at each exploration location along the project. The exploration plan will include 1"= 40' plan views showing these locations. A written description for the type of analysis to . be performed will be prepared. The Consultant will obtain and review existing City of Federal Way Page 6 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 information, coordinate and plan access and restoration for test holes, and identify features that affect other geotechnical design work elements. No field investigation will proceed until the geotechnical exploration plan has been approved by the City. A supplemental geotechnical exploration work plan will be provided for the infiltration rate field exploration program. 6.2 Initial Field Exploration and Laboratory Testing Program: The field exploration program will consist of borings to characterize soil and groundwater conditions and pavement cores to measure the pavement section. 6.2.1 Borings and Hand Augers Complete a series of 16 borings to depths of between about 22 and 37 feet below ground surFace (BGS) to characterize subsurface soil and groundwater conditions for underground utilities, retaining walls, signal pole foundations, locations suitable for stormwater infiltration, and pavement rehabilitation/reconstruction. A total of six borings will be advanced for signal pole design, finro soil borings will be advanced for the cut wall located between South 341 St Place and South 344th Street, finro borings will be advanced for the cut wall located north of South 352"d Street, and six additional borings will be advanced along the roadway corridor to fill in data gaps. A total drilling footage of 416 feet is assumed for this proposal. The borings will be completed by a reputable drilling contractor under subcontract to the Consultant with a track-mounted drill rig advancing hollow-stem augers. The Consultant will mark the boring locations in the field and arrange for underground utility location ("call before you dig") prior to drilling. For borings on private property, a private utility locator will be retained to mark any conductible utilities. Several 1 to 2 foot deep hand-augers will be advanced at the location of cut walls to identify the soil to be retained. 6.2.2 Pavement Cores Complete a series of 16 pavement cores to measure the existing Pacific Highway South pavement section (asphalt and crushed rock). The pavement cores will be completed with a 4-inch diameter diamond core barrel by a reputable pavement coring contract under subcontract to the Consultant. 6.2.3 Geotechnical Laboratory Testing Complete a geotechnical laboratory testing program consisting of natural moisture content determinations and index tests (either mechanical sieve or Atterberg limit determinations) to aid in classifying site soils and determining pertinent engineering properties of the soil. The Consultant has budgeted for 32 moisture content determinations and 24 index tests. Assumptions • All subcontractors, equipment subcontractors, laboratories, traffic control personnel and other related subcontractor personnel will be selected, hired and paid by the Consultant. City of Federal Way Page 7 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 • Traffic control consisting of flaggers, warning signs, and arrow boards will be provided during pavement coring and drilling of borings. The Consultant will submit a traffic control plan to the City for approval prior to commencing field explorations. • The City will provide a no-cost street use permit. • Soil sampling will be in accordance with ASTM D1586 (Standard Penetration Test procedure) and ASTM D3550 (Ring-lined Barrel Sampling of Soil). Representative grab samples of the near-surface soil will be collected from three of the borings for modified Proctor testing. • Pavement cores and borings located in streets and/or driveways will be patched with fast-setting concrete. • A contingency of $1,000 is included for clearing of utilities with a vacuum truck. • Piezometers will not be installed in the borings. Groundwater levels at the time of drilling (if encountered) will be recorded. The borings will be decommissioned , in accordance with Washington Administrative Code (WAC) 173-160. • Field exploration will be perFormed during the daylight hours during the conventional work week (Monday through Friday). • Soil samples will be disposed of 30 days after the date of the final report. 6.3 Infiltration Rate Field Explorations and Technical Memorandum: The field exploration program for Low Impact Development (LID) infiltration design will consist of borings to characterize soil and groundwater conditions and falling head infiltration tests to estimate the short-term infiltration rate. The results of additional borings and recommended short-term infiltration rate will be provided in a draft technical memorandum. Our scope of work does not include completing pilot infiltration tests. 6.3.1 Borings Complete a series of 6 borings to a depth of about 14 ft below ground surface (BGS) to characterize subsurface soil and groundwater conditions at the proposed bioinfiltration swales (total drilling footage of 84 ft is assumed for this proposal. The borings will be completed by a reputable drilling contractor under subcontract to the Consultant with a track-mounted drill rig advancing hollow-stem augers. The Consultant will mark the boring locations in the field and arrange for underground utility location ("call before you dig") prior to drilling. City of Federal Way Page 8 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 6.3.2 Falling-Head Infiltration Tests Complete a series of 6 falling-head infiltration tests in general accordance with the King County SurFace Water Design Manual. The infiltration tests will be completed adjacent to the borings described in Section 6.3.1 of this proposal. To complete the tests, a 6-inch diameter PVC pipe will be placed at the bottom of a shallow boring. It is assumed that the base of the bioinfiltration swales will be located within 3 ft of the existing ground surface. 6.3.3 Geotechnical Laboratory Testing Complete a geotechnical laboratory testing program consisting of a six index tests, six cation exchange capacity (CEC), and six organic matter content tests. Assumqtions • The infiltration rate assessment will not be completed concurrently with the initial geotechnical evaluation and a second drill rig mobilization will be required. • All subcontractors, equipment subcontractors, laboratories, traffic control personnel and other related subcontractor personnel will be selected, hired and paid by the Consultant. • Traffic control consisting of flaggers, warning signs, and arrow boards will be provided during the borings and infiltration tests. We will submit a traffic control plan to the City for approval prior to commencing field explorations. • The City will provide a no-cost street use permit. • Soil sampling will be in accordance with ASTM D1586 (Standard Penetration Test procedure) or ASTM D3550 (Ring-lined Barrel Sampling of Soil) • Borings and infiltration test holes located in streets and/or driveways will be patched with fast-setting concrete. • Piezometers will not be installed in the borings. Groundwater levels at the time of drilling (if encountered) will be recorded. The borings and infiltration test holes will be decommissioned in accordance with Washington Administrative Code (WAC) 173-160. • Field exploration will be performed during the daylight hours during the conventional work week (Monday through Friday). • Soil samples will be disposed of 30 days after the date of the final report. 6.3.4 Draft Infiltration Rate Technical Memorandum The results of our supplemental soil borings, geotechnical laboratory testing, and infiltration tests will be provided in a draft technical memorandum. The draft City of Federa/ Way Page 9 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 technical memorandum will also provide the recommended design infiltration rate for each of the LID facilities. The design infiltration rate will be determined in accordance with the Simplified Method in the King County Surface Water Design Manual. The Draft Infiltration Rate Technical Memorandum will be provided for review by the project team. Comments will be incorporated and provided in the final geotechnical report for this project. Deliverables • An electronic copy (in pdf format) of the Draft Infiltration Rate Technical Memorandum. 6.4 Retaining Wall Feasibility Assessment: The Consultant will complete a feasibility of assessment of the WSDOT pre-approved proprietary structural earth wall (SEW) types (Tensar MESA walls, Allan Block, and Keystone KeySystem1 walls). The feasibility assessment will be completed for up to five different wall con�gurations [e.g, 5 foot tall wall with poor foundation support and level backfill, 10 foot wall retaining traffic surcharge with a 2H:1 V(horizontal:vertical) slope in front of the wall, etc]. The purpose of the analysis will be to verify right-of-way needs and temporary excavation limits. The results of the feasibility assessment will be summarized in a technical memorandum:- � Deliverables • An electronic copy (in pdf format) of a Draft Feasibility Technical Memorandum. • An electronic copy (in pdf format) and finro bound and one unbound copies of the Final Feasibility Technical Memorandum. Assumptions • The feasibility assessment will not be suitable for final design and design calculations or drawings will not be provided. It is assumed that the contractor will be responsible for final design. • The retaining walls will be designed in accordance with the AASHTO LRFD Bridge Design Specifications and the WSDOT Standard Specifications. 6.5 Geotechnical Engineering Analyses: The Consultant will develop geotechnical engineering conclusions and recommendations in accordance with the WSDOT Standard Specifications, the AASHTO LRFD Bridge Design Manual, and the King County Surface Water Design Manual including: Earthwork: temporary and permanent slope configurations, suitability of onsite soil for reuse as structural fill, import fill criteria, fill placement criteria, and pavement subgrade preparation. Underground Facilities: construction dewatering considerations; excavation and retention; design parameters for temporary shoring; pipe foundation support, pipe bedding and initial backfill materials; suitability of excavated soil for use as City of Federal Way Page 10 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 trench backfill; backfill compaction criteria; foundation support and lateral earth pressure for design of below-grade vaults; vertical loads on pipe and buried structures; uplift resistance; passive soil resistance and ultimate soil/pipe friction for resistance to lateral loads. Stormwater infiltration: assessment of utilizing low-impact development techniques to infiltrate stormwater including preliminary infiltration rates and suggested areas of further study (draft infiltration report) and recommended design infiltration rates (final geotechnical report). Signal pole foundations based on WSDOT standard design procedures. Retaining walls including cast-in-place (CIP) concrete, structural earth walls (SEW), soldier pile and lagging, and soil nail walls. Recommendations for underpinning buildings located adjacent to potential cut walls. 6.6 Geotechnical Report: The results of our field explorations, engineering analyses, and geotechnical engineering conclusions and recommendations, will be summarized in a draft geotechnical report for review by the City. The draft report will be provided for review by the project team. Upon receipt of review comments, The Consultant will address the comments and submit a signed and sealed geotechnical report. Deliverables • An electronic copy (in pdf format) of the Draft Geotechnical Report. • An electronic copy (in pdf format) and finro bound and one unbound copies of the Final Geotechnical Report. Work Element 7 Design Report Prepare a design report. The report will include the 30% plans and cost opinions for the project. 7.1 Compile and review data and records from the City, other agencies, and utilities. Document the design criteria that will be used to develop and evaluate alternatives. Design criteria will be per the WSDOT Project Design Guidelines format. Prepare photo log of existing conditions along corridor. 7.2 Evaluate property access alternatives considering driveway consolidation/shared access, driveway relocations, and parking impacts/remedies as appropriate to achieve the City's access goals. This may include alternatives for median openings and U-turns. Address concerns raised during community open house meetings and one on one property owner meetings included in Work Element 5. The Consultant will prepare a plan and profile for each existing access along the project. Where existing access cannot be maintained, the Consultant will prepare up to finro City of Federa/ Way Page 11 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 alternatives with plan and profile sketches showing the new access. Summarize findings in a brief inemorandum with plan sketches for review by the City. 7.3 Access Alternatives review comments will be incorporated into the conceptual alternative. 7.4 Develop cross sections alternatives analysis (plan and typical section) and comparative level opinion of cost. It is anticipated that finro (2) cross section alternatives will be evaluated. Evaluate relative impacts to: • Stormwater facilities quality & quantity analysis. • ROW Estimate • Walls, including impacts analysis of overhead/underground utilities. 7.5 Evaluate left-turn and U-Turn impacts at 16th Avenue South, South 340th Street, South 344th Street, S 348th Street, S 352"d Street and South 356th Street. Two alternatives will be developed in plan view for each focation. Queuing lengths and other traffic findings developed in Work Element 5 will be incorporated into the alternative layouts. 7.6 Prepare one landscape/urban design concept to accompany the preferred alternative. It is assumed that the urban design concept will be similar to previous phases along the corridor and that no gateway features or other distinct nodes will be included. 7.7 Review the existing storm water facilities within the limits of the project and document applicable stormwater regulations, standards, hydrology and hydraulic design criteria. Identify any SWM projects proposed in the next ten years based on review of the City comprehensive plan and/or discussions with City staff. Delineate threshold discharge areas (TDAs) and determine applicabiiity of Core Requirements 3(Flow Control) and 8(Water Quality) to each TDA. Identify feasible alternative approaches to providing required detention and treatment, including end-of-pipe and dispersed upstream (low impact development) approaches. Include infiltration and flow control BMP alternatives if suitable soil conditions exist. Present� alternatives/concepts list to City for approval prior to conceptual design/layout work and prepare conceptual design and layout for each alternative. Evaluate alternatives based on construction cost, right-of-way acquisition cost, maintenance cost, and other relevant criteria as identified through discussions with City staff. Document alternatives analysis and recommended approach to detention and treatment in a technical memorandum for City review and approval. . 7.8 Prepare a type size and location analysis for stormwater treatment and detention facilities to determine right-of-way needs. It is assumed that detention and water quality facilities will be required for up to 7 threshold discharge areas along the corridor. Present findings in a brief technical memorandum for City review and approval. 7.9 Prepare a draft Technical Information Report (TIR) describing the technical information and analysis of the stormwater facilities. The draft TIR will be in City of Federa/ Way Page 12 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 accordance with City requirements, including a level 1 downstream analysis at up to eight locations, hydrologic calculations, detention and water quality facili#y design, pipe sizing calculations, and plan view layout as shown on the 30% plans. The TIR will be finalized concurrent with final design under work element 14. 7.10 Prepare and submit WSDOT channelization plans. The plans will meet WSDOT channelization plan requirements, including required supporting documentation, deviation requests, and design vehicle turning movement analysis. It is anticipated that channelization approval will require finro (2) meetings with WSDOT staff and two (2) submittals of the Channelization Plans. 7.11 Meet with WSDOT staff to review ADA compliance issues and provide Maximum Extent Feasible (MEF) documentation for areas that cannot be brought into full compliance with the proposed improvements. 7.12 Prepare and submit WSDOT project analysis in accordance with WSDOT requirements. It is anticipated that approval will require one (1) meeting with WSDOT staff and finro (2) submittals of�the analysis. 7.13 Prepare and submit WSDOT a new signal permit application for Pacific Highway South and South 344th Street in accordance with WSDOT requirements. It is anticipated that approval will require one (1) meeting with WSDOT staff and finro (2) submittals of the analysis. 7.14 Prepare preliminary construction staging concepts for the preferred alternative. Traffic control requirements and construction sequencing criteria will be described in the design report. No plans will be prepared until final design. 7.15 Coordinate with Puget Sound Energy, Qwest and Comcast Cable to develop a preliminary undergrounding of overhead utilities plan. Each utility company will provide a schematic design of their proposed undergrounding facilities, including vaults, number and size of conduits, temporary pole relocations, and terminal pole locations. The Consultant shall incorporate the utility provided information into a preliminary aerial conversion plan compatible with proposed corridor improvements. The Consultant will prepare a summary table of existing connection type by parcel and provide the City with a summary of properties that need to be converted to underground service. 7.16 Analyze illumination to provide levels consistent with the current City illumination standards. Prepare a preliminary layout of the street illumination system and include supporting calculations as an appendix to the design report. 7.17 Develop retaining wall cross section alternatives (plan and typical section) and comparative level of opinion of cost. It is anticipated that walls will be either cast in place concrete, soldier pile, or MSE. In determining the type of wall to use, the Consultant will analyze cost and constructability of each wall system. Detailed design of the wall will be performed under Work Element 14. City of Federa/ Way Page 13 of 29 KPG Pacific Highway South HOYLanes Phase V 6/18/2013 7.18 Prepare 30% Plans and estimate preliminary quantities and prepare preliminary opinions of probable cost for construction. 7.19 Prepare an analysis of preliminary right-of-way requirements based on existing property lines, estimated required takes, easements and changes to current access. The City will provide the required width of right-of-way for this segment of Pacific Highway South. 7.20 Evaluate feasibility and provide structural recommendations and order of magnitude cost estimates for structural wall installation and protection and/or modification of an existing structure adjacent to the widened roadway. Final design of structural modifications to existing structures, if required, is not included in this scope of work and will be authorized by Supplement once the scope of modifications is known. 7.21 Compile and prepare the Draft and Final Design Report. Five (5) bound copies and one (1) unbound original will be submitted for the draft and final reports. 7.22 Assist the City with the value engineering study. The Consultant will present the proposed design to the VE team, be available for questions and follow up information throughout the week, and to attend the presentations of findings. The City will summarize the results of the VE Team's deliberations and provide them to the Consultant for a formal response. The formal response will be limited to a response letter. Coordination of the VE team, meeting locations, and schedules will be by the City. Work Element 8 Environmental.- 8.1 Environmental Classification Summary/Documented Categorical Exclusion. The Contractor will prepare a Local Agency Environmental Classification Summary (ECS) with supporting documentation as required by WSDOT for projects that receive federal funding through WSDOT (Environmental Procedures Manual, Section 310.07). The ECS will include the recommended NEPA determination (assumed to be a Class II, Documented Categorical Exclusion). The Consultant will document this assumption following the WSDOT Local Agency Guidance (LAG) manual. The ECS will also' include an effect determination for species listed under the Endangered Species Act (ESA) and Essential Fish Habitat (EFH) evaluation, a determination of project impacts on cultural resources, an evaluation of the project air quality and potential noise impacts, and documentation of a wetland delineation, (see the following scope items). The ECS will also require a discussion of stormwater treatment and detention, which will be based on information provided under Work Element 7. Assumptions: • The Federal Way Pacific Highway South Phase V project will be determined to be a Class II Documented Categorical Conclusion and neither a NEPA Environmental Impact Statement nor an Environmental Assessment will be required. City of Federal Way Page 14 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 Deliverables: • An electronic and paper copy of the draft ECS in Adobe PDF. • An electronic and six (6) paper copies of the final ECS in Adobe PDF. 8.2 Biological Evaluation (BA) and Essential Fish Habitat Evaluation (EFH). The Contractor will prepare a brief effect determination letter on species listed as threatened under the ESA (assumed to be a"no effect" letter) and an EFH evaluation. The Consultant will obtain updated species lists from the agencies web sites and also request site specific habitat information from the Washington State Department of Fish and Wildlife priority habitats and species database. Evaluation of specific project details such as construction techniques and equipment used, timing of construction, temporary sediment and erosion control measures, and bes� management practices will be based on information developed under Work Element 7. Information on the amount of new impervious surfaces, stormwater detention, and stormwater quality treatment will be based on information provided under Work Element 7. The Consultant will prepare a draft effect determination for review and comment by the City and then a final document. Assumptions: • The Consultant will only include a discussion of Puget Sound Chinook salmon, Coastal-Puget Sound bull trout, designated critical habitat for these finro species, Puget Sound steelhead, and bald eagle in this evaluation. • The project will have no effect on listed species or their designated critical habitat and a detailed Biological Assessment will not be required. Deliverables: • An electronic and paper copy of the draft effects determination letter in Adobe PDF. • An electronic and six (6) paper copies of the final effects determination letter in Adobe PDF. 8.3 Cultural Resource Investigation. The Contractor will conduct the required National Historic Preservation Act Section 106 Cultural Resources Survey. Work will consist of the following tasks necessary to comply with Section 106: Conduct a background search to identify known cultural resources within the project area of potential effect (APE) defined by the City of Federal Way and assess the potential for the APE to contain cultural resources Conduct a pedestrian field reconnaissance to complete the assessment of the potential for the APE to contain cultural resources Conduct subsurface probes in areas proposed for construction, which are not currently paved. City of Federal Way Page 15 of 29 KPG Pacific Highway South HOYLanes Phase V 6/18/2013 Prepare a technical report of findings with recommendations for additional field work and/or archaeological monitoring during construction. It is not feasible to conduct any subsurface surveys at this point in those portions of the APE that are currently paved; however, if the Contractor conducts geotechnical borings, our archaeologist will examine the cores brought back from the field for cultural materials. Based on the work outlined above, the Consultant should be able to define specific areas for shovel probes and/or construction monitoring during construction. Assumptions: • The Consultant will evaluate and prepare Historic Inventory Forms for no more than 10 historic properties within the APE. • The Consultant will conduct transects for archaeological investigations at a 20 meter interval in areas proposed for new construction that are not currently paved (although specific sizes and locations are currently unknown, for budgeting purposes, The Consultant assumes 2 locations, with 2 probes at each location). • No human burials or archaeological sites will be encountered and the Consultant will not need to participate in any Section 106 consultation meetings. Deliverables: • An electronic and paper copy of the draft Cultural Resources report in Adobe PDF. • An electronic and six (6) paper copies of the final Cultural Resources report in Adobe PDF. 8.4 Air Quality Analysis. In Washington, all nonexempt transportation projects regardless of the funding base, must evaluate air quality resulting from proposed project activities such as adding new signals or altering intersection configurations. The Contractor will perform an air quality analysis and produce a technical report for the proposed roadway improvements associated with the Federal Way Pacific Highway South Phase V project. The technical report will be consistent with the guidelines contained in Section 425 of the WSDOT Environmental Procedures Manual and in accordance with requirements of federal and state conformity regulations and the procedures in EPA's Guidelines for Modeling Carbon Monoxide from Roadway Intersections (1992). The Contractor will identify National Ambient Air Quality Standards (NAAQS) and other applicable state and tocal air quality regulations. The consultant will coordinate with the Environmental Protection Agency (EPA), Department of Ecology (Ecology), and the Puget Sound Clean Air Agency (PSCAA) to obtain the most recent air quality information. This task includes the subtasks outlined below: Existing Conditions Assessment: The Contractor will identify whether the project area is located in an attainment, non-attainment, or maintenance area for criteria pollutants. The Consultant will present data collected by state and local City of Federal Way Page 16 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 agencies at continuous monitoring stations near the project area, and the Consultant will include a general discussion of health and welfare effects of air pollutants associated with transportation related projects. Emissions Modeling: The Consultant will use EPA's Mobile Source Emission Factor Model, MOBILE6.2 software to develop vehicle emission factors based on inputs specific to King County and the City of Federal Way. Dispersion Modeling: The Consultant will use EPA's CAL3QHC Version 2.0 software to predict CO concentrations from vehicles during the existing year (2013), year of opening, and 2035 design year (horizon year). Impact Analysis: The Consultant will locate receptors in areas susceptible to air quality impacts. Predicted future CO concentrations will be presented in a table for comparison with standards. Construction Impacts: The analysis will qualitatively evaluate the short-term impacts of emissions from construction activities. Concentrations of air pollutants from construction activities will not be predicted with computer models. The Consultant will identify standard mitigation measures and best management practices for control of particulate and fugitive dust during construction. Technical Report: The Contractor will prepare a technical report outlining methods, historic air quality data, MOBILE6.2 and CAL3QHC results, methods, assumptions and analysis of impacts. The Consultant will prepare a conformity statement on each of the alternatives for inclusion in the technical document. Assumptions: • The Consultant will analyze a maximum of five (5) intersections from one (1) alternative that have the worst level of service resulting from the proposed project for CO concentrations. An approximate '/-mile radius will be used for this selection process. Deliverables: • An electronic and paper copy of the draft Air Quality technical report in Adobe PDF. • An electronic and six (6) paper copies of the final Air Quality technical report in Adobe PDF. • Specific engineering and traffic related data developed under Work Elements 5 and 7 that are required to start this task will be provided to the City of Federal Way under separate cover. 8.5 Noise Analysis The Federal Highway Administration is the agency responsible for administering the federal-aid highway program. Before those funds can be used for projects, the projects must be approved by FHWA, which can only grant its approval for projects that are developed in accordance with federal statutes and regulations. One of City of Federal Way Page 17 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 these regulations requires that a noise study be accomplished to determine what noise impacts, if any, will result from the proposed improvement and what measures will be taken to lessen those noise impacts. The Contractor will conduct a noise analysis that meets the FHWA noise evaluation criteria. This effort will require the following activities: Site Visit: Noise measurements for the Federal Way Pacific Highway South Phase V project will be collected along all existing or proposed roadway segments that may be affected by the proposed project where frequent human use is likely to occur. Existing Conditions Review: The Consultant will review the traffic report developed under Work Element 5 and summarize that information in the noise technical report. Noise Assessment: Noise conditions within the existing project area will be used to estimate the future worst hourly noise levels with and without the project. Noise modeling will be conducted using Traffic Noise Modeling 2.5 software to predict these future noise levels. Noise levels will be evaluated based on known noise level increases with the percent of traffic increase on surrounding streets. These estimated noise levels will be compared with the FHWA noise abatement criteria. Noise Report: A technical report summarizing the existing conditions, future conditions, operational and construction impacts, and construction mitigation options will be prepared for review and approval by FHWA. Assumptions: • Because of the lack of sensitive receivers in the project area, the Consultant will conduct noise modeling for no more than 10 receptor locations. • The traffic report will contain traffic data for existing conditions, future no-build conditions, and future build conditions. • The Consultant will attend finro meetings with the City and/or WSDOT personnel to gather background information and determine WSDOT requirements for the above studies. Deliverables • An electronic and paper copy of the draft Noise technical report in Adobe PDF. • An electronic and six (6) paper copies of the final Noise technical report in Adobe PDF. • Specific engineering and traffic related data developed under Work Elements 5 and 7 that are required to start this task will be provided to the City of Federal Way under separate cover. City of Federal Way Page 18 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 8.6 Wetland Delineation The Contractor will conduct a wetland delineation and buffer determination of the undeveloped portion of the southern project area from approximately S 356t" Street to the southern project limits. This delineation will be conducted to verify that any proposed widening or construction work in that portion of the project will not impact any wetlands or their buffers. Assumptions: • Wetland mitigation required. and US Army Corps of Engineering Permits will not be Deliverables: • No deliverable; the results of the wetland delineation will be documented as part of the ECS (Work Element 8.1) 8.7 Environmental Permits The Contractor will prepare a Notice of Intent letter for submittal to the Washington Department of Ecology for a National Pollutant Discharge Elimination �System (NPDES) Construction Stormwater General Permit. The Stormwater Pollution Prevention Plan (SWPPP) to support the NPDES permit will be prepared under Work Elements 7 and 14. The application will include certification that public notice and SEPA requirements have been met. Assumptions: • The City will submit all permit application materials to the resource agencies and will pay all permit fees. The City will prepare and publish all required public notices for the permits. No other environmental permits besides the NPDES will be required for this project. • SEPA Checklist, if required, will be through adoption by the City of the NEPA documentation and will require no additional work by the Consultant. Deliverables: • An electronic copy of the draft application materials in Adobe PDF. • An electronic and six paper copies of the final application materials. Work Element 9 Property Transfer Site Assessments 9.1 Corridor-Wide Alignment Screening The Consultant will conduct a corridor-wide alignment screening to evaluate the presence or likely presence of potential hazardous substances that could have an City of Federal Way Page 19 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 effect on right-of-way acquisition and/or roadway work. The corridor-wide alignment screening will be completed in general accordance with American Society for Testing and Materials (ASTM) E1528-00 Standard Practice for Environmental Site Assessment: Transaction Screen Process, modified as appropriate for this project. It is important to understand that the corridor-wide alignment screening is not a means of finding "everything there is to know about a property." Rather, it is an attempt to determine potential environmental liabilities of properties along the roadway corridor based on reasonably available documentation (both oral and written). This study will support the City's design; environmental due diligence for fee takes, temporary construction easements, and permanent construction easements; and NEPA documentation process. • Review the results of a federal, state and local environmental database search provided by an outside environmental data service for listing of information on confirmed and suspected contaminated sites or nearby structures specified by ASTM. Subject to the availability, the Consultant will review the following environmental records and related information: Federal National Priority (NPL) Site List, Federal CERCUS List, Federal RCRA CORRACTS TSD Facilities List, Federal RCRA non-CORRACTS TSD Facilities List, Federal RCRA Generators List, Federal ERNS List, Washington States' Lists of Hazardous Waste Sites Identified for Investigation or Remediation (State Confirmed and Suspected Contaminated Sites List (CSCL), Washington States' Landfill or Solid Waste Sites Lists, Washington States' Leaking UST Lists, and Washington States' Registered UST Lists The evaluation will focus on sites that are within '/ mile from the alignment. Local geology and hydrogeology will be considered. The database search will also be evaluated to identify Department of Ecology (Ecology) files that may need to be reviewed during the Alignment Screening. • Review Historical Code city directories for the alignment. These historical directories will be researched on 5-year intervals from the present back to initial development along the alignment or to the earliest-dated Cole directory available. Review historical aerial photographs from the WSDOT for the alignment to identify past development history on parcels relative to the possible City of Federal Way Page 20 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 use, generation, release or disposal, of hazardous substances. These photographs will be reviewed on 10-year intervals from the present back to 1940 or the earliest available photographs from WSDOT. Sanborn fire insurance maps were not available for the alignments of the previous Pacific Highway South projects, it is expected that they will not be available for this alignment. • Conduct a visual reconnaissance from public access areas and from the public right-of-way of the parcels and adjacent parcels along the roadway corridor. A project standard field observations checklist for the alignment screening will be used to record information regarding each site. Sites within finro blocks of the alignment will be inspected and recorded and features of environmental concem on each site will be mapped on current versions of ROW drawings, if available. • The information gathered from the above sub-elements will be reviewed, evaluated and compared to the most current design and ROW drawings. A technical memorandum report will be prepared with will include the following: Maps of potentially contaminated and hazardous material/waste sites, Summary of the information collected in the alignment screening, Identification of potential impacts to the alignment, design and/or construction and an assessment and evaluation of risk and exposure of the contaminated sites or potentially highly contaminated areas, and Recommendations described as an environmental management plan which will include methods to address the high risk and/or liability sites in design, ROW acquisition and construction, Recommendations for how to resolve investigation and cleanup issues, associated with these sites, with the Ecology. Assumptions: • City will provide basic information on each property along the roadway corridor (owner name, address, and tax parcel number). • ASTM considerations (e.g., identification, sampling and analysis for radon, lead in drinking water, lead-based paint, polychlorinated biphenals (PCB) in light ballast, asbestos-containing building materials or urea formaldehyde in onsite structures, and/or wetlands, regulatory compliance, indoor air quality including the potential presence of mold, industrial hygiene, and health and safety) are not included in this scope of work. • Soil, surFace water, or groundwater sampling and chemical analyses are not included in this scope of work. City of Federal Way Page 21 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 Deliverables: An electronic copy (in pdf format) and two bound copies of the draft corridor-wide screening report. An electronic copy (in pdf format) and one bound and one unbound copy of the final corridor-wide screening report. Work Element 10 Community and Agency Coordination. 10.1 Provide meeting minutes and action items from City arranged project meetings.with cooperating stakeholders and permitting agencies. (Assume 6 meetings) 10.2 Arrange and coordinate up to 2 project meetings with the utility companies. Provide meeting minutes and action items. 10.3 Attend one Community-wide Open House, one meeting with the LUTC Committee and one meeting with the City Council. 10.4 Prepare an open house flyer, 1 roll-plot, cross-section exhibits, landscaping exhibits, a project schedule exhibits and other design exhibits as required for the open house. Attend up to 5 meetings with groups of abutting property owners and/or tenants. Work Element 11 Right of Way Calculations Perform the following work items necessary to establish the Pacific Highway South right-of- way (ROW) corridor for this project. 11.1 Research Records. Determine which existing corners and monuments should be field located and surveyed. 11.2 Determine and order title reports. Cost for the title reports will be billed directly to the City. 11.3 Calculations for ROW centerline alignment and ROW lines. Using the research information and the survey work described above, calculate location and surveyed corners, roadway features and monuments. The Consultant will determine the centerline alignment for Pacific Highway South within the project limits as defined in this scope. The ROW centerline will be defined geometrically using Washington state plane coordinates and stationing will be assigned to .the alignment. 11.4 Prepare and submit Right-of-way plans to WSDOT with the True Cost. 11.5 Prepare a true cost estimate based on the right-of-way unit, appraisal and negotiation costs for Phase IV project. The City will prepare a request to WSDOT to allow the true cost estimate in lieu of a Preliminary Funding Estimate (PFE) in accordance with LAG Manual requirements. C+ty of Federal Way Page 22 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 11.6 Prepare legal descriptions and exhibit maps for up to fifty (40) parcels requiring fee simple take. 11.7 Prepare legal descriptions and exhibit maps for up to twenty (20) parcels requiring permanent easements. 11.8 Calculate the right-of-way required and prepare exhibit maps for up to sixty (50) rights-of-entry. 11.9 Field locate proposed and existing right of way �lines on 40 parcels. Work Element 12 Right of Way Appraisals 12.1 Provide 40 full narrative appraisals and appraisal reviews. The City will review appraisals and set just compensation for all parcels from which offers to property owners will be made. An appraiser will be selected in collaboration with the City based on ability to meet schedule requirements near the time when these services are scheduled to begin. Appraisals and review appraisals will be performed by a reputable firm approved on the WSDOT qualified appraiser list under subcontract to the Consultant. For budgeting purposes, the Consultant has included an allowance of $3,500 per appraisal and $1,000 per review appraisal. 12.2 Prepare conceptual parking studies for up to 20 parcels for use by appraiser and property negotiations. This work will include: • Review of aerial to determine the location and layout of existing parking stall; • Site visit to measure and count stalls to determine existing layout; • Layout existing parking and prepare conceptual parking and circulation layout revision. Layout will be in plan view showing revised access and parking limits and striping as appropriate. It is assumed that an average of 2(11x17) drawings will be required for the 20 parcels. The basis of the layout will be the City's parking and landscaping ordinances and standards that the City will provide. This layout will not be used for construction. The design of private improvements is not included in this contract. Work Element 13 Right of Way Negotiations 13.1 Review title reports, maps, legal descriptions, appraisals, review appraisals and other information provided. Errors, questions and clarification will be reviewed and discussed with the City. 13.2 Assemble parcel files. Parcels files will include: Negotiator's Disclaimer, detail written diaries for each parcel, fair offer letters, documents, and other items necessary for negotiations, and signature ready legal documents for each parcel. Upon completion of negotiations or as directed by the City, the complete file will be City of Federal Way Page 23 of 29 KPG Paciftc Highway South HOV Lanes Phase V 6/18/2013 submitted to the City. 13.3 Secure ownership information for those parcels requiring temporary access rights. 13.4 Provide acquisition and negotiation services for up to 40 parcels, fee simple takes and permanent easements. Make at least three (3) personal contacts with each owner with the intent of reaching settlement for the conveyance of property or property rights needed for each parcel. As many contacts as needed to reach settlement will be made, until it is mutually agreed between the City and the Consultant that negotiations be suspended or given to the City Attomey to pursue eminent domain actions. Preparation of all documents necessary for monetary lien and encumbrance removal and obtain signatures from parties in interest on each parcel. Coordination with the title company to obtain titles vested in the City clear of all encumbrances. Prepare negotiations and title clearing for the City to process payment of the parcel. More than one voucher will be necessary for most parcels to pay encumbrances as well as owners. Provide certification services including: providing WSDOT certification review advisory and coordination services as reque�ted by the City. All parcels will be delivered in a certification ready format. 13.5 Negotiate with each owner to acquire up to forty (40) right-of-entry easements. It is - assumed that right-of-entry easements will be acguired in conjunction with the fee simple negotiations. 13.6 Submit completed file to City for payments to owners and filing with the County. 13.7 Negotiate with each owner to acquire up to ten (10) right-of-entries without fee simple takes. 13.8 Provide overall coordination for right-of-way activities. Maintain records, files, documents and reports in accordance with statutory, City guidelines and regulations. Provide written status reports on at least a weekly basis and provide verbal status reports on demand, as requested. Attend monthly project status meetings as requested. 13.9 Prepare up to finro (2) sketches per parcel of design modifications for forty (40) parcels as requested by the City. Assumptions: • There are no relocations on this project. • The City will prepare a Negative Relocation Plan to memorialize that there are no relocations on the project. • Sign relocations will be considered cost to cure items addressed in appraisals and negotiations. • All utilities easements, permits and clearing will be handled by the CITY. City of Federal Way Page 24 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 • Title Clearance will be done in accordance with WSDOT LAG Manual Ch 25 section 25.8. • Consultant will clear any liens and encumbrances that are in conflict with the City's intended use of the right of way acquired to ensure certification and that there are no conflicts of ownership or use of the land required during construction. • The City will pay property owners and/or lien holders / encumbrances for any property or property rights acquired through the closing process. Work Element 14 Final Design The Consultant shall Final Plans, Specifications and Estimates for review and approval by the City. Plans shall be formatted to provide sufficient detail for convenient field layout of all proposed facilities. City standard details and WSDOT standard plans will be supplemented with project specific details as required. Final bid documents will be signed by a licensed professional engineer in the State of Washington. 1"4.1 Assemble a title and index sheet that would include a vicinity map. 14.2 Assemble a sheet for symbol and abbreviation legends, general notes 14.3 Prepare construction staging plans that illustrate a method by which the construction consultant could perForm the required work while minimizing, to the extent possible, the impacts on traffic and access to adjacent property. 14.4 Prepare roadway typical sections. 14.5 Prepare paving detail sheets. 14.6 Prepare a schematic map showing survey control monuments location and their coordinate values. 14.7 Prepare site preparation and erosion control plans. These plans will include all demolition and erosion control, and will provide grading limits. 14.8 Prepare alignment, paving, and grading plans. These plans will include horizontal alignment information and plan views of pavement planing, grading and paving limits, as well as limits of cut/fill required and retaining walls. 14.9 Prepare roadway profiles for Pacific Highway South, 16�' Avenue South, South 340�' Street, South 343�d Street, South 344th Street, South 348th Street, South 351 St Street, and South 359th Street. These plans will include roadway profiles required with in the project limits. Roadway centerline and superelevation table will be provided for Pacific Highway South. Roadway centerline and curb flow line elevations (left and right) will be shown at 25 foot intervals for side streets. City of Federa/ Way Page 25 of 29 KPG Pacific Highway South HOYLanes Phase V 6/18/2013 14.10 Prepare private driveway plan and profile drawings, including any required parking revisions. 14.11 Prepare channelization and signing plans. These plans will delineate the locations of all pavement markings including lane lines, crosswalks, turn arrows, HOV lane, stop bars and curb face painting. These plans will also show the locations and sizes of all signs. 14.12 Prepare drainage detail sheets, depicting special or non-standard drainage features. For budgeting purposes, it is assumed that detention and treatment facilities will consist of underground vaults. KCRTS software will be used for hydrology and facility sizing. Precast vault elements are assumed with no structural design needed and treatment facilities will be manufactured stormwater treatment devices. 14.13 Prepare drainage plans and profiles. These plans will include information and plan views of storm drainage system including type, size and location of pipes,. catch basins, and oil control devices, stormwater detention and treatment facil.ities. 14.14 Prepare final TIR addressing draft TIR comments from the City at the 85% completion submittal. Include drainage profiles, detention and treatment design. Prepare storm drain analyses (both uniform flow and backwater) for the proposed storm drains. Preparation of a Stormwater Pollution Prevention Plan (SWPPP) is not included in this scope of work. 14.15 Prepare traffic signal plans per City Standard Plans and WSDOT Standard Plans for the following: • Phasing modifications are anticipated to the existing signal at South 356"' Street, but no equipment modifications will be required. • New traffic signal at Pacific Hwy South and South 352"d per previously completed design may be incorporated in full or in part into the Phase V project. • Signal modifications at Pacific Hwy South and South 348th Street • New traffic signal at Pacific Hwy South and South 344th Street • New traffic signal at Pacific Hwy South and 16th Avenue South • Traffic signal interconnect along Pacific Highway South Phase V For each new traffic signal prepare a traffic signal plan, traffic signal wiring diagram, phasing and timing plan. Prepare traffic signal details including signal pole details and pole foundation details, OPTICOM location (to be approved by the South King County Fire and Rescue District), and detection camera locations. 14.16 Prepare landscaping and irrigation plans showing elements affecting planting and irrigation such as luminaires, driveway cuts, utilities, etc. The plans will include the type and location of all planting materials, as well as the layouts for any project required irrigation within the public right-of-way. Landscape improvements will utilize similar layout and design as the Phase IV project. Prepare landscaping and irrigation detail sheets that include details for items such as connections for the irrigation lines to water sources and planting details. The Consultant will verify the City of Federa/ Way Page 26 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 existing water pressure available for the irrigation system with Lakehaven Utility District and field measurements of the available water pressure. Water pressure will be measured at three locations along the project using a standard residential water pressure gauge. 14.17 Prepare roadway illumination system plans. Plans will include layouts of lighting system equipment, and conduit and conductor schedules. Electrical plans will include electrical service conversion design for fifteen (15) parcels. A joint trench will be shown on the plans indicating, in general, a location for the joint utility trench which will be available for use by the utility companies. The plans will show the layout of a spare City communication conduit including vaults for the length of the project. Illumination design shall be per the current City of Federal Way Street Lighting Standards. Photometric and line loss calculations shall be submitted to support the City of Federal Way design standards. 14.18 Prepare joint utility trench details showing number of conduits, conduit locations within the trench, and bedding and backfill requirements. The number of conduits required will be determined by the utility owners. 14.19 Coordinate with Puget Sound Energy, Qwest and Comcast Broadband and Internet Services to coorcfinate their design of utility undergrounding. Prepare and assemble standard plans provided by each utility for inclusion in the contract documents. The Consultant will provide base map sheets to each utility company for use in their individual design. The Consultant will compile plans for undergrounding of overhead utilities and include these plans in the set of contract documents. The Consultant will be responsible for showing the trench locations on the plans and incorporating specifications and opinions of cost to include the payment of the utility trench excavation and backfill, conduit and vault installation in this contract. The Consultant will coordinate with each utility company t� confirm that their design is consistent and compatible with the roadway design. The Consultant will review utility company standard plans and details for conflicts with other standard plans and details and provide written notification of conflicts to the utility companies. This will be accomplished at up� to five (5) meetings with all utility companies and correspondence with each utility company and the City. The Consultant will not be responsible for coordinating service connection details with individual property owners, except as noted in work item 14.17; however, the Consultant will summarize the type and number of conversions required for the undergrounding. 14.20 Prepare retaining wall plans. Plans views of retaining walls will be shown on the paving and grading plans prepared in work item 14.8. The horizontal limits of the retaining walls will be shown by station and offsets. 14.21 Prepare retaining wall profiles. Wall profiles will be prepared showing the top of wall, top of wall barrier, top of footing, existing ground line and final ground line. In the case of soldier pile walls, the location of each soldier pile will be shown. Existing and proposed storm drain or utility crossings will be shown in the profile. Top of wall elevations will be provided at 25-foot stations along the wall profile. 14.22 Prepare retaining wall details. Structural design details for each wall will be prepared City of Federa/ Way Page 27 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/18/2013 and shown on these plans. These details will include a typical cross section of the wall, all barrier design details, foundation details, fencing/handrail details, luminaries mounting details, wall penetration details . and sloping/shoring requirements. This task includes preparing structural design calculations, and global and internal stability calculations related to the design of the retaining wall. Final design of proprietary structural earth walls will be perFormed by the Contractor in accordance with WSDOT Standard Specifications. Reinforcement calculations for each proprietary wall type perFormed in work element 6.4 will be incorporated to determine structure excavation quantities and right of way needs. 14.23 Update MEF document based on final design configuration and provide details to clearly identify performance requirements and slope criteria of ramps and landings. 14.24 Perform 85% and 100% Design quantity take-offs and opinion of costs. 14.25 Prepare contract specifications for the 85% and 100% submittals based on WSDOT/APWA standards (English), and applicable LAG standards. Work Element 15 Plan Production 15.1 Assemble and submit plans and specifications for 85, and 100 percent lev�ls of design. • One full size set of plans • 6 half-size sets of plans (11x17), including one unbound original • 6 copies of specs, including one unbound original • 6 copies of the opinion of cost 15.2 Assemble and coordinate the printing of 50 sets of half-size contract plans, 50 sets of specifications for bidding and 6 full size sets of plans. Work Element 16 Assistance During Bidding. 16.1 Prepare addenda and respond to bidders questions relayed through the City. It is assumed that the Consultant will prepare three (3) addenda. 16.2 The Consultant will evaluate the bids received. Evaluation will consist of reviewing the bid for accuracy as well as identify bid items that may be either mathematically or materially unbalanced. 16.3 Prepare letter of recommendation to award. The Consultant will prepare a letter of recommendation to either award to or reject the low bidder. The Consultant will contact references provided by the lo bidder; search the Lists of Parties Excluded from Federal Procurement and Non-procurement Programs, review the State of Washington Department of Labor and Industries Contractor database for any current or active summons or claims. The Consultant will discuss the results of the bid evaluation performed in 16.2. The letter of recommendation will be up to three pages in length. City of Federal Way Page 28 of 29 KPG Pacific Highway South HOV Lanes Phase V 6/I S/2013 Sheet List Cover sheet Sheet Index, Survey Control & Alignment Data Legend and Abbreviations Construction Staging Plans (1 "=50') Roadway Sections Paving Details Drainage Details Right of Way Plans Existing Utility Pothole Information Site Preparation and Erosion Control Plans Roadway Plans Roadway Profiles Drainage Plans Drainage Profiles Wateriine Plans and Profiles (Work Element 16) Driveway Plan and Profiles Retaining Wall Plan and Elevations Retaining Wall Details Irrigation Plans and Details � Landscape Plans and Details Illumination Plans and Details Traffic Signal Systems Plans and Details Channelization and Signing Plans and Details Joint Utility Plans and Details TOTAL = (1 sheet) (1 sheet) (1 sheet) (16 sheets) (2 sheets) (2 sheets) (6 sheets) (22 sheets) (1 sheet) (20 sheets) (20 sheets) (24 sheets) (20 sheets) (24 sheets) (20 sheets) (10 sheets) (14 sheets) (6 sheets) (24 sheets) (24 sheets) (22 sheets (14 sheets) (22 sheets) �22 sheets) 338 sheets City of Federal Way Page 29 of 29 � KPG Pacffic Highway South HOV Lanes Phase Y 6/18/2013 EXHIBIT C Electronic Exchange of Engineering and Other Data Electronic Deliverables include digital photos (jpg), scanned or electronic documents (pdf, doc, xls, etc.), Contractor baseline and progress schedules (if provided by the Contractor in mpp). Data is to be transferred by e-mail, CD, or FTP site(s). Agency OS is Windows 7 Enterprise, Agency e-mail software is Microsoft Outlook 2010, Software Suite is MS Office 2010. Exhibit D-2 Payment (Cost Plus a Fixed Fee) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work specified in Section II, "Scope of Work." The CONSULTANT shall conform to all applicable portions of 48 CFR Part 3 L A. Actual Costs: Payment for all consulting services for this PROJECT shall be on the basis of tlie CONSULTANT'S actual cost plus a fixed fee. The actual cost shall include direct salary cost, overhead, direct non-salary costs, and iixed fee. 1. Direct Salary Costs: The Direct Salary Cost is the direct salary paid to principals, professional, technical, and clerical personnel for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT. The CONSULTANT shall maintain support data to verify the direct salary costs billed to the AGENCY. 2. Overhead Costs: Overhead Costs are those costs other than direct costs, which are included as such on the books of the CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the rate shown in the heading of this AGREEMENT under "Overhead Progress Payment Rate." Total overhead payment shall be based on the method shown in the heading of the AGREEMENT. The two options are explained as follows: a. Fixed Rate: If this method is indicated in the heading of the AGREEMENT the AGENCY agrees to reimburse the CONSiTLTANT for overhead at the percentage rate shown. This rate shall not change during the life of the AGREEMENT. b. Actual Cost: If this method is indicated in the heading of the AGREEMENT the AGENCY agrees to reimburse the CONSULTANT the actual overhead costs verified by audit, up to the Maximum Total Amount Payable, authorized under this AGREEMENT, when accumulated with all other Actual Costs. A summary of the CONSULTANTS cost estimate and the overhead computation is shown in Exhibit "E" attached hereto and by this reference made part of this AGREEMENT. When an Actual Cost method is used, the CONSULTANT (prime and all sub-consultants) will submit to the AGENCY within six (6) months after the end of each firm's fiscal year, an overhead schedule in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of adjusting the overhead rate for billing purposes. It shall be used for the computation of progress payxnents during the following year and for retroactively adjusting the previous year's overhead cost to reflect the actual rate. DOT Form 140-089 EF Exhibit D-2 Revised 6/08 Failure to supply this information by either the prime CONSULTANT or any of their sub- consultants shall cause the AGENCY to withhold payment of the billed overhead costs until such time as the required information is received and an overhead rate for billing purposes is approved. The AGENCY, STATE and/or the Federal Government may perform an audit of the CONSULTANT'S books and records at any time during regular business hours to determine the actual overhead rate, if they so desire. 3. Direct Non-Salary Costs: Direct Non-Salary Costs will be reimbursed at the Actual Cost to the CONSiTLTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and sub- consultant costs. a. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205-46 "Travel Cost b. The billing for Direct Non-Salary Costs shall include an itemized listing of the charges directly identifiable wh the PROJECT. c. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. d. All above charges must be necessary for the services provided under this AGREEMENT. 4. Fixed Fee: The Fixed Fee, which represents the CONSULTANT' S profit, is shown in the heading of this AGREEMENT under Fixed Fee. This amount does not include any additional Fixed Fee, which could be authorized from the Management Reserve Fund. This fee is based on the Scope of Work defined in this AGREEMENT and the estimated person- hours required to perform the stated Scope of Work. In the event the CONSULTANT enters into a supplemental AGREEMENT for additional work, the supplemental AGREEMENT may include provisions for the added costs and an appropriate additional fee. The Fixed Fee will be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT and reported in the Monthly Progress Reports accompanying the billings. Any portion of the Fixed Fee earned but not previously paid in the progress payments will be covered in the final payment, subject to the provisions of Section IX entitled "Termination of Agreement." Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already deiined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XN, "Extra Work."6. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XN, `Bxtra Work." No minimum amount payable is guaranteed under this AGREEMENT. B. Monthly Progress Payments: The CONSULTANT may submit billings to the AGENCY for reimbursement of Actual Costs plus the calculated overhead and fee on a monthly basis during the progress of the work. Such billings shall be in a format approved by the AGENCY and accompanied by the monthly progress reports required under Section III, "General Requirements" of this AGREEMENT. The billings will be supported by an itemized listing for each item including Direct Salary, Direct Non-Salary, and allowable Overhead Costs to which will be added the prorated Fixed Fee. To provide a means of verifying the billed salary costs for CONSULTANT employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. C. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS&E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payrnent by the CONSULTANT shall constitute a release of all claims for payxnent, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payxnent of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTAN'f has twenty (20) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY far audit findings. D. Inspection of Cost Records: The CONSULTANT and their sub-consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three (3) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. FEE SUMMARY Project: EXHIBIT E-1 KPG ♦ Architecture ♦ C.andscape Architecture ♦ Civil Engineering ♦ City of Federal Way Pacific Highway South HOV Lanes, Phase V South 340th Street to S 359th Street Description Estimated Fee Work Element 1- Project Management Work Element 2- Quality Control/Quality Assurance Work Element 3 - Mapping Work Element 4- Utility Mapping Work Element 5- Traffic Analysis Report Work Element 6- Geotechnical Report Work Element 7- Design Report Work Element 8 - Environmental Work Element 9- Property Transfer Site Assessments Work Element 10 - Community and Agency Coordination Work Element 11 - Right of Way Calculations Work Element 12 - Right of Way Appraisals Work Element 13 - Right of Way Negotiation Work Element 14 - Final Design Work Element 15 - Plan Production Work Element 16 - Assistance During Bidding Total Estimated Fee $71,142.86 $19, 780.40 $163,247.20 $22,736.45 $56,694.84 $79,777.21 $248, 792.09 $81,32�.93 $13,891.66 $33,056.11 $121,538.68 $198, 596.27 $306, 313.52 $709,669.55 $29,581.48 $10,233.02 166,372.27 City of Federal Way Page 1 of 1 KPG PHS HOV Lanes Ph V 6/18/2013 HOUR AND FEE ESTIMATE Project: City of Federal Way Pacific Highway South HOV Lanes, Phase V South 340th Street to S 359th Street Task Description Work Element 1- Project Management 1.1 Project management administrative services 12 Overall Project management 1.3 City staff coordination meetings (26) Reimbursable expenses - see breakdown for details Task Totals Work Element 2- Quality Control/Quality Assurance 2.1 Field review of base maps for accuracy 2.2 Traffic Analysis review 2.3 Geotechnical review 2.4 Review design report 2.5 Review 85% plans, specs, and estimate 2.6 Review 100% plans, specs, and estimate Reimbursable expenses - see breakdown for details Task Total Work Element 3 - Mappin 3.1 Establish horizontal and vertical control 3.2 Field survey and note reduction 3.3 Prepare topo and DTM 3.4 Establish existing pavement s�rface and x sections 3.5 Locate utility paint marks 3.6 CB and MH measure downs 3.7 Supplemental field survey allowance 3.8 Provide 1"=100' mounted aerial 3.9 Supplemental survey for storm facilities 3.10 Survey utility potholes 3.11 Survey existing ground profile at walls Reimbursable expenses - see breakdown for details Task Total EXHIBIT E-1 KPG ♦ Ac-chitecture ♦ L�ndsc�pc Architccturc ♦ C����il Gnr�inccrin�, ♦ Labor Hour Estimate Total Fee Proj Engr Dsn engr Senior Project Senior LA LA Survey Engineer Manager Proj Surv Surveyor crew Tech Clerical Direct Overhead Profit Effective multiplier $ 64.90 $ 56.56 $ 41.00 $ 35.60 $ 50.65 $ 28.85 $ 22.35 Hours Labor Cost 145.78% 30% 2.7578 40 60 24 0 0 40 60 24 0 0 52 52 26 26 0 0 60 0 40 0 52 132 172 74 26 0 0 752 0 2 8 4 8 0 4 4 4 16 12 8 8 12 4 8 12 0 8 0 0 0 0 0 0 16 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 40 50 24 8 0 16 0 0 0 0 0 0 0 0 0 0 0 0 0 20 0 100 0 0 0 80 40 220 0 0 0 80 230 0 0 0 0 0 30 80 0 0 0 0 40 40 0 0 0 0 80 80 0 0 4 0 20 40 20 0 0 0 0 0 4 0 4 0 16 30 0 0 4 0 8 16 0 0 4 0 20 40 8 0 0 16 180 484 646 32 0 184 8,315 12,121 2,494 $ 22,930.00 164 7,868 11,469 2,360 $ 21,69727 208 9,470 13,805 2,841 $ 26,115.59 $ 400.00 556 25,652 37,395 7,696 $ 71,142.86 34 1,188 1,731 356 $ 3,274.94 12 712 1,038 214 $ 1,963.77 12 650 947 195 $ 1,792.13 36 2,045 2,981 614 $ 5,640.03 24 1,362 1,985 409 $ 3,755.90 20 1,198 1,746 359 $ 3,303.62 $ 50.00 138 7,154 10,430 2,146 $ 19,780.40 120 5,885 8,579 1,766 $ 16,229.65 340 15,847 23,102 4,754 $ 43,702.86 310 11,468 16,718 3,440 $ 31,626.45 110 5,120 7,464 1,536 $ 14,119.94 80 3,450 5,029 1,035 $ 9,514.41 160 6,900 10,059 2,070 $ 19,028.82 84 3,541 5,162 1,062 $ 9,766.03 4 115 168 35 $ 318.25 50 2,315 3,375 695 $ 6,385.24 28 1,321 1,926 396 $ 3,644.27 72 3,195 4,658 959 $ 8,811.28 $ 100.00 1,358 59,158 86,241 17,748 $ 163,247.20 City of Federal Way Page 1 of 7 KPG PHS HOV Lanes Ph V 6/18/2013 HOUR AND FEE ESTIMATE Project: City of Federal Way Pacific Highway South HOV Lanes, Phase V South 340th Street to S 359th Street Task Description Work Element 4- Utility Mapping 4.1 Coordinate field utlity locates 42 Request utlity company as builts 4.3 Prepare potholing plan/utility potholing coordination Reimbursable expenses - see breakdown for details Task Total Work Element 5- Traffic Analysis EXHIBIT E-1 KPG ♦ Architecturc ♦ Landscapc Architccwrc ♦ CYvil E-:n�inrrrin�. ♦ Labor Hour Estimate Total Fee Proj Engr Dsn engr Senior Project Senior LA LA Survey Engineer Manager Proj Surv Surveyor crew Tech Clerical Direct Overhead Profit Effective multiplier $ 64.90 $ 56.56 $ 41.00 $ 35.60 $ 50.65 $ 28.85 $ 22.35 Hours Labor Cost 145.78% 30% 2.7578 0 0 8 0 0 0 0 0 8 0 16 0 0 S 0 4 24 0 0 40 0 0 0 0 0 0 0 0 5.1 Evaluate 16th Avenue S intersection layouts 16 60 40 0 0 40 0 5.2 Prepare traffic analysis 4 24 40 0 0 60 0 5.3 Analysis of existing conditions 0 8 16 0 0 12 0 5.4 Analysis of future conditions 0 16 24 0 0 12 0 5.5 Prepare draft and final traffic analysis report 8 16 44 0 0 40 0 Reimbursable expenses - see breakdown for details Task Total Work Element 6 - Geotechnical 6.1 Reconnaissance and exploration planning 6.2 Initial Explorations and lab testing 6.3 Infiltration rate field exploration 6.3 Retaining wall feasibility assessment 6.4 Geotechnical engineering analysis 6.5 Geotechnical Report Reimbursable expenses - see breakdown for details Task Total 28 124 164 0 _ 0 164 0 0 0 4 0 0 8 2 0 0 0 0 0 0 0 0 2 4 0 0 4 2 2 4 0 0 0 8 2 0 0 0 0 0 0 0 0 4 4 0 0 4 2 2 10 12 0 0 24 8 8 328 478 98 $ 904.56 32 1,201 1,751 360 $ 3,311.79 68 2,364 3,447 709 $ 6,520.10 $ 12,000.00 108 3,893 5,675 1,168 $ 22,736.45 156 7,226 10,534 2,168 $ 19,927.86 128 4,988 7,272 1,496 $ 13,756.02 36 1,455 2,121 436 $ 4,011.72 52 2,235 3,258 671 $ 6,164.12 108 4,382 6,388 1,315 $ 12,085.12 $ 750.00 480 20,286 29,573 6,086 $ 56,694.84 14 440 641 132 $ 1,212.05 0 0 0 0 $ - 12 437 637 131 $ 1,205.77 16 632 921 189 $ 1,741.66 0 0 0 0 $ - 14 550 802 165 $ 1,517.73 $ 74,100.00 56 2.059 3.001 618 $ 79.777.21 City of Federal Way Page 2 of 7 KPG PHS HOV Lanes Ph V 6/18/2013 HOUR AND FEE ESTIMATE Project: City of Federal Way Pacific Highway South HOV Lanes, Phase V South 340th Street to S 359th Street Task Description Work Element 7- Design Report 7.1 Compile and review existing data 7.2 Evaluate property access alternatives 7.s Incorporate access alternative review comments 7.4 Develop 2 cross section / plan alternatives 7.5 Evaluate key intersection left turn/u turn impacts 7.6 Prepare landscape/urban design concepts 7.7 Review stormwater facilities, stds, and approach 7.8 Stormwater detention and WQ memorandum 7.9 Prepre draft TIR 7.10 Prepare and submit WSDOT chan plans 7.11 Prepare MEF document and ADA details 7.12 Prepare and submit WSDOT project analysis 7.13 Prepare and submit WSDOT signal permit at 344th 7.14 Prepare construction staging memo 7.15 Aerial utility preliminary design coordination 7.16 Prepare preliminary lighting layout and calcs 7.17 Develop retaining wall alternatives and recommendations 7.18 Prepare 30% Plans and opinion of cost 7.19 Analyze preliminary right of way requirements 720 Structural review of widening near structure 7.21 Prepare draft and final report 722 Assist with VE study Reimbursable expenses - see breakdown for details Task Total EXHIBIT E-1 KPG • Architccturc ♦ Landscapc Archi[ccturc ♦ C'ivil L-n��nccrin� ♦ Labor Hour Estimate Total Fee Proj Engr Dsn engr Senior Project Senior LA LA Survey Engineer Manager Proj Surv Surveyor crew Tech Clerical Direct Overhead Profit Effective multiplier $ 64.90 $ 56.56 $ 41.00 $ 35.60 $ 50.65 $ 28.85 $ 22.35 Hours Labor Cost 145.78% 30% 2.7578 0 4 0 16 0 4 4 0 0 4 8 4 0 4 8 0 2 8 0 4 8 4 4 8 4 24 8 8 40 16 24 16 16 8 8 8 16 16 4 24 4 8 16 24 8 0 0 40 16 0 60 24 48 24 0 16 8 0 8 40 8 40 8 0 40 S 8 40 8 80 40 40 24 8 32 80 24 40 16 0 40 40 16 60 16 8 40 16 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 8 40 16 80 24 40 40 8 32 120 24 16 8 0 24 24 8 80 24 16 40 16 4 0 0 0 0 0 4 4 4 4 0 4 2 4 8 0 0 8 0 0 16 8 82 304 396 676 0 688 70 32 92 28 240 88 92 172 60 140 248 72 88 42 16 104 120 38 220 52 36 160 76 '16 1,159 1,690 3,290 4,796 973 1,418 9,192 13,400 3,225 4,701 3,290 4,796 7,080 10,321 2,494 3,636 5,477 7,985 8,548 12,461 2,971 4,331 3,343 4,874 1,626 2,370 801 1,168 4,047 5,900 4,661 6,795 1,484 2,164 8,139 11,866 1,816 2,648 1,458 2,126 6,000 8,746 3,155 4,599 .231 122.792 348 $ 987 $ 292 $ 2,758 $ 967 $ 987 $ 2,124 $ 748 $ 1,643 $ 2,564 $ 891 $ 1,003 $ 488 $ 240 $ 1,214 $ 1,398 $ 445 $ 2,442 $ 545 $ 438 $ 1,800 $ 947 $ $ 3,196.95 9,073.38 2,682.35 25,349.26 8,893.57 9,073.38 19,524.67 6,877.84 15,105.13 23,573.56 8,193.31 9,219.55 4,483.02 2,210.32 11,161.81 12,855.10 4,093.79 22,446.95 5,008.83 4,02220 16,546.14 8,700.97 16,500.00 8,792.09 City of Federal Way Page 3 of 7 KPG PHS HOV Lanes Ph V 6/18/2013 HOUR AND FEE ESTIMATE EXHIBIT E-1 Project: City of Federal Way K P G Pacific Highway South HOV Lanes, Phase V ♦ Architecture ♦ South 340th Street to S 359th Street �_a�a��a�� Archi[cctun Task Description ♦ Civil Ln�,inccring ♦ Labor Hour Estimate Total Fee Proj Engr Dsn engr Senior Project Senior LA LA Survey Engineer Manager Proj Surv Surveyor crew Tech Clerical Direct Overhead Profit Effective multiplier $ 64.90 $ 56.56 $ 41.00 $ 35.60 $ 50.65 $ 28.85 $ 22.35 Hours Labor Cost 145.78% 30% 2.7578 Work Element 8 - Environmental 8.1 ECS / Documented CE 0 82 BA and EFH 0 8.3 Cultural Resources Investigation 0 8.4 Air Quality Analysis 0 8.5 Noise Analysis 0 8.6 Wetland Reconnaisance 0 8.7 Environmental permits 0 Reimbursable expenses - see breakdown for details Task Total 0 Work Element 9- Property Transfer Site Assessments 9.1 Corridor wide alignment screening 2 Reimbursable expenses - see breakdown for details Task Total 2 Work Element 10 - Community and Agency Coordination 10.1 Agency Coordination meetings and minutes (6 mtgs) 12 10.2 Utility coordination meetings (2 mtgs) 4 10.3 Community/Council meetings (3 mtgs) 12 10 4 Meeting exhibits and 5 one on one property owner mtgs 8 Reimbursable expenses - see breakdown for details Task Total 36 2 2 4 0 0 2 2 12 4 4 16 8 24 16 64 8 8 0 4 4 4 4 32 0 0 12 8 24 16 60 0 0 0 0 0 0 0 0 0 0 0 0 0 24 24 0 0 0 0 0 16 0 16 0 0 0 0 0 0 0 4 4 4 4 4 8 4 32 8 8 24 4 0 40 68 0 0 0 0 0 0 0 0 2 2 6 2 0 16 24 14 557 811 14 557 811 8 342 498 8 279 407 8 279 407 30 1, 318 1,922 10 393 572 92 3,724 5,429 16 632 921 16 632 921 70 3,002 4,377 26 1,200 1, 750 60 3,120 4,549 120 4,446 6,482 276 11,769 17,157 167 $ 1,534.77 167 $ 1,534.77 102 $ 942.17 84 $ 770.53 84 $ 770.53 395 $ 3,635.66 118 $ 1,082.49 $ 71,050.00 1,117 $ 81,320.93 189 $ 1,741.66 $ 12,150.00 189 $ 13,891.66 901 $ 8,279.63 360 $ 3,309.86 936 $ 8,605.00 1,334 $ 12,261.62 $ 600.00 ,531 $ 33,056.11 City of Federal Way Page 4 of 7 KPG PHS HOV Lanes Ph V 6/18/2013 HOUR AND FEE ESTIMATE Project: City of Federal Way Pacific Highway South HOV Lanes, Phase V South 340th Street to S 359th Street Task Description Work Element 11 - Right of Way Calculations 11.1 Research Records 11.2 Determine and order title reports (est 40 parcels) 11.3 Calculation for R/W 11.4 Prepare and submit R/W Plans to WSDOT 11.5 Prepare true cost estimate 11.6 Prepare deed take legals and exhibits (40 parcels) 11.7 Prepare easement legals and exhibits (20 parcels) 11.8 Calculate R/W for rights of entry (50) 11.9 Field locate proposed and existing R/W (40 parcels) ReYmbursable exoenses - see breakdown ior details Task Total Work Element 12 - Right of Way Appraisals 12.1 Long form appraisals and appraisal reviews (40) 12.2 Prepare conceptual parking studies (20 parcels) Reimbursable expenses - see breakdown for details Task Total Work Element 13 - Right of Way Negotiation 13.1 Review title, legals, appraisals ior inconsistencies 13.1 Review and Assemble Parcel Files 13.2 Secure ownership info for temp access rights 13.3 Acquisition / negotiation services (40 parcels) 13.4 Prepare parcel files 13.5 Negotiate with each owner 13.6 Submit completed file to City for payment and filing 13.7 Negotiate up to 10 rights of entries 13.8 Coordination of right of way activities/on line posting 13.9 Parcel design modifications, 2 ea for 40 parcels Reimbursable expenses - see breakdown for details Task Total EXHIBIT E-1 KPG ♦ Architecturc ♦ Landsc.apc Architccture ♦ C_�ivil En�,inrcrin�, ♦ Labor Hour Estimate Total Fee Proj Engr Dsn engr Senior Project Senior LA LA Survey Engineer Manager Proj Surv Surveyor crew Tech Clerical Direct Overhead Profit Effective multiplier $ 64.90 $ 56.56 $ 41.00 $ 35.60 $ 50.65 $ 28.85 $ 22.35 Hours Labor Cost 145.78% 30% 2.7578 0 0 80 0 0 0 0 0 8 0 0 0 0 0 40 180 0 0 0 2C 40 320 0 0 0 4 0 32 0 0 0 40 0 200 0 0 0 20 0 80 0 0 0 0 0 25 0 0 0 0 0 8 40 0 0 8 0 0 0 0 0 0 0 0 84 168 845 40 0 8 0 4 8 0 0 8 8 8 20 0 80 0 40 0 8 24 8 80 0 48 8 4 8 8 0 0 0 0 0 0 4 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 24 0 0 0 0 0 8 0 0 0 0 0 0 0 8 0 0 0 0 0 24 40 0 0 0 0 4 8 0 80 0 40 0 8 48 84 80 0 40 0 City of Federal Way Page 5 of 7 PHS HOV Lanes Ph V 80 3,280 4,782 984 $ 9,045.58 16 507 739 152 $ 1,397.65 220 8,048 11,732 2,414 $ 22,194.77 380 14,163 20,647 4,249 $ 39,059.27 36 1,365 1,991 410 $ 3,765.61 240 9,382 13,678 2,815 $ 25,874.78 100 3,979 5,801 1,194 $ 10,973.84 25 890 1,297 267 $ 2,454.44 48 2,311 3,369 693 $ 6,372.72 $ 400.00 1,145 43,926 64,035 13,178 $ 121,538.68 28 964 1,405 289 $ 2,658.08 148 5,652 8,240 1,696 $ 15,588.19 $ 180,350.00 176 6,616 9,645 1,985 $ 198,596.27 20 1,040 1,516 312 $ 2,868.33 4 164 239 49 $ 452.28 0 0 0 0 $ - 0 0 0 0 $ - 0 0 0 0 $ - 24 984 1,434 295 $ 2,713.68 8 452 660 136 $ 1,247.85 8 328 478 98 $ 904.56 64 2,997 4,370 899 $ 8,266.34 132 4,714 6,872 1,414 $ 13,000.49 $ 276,860.00 260 10,680 15,569 3,204 $ 306,313.52 KPG 6/18/2013 HOUR AND FEE ESTIMATE Project: City of Federal Way Pacific Highway South HOV Lanes, Phase V South 340th Streetto S 359th Street Task Description Work Element 14 - Final Desi 14.1 Title/Index Sheet 14.2 Notes/Legends/Abbreviations sheet 14.3 Construction staging plans 14.4 Roadway typical sections 14.5 Paving details 14.6 Survey control plans 14.7 Site prep/TESC plans 14.8 Alignment, paving, and grading plans 14.9 Roadway profiles for Pac Hwy and side streets 14.10 Private driveway plan and profiles 14.11 Channelization and signing plans 14.12 Drainage details 14.13 Drainage Plan and Profiles 14.14 Finalize TIR 14.15 Traffic Signal plans 14.16 Landscape and Irrigation Plans 14.17 Roadway illumination and electrical plans 14.18 Joint Utility trench details 14.19 Undergrounding coordination/utility standard plans 1420 Retaining wall plans 14.21 Retaining wall profiles 1422 Retaining wall details 1423 Finalize MEF document and ADA details 1424 85%, 100% QTO and cost opinions 1425 85%, 100% Specifications Reimbursable expenses - see breakdown for details Task Total EXHIBIT E-1 Labor Hour Estimate Proj Engr Dsn engr Senior Project Senior LA LA Survey Engineer Manager Proj Surv Surveyor crew Tech Clerical Direct Overhead $ 64.90 $ 56.56 $ 41.00 $ 35.60 $ 50.65 $ 28.85 $ 22.35 Hours Labor Cost 145.78% 0 0 8 0 0 0 8 8 8 0 0 8 16 2 0 4 16 0 16 4 4 0 4 8 16 0 2 16 0 0 0 40 40 24 8 4 24 60 16 40 24 100 8 24 8 0 0 8 24 40 0 0 16 16 8 24 60 120 80 24 16 120 80 40 160 60 160 24 40 16 16 0 0 40 80 0 0 48 24 16 0 140 160 120 100 60 40 360 0 180 280 240 60 0 24 40 40 16 60 60 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 8 8 48 40 24 8 120 200 160 80 100 100 320 24 280 260 280 80 24 40 40 40 24 80 40 0 0 0 0 0 0 0 0 0 0 0 0 0 8 0 0 0 0 0 0 0 0 0 0 40 130 510 1200 2068 0 2428 48 8 231 336 10 344 501 136 5,174 7,542 80 2,664 3,884 48 1,590 2,318 32 1,215 1,771 368 13,688 19,954 528 19,168 27,943 392 14,045 20,474 212 7,304 10,648 180 5,903 8,606 292 11,106 16,190 836 29,760 43,384 90 3,546 5,169 660 23,308 33,979 628 21,546 31,410 796 29,876 43,554 172 5,880 8,573 104 4,728 6,893 92 3,376 4,922 100 3,494 5,093 80 2,578 3,758 52 1,974 2,878 212 7,961 11,605 276 10,765 15,693 384 231.224 337,078 KPG ♦ Architccture ♦ L.andscape ArcFiitccturc � C�vil L:ng,inc�cting ♦ Total Fee Profit Effective multiplier 30% 2.7578 69 $ 103 $ 1,552 $ 799 $ 477 $ 364 $ 4,106 $ 5,750 $ 4,213 $ 2,191 $ 1,771 $ 3,332 $ 8,928 $ 1,064 $ 6,993 $ 6,464 $ 8,963 $ 1,764 $ 1,418 $ 1,013 $ 1,048 $ 773 $ 592 $ 2,388 $ 3,229 $ 636.50 948.46 14,268.20 7, 347.88 4, 384.90 3,350.18 37,747.66 52,860.41 38,732.31 20,144.29 16,279.96 30,627.13 82,072.13 9,779.05 64,279.91 59,419.67 82,393.14 16,217.19 13,039.54 9, 311.66 9,634.65 7,109.61 5,444.12 21,953.85 29,687.17 72.000.00 City of Federal Way Page 6 of 7 KPG PHS HOV Lanes Ph V 6/18/2013 HOUR AND FEE ESTIMATE EXHIBIT E-1 Project: City of Federal Way K P G Pacific Highway South HOV Lanes, Phase V ♦ Architccturc ♦ South 340th Street to S 359th Street �a�d,�a�� c.��n�t���u« ♦ Civil t.�:n�,in��nn�, ♦ Labor Hour Estimate Total Fee Proj Engr Dsn engr Senior Project Senior LA LA Survey Task Description Engineer Manager Proj Surv Surveyor crew Tech Clerical Direct Overhead Profit Effective multiplier $ 64.90 $ 56.56 $ 41.00 $ 35.60 $ 50.65 $ 28.85 $ 22.35 Hours Labor Cost 145.78% 30% 2.7578 Work Element 15 - Plan Production 15.1 Assemble submittals for 85%, 100% PSE 0 0 0 32 0 40 16 88 2,651 3,864 795 $ 7,310.38 15.2 Assemble Bid Documents and provide final printing 2 4 4 16 0 16 8 50 1,730 2,522 519 $ 4,771.10 Reimbursable expenses - see breakdown for details $ 17,500.00 Task Total 2 4 4 48 0 56 24 138 4,381 6,386 1,314 $ 29,581.48 Work Element 16 - Assistance During Bidding 16.1 Prepare Addenda and respond ro questions 2 4 8 8 0 16 4 42 1,520 2,216 456 $ 4,191.41 16.2 Attend Bid Opening 0 0 0 0 0 0 0 0 0 0 0$ - 16.3 Evaluate Bids and prepare bid tabulation 2 4 8 0 0 0 0 14 684 997 205 $ 1,886.45 16.4 Provide recommendation for award 2 4 0 0 0 0 2 8 401 584 120 $ 1,105.16 Reimbursable expenses - see breakdown for details $ 3,050.00 Task Total 6 12 16 8 0 16 6 64 2,605 3,797 781 $ 10,233.02 TOTAL HOURS AND TOTAL ESTIMATED FEE 476 1438 2422 4347 702 3620 350 13463 517990 755126 155396.94 $ 2,166,372.27 City of Federal Way Page 7 of 7 KPG PHS HOV Lanes Ph V 6/18/2013 EXHIBIT E-1 HOUR AND FEE ESTIMATE Project: City of Federal Way Pacific Highway South HOV Lanes, Phase V South 340th Streetto S 359th Street Reimbursable Breakdown KFG ♦ Architecture ♦ Landacape Architacture ♦ Civil Enginearing ♦ Work Element 1- Project Management _ _ _ _ _ __ __ . _ __ __ __ . _ __ Mileage $ 200.00 . __ _ . . _ _ . __ Reproduction $ 200.00 Task 1 - Total $ 400.00 Work Element 2- Quality Control/Quality Assurance . _ _ . _ _ __ _ __ _ __ _ _ _ _ _ _ _ _ __ Mileage $ 50.00 _ _ _ . _ __ _ __ _ _ _ _. _ Reproduction $ - Task 2- Total E 50.00 Work Element 3 - Mapping _ _ _ _ __ _ _ _ _ _ _ Mileage $ - . ._ . . _ Reproduction _ _ . __ . $ _ . _ . _ ._ _ _ _ _ Aerial Map/mounting $ 100.00 Task 3- Total S 100.00 Work Element 4- Utility Mapping _ _ _ _. _ . _ _ __ _ _ _ _ _ __ _ _ _ _ __ Mileage $ - _- ___ _ _ ___ ____ _ __ Reproduction . _ _ . _ _ . _._ $ _ - _ _ . __ _ _ _ _ _ _ _--_ __ CNI - Field Utility locates $ 12,000.00 Task 4- Total S 12,000.00 City of Federal Way Page 1 of 4 KPG PHS HOV Lanes Ph V 6/18/2013 EXHiBIT E-1 HOUR AND FEE ESTIMATE Project: City of Federal Way Pacific Highway South HOV Lanes, Phase V South 340th Street to S 359th Street Reimbursable Breakdown KPG ♦ Architecture ♦ Landecapo Architeoture ♦ Civil Engineoring ♦ Work Element 5- Traffic Analysis Report . _ . _ _ _ _ _ __ . _ __ _ Mileage _ $ 50.00 _ Reproduction _ . _ _ __ _ _ $ 300.00 _ _ __. _ _ . _ ._ _ _ _ _ __ _ _ _ _ Traffic Counts - S 344th at PHS 4 hour Saturday count $ 400.00 Task 5 - Total $ 750.00 Work Element 6- Geotechnical Report _ __ _ _ _ _ _ _ Mileage _ _ $ - __ _ . . Reproduction $ - . _ _ __ _ __ _ _ _ _ . Landau Associates - Geotechnical Investigations $ 74,100.00 Task 6- Total S 74,100.00 Work Element 7- Design Report _ __ _ . . __ . _ _ _ .__ _ _ _ _ . Mileage _ . $ 500.00 _ _ _ _ _ _ _ _ -- __ _ . _ Reproduction $ 1,000.00 _ _._ . _ _ __ _ _ _ Bright - Preliminary structural wall and building analysis $ 15,000.00 Task 7- Total S 16,500.00 Work Element 8 - Environmental __ _ _ Mileage _ _ _ _ _ _ _ _ _ _ _ _ $ _ . _ _ _ _ Reproduction $ 50.00 _ . . . _ _ _ . Widener-Environmental $ 71,000.00 Task 8 - Total � 71,050.00 City of Federal Way Page 2 of 4 KPG PHS HOV Lanes Ph V 6/18/2013 EXHIBIT E-1 HOUR AND FEE ESTIMATE Project: City of Federal Way Pacific Highway South HOV Lanes, Phase V South 340th Streetto S 359th Street Reimbursable Breakdown KFC� ♦ Architecture ♦ Landacape Architocture ♦ Civil Engineering ♦ Work Element 9- Property Transfer Site Assessments _ _ _ _ _ _ __ _ . . Mileage $ 50.00 _ _ .__ __ _. .. _ _ _ _ _ ._ _ . _ _ Reproduction $ 100.00 _ __ _ .. __ _ _ _ _ _ _ _ Widener - Corridor screening $ 12,000.00 Task 9- Total E 12,150.00 Work Element 10 - Community and Agency Coordination _ . _ . _ _ _ _ __ _ _ _ _ _ Mileage $ 100.00 _ _ __ _ _ _ _.. . _ _ _ . _ Reproduction $ 500.00 Task 10 - Total ; 600.00 Work Element 11 - Right of Way Calculations __ . . _ ._ _ _ _ _ _ _ __ _ _ . __ _ . __ Mileage $ - _ _ _ __ . _ .. _ _ _ __ _ __ Reproduction $ 400.00 Task 11 - Total S 400.00 Work Element 12 - Right of Way Appraisals . _ _ _ _. _ _ _ . . __ __ _ _ _ . _ Mileage $ 100.00 . . _ _ __ _ . _ ._ _ . Reproduction $ 250.00 . _ _ _ _ _ Appraisal allowance - 40 appraisals @$3500 $ 140,000.00 . __ _ _ Review appraisal allowance - 40 review appraisals @$1000 $ 40,000.00 Task 12 - Total S 180,350.00 City of Federal Way Page 3 of 4 KPG PHS HOV Lanes Ph V 6h 8/2013 EXHIBIT E-1 HOUR AND FEE ESTIMATE Project: City of Federal Way Pacific Highway South HOV Lanes, Phase V South 340th Street to S 359th Street Reimbursable Breakdown KI"G ♦ Archiucture ♦ I.andecape Architecture ♦ Civil Enginearing ♦ Work Element 13 - Right of Way Negotiation _ __ _ _ _ _ . _ _ _ _ _ . _ ___ _ . Mileage $ 100.00 __ _ _ _ _ __ _ __ __ - _ __ _ _ Reproduction $ 250.00 __ _ _ __ _. _ _ _ __ _ _ _ __ _ __ _ _ Certified Land Services - Negotiations and Acquisitions $ 276,510.00 Task 73 - Total ; 276,860.00 Work Element 14 - Final Design . _ _ _. _ _ Mileage $ 500.00 _ _ _ _ _ _. ._ __ Reproduction $ 1,500.00 _ _ . _ ._ . _. __ _ Bright - Structural Wall Design $ 5Q000.00 __ _ _ __. _ . _ _ _ _ _ _ _ _ _ Casne Engineering - Electrical Service Design (15 parcels) $ 20,000.00 Task 14 - Total $ 72,000.00 Work Element 15 - Plan Production . _ _ . . . _ __ _ _ Mileage $ _ _ _ . _ . ___ . ._ . . _ _ _ . _ _ Reproduction $ 17,500.00 Task 15 - Total ; 17,500.00 Work Element 16 - Assistance During Bidding __ __ _ _ _ _ _ Mileage $ - _ _ _ _ _ __ _ _ __ . . _ . __ _ _ __ __ Reproduction $ 50.00 . __ . _ _ Subconsultant support $ 3,000.00 Task 16 - Total ; 3,050.00 Reimbursable Subtotal Admi�istrative fees on reimbursabtes (0%) TOTAL REIMBURSABLES $ 737,860.00 $ - 737,860.00 City of Federal Way Page 4 of 4 KPG PHS HOV Lanes Ph V 6/18/2013 EXHIBIT F �► �Washington State Department of Transportation Paula J. Hammond, P.E. Secretary of Transportation August 10, 2012 Susan Rowe KPG, Inc. 753 9�' Ave N Seattle WA, 98109 Re: KPG, Inc. Overhead Schedule Fiscal Year End December 31, 2011 Deax Ms. Rowe: Transportation Buildiny 310 Maple Park Avenue S.E. P.O. Box 47300 Olympia, WA 98504-7300 360-705-7000 TTY: 1-500-833-6388 www.wsdot.wa.gov We have completed a desk review of your overhead schedule for the above referenced fiscal year. Our review included the documentation provided by KPG, Inc. The reviewed data included, but was not limited to; the schedule of the indirect cost rate, a description of the company, basis of accounting and description of KPG, Inc. accounting system and the basis of indirect costs. Based on our work, we are issuing this letter of review establishing KPG, Inc. overhead rate for the fiscal year ending December 31, 2011 at 145.7$%�(rate includes Facilities Cost of Capital) of direct labor. Costs billed to actual agreements will still be subject to audit of actual costs. Please check with the WSDOT Consultant Services Office (HQ) and/or the WSDOT Area Consultant Liaison to determine when this reviewed rate will be applicable to your WSDOT agreenieni(s). Also, remember that when you provide next year's overhead schedule to our office, you will also need to submit either your internally prepared Compensation Analysis for our review, or use the Nationad Compensation Matrix (NCM) format to prepare your alternate analysis and we will review that. The NCM is a tool that establishes compensation amounts presumed reasonable for certain executive positions. The Compensation Analysis and NCM are described further in the AASHTO Audit Guide, Chapter 7. We will need your Gompensation Analysis, or alternative analysis based on use of the NCM, in order to complete our review of your overhead schedule. Ms. Rowe August 10, 2012 Page 2 If you, or any representatives of KPG, Inc. have any questions, please contact Martha Roach, Jeri Sivertson, or Steve McKerney at (360)705-7003. Sincerely, �'�lQ�c�—_ Martha S. Roach Agreement Compliance Audit Manager MR:ds Enclosures cc: Steve McKerney, Director of Internal Audit Jeri Sivertson, Assistant Director of Internal Audit Larry Schofield, MS 47323 File KPG, Inc. 2011 Overhead Schedule For FY Ending December 31st, 2011 Financial Statement Accepted Description Amount KPG Adj. �'�'�DOT Adj. Ref. Amount % Direct Labor Fringe Benefits: Vacation, Sick, & Holiday Payroll Taxes Health Insurance '�Vorkers' Comp. Insurance Holiday Bonus Profit Sharing (401-k) Total Fringe Beneflts General Overhead: Indirect Labor Bid & Proposal Labor Accounting & Legal Automobile Bank Charge Donations Conferences Organizations Publications Employee Services Interest Licenses � Meals IT - Computer IT - Telephone IT - Training Office Supplies Payroll Services Postage & Delivery Printing Recruiting Costs Rent Repairs & Maintenance Shareholder Buyout Survey Taxes & Insurance Travel Utilities Depreciation Total General Overhead Total Overhead Costs Overhead Rate (Less FCC) $2,$17,914 $3,600 Q $2,821,514 100.00% $556,434 252,650 131,345 466,347 19,953 6,100 (6,100) �3,279 $1,374,762 $0 $125,245 $1,155,440 ($5,139) ($140,386) 318,208 31,829 (12,475} 8,400 90,792 (29,081) (28,118) 6 2,350 (2,350) 16,493 (2,680) 22,259 (78) 5,027 52,297 (52,291) 6,365 (6,365) 7,804 42,499 (42,499) 121,894 ioi,s9s �i,oss> is,�38 15,986 52,745 6,653 3,274 4,002 311 547,488 (270,214) (32,006) 60,173 94,086 (18,650) (75,436) 46,150 405,108 (20,968) 8,396 (8,396) 36,211 146,b22 (88,959) $3,402,361 ($508,904) ($304,105) $4,77'7123 ($508,904) ($178,860) 169.53% 151.47% Page 1 Q M A,N F, T B, O J D,J,L E P G H D,Q K, R G,S C H I $556,434 19.72% 383,995 13.61% 466,347 16.53% 19,953 0.71% 0 0.00% 73,279 2.60% $1,500,007 53.16% $1,009,915 35.79% 318,208 11.28% 27,754 0.98% 33,593 1.19% 6 0.00% 0 0.00% 13,813 0.49% 22,181 0.79% 5,027 0.18% (0) 0.00% 0 0.00% 7,804 0.28% 0 0.00% 121,894 432°/a 116,577 . 4.13% 15,986 0.57% 52,745 1.87% 6,653 0.24% 3,274 0.12% 4,002 0.14% 311 0.0t% 245,272 8.69% 60,173 2.13% 0 0.00% 46,150 1.64% 384,140 13.61% (0) O.QO% 36,211 1.28% 57,663 2.04% $2,589,352 91.77% �— $4,089,359 144.93% 144.93% KPG, Inc. 2011 Overhead Schedule For FY Ending December 31st, 2011 Financial Statement Accepted Amount KPG Ad WSDOT Adj. Ref. Amount % Description _____J• � ,, - Facilities Cost of Capital Overhead Rate (Includes FCC) KPG Corp - Reviewed & Accepted 8/10/2012, MJP "Overhead Rate still subject to WSDOT Audit" References KPG Adjustments: A1 Overtime premium unallowable $486 per 48 CFR 22.103-1, 22.103-4(g) A2 Severance pay unallowable $4,653 B Mixed use auto allowances ? 1/2 of $58,161 per 48 CFR 31.205-6 (m) (2) and 31.205-46 (d) C Key person life insurance unallowable $20,968 per 48 CFR 3I.205-19(e)(2)(v). D1 Advertising unallowable (1/2 page ad) $225 per CFR 31.205-1 D2 Advertising unallowable (yellow pages) $1,055 per CFR 31.205-1 E Lobbying unallowable $78 per CFR 31.205-22 F Tax preparation fees unallowable $12,475 per 48 CFR 31.205-41 (b) (1), 31.201-6 (a), S-Corp Gl Interest unallowable $6,365 per 48 CFR 31.205-20. G2 Interest unallowable $18,650 per 48 CFR 31.205-20. H1 Inadequate supporting documentation unallowable (meals) $42,494 H2 Inadequate supporting documentation unallowable (travel) $8,396 I Accelerated depreciation unallowabte $88,959 JI Donations Unallowable $2,350 J2 Donations Unallowable $560 K Common Control Rent adjustment $270,210 L Entertainment unallowable (golfl $1,895 $23?756 0.84% $4,113,115 145.78% WSDOT Adjustments: M Bonus is not performance based all employees revived $100 Holiday gift, 48 CFR 31.205-6 ( fl, AASHTO Chp 7.12 N Two Employee's received $50,000 each of unallowable distributions, payment for Gym, $2,609 is unallowable 48 CFR 31.205-13 (c), medical payment already in fringe benefits $38,263,WSDOT overhead policy expired with OH's for 2009 (see ref A 1) $486 now allowable. O Personal use of Auto's unallowable removed 63% of all Auto accounts, per mileage log provided by firm, 48 CFR 31.205-46 (d) P Entertainment, Gifts, Dinners and Gym meinbership is unallowable 48 CFR 31.205-13 (b), 31.205=14, Q Improper calculation, firm missed $15,738 indirect expense and $3,600 of direct labor, taxes in addition to FICA not expensed in the amount of $131_,345 R$32,006 of sub-leased rent received, 48 CFR 31.201-5 S Organization cost of shareholder buyout is unallowable 48 CFR 31.205-6 (i) & 31.205-27 T WSDOT Overhead policy expired with 2009 Overhead, see Ref F, $8,400 tax Prep fee's allowable, $4,075�of S-Corp personal tax Prep still unallowable Page 2 EXHIBIT G Subcontract Work/Fee Determination CivI - By Invoice- no contract Work Element 4, Utility Locates. Total Budget is $12,000 as shown in the Budget summary and Expenses sections of Exhibit E. All Traffic Data By Invoice - no contract Work Element 5, Traffic Counts. Total Budget is $400 as shown in the Budget summary and Expenses sections of Exhibit E. Landau and Associates Work Element 6, Geotechnical. Total Budget is $74,100 as shown in the Budget summary and Expenses secrions of Exhibit E. Bright Engineering, Inc. Work Element 7, Preliminary structural wall and building analysis Total Budget is $15,U00 as shown in the Budget summary and Expenses sections of Exhibit E. Widener and Associates Work Element 8, Environxnental. Total Budget is $71,000 as shown in the Budget summary and Expenses sections of Exhibit E. Widener and Associates Work Element 9, Property Transfer Site Assessments- Corridor Screening Total Budget is $12,000 as shown in the Budget summary and Expenses sections of Exhibit E. Appraisal Firxn - To be Determined Work Element 12, Right of Way Appraisals. Total Budget is $140,000 as shown in the Budget summary and Expenses sections of Exhibit E Review Appraisal Firm - To be Determined Work Element 12, Right of Way Review Appraisals. Total Budget is $40,000 as shown in the Budget summary and Expenses sections of Exhibit E Certified Land Services Work Element 13, Negotiations and acquisitions. Total Budget is $276,510 as shown in the Budget summary and Expenses sections of Exhibit E. Bright Engineering, Inc. Work Element 14, Shuctural Wall Design Total Budget is $50,000 as shown in the Budget summary and Expenses sections of Exhibit E. Casne Engineering, Inc. Work Element 14, Electrical service design. Total Budget is $20,000 as shown in the Budget summary and Expenses sections of Exhibit E. EXHIBIT G1 G2 Br�ght Eng�neer�ng �nC. Consulting Siructural and Civil Engineering 1 1809 7th Avenue, Suite 1100 � Seattle, Washington 9 81 0 1-1 851 � phone: 206.625.3777 � fax: 206.625.1851 � info@brighteng.a ciiem: KPG attn: Nelson Davis, PE aadress: 753 9th Avenue Norfh Seattle, WA 98109 Project Federal Way Street Improvements Job No.: ESTIMATE OF LABOR AND EXPENSE oate: Mpy 2, 2013 �ocarton: Federal Way, WA BEI Ref. No.: 138.25 Labor Project Skuctural Dxument Labor Deacripffons Engineer Engineer CADD Prxeaaing Total p PACIFIC HIGHWAY S- 5340 fo S 359 q,l East Side Of 16th Ave S and S 344th - Prelim. Design Feasibility of Cut Wall Adjacent to Bldgs - Wall Type and a Bldg Modification Recommendation 32 $ � b Building Modification Cost Estimate 8 $ c Building Protection during Conshuction 8 $ d Building Protection Cost Estimate 8 8 A.2 South of S 348th - Prelim. Design Evaluation of Alternative Wall Types and their impacts a on ROW 16 6 22 A.3 Final Design - PSBE a Design of b00ft cut wall Adjacent to Rink 8 120 16 144 __ - . _ _ __ _ _ _ __ _ _. Design of Building Underpinning, if necessary (Does not b include efforts for Bldg. Modification) 16 40 8 64 Assist with Specs to monitor Ground Settlement during c Construction 12 12 d Design of SOOft cut Wall south of S 348th 16 60 16 92 Total Labor Hours 108 236 54 398 Billing Rate $199.05 $169.18 $84.50 LaborSubtotals $21,497.40 $39,926.48 $4,563.00 $ 65,986.88 Total Labor AmouM $ 65,986.88 Expenses In-House Expenses UnH Unif Cost Qfy Direcf Cost Totah Mileage Miles $0.57 $ - Submittal Vellum Plots Sheet $8.00 $ - Photocopies Sheet $0.10 $ - Check Prints Sheet $1.00 $ - Total In-House Expense $ Total Estimate of Labor & Expense $ 65,986.88 Estimnte oJ Labor and h,irpense BEI Form 700 EXHIBIT G3 ��mig�t �nginee�ring, nc. June 7, 2013 KPG, Inc. Attn: Nelson Davis 753 9�' Avenue North Seattle, WA 98109 , RE: Statement of Negotiated Rates KC Contract #E00269E 12 Federal Way Street Improvements Consulting Structural and Civil Engineering BEI# 138.25 This letter is to conium that Bright Engineering, Inc. does not have an audited overhead rate and that we contract for services based on a negotiated hourly rate that includes direct salary, overhead and fee. The rates below are the lowest rates charged to our preferred customers, and are approved by King County for their projects. These rates are valid from the date of this letter until 12/31/2013. Classification Hourly Rate Project Manager $ 194.69 Senior Project Engineer $ 165.47 CADD $ 86.62 All travel beyond thirty (30) miles of our office will be billed per the Washington State Departrnent of Transportation Travel Regulation. Travel and expenses will not be billed on this project. All sub- consultant costs and direct reimbursements will be at cost with no mark-ups. Sincerely, � Ade Bright, PE, SE 1809 7'^ Avenue, Suite 1100 I Seattle, WA 981 01-1 381 � phone: 206.625.3777 � fax: 206.625.1851 � infoQbrighteng.com EXHIBIT G2 6/14/2013 C CASNE ENG/NEER/NG, INC. Electrical and Technology Consultants Casne Engineering Billing Rates Billing rates are based on a 3.2 Direct Salary multiplier (2.92 Overhead + 0.28 Fee) rounded to the nearest dollar. CASNE ENGINEERING INC. Overhead Calculation DIRECT PROJECT LABOR DIRECT LABOR OVERHEAD VACATION HOLIDAYS SICK LEAVE PAYROLL TAXES MEDICAL INSURANCE INCENTIVE BONUSES BENEFIT PLAN CONTRIBUTION SUB-TOTAL DIRECT LABOR OH ADMIN. NON-PROJECT OVERHEAD ADVERTISING AUTO-OPERATING COSTS BAD DEBTS BANK CHARGES BENEFIT PLAN EXPENSE BUSINESS MEETING, MEALS CLIENT RELATIONS COMPUTER SERVICES/SUPPLIES CONTRIBUTIONS DEPRECIATION ENGR DRAFTING SUPPLIES EMPLOYEE EDUCATION EMPLOYEE RELATIONS ENTERTAINMENT EQUIPMENT LEASES EXCISE TAXES INSURANCE INTEREST LEGAL, ACCOUNTING LICENSE AND OTHER TAXES MARKETING OFFICE SUPPLIES & IMPROVEMENTS PERSONNELRECRUITMENT PHOTOGRAPHY PROFESSIONAL DUES AND LICENSES PROFESSIONAL SERVICES POSTAGE, DELIVERY PROMOTIONAL PUBLICATIONS, SUBSCRIPTIONS RENT REPAIRS, MAINTENANCE REPRODUCTION, PRINTING TEMPORARY SERVICES TELEPHONE/UTILITIES TRAINING TRAVEL-MEALS TRAVEL-MIIEAGE, PARKING TRAVEL-FARES, LODGING SUB-TOTAL G & A OVERHEAD EXHIBIT G3 2012 2012 Unallowed cost� 2,424,413.35 153,847.55 105,680.72 46,687.25 314,675.70 154,582.33 1,313,472.60 421.915.69 455,074.15 2,101.84 372.52 30,887.30 2,109.33 16,383.25 31,120.75 421.68 102,612.07 5,120.00 42,538.39 32,535.45 243.95 11,226.87 0.00 6,601.27 181,381.42 94,748.72 603.21 26,779.64 14,920.41 860.00 32,288.20 14,894.85 0.00 10,060.23 3,500.00 5,182.76 5,703.51 3,068.07 235,319.22 3,693.32 4,739.70 0.00 74,364.03 9,660.50 664.33 21,413.02 17,953.89 1,501,147.85 Reference Per FAR Section 31-20 Per FAR Section 31-20 Per FAR Section 31-20 Per FAR Section 31-20 Per FAR Sec6on 31-20 Per FAR Section 31-20 Per FAR Section 31-20 Per FAR Section 31-20 (2,101.84) Per FAR Section 31.20 Per FAR Section 31.20 (30,887.30) Per FAR Section 31.20 Per FAR Sec6on 31-20 Per FAR Section 31-20 Per FAR Section 31-20 Per FAR Section 31-20 Per FAR Sec6on 31.20 (5,120.00) Per FAR Section 31.20 Per FAR Section 31-20 Per FAR Section 31-20 Per FAR Section 31.20 Per FAR Section 31.20 0.00 Per FAR Section 31.20 Per FAR Section 31.20 Per FAR Section 3120 Per FAR Section 31-20 (603.21) Per FAR Section 31.20 Per FAR Section 31.20 Per FAR Section 3120 Per FAR Section 31.20 Per FAR Section 31-20 Per FAR Section 31.20 Per FAR Section 31-20 Per FAR SecGon 31.20 Per FAR Section 31.20 Per FAR Section 31.20 Per FAR Section 31.20 Per FAR Section 31.20 Per FAR Section 31.20 Per FAR Section 31.20 Per FAR Section 31-20 Per FAR Section 31.20 Per FAR Section 31.20 Per FAR Section 31.20 Per FAR Section 31.20 Per FAR Section 31.20 Per FAR Section 31.20 2012 2,424,413.35 153,847.55 105,680.72 46,687.25 314,675.70 154,582.33 1,313,472.60 421,915.69 2,510,861.84 455,074.15 0.00 372.52 0.00 2,109.33 16,383.25 31,120.75 421.68 102,612.07 0.00 42,538.39 32,535.45 243.95 11,226.87 0.00 6,601.27 181,381.42 94,748.72 0.00 26,779.64 14,920.41 860.00 32,288.20 14,894.85 0.00 10,060.23 3,500.00 5,182.76 5,703.51 3,068.07 235,319.22 3,693.32 4,739.70 0.00 74,364.03 9,660.50 664.33 21,413.02 17,953.89 1,501,147.85 TOTAL Direct Labor OH and G 4,012,009.69 DIRECT LABOR Direct Labor 2,424,413.35 OVERHEAD RATE LESS PROFIT Overhead rate 6,436,423.04 PROFIT Markup percent 10.00 TOTAL MULTIPLIER ' 1.0000 0.0635 0.0436 0.0193 0.1298 0.0638 0.5418 0.1740 1.0357 0.1877 0.0000 0.0002 0.0000 0.0009 0.0068 0.0128 0.0002 0.0423 0.0000 0.0175 0.0134 0.0001 0.0046 0.0000 0.0027 0.0748 0.0391 0.0000 0.0110 0.0062 0.0004 0.0133 0.0061 0.0000 0.0041 0.0014 0.0021 0.0024 0.0013 0.0971 0.0015 0.0020 0.0000 0.0307 0.0040 0.0003 0.0088 0.0074 0.6192 1.6548 1.0000 2.6548 0.2655 2.9203 EXHIBIT Gl & G2 CERTIFIED _ _ _ _ __ __ __ LAND SERVICES CORPORATION SCOPE OF WORK: PHS Ph V CERTIFIED Land Services Corp. is a sub-consultant to KPG Engineering (Prime) on this project for the City of Federal Way. Project Overview. The project consists of acquiring up to 40 partial takes in fee and temporary construction easements (TCE) from commercial private property owners and up to 10 TCE's from owners we are not acquiring other rights from. There may be 3 relocation of businesses, persons or personal property on this project. Relocation services will be considered in a later scope of work and cost estimate once design plans are at a stage to determine if relocation is needed. Federal funds are involved in this project requiring strict adherence to Federal Highways Administration policies and procedures as well as all applicable federal, state and local laws including, but not limited to the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and it's amendments, 49CFR Part 24, and state Revised Statutes. Work will be in accordance with the WSDOT Local Agencies Guidelines and by reference the WSDOT Right of Way Manual parts 1& 2. CERTIFIED will work closely wifh all project stakeholders including project managers and staff, engineering project managers and designers, property owners and their representatives and the public. EXHIBIT G1 & G2 CERTIFIED _ __ __ _ _ _ __ _ _ : LAND SERVICES CORPORATION SCOPE OF WORK: PHS Ph V CERTIFIED Land Services Corp. is a sub-consultant to KPG Engineering (Prime) on this project for the City of Federai Way. TASKS Task i - Project Management Assumptions • The PRIME will act as general right of way project manager. . CERTIFIED will provide staff management/advisory time for its staff, but will not consider itself in any way the project manager for the project. 1. Prepare a project schedule for the right of way phase. Monitor and update the schedule as needed. 2. Prepare and submit a monthly progress report that will include identification of work performed in the previous month's schedule, measures for mitigating schedule slippage, if necessary, and identification and discussion of potential problems that may arise, including issues resolution. 3. Post on line status reports and complete document files for City review and real time access of status reports and diaries. 4. Manage quality in coordination with the prime's Project Manager. 5. Submit detailed monthly invoices. Task 2 - Preparation • CERTIFIED staff will review all documents, files, maps, title reports, legal descriptions and other information provided. Errors, questions and clarifications will be reviewed and discussed. Task 3- Appraisal & Appraisal Review Assumptions • In accordance with funding source requirements the City will prepare a True Cost Estimate and have all parcels appraised with narrative before and after appraisals and appraisal reviews. Task 4 — Administrative Assumptions: • All forms and conveyance documents will be WSDOT templates. 1. CERTIFIED will provide signature ready legal documents that will be used to convey fee or temporary construction easement rights for all parcels. 2. The Prime will provide title commitments for each parcel with Schedule B showing exceptions listed. 3. The Prime will provide all legal descriptions. EXHIBIT G1 & G2 CERTIFIED _ _ _ _ _ _ _ __. LAND SERVICES CORPORATION _ _ __. SCOPE OF WORK: PHS Ph V CERTIFIED Land Services Corp. is a sub-consultant to KPG Engineering (Prime) on this project for the City of Federa�l Way. 4. The PRIME will provide all parking studies. 5. The Prime will provide approved right of way and or exhibit maps for the � project. 6. CERTIFIED staff will maintain alt records, files, documents and reports in accordance with statutory and WSDOT guidelines and regulations. 7. CERTIFIED will provide the Prime and the city with written status reports on a monthly basis and will provide verbal status reports on demand, as requested. Task 6 - Negotiation Assumptions: • CERTIFIED agents will act in good faith at all times. • CERTIFIED staff will never coerce owners in an attempt to settle parcels • CERTIFIED will provide WSDOT with an Administrative Settlement Letters for all requested administrative settlement. • CERTIFIED staff will work whatever hours are necessary, including evenings and weekends, to make themselves available to owners and their representatives. 1. CERTIFIED will prepare offer letters for all parcels. 2. CERTIFIED agents will make at least 3 personal contacts with each owner with the intent of reaching settlement for the conveyance of property or property rights needed from each parcel. As many contacts as needed to reach settlement will be made, until it is mutually agreed between WSDOT and CERTIFIED that negotiations shou�d be suspended or given to the City Attorney to pursue eminent domain actions. 3. CERTIFIED staff will explain the City's offer verbally and in writing. 4. CERTIFIED staff wilt provide detailed written diaries for each parcel. 5. CERTIFIED staff will transmit organized parcel files containing all pertinent information, documents, forms, diaries, and Disclaimer Statements. 6. CERTIFIED staff will prepare a condemnation summary memo for any parcel that the CITY deems it is necessary to acquire through the exercising of its power of eminent domain. Task 7 - Relocation Assumptions: • There may be 3 relocation of businesses, persons or personal property on this project. Relocation services will be considered in a later scope of work and cost estimate once design plans are at a stage to determine if relocation is needed. Task 8- Closing and Conveyance Assumptions: EXHIBIT G1 & G2 _ _ __ , CERTIFIED _ _ _ _ __ _ __ _ _ LAND SERVICES CORPORATION SCOPE OF WORK: PHS Ph V CERTIFIED Land Services Corp. is a sub-consultant to KPG Engineering (Prime) on this project for the City of Federal Way. • All utilities easements, permits and clearing will be handled by the CITY. . Title Clearance will be done in accordance with WSDOT LAG Manual Ch 25 section 25.8. • CERTIFIED will clear any liens and encumbrances that are in conflict with the City's intended use of the right of way acquired to ensure certification and that there are no conflicts of ownership or use of the land required during construction. • The City will pay property owners and/or lien holders / encumbrancers for any property or property rights acquired through the closing process. 1. CERTIFIED staff will review title for each parcel. 2. CERTIFIED will prepare any documents needed for clearing any liens or encumbrances as noted above. 3. CERTIFIED will provide the City with complete files at the close of negotiations for each parcel. Included in our transmittal packages will be conveyance documents ready for the City to record. COST ESTIMATE This proposal is based on charging only for those hours worked. The outline of tasks and hours provided above are a guide to our understanding and approach to work. PRO]ECT MANAGEMENT Senior Project Manager: 165 hours @$154 per hour =$25,410 (Based on 4 hours per fee parcel and .5 hours per TCE only parcel) NEGOTIATION Senior Acquisition Agent: 1,250 hours @$110 per hour =�137,500 (Based on 30hours each fee & TCE parcel, 5 hours for each TCE only parcel.) Administrative Support: 20 hours @$55 per hour =$1,100 TITLE CLEARANCE Senior Acquisition Agent: 1,000 hours @$110 per hour =�110,000 (Based on 25 hours per fee parcel.) TITLE REPORTS/PAYMENT TO OWNERS Title Reports will be provided by the PRIME and are not included in this cost estimate. The overall project scope of work calls for the City to pay directly for any escrow services and payments of just compensation to the property owners. EXHIBIT G1 & G2 _ _. CERTIFIED _ _ __ _ _ .. _ LAND SERVICES CORPORATION SCOPE OF WORK: PHS Ph V CERTIFIED Land Services Corp. is a sub-consultant to KPG Engineering Prime on this ro'ect for the Cit of Federal Wa . REIMBURSABLES In addition to the above costs, reimbursable costs such as mileage, postage, phone and fax charges, or other reasonable costs will be billed at straight cost. Estimated Reimbursables = $2,500 TOTAL ESTIMATED COSTS = $276,510 NOTE: IT IS OUR COMMITMENT TO PROVIDE YOU WITH EFFECTIVE AND COST EFFICIENT SERVICE. SINCE WE WERE ASKED TO PROVIDE A NOT TO EXCEED COST ESTIMATE, WE HAVE PROVIDED THIS ESTIMATE FOR YOUR BUDGETING PURPOSES. ALTHOUGH IT CANNOT BE GUARANTEED, IT IS OUR GOAL TO DELIVER THIS PROJECT WELL WITHIN THE ABOVE TOTAL ESTIMATED COSTS. WE WILL UNDER NO CIRCUMSTANCES EXCEED THIS ESTIMATE WITHOUT YOUR FULL CONSENT AND APPROVAL. , EXHIBIT G3 :- ----_ __ . ... � � � ... .... �: � ..: ' � . .... .: �.... .� . ... �.:: . �. . , .. , . �:..., ._�,.. . ,� .... ::� ,. ... ? , ; L A N D S E R V I C E S C O R P O R A T I O N � , April 29, 2013 KPG, Inc. Attn: Nelson Davis 753 9t" Avenue North Seattle, WA 98109 . - Subject:� Negat'rated. Rates Statement ; � . : : �: , t CERTIFIED L�nd Services does not have an audited owerhead rate. We contract for ser-vi�es-based--on-a negotiated hourly rate that includes direct � salary, overhead and fee. The rates stated in this letter are the lowest rates -. charged to our preferred customers. These rates are valid from the date of this letter until 12�31/2013. � � � , C/assification Hourly Rate ' Project Manager $154.00 R/W Senior Agent $110.00 R/W Agent $95.00 Administrative $60.00 All travel will be billed per Washington State Department of Transportation Travel Regulations. All sub-consultant costs and direct reimbursements witl be at cost with no mark-ups. ; Sincerely, { CERTIFIED Land Services Corporation , �" i � i Regina Raichart i President 0 4 6 1 9 3 7 t h A v e n u e S W• S e a t t I e, W A 9 8 1 2 6 Phone: 206.287.9858 Fax: 206.938.6717 e-mail: infoQcertifiedlandservices.com 2 2 Q N z � b �'oo� �y�a3 � mam�Q __�_ wo�s�3 oLL� �m�w aW s � i 9 EXHIBIT G3 r �Washington State Department of Transportation Paula J. Hammond, P.E. Secretary of Transportation February 13, 2013 Dennis Hobbs, Finance Director Landau Associates, tnc. 130 2°`� Avenue $ Edmonds WA 980?0 Re: Landau Associates, Inc., Overhead Schedule Fiscal Year End June 30, 2012 Dear Mr. Hobbs: Transportation suilding 310 Maple Park Avenue S.E. P.O. Box 47300 Olympia, WA 98504-7300 360-705-7000 TTY: 1-800.833-6388 www.wsdot.wa.gov We have completed a desk review of your overhead schedule for the above referenced fisca! year. Our review included the documentation provided by Landau Associates, Inc. The reviewed data included, but was not limited to; the schedule of the indirect cost rate, A description oithe company, basis of accounting and description of Landau Associates, Inc. accounting system, and the basis oF indirect costs. Based on our work, we are issuing tliis letter of review establishing Landau Associates, Inc. overhead rate for Fscal year ending June 30, 2012, at 187.70% (rate includes Facilities Cost of Capital) of direct labor. Costs billed to actual agreements will still be subject to audit of actua! costs. Ptease check with the WSDOT Consultant Services Office (HQ) and/or the WSDOT Area Consultant Liaison to detern�ine when this reviewed rate will be appticable to your WSDOT agreement(s). Also, when you provide next year's overl�ead schedule to our office or to your CPA firm, please submit eitlier your internally prepared Comperlsatio�r Analysis, or the National Comperisation Matrit (NC11� worksheet. 1f you, or any representative of Landau Associates, 1nc. have any questions, please contact Martha Roach, Jeri Sivertson or Steve McKerney at (360) 705-7003. Sincerely, �i Gc�`'p�— Martlia S. Roach Agreement Compliance Audit Manager MR:ds Enclosures cc: Steve McKerney, Director of Internal Audit Jeri Sivertson, Assistant Director of Internal Audit Larry Schofield, MS 47323 File LANDAU ASSOCIATES, INC. OVERHEAD RATE SCNEDULE FfSCAL YEAR ENDIPIG June 30, 2012 % of Expense LAI Audit Accepted Direct Amount Adjustments Adjustments Amount Labo� DIRECT LABOR $3,090,458 $3,090,458 FRINGE Vacation/sickleave/F�oli days Payroll taxes Medical insurances Non-discretionary & severance Discretionary distributions ESOP contributian Fringe benefit adjustment TOTAL FRINGE GENERAL OVERHEAD Administrative overhead labor Bid & proposal and direct selling labor Unallowable marketing labor Field and laboratory Temporary help Health and safety Mileage and vehicle Travel and lodging Office suppiies/equipment Computer supplies/maint Postage Telecommunications Tax and license Professional license & dues Planning Meeting expenses Building Expense Insurance Depreciation Technical references Recruiting Educadon cost Personnel relations Professiona! services Bid & proposal and direct selling expenses Unallowable marketing expenses Donations Miscellaneous expense Total General Overhead Total Overhead Costs Overhead Rate Facilities Cost of Capital Overhead Rate (Includes FCC) $701,728 556,861 ($22,843} A 557,069 (18,313) A 114,827 (14,806) ($4,100) C,S 357,303 (83,255) (274,048) D, b 174,475 (87,574) V $2,462,263 ($139,217) ($365,722) $701,728 534,018 538,756 95,920 0 174,475 (87,574) $1,957,324 22.71 % 17.28°k 17.43% 3.10% 0.00% 5.65°k -2.8396 63.33% $1,335,907 ($11,490) B $1,324,417 42.86% 783,115 ($129,613) c 653,502 21.15% 189,046 (189,046) B 0 0.00% 74,426 (44,771) E 29,656 0.96°% 7,962 7,962 0.26% 28,987 28,987 0.94% 70,117 (24,937) F 45,180 1.46% 48,034 (9,085) (2,278) G, Z 36,671 1.19% 164,038 (47,083) H 116,953 3.78% 73,633 (33,154) H 40,480 1.31% 12,934 12,934 0.42% 123,030 123,030 3.98°/a 276,383 276,383 8.94% 40,456 (5,268) I 35,189 1.14°k 2,285 (2,285) a (0) 0.00% 689,678 (89,777) T,U,W,X 599,901 19.41°i6 133,709 (30,302) • J 103,407 3.35°k 248,588. (98,710) K 149,877 4.'85°% 6,947 6,847 0.22% 3,586 (192) (1,000) L, Y 2,393 0.08% 76,942 (501) M 76,442 2.47% 38,049 (38,049) N Q 0.00% 144,277 (18,774) 1,733 O,R 127,236 4.12°/a 26,678 26,678 0.86% 118,995 (118,995) P (0) 0.00% 9,934 (9,934) Q (0) 0.00% 4,268 4,268 0.14% $4,732,001 ($680,290) ($93,607) $3,828,491 123.88°!0 $7,194,264 ($819,507) ($459,329) $5,785,815 187.22°k 232.79% 206.27% $14,915 Page 1 $14,915 $ S,SOQ,730 187.70% 187.22% 0.48% LANDAU ASSOCIATES, INC. OVERHEAD RATE SCHEDULE FISCAL YEAR ENDING June 30, 2012 % of Expense LAI Audit Accepted Direct Amount Adjustments Adjustments Amount Labor Landau Assocfates, Inc. - Reviewed 8 Accepted 02/13/20�3 MP "Overhead Rafe sfill subject to WSDOT Audif" References Landau Associates Adjustme�ts: A Unallowable fringe benefits on unatlowable labor B Unallowable labor (mktg, M& A, charitable causes, Christmas) C Signing bonuses D Holiday and stock purchase bonuses unafiowable E Field and lab supplies, eventuaily charged fo projects F Some mileage & vehicle expenses eventually charged to projects G �acal meals; employee business meals H Costs equal to copy revenue and computer revenue I Lobbying unallowable J Vehicle insurance removed - related to job chargeable activity K Depreciation removed for field equip., lab equip. and vehicles job activity L Local meals - recruiting M Seminar lodging and meais in excess of GSA limits N Event tickets, liquor, Christmas parry expenses, etc. O Income tax retum preparation fees over $250; M& A expenses P Adve�tising; ciient entertainment; campaign cantributians; other nonallowable Q Donations WSDflT Adjustments: R Add back allawable income tax preparation fees related to expired WSDOT policy. S Severance unallowable per 48 CFR 31.205-6(g) - Removed $4,100 of severance paid out to one empioyee in excess of amount employee should have received based on �rm's established policy. T Office plant care in amount of $1,698.33 unallowable per 48 GFR 31-201-4(c) and 31.201-3. U Lions Club dues in the utilities account in the amount of $3Q unaliowable per 48 CFR 31.205-1(fl(7). V Fringe benefits associated with unallowable labor per 48 CFR 31.201-6(a), 31.205-1. W Rent for the Seattle office in the amount of $85,229 unailowable per 48 CFR 31.205-17, 31.201-3, and 31.201-4(c) X Sub lease rent is a allocable credit and should reduce rent expense, $2,820 48 CFR 31-201-1 Y Recruiting cost paid to OSU Foundation Unallowable, 48 CFR 31-205-8 Z Travel that lacked business purpose and proper documentation, 48 CFR 31.201-2 & 31.20�-46 a Meeting attendees, purpose and cost of ineeting by item not documented, 48 CFR 31.205-43 b Performance documentation could not be tied to the distribution of the bonus, distribution of profit disallowed. 48 CFR 31.201-2 & 31.205-6 (� c General Marketing and undocumented B&P labor hours 48 CFR 31.205-1 Page 2 Certification of Final Indirect Costs Fi�m Name: landau Associates, Inc. Indirect Cost Rate Proposal: 2os.ts� Date of Proposaf Preparation (mm/dd/yyyyj: osn�l�2 Fiscal Period Covered (mm/dd/yyyy to mm/ddlyyyy): a7rov2o�� �o os�3orzo12 1, the underslgned, cerfify that ! have reviewed the proposa/ to establish tlnal indirect cost rates for the frsca! period as specified above and to fhe best of my knowledge and bellef.• J.) A!! costs included in�this proposa! to esfablish �nal Indlrect cost rates are atlowable in accordance with the cost princlples of the Federal Acquisition Regulatlons (FARJ of fit/e 48, Code of Federa/ Regulations (CFR), part 31. 2.) This proposa! does nof include any costs whlch are expressly unaliowab/e under the cos! princlples of the FAR of 48 CFR 31. All known materla! transactlons or events that have occurred affect/ng the �rm s ownership, organizatfon ar+d indirect cost rates have been dlsclosed. Signature: Name of Certifying Official� (Pfiflt): Dannis R. Hobbs TiUe: Flnance Diractor, Corporate Treasurer Date of Certification (mm/ddtyyyy}; oshuzat2 *The "Certifying Official" must be an tndividual executive or financial o�cer of the firm at a level no lower than a Vice President or Chief Financiai Officer, or equivalent, who has the authority to represent the financfal information utilized t� establEsh the indirect cost rate for use �nder Agency contracts. Ref. FNWA Directive 4470.1A available on line at: http://www.fhwa.dot.qov/leqsreas/directives/ordersi44701 a.htm 0/H Certification; Nov 2010 Exhibit G1/G2 �dener Associates Pac'rfic Highway S HOV Lanes Phase V Project Project Manager Biologist Task 8.1 Draft ECS 4 24 Final ECS 4 8 Task 8.2 BA Review Data Collection and Review 4 8 Field Investigation 4 4 Task 83 Cultural Resource Investigation Section 106 APE 4 8 WSDOT Coordination Section 106 8 4 Task 8.4 Noise Analysis Draft 24 160 Final 12 40 Task S.5 Air Report Draft 24 160 Final 12 40 Task 8.6 Wetland DelineaHon Draft 12 80 Final 6 24 Task 8.7 Environmeatal Justice Draft 12 40 Final 6 16 Task 8.8 Permils Draft 8 40 Final 8 18 Task 91 Hazardous Material Memo Draft 24 60 Final 12 20 Totals 144 642 Summar Hours Direct *Over6ead **Profit Rate Cost ProjectManager 144 $50.00 $75.00 $15.00 $140.00 $20,160.00 Project Biologist 642 $31.00 $46.50 $930 $86.80 $55,725.60 Total Labor 'Overhead 150% •'Ptofit30% Cultural Resources $6,500 TOTAL ESTIMATED COST 582+385•60 Assumes client rovides exhibits/ lan and descri tion of 'ect activities. Assumes a no effect for ESA Exhibit H Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: 1. Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS"), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non-discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub-consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub-consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub- consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to non-discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGiTLATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSiTLTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions for Non-compliance: In the event of the CONSiTLTANT' S non-compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of the AGREEMENT, in whole or in part DOT Form 140-089 EF Exhibit H Revised 6/05 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub-consultant or procurement as the AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub-consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A iinal payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSiJLTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSiTLTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalary costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final pa,yrnent shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. DOT Form 140-089 EF Exhibit I Revised 6/05 Exhibit J Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1— Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Highways and Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2- Project Manager pocuments the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detaiied documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3— Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub-consultants) deemed appropriate for the alleged design error(s) issue. Step 4— Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide H&LP, through the Region DOT Form 140-089 EF Exhibit J Revised 6l05 Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Step 5— Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H&LP for their review and consultation with the FHWA. H&LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, H&LP will request assistance from the Attorney General's Office for legal interpretation. H&LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. H&LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Exhibit K Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1— Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2— Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Highways and Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payxnent will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Highways and Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. DOT Form 140-089 EF Exhibit K Revised 6/05 If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Step 3— Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does/does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4— Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Highways and Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5— Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim (s) and rationale utilized for the decision. Step 6— Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Exhibit M-1(a) Certification Of Consultant Project No. Local Agency I hereby certify that I am a principal and duly authorized representative of the firm of KPG PS whose address is 735 9th Avenue North, Seattle, WA 98109 firm I here represent has: and that neither I nor the above (a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure the AGREEMENT; (b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or (c) Paid, or agreed to pay, to any iirm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMEN'T involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. �������� � � Date Signature DOT Form 140-089 EF Exhibit M-1(a) Revised 6/05 Exhibit M-1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of City of Federal Way_ _ , Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain, or agree to employ to retain, any firm or person; or (b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certiiicate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal-aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. 'l`I��13 Date DOT Form 140-089 EF Exhibit M-1(b) Revised 6/05 CITY OF FEDERAL WAY "p Priest Mayor 33325 8�' Avenue S Federal Way, WA 98003-6325 Exhibit M-2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters-Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within a three-year period. preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (n (B). of this certiiication; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. II. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Consultant (Firm): KPG PS l �/�� f l 5'Zc) � (Date) (Signature) President or Authorized Official of Consultant DOT Form 140-089 EF Exhibit M-2 Revised 6/05 Exhibit M-3 Certification Regarding The Restrictions of The use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1.No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modiiication of any Federal contract, grant, loan, or cooperative agreement. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certiiication is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certiiication shall be subject to a civil penalty ofnot less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant (Firm): KPG PS 7�«'���3 � . (Date) (Signature) President or Authorized Official of Consultant DOT Form 140-089 EF Exhibit M-3 Revised 6/05 Exhibit M-4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403-4) submitted, either actually or by specific identiiication in writing, to the contracting officer or to the contracting officer's representative in support of Pacifc Highway South HOV Lanes Phase V * are accurate, complete, and current as of 7� I ti 'Z-� � 3 **. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Firm KPG PS Name Nelson Davis, P.E. Title Date of Execution*** �(���� c 3 * Identify the proposal, quotation, request for price adjustment, or other submission involved, giving the appropriate identifying number (e.g., RFP No.). ** Insert the day, month, and year when price negotiations were concluded and price agreement was reached. *** Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. DOT Form 140-089 EF Exhibit M-4 Revised 6/05 �/ 7 � DATE (MM/DDIYYYY) A� ° CERTIFICATE OF LIABILITY INSURANCE 7/15/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDiTIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may requi�e an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Michael J Hall & Company Hall & Company 19660 10th Ave NE Poulsbo WA 98370 INSURED KPG Inc 753 9th Avenue North Seattle WA 98109 282 s: rwic a -- _ �VERAGES CERTIFICATE NUMBER: g09861376 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AL� THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE IN R WV POL A GENERAL LIABILITY � . . 803947N451 X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE � OCCUR - X XCU/OCP/BFPD X Cross Liability GEN'L AGGREGATE LIMIT APPLIES PER: POLICY X PRO- LOC B AUTOMOBILE LIABILITY BA4011 N714 %� ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON-0WNED HIRED AUTOS AUTOS UMBRELLA LIAB OCCUR EXCESS LIAB CIAIMS-MADE DED RETENTION $ q � WORKERS COMPENSATION 803947N451 AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE � N 1 A � OFFICERlMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under Professional Liab Claims Made 147823385I013 LIMITS 3 �/1/2014 � Ep,CH MED EXP (M one person �: PERSONAL 8 ADV INJURY $1 GENERALAGGREGATE $i PRODUCTS - COMP/OP AGG $: $ 3 /1/2014 Ea accident BODILY INJURY (Per perso�) $ BODILY INJURY (Per acddent) $ PROPERTY DAMAGE $ Per accident $ EACH OCCURRENCE $ AGGREGATE $ i/2013 /112014 1/2013 /112014 I fORY LI�' V- X "' ^- WA Stop Gap E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYE $1,000,000 E.L. DISEASE - POLICY IIMIT $'1,000,000 $1,000,000 Per Claim Retro Date: $1,000,000 Aggregate June 1, 1994 DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (Attach ACORD 701, Additional Remarks Scheduls, if more space is required) :,ertificate Holder(s) is/are an Additional Insured on the Commercial General Liability and Auto Liability when required by written contract or �greement regarding activities by or on behalf of the Named Insured. The Commercial General Liability insurance is primary insurance and �ny other insurance maintained by the Additional Insured shall be excess only and non-contributing with this insurance. A waiver of >ubrogation applies to the Commercial General Liability, Auto Liability, Umbrella / Excess Liability and Workers Compensation / Employers _iability in favor of the Additional Insured. �rojecUJob Name: Pacific Highway South HOV Lanes Phase V South 340th Street and South 359th Street KPG Project No. 13022 �ther Additional Insured Are: City of Federal Way TE City of Federal Way 33325 8th Ave S Federal Way WA 98003-6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �i� � �� . O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endarsement modifies insurance provided under the follawing: COMMERCIAL GENERAL LIABILITY COVERAGE PART � A. The fallawing is added to WHO IS AN INSURED INSURANCE (Section III) for this Coverage (Sectlon II): Pa�� Any person or organization that you agree in a "contract or agreement requiring insurance" ta in- clude as an additianal insured an this Coverage Part, but only with respect ta liability for "bodily in- jury", "praperty damage" or "persanal injury" caused, in whale or in part, by your acts or omis- sions or the acts or amissions af those acting on your behalf: a. In the performance af yaur ongoing opera- tions; b. In cannectian with premises awned by ar rented ta yau; or B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS {Section IV): Hawever, if you specifically agree in a"cantract or agreement requiring insurance" that the insurance provided to an additianal insured under this Cov- erage Part must apply an a primary basis, ar a primary and non-cantributary basis, this insurance is primary ta ather insurance that is available ta such additional insured which cavers such addi- tianal insured as a named insured, and we wili nat share with the other insurance, pravided that: c. In cannection with "your wark" and included within the "products-completed aperatians hazard". Such person ar arganizatian does not qualify as an additional insured for "badily injury", "praperry damage" ar "personal injury" far which that per- sbn or organizatian has assumed liability in a con- tract or agreement. The insurance provided to such additianal insured is limited as fallows: d. This insurance does not apply on any basis to any persan or arganizatian far which caver- C� age as an additianal insured specifically is added by anather endarsement to this Cover- age Part. e. This insurance does nat apply to the render- ing of ar failure to render any "professional services". f. The limits af insurance affarded to the addi- tianal insured shali be the limits which yau agreed in that "contract ar agreement requir- ing insurance" to provide far that additibnal insured, ar the limits shawn in the Declara- tians for this Caverage Part, whichever are less. This endorsement daes nat increase the limits af insurance stated in the LIMITS OF (1) The "bodily injury" or "praperty damage" far which caverage is sought accurs; and (2) The "personal injury" far which caverage is saught arises out of an offense committed; after you have entered inta .that "contract ar agreement requiring insurance". But this insur- ance still is excess aver valid and callectible other insurance, whether primary, excess, cantingent or on any other basis, that is available ta the insured when the insured is an additional insured under any other insurance. The foliawing is added ta Paragraph 8. Transfer Of Rlghts Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITI�NS {Section IV}: We waive any rights of recovery we may have against any persan or organization because af payments we make far "bodily injury", "property damage" or "persanal injury" arising out of "yaur wark" performed by you, or an yaur behalf, under a"cantract or agreement requiring insurance" with that persan ar organizatian. We waive these rights only where you have agreed to do so as part af the "contract or agreement requiring insur- ance" with such persan or organizatian entered inta by yau befare, and in effect when, the "badily CG D3 8) 09 07 � 2007 The Travelers Companies, Inc. Page 1 of 2 includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY injury" ar "property damage" accurs, or the "per- erage Part, pravided that the "bodily injury" and sanal injury" affense is cammitted. "praperty damage" accurs, and the "personal in- D. The fallawing definition is added ta DEFINITIONS Jury" is caused by an offense cammitted: (Section V}: a. After yau have entered inta that contract or "Contract ar agreement requiring insurance" �greement; means that part af any cantract or agreement un- b. While that part of the contract or agreement is der which you are required to include a persan or in effect; and arganization as an additianal insured on this Cov- c. Befare the end of the policy periad. P�ge 2 of 2 O 2007 The Travelers Companies, Inc. CG D3 81 09 07 InGudes the copyrighted material of Msurance Services Office, Inc., with its permission COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERA� DESCRIPTION OF COVERAGE — This endorsement broadens coverage_ However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, du6es, and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS E. TRAILERS — INCREASED LOAD CAPACfTY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — LIABILITY COV- ERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only for damages to which this insurance applies and only to the extent that person or or- ganization qualifies as an "insured" under the Who is An Insured provision contained in Section II. B. EMPLOYEE HiRED AUTO The following is added to Paragraph A.1., Who Is An Insured, of SEC110N II — LI- ABILITY COVERAGE: H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT — INCREASED LIMIT 1. WAIVER OF DEDUCTIBLE —GLASS J. PERSONAL EFFECTS K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in 8.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while perform- ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYE�S AS INSURED An "employee" of yours is an "insured" while operating a covered "auto" hired or rented The foilowing is added to Paragraph A.1., Who Is under a contract or agreement in that "em- An Insured, of SECTION II — LIABILITY COV- ployee's" name, with your permission, while ERAGE: CA T4 20 07 10 � 20�0 7ne Travelers Indemrnty Company. Ali nghts reserved. Page 1 of 3 Includes copynghted material of Insurance Serv�ces Office. Inc. with its permission. COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II — �IABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions} required because of an "accidenP' we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II — LIABILITY COVERAGE: {4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS — INCREASED LOAD CAPACITY The following replaces Paragraph G.1. of SEC- TION i — COVERED AUTOS: 1. "Trailers" with a load capacity of 3,OQ0 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensians, of SEC710N III — PHYSICAL DAMAGECOVERAGE: Hired Auto Physical Damage C overage If hired "autos" are covered "autos" for Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Qamage Coverage for an owned "auto", then the Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: �a) $50.QQQ; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or {c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physicai condition will be made in determining actual cash value in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicabte to any owned covered "auto". (5) This Coverage Extension does not appiy to: {a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed fram your "employee". G. PHYSICAL DAMAGE — TRANSPORTATION EXPEPISES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT—INCREASED LIMIT Peragraph C.2.. �imit Of Insurance, of SEC- TION III — PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIB LE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION 111 — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL EFFECTS The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Effects Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "insured"; and (2} In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibies apply to Personal Effects cover- age. ' Page 2 of 3 �� 20?0 The Traveler Indemnity Company. Ail rights reserved. CA T4 20 QT 1 O includes copyr,ghted material of Insur2nce Serv�ces Office, Inc. wlth its permission. K. AIRBAGS The following is added to Paragraph 8.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a b. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: {1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and COMMERCIAL AUTO {2) Any: (a) Overdue lease or loan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (cj Security deposits not returned by the les- sar; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease: and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.S., Transfer Of Rights Of Recovery Against Others To Us, of SECTIOPI IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accidenY' or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 ZO O7 10 � 20� 0 The Travelers Indemnity Company. An rights reserved. PBge 3 of 3 includes copynghted material of Insurance Services Office, Inc. with its permission. First American 818 Stewart St Ste 800, Seattle WA 98101 King 3 oz IIIIIIIIIIIIHhIHHhI 1111 IlIlIlIlIlIlIlIl ,,, *I 11/11/2015 Order No: 2164667 City of Federal Way 33325 8th Ave S Federal Way WA 98003 Enclosed please find 1 attached documents. First American Title Insurance Company 6t3 Transmittal 5'1,2 q , Ph i-k (3,1 46 Pa Page Count 9 First Amen a Owner's Policy Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 5011453- 2164667 Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company ") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against Toss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of: 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (1) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (iv). failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. (Covered Risks Continued on Page 2) In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A. First American Title Insurance Company 'resident (This Policy is valid only when Schedules A and B are attached) This jacket was created electronically and constitutes an original document Copyright 2006 -2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association Form 5011453 (7 -1 -14) Page 1 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington COVERED RISKS (Continued) 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay Toss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion 1(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. Form 5011453 (7 -1 -14) Page 2 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance ": The amount stated in Schedule A, as may be increased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy ": The date designated as "Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured ": The Insured named in Schedule A. The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as distinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly - owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. "Insured Claimant ": An Insured claiming loss or damage. "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. "Public Records ": Records established under state statutes at Date of Policy for the purpose of imparting constructive (e) (f) (g) (i) (1) notice of matters relating to real property to purchasers for • value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (j) "Title ": The estate or interest described in Schedule A. (k) "Unmarketable Title ": Title affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of. Policy in favor of an Insured, but only so long as the Insured . retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. . 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the Insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (Form 5011453 (7 -1 -14) Page 3 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be necessary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Company, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, correspondence, reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the Insured Claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed Toss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. 8. DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for Toss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10 %, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. Form 5011453 (7 -1 -14) Page 4 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms . or conditions contained in those instruments that address subrogation rights. 14. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ( "Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 16. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 17. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 18. NOTICES, WHERE SENT Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888 -632- 1642. 'Form 5011453 (7 -1 -14) Page 5 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First Am rcan Schedule A Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164667 Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707. File No.: 4209 - 2164667 Address Reference: 34201 Pacific Highway Amount of Insurance: $25,700.00 South, Federal Way, WA 98003 Premium: $380.00 Date of Policy: June 19, 2015 at 5:00 p.m. 1. Name of Insured: City of Federal Way, a Washington municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple and an Easement as created by that certain easement recorded under Recording Number 20150619000987 3. Title is vested in: City of Federal Way, a Washington municipal corporation 4. The Land referred to in this policy is described as follows: TAKE AREA: THE EASTERLY 12.99 FEET OF THE HEREINAFTER DESCRIBED PARCEL "A ": EASEMENT AREA: THAT PORTION OF THE HEREINAFTER DESCRIBED PARCEL "A ", DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF SAID PARCEL "A" AND A LINE THAT IS 62.00 FEET WESTERLY OF AND PARALLEL WITH THE CENTERLINE OF PACIFIC HIGHWAY SOUTH (SR99); THENCE NORTH 22 °49'45" EAST ALONG SAID PARALLEL LINE, 3.31 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID PARALLEL LINE NORTH 22 °49'45" EAST, 7.00 FEET; THENCE NORTH 67 °10'15" WEST, 4.00 FEET TO A LINE THAT IS 66.00 FEET WESTERLY OF AND PARALLEL WITH SAID CENTERLINE OF PACIFIC HIGHWAY SOUTH (SR99); THENCE SOUTH 22 °49'45" WEST ALONG SAID PARALLEL LINE, 7.00 FEET; THENCE SOUTH 67 °10'15" EAST, 4.00 FEET TO THE TRUE POINT OF BEGINNING PARCEL "A" (GRANTOR'S PARCEL): THAT PORTION OF THE SOUTH HALF OF THE SOUTH HALF OF THE NORTH HALF OF THE ;Form 5011453 (7 -1 -14) rage 6 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 20, TOWNSHIP 21 NORTH, RANGE 4 EAST, W.M., IN KING COUNTY, WASHINGTON, LYING WESTERLY OF THE PRIMARY STATE HIGHWAY NO. 1, AS CONVEYED TO THE STATE OF WASHINGTON BY DEED RECORDED UNDER RECORDING NO. 1778235. EXCEPT THE WEST 225 FEET THEREOF. APN: 202104-9052-05 Form 5011453 (7 -1 -14) Page 7 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington First American Schedule B Owner's Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2164667 EXCEPTIONS FROM COVERAGE File No.: 4209 - 2164667 This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of: Part One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing the issuance thereof; (C) Water rights, claims or title to water; whether or not the matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. 7. Any service, installation, connection, maintenance, construction, tap or reimbursement charges /costs for sewer, water, garbage or electricity. Form 5011453 (7 -1 -14) Page 8 of 9 ALTA Owner's Policy of Title Insurance (6- 17 -06) Washington Part Two: 1. General Taxes for the year 2015 The first half has been paid. The second half is payable, but not delinquent until November 1st. Tax Account No.: 202104 - 9052 -05 2. Taxes which may be assessed and extended on any subsequent roll for the tax year 2015, with respect to new improvements and the first occupancy which may be included on the regular assessment roll and which are an accruing lien not yet due or payable. 3. Facility Charges, if any, including but not limited to hook -up, or connection charges and latecomer charges for sewer, water and public facilities of Water District No. 124 as disclosed by instrument recorded under recording no. 8106010916. 4. Right of King County to make necessary slopes for cuts or fills upon said premises for Sewer mains, acquired by condemnation decree entered in King County Superior Court Cause No. 823293. 5. Conditions, notes, easements, provisions and /or encroachments contained or delineated on the face of the Survey recorded under Recording No. 7505090486. 6. Easement, including terms and provisions contained therein: Recording Information: 20150619000987 In Favor of: City of Federal Way, a Washintgon municipal corporation For: Public Utility improvements, including without limitation water, sewer, storm water, electric, gas, telephone, cable fiber optic and streetlight improvements. 7. Easement, including terms and provisions contained therein: Recording Information: 20150619000988 In Favor of: City of Federal Way, a Washintgon municipal corporation For: Purpose of construction of the driveways, slope restoration, drainage, utilities, irrigation, and /or restoration Form 5011453 (7 -1 -14) Page 9 of 9 ALTA Owner's Policy of title Insurance (6 -17 -06)1 Washington