HomeMy WebLinkAboutAG 19-078 - USIC Locating Services, LLCRETURN TO: PW ADMIN EXT: 2700 ID #: 4576 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/Div: PUBLIC WORKS / Development Services 2. 3. ORIGINATING STAFF PERSON: Cole Elliott EXT: 2730 3. DATE REQ. BY: 12/14/2024 TYPE OF DOCUMENT (CHECK ONE): p 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#): AG 19-078 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: Underground Utility Locating 5. NAME OF CONTRACTOR: USIC Locating Services, LLC _ ADDRESS: 9045 North River Road, Suite 300, Indianapolis IN 46240 TELEPHONE: 317-575-7800 E-MAIL: FAX: SIGNATURE NAME: Dane Dodd TITLE: Executive Vice Presldm 6. 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 # BL, EXP. 12/31/ UBI # EXP. 7. TERM: COMMENCEMENT DATE: >� .�T� \ COMPLETION DATE: 12/31 /2026 8. TOTAL COMPENSATION: $ Adding 220k; Total = $81 Ok (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: D YES d NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: O YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT / CONTRACT REVIEW 6 PROJECT MANAGER 8 DIVISION MANAGER 8 DEPUTY DIRECTOR 8 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 6 LAW DEPT INITIAL / DATE REVIEWED INITIAL / DATE APPROVED CE 11/19/2024 CE 1111912024 DSW 11/19/24 TMW 11/20/24 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOWCONTRACTOR DATE SENT: i\,12-0 I214 DATE REC' D: 12/18/24 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LI NSES,'BXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT LAW DEPT Y WSIGNATORY (MAYOR OR DIRECTOR X CITY CLERK `- O2 ❑ ASSIGNED AG # AG# ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: EXECUTE " " ORIGINALS 1 /2020 CrrY HALL CITY OF 33325 8T" Avenue South ��.. Federal Way, WA98003-6325 Federal Way (253) 835-7000 www_ Federo hvaywa- go v AMENDMENT NO.4 TO GOODS AND SERVICES AGREEMENT FOR UNDERGROUND UTILITY LOCATING This Amendment ("Amendment No. 4") is made between the City of Federal Way, a Washington municipal corporation ("City"), and USIC Locating Services, LLC, an Indiana limited liability company ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Underground Utility Locating ("Agreement") dated effective May 14, 2019, as amended by Amendment No. 1 January 19, 2021, Amendment No. 2 October 14, 2022, and Amendment No. 3 July 17, 2023 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2026 ("Amended Term") 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B-4, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Amended Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been perfornued under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear tinder penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 4/2023 Cr Y HALL `Federal Way Feder Sr^ Avenue South Y Federal Way, WA 98003-6325 (253 ) 835-7000 www. Fede ro hvaywn. go v EXHIBIT B-4 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Two Hundred Twenty Thousand and 00/100 Dollars ($220,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Eight Hundred Ten Thousand and 00/100 Dollars ($810,000.00). Method of Compensation: Unit Price In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: ITEM ITEM ESTIMATED EXTENDED NO. DESCRIPTION UNIT QUANTITY UNIT PRICE PRICE WSST** TOTAL Normal Locate Rate (Storm and 1 Electrical Only) EA 2,200 $22.28 $49,016.00 $0.00 $49,016.00 No Conflict (Storm and Electrical Only) 2 Clear Rate EA 2,700 $22.28 $60,156.00 $0.00 $60,156.00 $65 (billed by quarter hour at 3 Hourly Rate HR 40 $16.25) $2,600.00 $0.00 $2,600.00 Callout/Overtime 4 (OT) Hourly Rate HR 20 $82.28 $1,645.60 $0.00 $1,645.60 City Fiber Optic 5 Locate Rate HR 40 $25 .88 $1,035.20 $0.00 $1,035.20 Total: $114,452.80 $0.00 $114,452.80 Pricing Definitions Per One Call Ticket — All tickets received from Washington One Call. Each ticket granted 30 minutes of locating time. The ticket will then be billed per 1/4-hour at the hourly rate shown above. Paintable Locate — Locating, painting and flagging of the City of Federal Way Fiber utility only. Each ticket granted 30 minutes of locating time. The ticket will then be billed per 1/4-hour at the Hourly Rate shown above. AMENDMENT - 3 - 4/2023 CrrY HALL ` CITY OF 33325 8r Avenue South Federal Way, WA 48003-6325 Federal Way (253) 835-7000 www_Fe&rahvaywa.gov IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: 011-41to�� Jim rel . Mayor DATE: t -V USIC LOCATING SERVICES, LLC: By: �� Printed Name: Dane Dodd Title: Executive Vice President Date: December 18. 2024 STATE OF INDIANA ) ) ss. COUNTY OF MARION ) ATTEST: Hivom- G",Ov ephanie Courtney, MM .PRO, City Clerk APPROVED AS TO FORM: L�- - — ltv", �(A Ryan Call, CityXttoe�-� On this day personally appeared before me Dane Dodd, to me known to be the Executive Vice President of USIC Locating Services. LLC that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he or she was authorized to execute said instrument. GI�(�•h',3ny hand and official seal this \ *��i i �Q 05-203� A'^�y •.. '� Notary's signature Notary's printed name pUQLIC _ c+ SepL �.An ' 0 c ti"c . �oy��oock co 41�ZP day of December , 2024. G1Rky)d(--JWCA4CA Notary Public in and for the State of Indiana. My commission expires 3 — $ - 20 43li AMENDMENT - 2 - 4/2023 11/19/24, 3:10 PM Corporations and Charities System BUSINESS INFORMATION Business Name: USIC LOCATING SERVICES, LLC UBI Number: 602 887 840 Business Type: FOREIGN LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 9045 RIVER RD STE 200, INDIANAPOLIS, IN, 46240-6400, UNITED STATES Principal Office Mailing Address: 9045 RIVER RD STE 200, INDIANAPOLIS, IN, 46240-6400, UNITED STATES Expiration Date: 01/31/2025 Jurisdiction: UNITED STATES, INDIANA Formation/ Registration Date: 01/30/2009 Period of Duration: PERPETUAL Inactive Date: Nature of Business: OTHER SERVICES, PRE -DIG UNDERGROUND UTILITY LOCATING SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: C T CORPORATION SYSTEM Street Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501-1267, UNITED STATES Mailing Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501-1267, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR ENTITY RECONN HOLDINGS, LLC hftps://ccfs.sos.wa.gov/?-91=1*1 euutyh*_ga*MjAwOTk2NTkzOC4xNjgyNT150DE3`_ga_7B08VE04WV*MTcwOTkxODEONy42Ni4xLjE3MDk5MTgxOT... 1 /1 USIC* PROTECTING INFRASTRUCTURE Certificate of Authority November 19, 2024 City of Federal Way City Hall 33325 8 h Avenue South Federal Way, WA 98003 Re: Certificate of Authority — Amendment No. 4 to Goods and Services Agreement for Underground Utility Locating To Whom It May Concern: I, Deborah E. Lloyd, individually and on behalf USIC Locating Services, LLC, as Senior Vice President, Legal and Corporate Secretary, do by my signature below, certify that: 1. USIC Locating Services, LLC is an Indiana limited liability company; 2. I am the Senior Vice President, Legal and Corporate Secretary of USIC Locating Services, LLC 3. The Parties have agreed to execute Amendment No. 4 to Goods and Services Agreement for Underground Utility Locating; 4. This document certifies that Dane Dodd, Executive Vice President, Sales & Advanced Infrastructure Solutions, is authorized to execute any and all documents which may be necessary to create an enforceable Amendment No. 4 to Goods and Services Agreement for Underground Utility Locating; 5. The following person has been appointed to and now occupies the office indicated below: a. Dane Dodd _Executive Vice President, Sales & Advanced Infrastructure Solutions 6. In witness whereof, I hereby set my hand this 19a' day of November 2024: Deborah E. Lloyd Sr. Vice President, Legal and Corporate Secretary USIC Locating Services, LLC USICLLC.com 9G� PI,Yflh RJVel Road Suite 2Q,"! Indianapolis IN 4324' RETURN TO: PW ADMIN EXT: 2700 ID #: 4271 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/Div: PUBLIC WORKS / Development Services 2. ORIGINATING STAFF PERSON: Cole Elliott EXT: 2730 3. DATE REQ. BY: 07/07/2023 3. TYPE OF DOCUMENT (CHECK ONE): p CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT 0 PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION 0 CONTRACT AMENDMENT (AG#): 19-078 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: Underground Utility Locating 5. NAME OF CONTRACTOR: USIC Locating Services, LLC ADDRESS: 9045 North River Road. Suite 300, Indianapolis IN 46240 TELEPHONE: 317-575-7800 E-MAIL: FAX: SIGNATURE NAME: Sean Lepsky TITLE: Vice President of Sales 6. 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 # BL, EXP. 12/31/ UBI # , EXP. 7. TERM: COMMENCEMENT DATE: COMPLETION DATE: 12/31 /24 8. TOTAL COMPENSATION: $ no change (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: O YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: S IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 6 PROJECT MANAGER CE 06/27/2023 6 DIVISION MANAGER CE 06/27/2023 d DEPUTY DIRECTOR DSW 7/5/23 6 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW DEPT KVA7/5/2023 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 7/6/2023 DATE REC' D: 7/14/2023 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT 8 LAW DEPT 8 SIGNATORY (MAYOR OR DIRECTOR) 8 CITY CLERK ❑ ASSIGNED AG # AG# ❑ SIGNED COPY RETURNED DATE SENT: �I COMMENTS: EXECUTE" " ORIGINALS 1/2020 CITY OF CITY HALL Fe d e ra I Wa 33325 8th Avenue South �� (253)Federal Way, WA 98003-6325 (253) 835-7000 www ciryoffederaMW com AMENDMENT NO.3 TO GOODS AND SERVICES AGREEMENT FOR UNDERGROUND UTILITY LOCATING This Amendment ("Amendment No. 3]") is made between the City of Federal Way, a Washington municipal corporation ("City"), and USIC Locating Services, LLC, Indiana limited liability company ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Underground Utility Locating ("Agreement") dated effective May 14, 2019, as amended by Amendment No. 1 January 19, 2021, and Amendment No. 2 October 14, 2022, as follows: 1. AMENDED COMPENSATION. The compensation, as referenced by Exhibit B-1 of Amendment No. 2 to the Agreement, shall be replaced in its entirety by Exhibit B-3, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 CITY OF �. Fe d e ra l Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www citWf(ederahvay. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: Ji rr ,Mayor DATE: USIC LOCATING SERVICES, LLC: By: Printed Name: Sean Le ;ir Title: VP of Regional & Inside Sales Date: STATE OF INDIANA ) ) ss. COUNTY OF MARION ) ATTEST: St phai ie Courtney, CMC, Cit Clerk APPROVED AS TO R Ll 4r, J Ryan Call, City AttonK On this day personally appeared before me Sean Lepsky , to me known to be VP of Regional & Inside Sales of USIC Locating_ Services, LLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said instrument. GIVEN my hand and official seal this I ?> day of Tjj,j 20J3 Notary's signature Notary's printed name Notary Public in and for the State of Indiana. My commission expires S —/0 WENDY V I. ,h ) Se+ Notary Public • S' +` of Indiana Marion � .unty r My Commission Bpi— May 10, 2024 B-3 AMENDMENT -2- 3/2017 CITY OF Federal Way COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www o"ffederalwey. com 1. Total Compensation: No change. The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Five Hundred Ninety Thousand and 00/100 Dollars ($590,000.00). 2. Method of Compensation: Unit price In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of the unit pricing and/or hourly labor charge rate schedule for Contractor's personnel as shown below: ITEM ITEM UNIT ESTIMATED UNIT EXTENDED WSST** TOTAL NO. DESCRIPTION QTY PRICE PRICE 1 Normal Locate Rate EA 2,200 $21.63 $47,586.00 $0 $47,586.00 (Storm and Electrical Only) 2 No Conflict (Storm EA 2,700 $21.63 $58,401.00 $0 $58,401.00 and Electrical Only) Cleared Rate 3 Hourly Rate Hour 40 $60.76 $2,430.40 $0 $2,430.00 (billed by '/4 hour at $14.13 4 Callout/Overtime Hour 20 $79.88 $1,597.60 $0 $1,597.60 (OT) Hourly Rate 5 City Fiber Optic Hour 40 $25.13 $1,005.20 $0 $1,005.60 Cable Locate Total: $111,019.80 $0 $111,019.80 Pricing Definitions Per One Call Ticket — All tickets received from Washington One Call. Each ticket granted 30 minutes of locating time. The ticket will then be billed per %4-hour at the Hourly Rate shown above. Paintable Locate — Locating, painting and flagging of the City of Federal Way Fiber utility only. Each ticket granted 30 minutes of locating time. The ticket will then be billed per'/4-hour at the Hourly Rate shown above. AMENDMENT - 3 - 3/2017 USIE* PROTECTING INFRASTRUCTURE Certificate of Authority July 12, 2023 City of Federal Way City Hall 33325 8th Avenue South Federal Way, WA 98003 Re: Certificate of Authority — Amendment No. 3 to Goods and Services Agreement for Underground Utility Locating To Whom It May Concern: I, Brooke J. Egan, individually and on behalf USIC Locating Services, LLC, as Senior Vice President, Legal and Corporate Secretary, do by my signature below, certify that: 1. USIC Locating Services, LLC is an Indiana limited liability company; 2. I am the Senior Vice President, Legal and Corporate Secretary of USIC Locating Services, LLC 3. The Parties have agreed to execute Amendment No. 3 to Goods and Services Agreement for Underground Utility Locating; 4. USIC Locating Services, LLC authorizes Sean Lepsky, Vice President, Regional and Inside Sales, to execute any and all documents which may be necessary to create an enforceable Amendment No. 3 to Goods and Services Agreement for Underground Utility Locating; 5. The following person has been appointed to and now occupies the office indicated in (4) above: a. Sean Lepsky Vice President, Regional and Inside Sales 6. In witness whereof, I hereby set my hand this 12th day of July 2023: 3t-�1 &r- Brooke J. Egan Sr. Vice President, Legal and Corporate Secretary USIC Locating Services, LLC USICLLC.com 1 9045 North River Road, Suite 200 1 Indianapolis, IN 46240 6/27/23, 1:08 PM Corporations and Charities System BUSINESS INFORMATION Business Name: USIC LOCATING SERVICES, LLC UBI Number: 602 887 840 Business Type: FOREIGN LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 9045 RIVER RD STE 200, INDIANAPOLIS, IN, 46240-6400, UNITED STATES Principal Office Mailing Address: 9045 RIVER RD STE 200, INDIANAPOLIS, IN, 46240-6400, UNITED STATES Expiration Date: 01/31/2024 Jurisdiction: UNITED STATES, INDIANA Formation/ Registration Date: 01/30/2009 Period of Duration: PERPETUAL Inactive Date: Nature of Business: OTHER SERVICES, PRE -DIG UNDERGROUND UTILITY LOCATING SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: C T CORPORATION SYSTEM Street Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501-1267, UNITED STATES Mailing Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501-1267, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR ENTITY USIC, LLC https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 1 /1 RETURN TO: PW ADMIN EXT: 2700 ID #: 4111 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/Div: PUBLIC WORKS / Development Services 2. ORIGINATING STAFF PERSON: Cole Elliott, PE EXT: 2730 � w 3. DATE REQ. B"Ym�) / / 0"' 3. TYPE OF DOCUMENT (CHECK ONE): p 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 0 CONTRACT AMENDMENT (AG#): 19-078 ❑ INTERLOCAL ❑ OTHER Amendment 42 4. PROJECT NAME: Underground Utllltv Locating NAME SIC Locatina Services, s. ^R: U_ LLC ........ 045 Northiver ,.. Iite aa ., l443 TFLL:.I0NE:317-575 -7800ADDRESS: E-MAIL: diirn—talbaum ollc.com FAx-317-663-0708 SIGNATURE �1MIi: DarinSt�_Iaum TI II: Vice President EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES 0 COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS CFW LICENSE # mmmm,m,m BL, EXP. 12/31/__ UBI # 602 887 840 , EXP. / / 7. TERM: COMMENCEMENT DATE: 5/14/201 9 COMPLETION DATE: 12/31 /2024 8. TOTAL COMPENSATION: $ Addlnq,.22„.�0 TOta1 = 590,000.OQ (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: $, -- IS SALES TAX OWED: ❑YES ❑ NO IF YES, $,., - PAID BY: ❑ CONTRACTOR ❑ CITY RET,A.INAGE. RETAINAGF AMOUNT, U RFTAINAGE AGREEMENT (SEE CONTRACT) OR a RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: ( ._.... 410 PO 068090) SPLIT: 70/30 -> $154,000 to 401-3100-620-542-41-410 & 66,000 to 101-4300-230 543-10 9. DOCUMENT / CONTRACT REVIEW 11 PROJECT MANAGER A DIVISION MANAGER d DEPUTY DIRECTOR A DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT 10. COUNCIL APPROVAL (IF APPLICABLE) 11. CONTRACT SIGNATURE ROUTING INITIAL / DATE RI VIEWED INITIAL / DATE APPROVED SCHEDULED COMMITTEE DATE: 7/11/22 COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: 7119/22 COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC, D: 22 10I06/22 ..................... ._.... ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT 8 LAW DEPT 8 SIGNATORY (MAYOR OR DIRECTOR) 8 CITY CLERK ❑ ASSIGNED AG # ❑ SIGNED COPY RETURNED COMMENTS: E. i..-I °IJ I I ' 2. ' OIfiII INAI.S I jai,JM/,VaZLo . AG DATE SENT: ..�.1..1... �e.... 1 /2020 This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and USIC Locating Services, LLC, an Indiana limited liability company ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Underground Utility Locating ("Agreement") dated effective 1/19/2021, as amended by Amendment No 1. as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than 12/31/2024 ("Amended Term"). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B-1, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Amended Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 CITY OF C11 IFY HALL 33325 8th Aveinue South Federal Way Fedeii-M Way, WA 8003-6325 (253) 83 -7DD0 wwwri"ffederahvaycom IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: 00 By: mt „�,�: o�. Ji DATE: USIC Locating Services LLC: By: Darin J. Stalbaum, Vice President Date: October 6, 2022 STATE OF INDIANA ) ) ss. COUNTY OF Marion ATTEST: S phanie Courtney, CM Ci Clerk F" ROVED AS TO ;ORM: a (W Ryan Call, City ttortK On this day personally appeared before me ..+ t �` t, , to me known to be the Director of Sales of USIC Locating Services, LLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and official seal this day of ©(' �1�j�� , 20 2Z Nota s signature Notary's printed name Notary Public 61 and for the 'State of Wash ington. Z My commission expires m m _ ` 1.0.................mm.� WENDY VINAAD Seal Notary Public - State of fndiana Marion County My Commission Expires May 10, 2024 AMENDMENT - 2 - 3/2017 C#TY OF UTY HALL Federal / %J i/�� l % it %i FederM Way, WA 98003-6325 EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional amount not to exceed Two Hundred Twenty Thousand and 00/ 100 Dollars ($220,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Five Hundred Ninety Thousand and 00/100 Dollars ($590,000.00). 2. Method of Compensation: Unit price In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of the unit pricing and/or hourly labor charge rate schedule for Contractor's personnel as shown below: ITEM ITEM UNIT ......... ESTIMATED UNIT EXTENDED WSST** �......a TOTAL NO. DESCRIPTION QTY PRICE PRICE ...............�.. 1 Normal Locate Rate EA 2,200 $21.63 $47,586 .00 $0 $47,586 00 (Storm and Electrical Only) ...................... ... 2 No Conflict (Storm EA 2,700 $21.63 $58,401 .00 $0 $58,401.00 and Electrical Only) Cleared Rate 3 Hourly Rate Hour 40 $60.76 $2,430.40 $0� $2,430.40 (billed by 1/4 hour at $14.13) 4 Callout/Overtime Hour 20 $79.88 $1,597. 60 $0 $1,597.60 (OT) Hourly Rate 5 City Fiber Optic Hour 40 $25.13 $1,00 5.20 $0 $1,005.20 Cable Locate* Total: $111,019.80 $OLL $111,019.80 *Not part of current contract Pricing Definition Per One Call Ticket — All tickets received from Washington One Call. Each ticket granted 30 minutes of locating time. The ticket will then be billed per'/4-hour at the Hourly Rate shown above. Paintable Locate — Locating, painting and flagging of the City of Federal Way Fiber utility only. Each ticket granted 30 minutes of locating time. The ticket will then be billed per'/4-hour at the Hourly Rate shown above. AMENDMENT - 3 - 3/2017 m COUNCIL MEETING DATE: April 16, 2019 ITEM #: CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: UNDERGROUND UTILITY LOCATING SERVICES AGREEMENT POLICY QUESTION: Should the City Council approve the Underground Utility Locating Services Agreement with USIC Locating Services, LLC? COMMITTEE: Land Use and Transportation Committee MEETING DATE: April 1, 2019 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other I DEPT: Public Works STAFF REPORT 1'I't"esire& S. Winkler, P.E., Deputy Director Attachments: Land Use and Transportation Committee memorandum dated April 1, 2019 Underground Utility Locating Goods and Services Agreement Options Considered: 1. Approve the Underground Utility Locating Services Agreement with USIC Locating Services, LLC, in the amount not -to -exceed $150,000.00, and authorize the Mayor to execute the agreement. 2. Reject all proposals for the Underground Utility Locating Services and provide direction to staff. MAVOR"s RECOMMENDATION: The Mayor reeorninends forwarding Option 1 to the April 16, 2019 City(."ouncil consent agenda for apprgq 14 MAYOR APPROVAL: �'_A �, "" 5 DIRECTOR APPROVAL: *Zl 11 "� nthmhtec ti'.�'RdtE14' Initial1)"Aw, Initial/Date InitiaLDate COMMITTEE RECOMMENDATION: I move to forward the proposed Agreement to the April 16, 2019 consent agenda for approval. Mark'KoDnAk Committee Chk Jesse JohAson„ Committee Member Floanp- "1 ra , Cominittc Member PROPOSED COUNCIL MOTION: "I move approval of the Underground Utility Locating Services Agreement, effective May 1, 2019 through December 31, 2020 with a total compensation not -to -exceed $150,000, and authorize the Mayor to sign said agreement. " — ......,. BELOW TO BE COMPLETED BY CITY CLERK'S O,l:",Elt" E) ...�....�......� ......._ %.M.�_.....-__ -------------- _ .., __.. _ .. ...._.. .... COUNCIL ACTION: 11 APPROVED COUNCILBILL# 11 DENIED First reading 11 TABLED/DEFERRED/NO ACTION Enactment reading 13 MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED — 12/2017 RESOLUTION # � ' 1 DATE: April 1, 2019 TO- Land Use & Transportation Committee VIA: Jim Ferrell, Mayor EJ Walsh, P.E., Director of Public Work_ FROM: esiree S. Winkler, P.E., Deputy Public Works Director SUBJECT: Underground Utility Locating Services Agreement FINANCIAL IMPACTS: This project was included within the 2019-2020 budget for both Surface Water Management and Traffic Division for a total of $92,410 per year. This will replace the current Traffic contract of $27,410 per year with King County. No new General Fund money will be allocated to this contract, however the City's risk associated with utility strikes will be reduced from the current contract amount. Within the Surface Water Management $65,000 per year has been programmed to fund this contract. To continue to meet the expanding requirements of our NPDES Permit, without this contract, the City would need to either hire an additional SWM Inspector or outsource other inspection work. Both of those options would have a larger financial burden on the City than outsourcing the utility locate contract. This contract will be managed by existing staff, and no anther Financial Impacts are aticipated. BACKGROUND: During the 2019-2020 budget process Public Works reviewed all of our in-house and contracted services to identify both financial savings and also opportunities to create efficiencies within the Public Works Department. One area that was identified was the Underground Utility Locate program. The City is required by RCW to mark -out or confirm there are no City owned utilities (Surface Water, Street and Traffic Lights, Fiber) when a One Call is requested within City Limits. Currently a Surface Water Management Inspector marks -out Surface Water utilities; Street and Traffic Lights are marked out as part of a contract with King County; and Fiber is largely not marked. In the event of a utility being hit during construction, if the City did not mark or cause the utility to be properly marked, the City is liable for the repair costs. Surface Water Management originally had 0.2 FTE of an inspector dedicated to meeting this requirement. Currently SWM has 0.5 FTE dedicated to complete the increased workload associated with the increasing amount of development occurring within the City. Inspection requirements from Ecology associated with the City's NPDES Permit have also increased over the last several years and without outsourcing this SWM will be required to bring in additional staff or contracts to complete other NPDES Permit mandated requirements such as Commercial Inspections, Surface Water Outfall Inspections, and Catch Basin Inspections. Within the 2019 -2020 budget, Surface Water allocated $65,000 towards contract funding. Traffic currently contracts with King County to complete this work at an approximate cost of $27,410 per year. In accordance with the King County Contract, they operate as an extension of our staff, meaning if April 1, 2019 Land Use and Transportation Committee Underground Utility Locate Agreement Page 2 something is not marked or miss -marked the City is liable for the damage to the utility, not the County. This same funding amount is proposed to be transferred to this program, with no increase in funding. IT typically does not mark out fiber, meaning if there is a strike or damage, the City is fully liable for damages. While these are not budgeted, when a strike occurs it typically costs approximately $5,000 to $50,000. The cost for IT to be included within this contract was identified as approximately $10,000 per year, however this was not funded as part of the 2019-2020 budget. The approved budget includes outsourcing both the Surface Water Management and the Traffic components to a single, competitively secured, contract. As part of the new contract, the successful firm will assume the liability that is currently being transferred from King County to the City. The request for proposals includes an hourly rate for locating fiber optic cable upon City special request outside of the one call system. Although currently not budgeted for, this pre -determined rate provides flexibility to add this service at a future date if additional funding becomes available or is necessary as part of a separately funded project. Only one proposal was received. Although seemingly non-competitive, it was not surprising, as USIC Locating Services, LLC is the primary underground utility locator in the area and therefore benefits from economies of scale providing locates for other utilities in the same location. USIC Locating Services, LLC has a proven track record, positive references, and reasonable costs, and therefore, staff recommends entering into this agreement. Table 1: Expenditures Dates of Service Cost May 2019 —December 2019 $ 55,470 ....... w January 2020 — December 2020 $ 94,530 TOTAL $150,000 Table 2: Revenue Revenue Source unt Amo- May, 2019 December 2019 (reduced $ 16,000 King County Traffic Contract) January 2020 — December 2020 ! $ 27,410 (reduced King County Traffic Contract) 2019 $ 5,000 - SWM - 2020 .......... _ $ 65,000 On -cal .............. ...._.. 1 locates and fiber locates for m,,.......... _______........... TBD capital projects — TOTAL $173,410 6/3/22, 9:45 AM Corporations and Charities System BUSINESS INFORMATION Business Name: USIC LOCATING SERVICES, LLC UBI Number: 602 887 840 Business Type: FOREIGN LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 9045 RIVER RD STE 200, INDIANAPOLIS, IN, 46240-6400, UNITED STATES Principal Office Mailing Address: 9045 RIVER RD STE 200, INDIANAPOLIS, IN, 46240-6400, UNITED STATES Expiration Date: 01/31/2023 Jurisdiction: UNITED STATES, INDIANA Formation/ Registration Date: 01/30/2009 Period of Duration: PERPETUAL Inactive Date Nature of Business: OTHER SERVICES, PRE -DIG UNDERGROUND UTILITY LOCATING SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: C T CORPORATION SYSTEM Street Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501-1267, UNITED STATES Mailing Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501-1267, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR ENTITY USIC, LLC https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1 /1 USIC LOCATING SERVICES, LLC CERTIFICATE OF AUTHORITY The undersigned Member(s) of USIC Locating Services, LLC ("Company") hereby certify: • That the undersigned is/are the Member(s) of the Company That the undersigned is/are qualified to make this certification and are authorized to give this certificate. That Darin Stalbaum, Vice President of Sales of the Company, is authorized to act on behalf of the Company by executing agreements, making certifications, making representations, giving notices, and executing transactions Exec this � day of � t 2019. X. By: V� �IGV�L�GI SUN Member of the Company Sworn and subscribed before me this.lyeday of L/L , 2019. / N' - ary Public AUTUMNE C BRUCE Seal Notary Public - State of Indiana Marion County My Commission Expires Mav 5. 202.1 RETURN TO: PW ADMIN EXT: 2700 ID #: 3844 CITY OF FEDEI.�L WAY LAW DEPARTMEN f ROUTI'NG FORM, •r- ORIGINATING DEPT/DIV: PUBLIC WORKS / DEVELOPMENT SERVICES ORIGINATING STAFF PERSON: COLE ELLIOTT EXT: 2730 3. DATE REQ. BY:_ 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#): 19-078 ❑ INTERLOCAL ❑ OTHER 1. PROJECT NAME: UNDERGROUND UTILITY LOCATING NAME OF CONTRACTOR: USIC LLC ADDRESS: 9045 NORTH RIVER ROAD SUITE 300, INDIANAPOLIS, IN 46240 E-MAIL: DARINSTALBAUM@USICLLC.COM SIGNATURE NAME: DARIN STALBAUM TELEPHONE:317-575-7800 FAX:317-663-0708 TITLE: VICE PRESIDENT 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 # BL, EXP. TERM: COMMENCEMENT DATE: 0 1/0 1/2021 UBI # , EXP. COMPLETION DATE: 12/31/2022 TOTAL COMPENSATION: $220,000 (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: $ IS SALES TAX OWED: ❑ YES RETAINAGE: RETAINAGE AMOUNT: ❑ PURCHASING: PLEASE CHARGE TO: ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED DOCUMENT / CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIVISION MANAGER ❑ DEPUTY DIRECTOR ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE ❑ LAW DEPT 0. COUNCIL APPROVAL(IF APPLICABLE) 1. CONTRACT SIGNATURE ROUTING INITIAL / DATE REVIEWED CE 12/04, 2020 CE 12/04/2020 DSW 12/8/2020 EJW 12/17/2020 ER 12/17/2020 INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) ❑ FINANCE DEPARTMENT ❑ LAW EPT GNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL ;OMMENTS: IXECUTE " " ORIGINALS INITIAL / DATE SIGNED ail CITY OF ;ITY HALL 1�k Fe d e ra I Way8th Avenue South Feder Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway com AMENDMENT NO. 1 TO GOODS AND SERVICES AGREEMENT FOR UNDERGROUND UTILITY LOCATING This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and USIC Locating Services, LLC., a Washington Limited Liability Company ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Underground Utility Locating ("Agreement") dated effective May 14, 2019 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2022 ("Amended Term"). 2. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A-1 attached hereto and incorporated by this reference ("Additional Services"). 3. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit 13-1, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Amended Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. Section 4.3 of the Agreement is amended as follows: 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. 4. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Parry consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 CITY OF CITY HALL �.- Fe d e ra I Way Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. a1yoffederaiway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: Jim el , Mayor DATE: / /14 USIC LOCATING SERVICES, LLC.: By: Darin J. Stalbaum, Vice President DATE: ,3ANUAPLI H1 r2va1 STATE OF INDIANA ) ss. COUNTY OF MARI oiJ ) ATTEST: p anie Courtney, C , City Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me Darin J. Stalbaum, to me known to be the Vice President of USIC Locating Services. LLC. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 4*�' day of 3- 'WuAo-, 20&[. Notary's signature , Notary's printed name enne, Notary Public in and for the State of Indiana. My commission expires l 14W a ?sr- KENNETH NEIL GOREE Notary Public - Seal Marion County . State of Indiana Commission Number NP0725902 My Commission Expires Mar 19, 202d AMENDMENT - 2 - 3/2017 �FCITY HALL Y 33325 8th Avenue South Federal e ra l Way Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway.com EXHIBIT A-1 ADDITIONAL SERVICES SECTION IV — INVOICING, REPORTING AND RESPONSIBILITIES is amended as follows: A. Rate Types: 1. Normal Locate Rate (Field) — Rate applied to each Locate Request received from the One -Call Center for marking the City's Underground Facilities (Storm and Electrical only) in accordance with the APWA standards and/or Damage Prevention laws of Washington requiring a Site Visit and marking utilities or lack thereof. All locate requests will be based upon a ticket received from Washington One Call. Each ticket will be granted 30 minutes of locating time. AMENDMENT - 3 - 3/2017 CITY OF CITY HALL Fe d e ra I Wa Feder 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www. (:I"Y(!I rr,dr/,,Iway.com EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional amount not to exceed Two Hundred Twenty Thousand and 00/ 100 Dollars ($220,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Three Hundred Seventy Thousand and 00/100 Dollars ($370,000.00). 2. Method of Compensation: Hourly Rate In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of the unit pricing and/or hourly labor charge rate schedule for Contractor's personnel as shown below: ITEM ITEM UNIT ESTIMATED UNIT* EXTENDED WSST TOTAL NO. DESCRIPTION QTY PRICE PRICE 1 Normal Locate Rate EA 4,400 $18.89 $83,116.00 $0 $83,116.00 (Storm and Electrical Only) 2 No Conflict (Storm EA 5,200 $18.89 $98,228.00 $0 $98,228.00 and Electrical Only) Cleared Rate 3 Hourly Rate Hour 80 $53.09 $4,247.00 $0 $4,247.00 4 Callout/Overtime Hour 40 $75.00 $3,000.00 $0 $3,000.00 (OT) Hourly Rate 5 Paintable Locate Hour 80 $20.42 $1,634.00 $0 $1,634.00 Total: $190,225.00 $0 $190,225.00 *Rate for 2022 will be adjusted by CPI Index Pricinp, Definitions Per One Call Ticket — All tickets received from Washington One Call. Each ticket granted 30 minutes of locating time. The ticket will then be billed per'/4-hour at the Hourly Rate shown above. Paintable Locate — Locating, painting and flagging of the City of Federal Way Fiber utility only. Each ticket granted 30 minutes of locating time. The ticket will then be billed per'/4-hour at the Hourly Rate shown above. AMENDMENT - 4 - 3/2017 BUSINESS INFORMATION Business Name: USIC LOCATING SERVICES, LLC UBI Number: 602 887 840 Business Type: FOREIGN LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 9045 RIVER RD STE 300, INDIANAPOLIS, IN, 46240-6400, UNITED STATES Principal Office Mailing Address: 9045 RIVER RD STE 300, INDIANAPOLIS, IN, 46240-6400, UNITED STATES Expiration Date: 01/31/2021 Jurisdiction: UNITED STATES, INDIANA Formation/ Registration Date: 01/30/2009 Period of Duration: PERPETUAL Inactive Date: Nature of Business: OTHER SERVICES, UNDERGROUND UTILITY LINE LOCATING REGISTERED AGENT INFORMATION Registered Agent Name: C T CORPORATION SYSTEM Street Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501, UNITED STATES Mailing Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL RYAN HOLT GOVERNOR INDIVIDUAL MIKE RYAN GOVERNOR INDIVIDUAL KELLY HUNTINGTON AC"RO�' CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 1/1/2022 12/30/2020 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Lockton Companies NAME: 1185 Avenue of the Americas, Suite 2010 PHONE IF New York NY 10036 'N. /C No): 646-572-7300 ADDRESS` INSURER A: Zurich American Insurance Company 16535 INSURED ONECALL HOLDINGS, INC. INSURERB.-NaVi atQ Inlranc m a 42307 1378688 USIC, LLC INSURER C DBA USIC LOCATING SERVICES, LLC INSURERD: 9045 N RIVER ROAD, SUITE 300 INSURER E : INDIANAPOLIS IN 46240 INSURER F : r0VFRArFS rFRTIFIrATF NIIMRFR- IAn7nRZQ REVISION NUMRER- XXXXXXX 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 ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRR TYPE OF INSURANCE POLICY NUMBER PM LICY EFf EXP LIMITS A X COMMERCIAL GENERAL LIABILITY Y N GLO 9441413-06 I/1/2021 1/1/2022 EACH OCCURRENCE $ 2 000 000 P Ea occurrence) $ 1000 000 CLAIMS -MADE FxI OCCUR X MED EXP (Any one person) $ XXXXXXX SIR $2,000,000 X X,C,U INCLUDED PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 8.000.000 PRO- X POLICY 191 JECT E LOC PRODUCTS - COMPIOP AGG $ 8,000,000 OTHER: A AUTOMOBILE LIABILITY N BAP9441414-06 1/1/2021 1/1/2022 COMBINN Me90GIEDSINGt.ELIMIT $ 5000000 BODILY INJURY (Per person) $ XXXXXXX X ANY AUTO BODILY INJURY (Per accident) $XXXXXXX OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ XXXXXXX $XXXXXXX B I X UMBRELLA LWB X OCCUR N N NY21EXC740722IV 1/1/2021 1/1/2022 EACH OCCURRENCE $ 10 000,000 AGGREGATE Is 10,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ $0 s XXXXXXX A A, A A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? � (Mandatory in NH) NIA N WC 9441411-06 (DED 1/1/2021 WC 9441412.06(IZEfR� MA �$/]�� 1/1/2021 EXCLUDES TX WA, OH, ND, WY STOP GAP 1/1/2022 1/1/2022 EO X sATurE R E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE, $ 1,000,000 $ 1, 000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E-L- DISEASE- POLICY LIMIT Is 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CITY OF FEDERAL WAY IS AN ADDITIONAL INSURED WITH RESPECT TO THE GENERAL LIABILITY COVERAGE, ONLY AS REQUIRED BY WRITTEN CONTRACT, SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. CERTIFICATE HOLDER CANCELLATION 16070839 CITY OF FEDERAL WAY 33325 8TH AVENUE SOUTH FEDERAL WAY WA 98003 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 REPRE A'��A, n 1 JRS-2015 ACORD CORPORATION. All riahts reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD USIC LOCATING SERVICES, LLC CERTIFICATE OF AUTHORITY The undersigned Member(s) of USIC Locating Services, LLC ("Company") hereby certify: • That the undersigned is/are the Member(s) of the Company • That the undersigned is/are qualified to make this certification and are authorized to give this certificate. • That Darin Stalbaum, Vice President of Sales of the Company, is authorized to act on behalf of the Company by executing agreements, making certifications, making representations, giving notices, and executing transactions Exec this x. ff a y of t� t 2019. By: V' I �Ie�1e►�G�� G Nkt Member of the Company Sworn and subscribed before me thisv&P'dday of tea- , 2019. N ary Public AUTUMNE C BRUCE Seal Notary Public - State of Indiana Marion County My Commission Expires May 5, 2024 RETURN TO: PW ADMIN EXT: 2700 ID #: CITY OF FEDERAL WAY LAW DEPARTMENT ROVT;ING FORM ORIGINATING DEPTIDIV: W iWl 2. ORIGINATING STAFF PERSON: EXT: q=T'�?' 3. DATE REQ. BY: I 1 I I 3. TYPE OF DOCUMENT (CHECK ONE): e,19.CONIRACI'OR SELECTION DOCUMENT (E.G., R RFP, IQ)� S L P W C ❑ PUBLICWORKSCONTRACT ❑ MALLOR IMITED UBLIC ORKS ONTRACT ❑ 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#): ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: 5. NAME OF CONTRACTOR: t I S ?c j u I Q0 ADDRESS: C C II SLI TELEPHONE: '�i-iFi !1 E-MAIL: FAX: SIGNATURE NAVE: 1 .IC TITLE: e,iS clirirv:-!A�C bQc,krn ov u-'. c . Ca m 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS Cl PR�OO - AUTHORITY TO SIGN CFW LICENSE # �`�1 ' �DJ1�9 BL. EXP. 122//3I/—ffl ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS UBI# (n0—a �� 9t4() E/XP. �/- /�)�p 7. TERM: COMMENCEMENT DATE: �Y I �l1 —1' COMPLETION DATE: / =3 i la o d ` 8. TOTAL COMPENSATION: $ o l o (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: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY REET�AINAGE: REI'AIIN�AGGEAMOUNT: ` � `j1L ('URCHASING: PLEASE CHARGE TO:.�11���i 9. DOCUMENT/CONTRACT REVIEW Cl PROJECT MANAGER DIVISION MANAGER RETAINAGE AGREEMENT (SEF CONTRACT) OR ❑ RETAIjIAGE BOND PROVIDED OQ-23016-gWklwl M swry #W- 31004U- 5q?- 41 VITIAL / DATF RFVIEWFD INITIAL / DAM APPROVED Clytya ?.ADEPUTY DIRECTOR `DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ,e!�)LAw DEPT �/if// 1 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: t I COMMITTEE APPROVAL DATE:. SCHEDULED COUNCIL DATE: U IV1COUNCIL APPROVAL DATE: 4qF / / 11. CONTRACT SIGNATURE ROUTING 44 1SENT TO VENDOR/CONTRACTOR DATE SENT: ` DATE REC•D: — W ILI ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS CREATE ELECTRONIC REM INDERMOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED LAW DEPT SIGNATORY (MAYOR CITY CLERK ASSIGNED AG # SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL EXECUTE" "ORIGINALS 1jilm*02, 5lull'i 1/20I8 CITY of —7, Y HALL Fe d e ra I Way der 8th Avenue South rederal Way. WA 98003-6325 (253) 835-7000 www cityoffederalwaycorn GOODS AND SERVICES AGREEMENT FOR UNDERGROUND UTILITY LOCATING This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and USIC Locating Services, LLC, an Indiana limited liability company ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: USIC LOCATING SERVICES, LLC: Darin Stalbaum, Vice President 9045 North River Road, Suite 300 Indianapolis, IN 46240 317.575.7800 (telephone) 317.663.0708 (facsimile) darinstalhaumnusi cllc_com The Parties agree as follows: CITY OF FEDERAL WAY: Cole Elliott, Development Services Manager 33325 8th Ave. S. Federal Way, WA 98003-6325 253.835.2730 (telephone) 253.835.2709 (facsimile) col e. elliottncitvoffederalway. com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than December 31, 2020 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. GOODS AND SERVICES AGREEMENT - 1 - 9/2017 ` CITY OF ----!TY HALL 32 '�.. 5 8th Avenue South Federal Way 32 rederal Way. WA 98003-6325 (253) 835-7000 www crtyofiederalway. com 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 2.4 Clean Up. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit `B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Pavment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work has been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. GOODS AND SERVICES AGREEMENT - 2 - 9/2017 ` CITY OF --ITY HALL der 8th Avenue South rederal Way. WA 98003-6325 Fe d e ra I rlVay (253) 835-7000 amw cityoffederalway com 4.4 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, GOODS AND SERVICES AGREEMENT - 3 - 9/2017 ` CITY OF SIN HALL 325 8th Avenue South Federal Way rederal Way. WA 98003-6325 (253) 835-7000 www cityoffederatway cord employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $3,000,000 for each occurrence and $3,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper GOODS AND SERVICES AGREEMENT - 4 - 9/2017 ` CITY OF "lTY HALL Fe d e ra 1 Way der 8th Avenue South rederal Way. WA 9803-6325 (253) 835-7000 www crfyoffederalway com accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter.296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. GOODS AND SERVICES AGREEMENT - 5 - 9/2017 ` CITY OF '--`!TY HALL Federal Way der l Avenue South rederaWay. WA 98003-6325 (253) 835-7000 www criyoffederalway com 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in .relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms .of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties GOODS AND SERVICES AGREEMENT - 6 - 9/2017 ,4!CITY OF �`lN HALL Fe d e ra �IVay 8th Avenue South Federder al Way. WA 98003-6325 (253) 835-7000 www cayoffederalway com shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [signature page follows] GOODS AND SERVICES AGREEMENT - 7 - 9/2017 CITY OF /`lTY HALL Federal Way 38th Avenue South Federal Way. WA 98003-6325 '(253) 835-7000 www cayoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: USIC LOCATING SERVICES, LLC: Printed Name: AAI I10 J , SiAL&ALJM Title: A)P- 5 A LE c-� DATE: b! 3 % l STATE OF INDIANA ) ) ss. COUNTY OF % 07✓ ) ATTEST: �661� &SWY11�2 - p anie Courtney, CMC ity Clerk APPROVED AS TOFORM: /44;z— fo f J. Ryan Call, City Attorney On this day personally appeared before me !/RAJA/ SML,_400t� , to me known to be the kq! ,S/rLbS of USIC Locating Services, LLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and official seal this 3��O day of _, 20#. Notary's signature Notary's printed na !E Notary Public in and for the State of Ingjanat1w,,,,,� My commission expires AUTUMNE C BRUCE ; O Seal = Notary Public - State of Indiana Marion County �!• �' •• •<Q'�.`� My Commission Expires May 5, 2024 '•fib''•• •• g`,.��� GOODS AND SERVICES AGREEMENT - 8 - -9/ 0 7 " 1 " qry of —"lTY HALL Federal Way der l Avenue South rederaWay. WA 98003-6325 (253) 835-7000 www cityoffederalway com EXHIBIT A SERVICES The City owns underground facilities consisting of: • Storm 1rainage: Storm Drainage Facilities Including, but not limited to o Storm Drainage Pipes o Catch Basins o Storm Drainage Vaults and Tanks • Electrical: Electrical Conduits and Conductors Including, but not limited to: o Electrical Conduits and Conductors for Street Lighting Systems o Electrical Conduits and Conductors for the Traffic Signal System o Copper Interconnect system for Traffic Signal Systems • City Fiber System (Not included in Normal Locate Rate): Conduits and fiber optic cable. The underground facilities may be constructed of concrete, steel, aluminum, copper, or plastic. The facilities are generally within public right-of-way but may also be on an easement to which the City has rights, or within City owned property. The Contractor agrees to furnish labor, supervision, tools, equipment and transportation as required to locate Underground Facilities owned by the City, as requested by the City. In performing such services, the Contractor will comply with all applicable federal, state, county and local laws, ordinances and regulations, and will be responsible for obtaining all business licenses, permits, inspections, and other authorizations required for the Contractor's performance of this Contract. The City joined and is separately contracting with the Northwest One -Call Subsurface Warning System (herein referred to as NW One -Call) for notification of requests for locating and marking underground (subsurface) facilities. NW One -Call will forward utility underground locating requests to the selected Contractor. The Contractor shall provide to the City two (2) email addresses at which to forward locate requests. The Contractor shall also provide at least two (2) telephone numbers that are monitored 24/7 and will be responded to within two (2) hours if the email notification system is non- functional for any reason. SECTION I — DEFINITIONS The definitions of Chapter 19.122 RCW in their entirety are hereby incorporated by reference. A. "APWA Guidelines" — Marking standards as defined by the America Public Works Association, www.apwa.net. B. "At Fault Damages" — Damage to City's Underground Facilities caused by an Excavator that occurs with respect to Locatable Underground Facilities unless Contractor can demonstrate that the Locate was done with Reasonable Accuracy. C. "Consequential Damages" — Shall include, but not limited to, loss of anticipated profits, loss of revenue, loss of use and cost of capital. D. "Consumer -Owned Facilities" — Any Underground Facility maintained, but not owned by the Facility Owner. E. "Contract Service Area" — Geographical service area that City requests Contractor to perform locating services which is the corporate limits of the City of Federal Way, as they exist today or modified in the future. F. "Excavation Site" — The area where an Excavator intends to or actually performs Excavation. G. "Excavator Notification" — Notification given to the Excavator that Underground Facilities are not present at the Excavation Site. H. "Facility Owner" — The owner of a specific Underground Facility. For purposes of this Contract, the Facility Owner is the City. GOODS AND SERVICES AGREEMENT - 9 - Rev. 9/2017 CITY OF /''lN HALL --'� Fe d e ra i Way 8th Avenue South rederderal Way. WA 98003-6325 (253) 835-7000 arrow cayoffederal way com I. "Locate" — The process of detecting Underground Facilities through the use of inductive or conductive equipment and Marking the surface of the ground to identify the existence and horizontal location of Underground Facilities. J. "Locate Request" — Notice of proposed Excavation made by an Excavator to the One -Call Center. K. "Maps and Records" — Information supplied in electronic format to Contractor by the City that shows the approximate horizontal location of the City's Underground Facilities. L. "Master Construction Contractor" — City's designated representative that performs construction and placing services for new Underground Facilities. M. "One -Call Center" — A service through which a Person can notify utility companies of proposed Excavation and request field Marking of Underground Facilities. For the City of Federal Way, the current One -Call Center is NW One -Call. N. "Positive Response Center" — A service, usually provided by the One -Call Center in the state of Washington, that receives all information related to the completion of a Locate Request. O. "Pot Hole" — The process of physically exposing City's Underground Facilities in a small area, thereby visually identifying the facility's location. P. "Screen" — The process of utilizing City supplied Maps and Records in order to determine that City owned Underground Facilities are not in conflict with proposed excavation. Q. "Site Surveillance" — To guard and protect City's Underground Facilities during unusual or extensive Excavation projects (e.g. road widening projects, sewer projects, etc.), provide such continuous on -site locating services as may be necessary to ensure Markings are visible to the Excavator. "Site Surveillance" is also known as standby protection. R. "Utility ID Code" — One -Call Center's unique identifier that establishes the City's geographical service territory. SECTION II — CONTRACTOR'S DUTIES AND RESPONSIBILITIES The Contractor shall: A. Provide sufficient qualified staff, office, marking equipment, ands computer systems compatible with the existing communications system used by the One -Call Center. Contractor will provide transportation, traffic control (as needed), and supplies to fulfill its duties under this Contract. B. Provide sufficient qualified staff, office, and computer system with software compatible with existing electronic mapping system utilized by the City. C. Receive and record Locate Requests from the One -Call Center on Business Days during the normal office hours of the local One -Call Center (typically 7:00 am through 5:00 pm). D. Receive and record Emergency Locate Requests outside Business Day hours and respond within two (2) hours of receiving an Emergency Locate Request. E. Upon receipt of a Locate Request, Contractor will determine whether a field visit to the excavation site and a visual examination is required to determine if a conflict exists between the City's Facilities and the proposed excavation. For all sites with City owned utilities within 300 feet of Locate Request, a field visit shall be completed. If Contractor determines that no field visit or visual examination is necessary using City -provided Maps and Records, Contractor will proceed under Section II, Paragraph G. F. If Contractor determines that there are Locatable Facilities present at the excavation site, it will indicate the presence of those facilities with appropriate Markings. G. If Contractor determines that the City's Facilities are not present at the excavation site, Contractor will either notify the Excavator or Positive Response Center prior to the proposed excavation that City's Facilities are not present or mark the excavation site in a manner to indicate that City's Facilities are not present at the proposed excavation site GOODS AND SERVICES AGREEMENT - 10 - Rev. 9/2017 CITY OF lTY HALL Fe e r I JVa �325 8th Avenue south a deral Way. WA 98003-6325 —" y re(253) 835-7000 wim cityofiederahvay. corn and perform required mark out services according to APWA Guidelines and following State damage prevention laws for the Contract Service Area(s). H. If excavation is to occur within five (5) feet of a storm drainage pipe that exceeds twenty (24) inches in diameter, the Contractor shall notify the City's representative when the Positive Response Center is notified. 1. When the Underground Facility is Identified, but Unlocatable, the Contractor must contact the City's representative within two (2) hours of discovery, and advise the representative of the situation. The City's representative will determine the course of action to be taken. If no course of action is successful, the Contractor shall notify the Excavator of the presence of an Identified, but Unlocatable Facility and caution the Excavator that any location information supplied may not be within the definition of Reasonable Accuracy. Contractor is not liable for any damages to Identified, but Unlocatable Facilities. J. Investigate all incidents of damage (referred to Contractor by City in accordance with Section IV, Paragraph B) for accuracy of the Locate(s) and submit to the City a written report of such investigations. Such report will contain Contractor's determination as to whether the Damage to City's Facilities constitutes At Fault Damages. The City shall have thirty (30) days after receipt of Contractor's written report to contest Contractor's conclusion. Unless the City notifies the Contractor in writing within such period that it disputes the Contractor's conclusion as to At Fault Damages, Contractor's conclusion with regard to that issue shall be deemed binding with respect to this Contract. The Contractor will maintain a copy of such written reports for a period of three (3) years, or such longer period as may be required by State law. Upon request, the Contractor will give testimonial support in cases deemed necessary by the City. The charges for investigation of damage and testimonial support will be billed at the hourly rate (Attachment A, "Hourly Rate"), however, if the damage was a result of the Contractor's failure to Locate a Locatable Underground Facility with Reasonable Accuracy, then the Contractor shall not be reimbursed for the damage investigation charges. K. Provide additional services such as Site Surveillance, Marking of Consumer -Owned Facilities, and maintenance of marks and stakes if specifically requested to do so by the City's representative. Prior to the Contractor's commencement of the additional services, the City must specifically approve such additional services in writing and the costs charged will be at the hourly rates specified in this Scope of Work. L. Notify the City's representative of any discovered discrepancies or omissions in the records or other information provided to the Contractor by the City. In the event that the Contractor updates City provided mapping based on field discoveries, such mapping shall be supplied to the City. M. Retain and safeguard the City's location maps and records. Records shall not be disclosed or made available to any Person not approved by the City, except as required by law. Requests for maps and records will be directed to the City representative. N. Maintain records appropriate to support the invoicing and reporting requirements set forth in Section III. The Contractor agrees to retain such records for a period of six (6) years, or such longer period as may be required by State law. O. Any other provisions of this Contract to the contrary notwithstanding, the Contractor maintains the right to decline any Locate Requests for site surveys, locating and Marking services in areas which the Contractor deems impractical to serve because of inaccessibility, safety, or other considerations approved by the City. Contractor shall notify the City within two (2) hours of discovery, if such an instance occurs. P. Contractor shall notify the City representative within two (2) hours of becoming aware that any City facility has been damaged. Q. Contractor shall be responsible for paying the City's Restoration Costs for disturbed or damaged Facilities to return the Facilities to substantially the same or better condition only if. a) Contractor receives a request to provide Locate Services with respect to the City's Facilities, and b) the Damage to the City's Facilities constitutes an At Fault Damage. Restoration costs payable by Contractor shall not exceed $25,000 per incident. If the Damage to the City's Facilities is not At Fault Damages or if the City's Facilities are Unidentifiable Facilities or Unlocatable Facilities, Contractor's responsibility will be limited to providing whatever support to the City it can reasonably provide to establish whether the Excavator or another third party is liable for such Damage to the City's Facilities. GOODS AND SERVICES AGREEMENT - 11 - Rev. 9/2017 ` Fe d e ra 1 Way CITY OF �`lHALL 32 8th Avenue South redereral Way. WA 98003-6325 (253) 835-7000 avww c yoh°ederalway com SECTION III — CITY'S DUTIES AND RESPONSIBILITIES The City shall: A. Provide to the Contractor electronic Maps and Records (including overall service area maps) of the City's Underground Facilities. These maps, drawings, and electronic mapping data will reflect the most current information available to the City. Updates to Maps and Records shall be provided to Contractor on at least a quarterly basis. The underground facility maps and records currently available are as follows: 1. Storm Drainage: The City shall provide the Contractor the stormwater electronic underground facility mapping data in an ESRI Shapefile format compatible with GIS software. 2. Electrical: The City will provide a PDF or ESRI shape file of the traffic signal, street light, and copper interconnect locations. In addition, PDF construction drawings of each traffic signal intersection showing general locations of conduit and conductor paths will be provided. 3.01y Fiber Optics: The City will provide a PDF or ESRI shape file of the fiber optic system. B. The City shall take steps necessary for the One -Call Center to send all tickets directly to Contractor and shall pay for all charges associated with the One -Call Center ticket transmissions. The City shall forward any direct Locate Requests to One -Call Center. C. The City agrees that Contractor will have the right to screen tickets using City -provided Maps and Records. The City also agrees that Contractor will not be liable for any damages that occur as a result of incorrect prints that were used to screen locations. D. The City shall notify the Contractor within two (2) hours of City receiving a notification of damage so the Contractor can conduct a timely and thorough investigation. If the City fails to notify the Contractor within seventy-two (72) hours of the City learning of the damage, the Contractor is not responsible or liable for any costs associated with the repair to the damaged facility. E. The City shall not be responsible for any violation or fine assessed against Contractor by any government entity in connection with the work contemplated and/or performed under this Contract. SECTION IV — INVOICING, REPORTING AND RESPONSIBIIITIES A. Rate Types: 1. Normal Locate Rate (Field) — Rate applied to each Locate Request received from the One -Call Center for marking the City's Underground Facilities (Storm and Electrical only) in accordance with the APWA standards and/or Damage Prevention laws of Washington requiring a Site Visit and marking utilities or lack thereof. All locate requests will have a maximum footage of 300 feet per request. Requests in excess of 300 feet will be billed as an additional "Normal Locate Rate" ticket for each 300-foot increment. 2. No Conflict Rate — Rate applied to each Locate Request that is determined as not in conflict (Storm and Electrical Only) and cleared without having to make a site visit. 3. Hourly Rate — Rate applied for work requested by the City outside the normal scope of completing Locate Requests, including Site Surveillance, Locate Requests for survey work, Marking Consumer -Owned Facilities, damage investigations (one hour per investigation except as specified in Section II Paragraph I) and any special reporting requested by City. 4. Hourly Overtime Rate/Call Out Rate — Rate applied for any Hourly work that exceeds eight (8) hours in a given day or Hourly work outside of normal working hours 7:00 AM to 5:00 PM, Monday through Friday, except holidays. This rate is also applied to any Emergency Locate Request that is received and requires response by Contractor outside normal working hours on Business Days. 5. City Fiber Optic Cable Locate — Rate applied for work requested by the City, specific to the City Fiber Optic System, including Site Surveillance, Locate Requests for survey work, Marking Consumer -Owned Facilities, damage investigations (one hour per investigation except as specified in Section II Paragraph I), and any special GOODS AND SERVICES AGREEMENT - 12 - Rev. 9/2017 ` Federal e ra ` Way Federal CItY of �17Y HALL �� 8th Avenue South deral Way. WA 98003-6325 (253) 835-7000 www cayoffederalway com reporting requested by City. Assume that the fiber optic conduit will require installation of a traceable wire within existing conduit for locating. B. The Contractor will invoice the City on a monthly basis for all Locate Requests and Hourly work completed during the preceding calendar month. C. The Contractor's monthly invoice shall include the following: 1. The City's name; 2. The period during which the services were performed (the `Billing period"); 3. The total number of Locate Requests received; 4. The total number of Locate Requests completed, by rate; 5. The total number and nature of additional Hourly or other services performed for the City; 6. The total charges for the Billing Period. D. The monthly report to accompany and support the invoice will include an itemized tabulation which shows the following information with respect to each Locate Request the Contractor received: 1. Ticket number; 2. Date of completed Locate Request; 3. Locations of proposed excavation; and 4. Type of request. GOODS AND SERVICES AGREEMENT - 13 - Rev. 9/2017 ` CITY OF �—':HALL FederalFederal 32 8th Avenue South Federder al Way. WA 98003-6325 (253) 835-7000 www cityofiederalway. com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00). 2. Method of Compensation: Unit price In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount, calculated on the basis of the unit pricing and/or hourly labor charge rate schedule for Contractor's personnel as shown below: ITEM ITEM UNIT ESTIMATED UNIT EXTENDED WSST** TOTAL NO. DESCRIPTION QTY PRICE PRICE 1 Normal Locate Rate EA 2,200 $18.50 $40,700.00 $0 $40.700.00 (Storm and Electrical Only) 2 No Conflict (Storm EA 2,700 $18.50 $49,950.00 $0 $49.950.00 and Electrical Only) Cleared Rate 3 Hourly Rate Hour 40 $52.00 $2,080.00 $0 $2,080.00 4 Callout/Overtime Hour 20 $50.00 $1,000.00 $0 $1,000.00 (OT) Hourly Rate 5 City Fiber Optic Hour 40 $20.00 $800.00 $0 $800.00 Cable Locate Total: 1 $94,530.00 $0 $94,530.00 The base proposal included estimated quantities for twelve months of service. The total compensation has been prorated for nineteen months of service. GOODS AND SERVICES AGREEMENT - 14 - Rev. 9/2017 EXHIBIT C DATE (MMIDD/YYYY) ACORa CERTIFICATE OF LIABILITY INSURANCE 1/1/2020 5/7/2019 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies -NAMCONTACT 444 W. 47th Street, Suite 900 PHONE FAX Kansas City MO 64112-1906 E-MAIL EIe {rtc: t o) (816) 960-9000 ADDRESS: INSURED ONECALL MOLDINGS, INC. INSURER B : Navigators Insurance Com. atly 42307 1390771 USIC, LLC INSURER C : DBA USIC LOCATING SERVICES, LLC INSURER D : 9045 N RIVER ROAD, SUITE 300 INSURER E INDIANAPOLIS IN 46240 INSURER F : COVFRAGFS CFRTIFICATF NIIMRFR- IrIn7nRAQ REVISION NIIMRFR- XXXXXXX 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 ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE )AODL'SUBR POLICY EFF POLICY EXP LIMITS LTR N POLICY NUMBER rWDD!YYYYI MMIDD A X COMMERCIAL GENERAL LIABILITY Y N GL09441413-04 I/1/2019 1/1/2020 EACH OCCURRENCE $ 2,000,000 . _ CLAIMS -MADE ERJ OCCUR _ -UA—MAGETORENTED PREMISES JID occlxn rc )_ ; $ 1,000,000 X SIR $2 000,000 MED EXP (Any one person) s XXXXXXX Deduct. Resp. of Ins PERSONAL 8 ADV INJURY s 2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 8,000,0.00 X POLICY X� JE� LOC PRODUCTS - COMP/OP AGG $ 8,000,000 OTHER $ A AUTOMOBILE LIABILITY N$ N BAP9441414-04 1/1/2019 1/1/2020 OMBINEDSINGLE LIMIT a acadeng_ 000 1000.000 BODILY INJURY (Per person) ANY AUTO $ VV= BODILY INJURY (Per accident) $ `X OWNED SCHEDULED AUTOS ONLY AUTOS PROPERTY E acddent $ xxxx � HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ XxixXXx I B X UMBRELLA LIAB X OCCUR N N NYI9EXC7407221V 1/1/2019 1/1/2020 EACH OCCURRENCE $ 10,000 000 AGGREGATE $ 10.000000 EXCESS LIAB CLAIMS -MADE _ $ XXXx3CXX 17 DED 7 RETENTION$ $0 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY N WC944141 1-04 DED) 1/1/2019 1/1/2020 - X T 7U E ER E.L. EACH ACCIDENT $ 1,000,000 • ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N WC9441412-04 (RETRO) 1/1/2019 1/1/2020 A OFFICER/MEMBER EXCLUDED? FNI N / A EXCLUDES TX (Mandatory in NH) E-L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1.000 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CITY OF FEDERAL WAY IS AN ADDITIONAL INSURED WITH RESPECT TO THE GENERAL LIABILITY COVERAGE, ONLY AS REQUIRED BY WRITTEN CONTRACT, SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. GtK I ItIGA 1 t HULUtK GANGtLLA I IUN 16070839 CITY OF FEDERAL WAY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN: DESIREE WINKLER THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 33325 8TH AVENUE SOUTH ACCORDANCE WITH THE POLICY PROVISIONS. FEDERAL WAY WA 98003 AUTHORIZED REPRESENTA cc) i98R,0015 ACO D CORPORATION. All riahts reserved- ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD