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HomeMy WebLinkAboutAG 19-122 - Wood Environment & Infrastructure Solutions, Inc. RETURN TO: Samantha Homan EXT: 2601 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: community Development 2. ORIGINATING STAFF PERSON: Samantha Homan EXT: 2601 3. DATE REQ.Bpi":6/30/2023 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION It CONTRACT AMENDMENT(AG#):19-122 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Geotechnical Third Party Review and Evaluation 6. NAME OF CONTRACTOR: WSP USA Environment&Infrastructure Inc.f/k/a/Wood environment&Infrastructure Solutions,Inc. .. _ ..._........ ............ .,,,,,,,. ADDRESS TELEPHONE E-MAIL: FAX:, SIGNATURE NAME: Todd Wentworth TITLE Principal Geolechnical Engineer 1111-11111111",7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES AI COMPENSATION ! l INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS It PROOF OF AUTHORITY TO SIGN A REQUIRED LICENSES © PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: July 1,2023 COMPLETION DATE: June 30.2025 9. TOTAL COMPENSATION (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES 'A NO IF YES,MAXIMUM DOLLAR AMOUNT: $............... ®YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑ ..... IS SALES TAX OWED CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 001-5200-073-556-60-411 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER Itli DIRECTOR KN 5/2/2023 ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW KVA 5/23/2023 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: _ _ DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, EXHIBITS m.-. TIFICATE,L ❑ 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.) , IT1 d DATEI SIGNED LAW DEPARTMENT t . ❑ SIGNATORY(MAYOR OR DIRECTOR) 2- 0 CITY CLERK ❑ ASSIGNED AG# AG# 19-122B COMMENTS AMENDMENT#2 CITY OF CrTY 11ALi 33325 8th Avenue South Federal Way F`ederW Way,WA 98003-5325 o mumv � (253) 535-7000 mnvw rityoffederahmaycoup AMENDMENT NO.2 TO PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY GEOTECHNICAL ENGINEERING REVIEW AND EVALUATION This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation("City"),and WSP USA Environment&Infrastructure Inc.,formerly known as Wood Environment& Infrastructure Solutions,Inc.,a foreign corporation("Contractor").The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for third party geotechnical engineering review and evaluation ("Agreement") dated effective July 19, 2019, 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 June 30, 2025 ("Amended Term"). 2. AMENDED COMPENSATION.Exhibit B and 13-1 to the Agreement are hereby replaced in their entirety by Exhibit B-2 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 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 '�r' r H HALL 33325 8 Avenue South HW�uuu Way, Fede all Way, An 8003-6325 nog (253) 8 5-7000 a"f derahvayt corn IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: a By, 1Ha Ferrell,Ma oF" e Courtney, CMC, y Clerk DATE: ... " / APPROVED AS TO FORM: Ryan Call, City tt WSP USA Environment& Infrastructure, Inc. f/k/a Wood Environment&Infrastructure Solutions, Inc. BY Printed Name a Title: A6Vd1,,)j r%cc Pr`t5,(0(-J Date: �-�r�►. STATE OF WASHINGTON ) ) ss. COUNTY OF �,1 On this day personally appeared before me --fa5u \NtVA (VD0 1 to me known to be the of WSp [.1SA Environment & Cn rastructUre. Inc. 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 they were 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 12 day of h111 ... 2023. Notary's signature �� Notary s printed name' � � �� _. Notary Public in and for the State of Washington. VJAW S My commission expires ff 1QjaC,1 l 2CSL�- gton 5608 [A] r 1, 2027 AMENDMENT -2 - 3/2017 c1tv OAF UTY HALL 33325 8th Avenue ouch Federal Way Fedeirall Way,WA 8003-6325 00 (253) 835-7000 a1 ffede r y.com EXHIBIT B-2 ADDITIONAL COMPENSATION 1. The total amount payable to Contractor pursuant to the original Agreement,all previous Amendments,and this Amendment shall be an amount not to exceed Forty thousand and NO/100 Dollars ($40,000.00). 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 hourly labor charge rate schedule for Contractor's personnel as shown below: Classification Rate/Hour Class Code Principal Reviewer $230 626-635 Associate Engineer/Geologist $180 619-625 Senior Engineer/Geologist $150 616-618 Staff Engineer/Geologist $125 610-615 Classification Rate/Hour Class Code Support Staff $75 522, 802-813 3. Reimbursable 1,x pen es: The Contractor may submit a voucher or invoice for reimbursable expenses using Table B below. Actual cost without mark-up shall be documented. The actual customary and incidental expenses incurred by the Contractor in performing the Services including postage,UPS/Fed Ex costs,incidental copy charges, and other reasonable costs;provided however,that such costs shall be deemed reasonable at the City's sole discretion. Any conflict between Table A and Table B shall be resolved in favor of Table B. Table B REIMBURSABLE COSTS Mileage Current IRS Rate Reimbursable Expenses I Actual Cost Without Mark-Up AMENDMENT - 3 - 3/2017 I-1- e r t o f e /e r e < Business Il coolIkup License Information: New search Back to results Entity name: WSP USA ENVIRONMENT & INFRASTRUCTURE INC, Business WSP USA ENVIRONMENT & INFRASTRUCTURE INC, name: Entity type: Profit Corporation UBI #: 601-550-507 Business ID: 001 Location ID: 0002 Location: Active Location address: 1075 BIG SHANTY RD NW STE 100 KEN NESAW GA 30144-3652 Mailing address: 1075 BIG SHANTY RD NW STE 100 KEN NESAW GA 30144-3652 Excise tax and reseller permit status: Click here Secretary of State status: Click Iheire < Page 1 of 2 > Endorsements F'il, ,v Eindoirsernents held i License # Count Details Status Expiration dai IFIrst ii j Bainbridge Island 41810 Active Jun-30-2023 Apr-2 General Business - Non-Resident Bellingham 020853 Active Oct-0 General Business Federal Way 19-10267 Active Jun-30-2023 Jun-0• General Business - Non-Resident Ferndale eneral 065412.0 Active Jun-30-2023 Nov-( Business - Non- Resident Issaquah General BUS03-OC Active Jun-30-2023 Sep-0 Business - Non- Resident Lakewoodeneral Active Jun-30-2023 May-.- Business - Non- Resident Moses Lake BL2021-0 Active Jun-30-2023 Jun-1 General Business - Non-Resident Olympia General 17581 Active Jun-30-2023 Sep-2 Business - Non- Resident Port Orchard Active Jun-30-2023 Apr-1 General Business - Non-Resident Richland General Active Jun-30-2023 Jun-1 Business - - Endoirseiurmeints held i Liceinse# Couiot Details Status Expiration dal First i Resident SeTac General Active Jun-30-2023 Jun-1 Business - Non_ Resident I Shelton General 0048150 Active Jun-30-2023 Sep-1 Business - on- Resident Snohomish 22445 Active Jun-30-2023 May-' General Business - on-Resident Spokane General T12033.8C Active Jun-30-2023 Oct-1 Business - Non- Resident Tumwater General - 6 Active Jun-30-2023 Feb-2 Business - Non- Resident Governing People May include governing people not registered with Secretary of State Governing Ipeople Title JASSEY, ASSISTANT SECRETARY, HILLARY KNIGHT, VICE PRESIDENT & SECRETARY, BRADLEY J. LYNN, VICE PRESIDENT, ANDREW J. SZURKO, CEO, JOE TROUTT, PRESIDENT, LYTLE Registered Trade Names Regliisteur d trade names Status Ffirst issued WSP USA ENVIRONMENT Active Oct-27-2022 & INFRASTRUCTURE INC View Additional Locations The Business Lookup information is updated nightly. Search date and time: 5/2/2023 11:42:27 AM Ciuntat us How are we doing? Take our survey! Don't see what you expected? Check if your browser is supported wood Wood Environment&Infrastructure Solutions,Inc. 1105 Lakewood Parkway Suite 300 Alpharetta,GA 30009 INCUCERTIFICATEE CY USA T:770-360-0600 www.woodpic.eom I, Bradley J. Knight,being the duly elected Secretary of Wood Environment&Infrastructure Solutions, Inc. ("Wood") hereby certify that Todd Wentworth is a Principal Engineer of Wood, and, in this capacity, has the authority,to execute the Professional Services Agreement on behalf of Wood with the City of Federal Way, for the purposes of providing consulting services. Dated: May 22, 2019 'iron� � Wood E,11"td1" 111 I1t& 1i1 i-as1J-Ll tiom, Inc. 41 P `ITS $ ; ^, fi etary P w a0 'Wood'is a trading name for John Wood Group PLC and its subsidiaries ] sir sSqKjWftRnd Charities Filing System 13U I IE a INFORMATION Business Name: WSP USA ENVIRONMENT&INFRASTRUCTURE INC. UBI Number: 601 550 507 Business Type: FOREIGN PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 1105 LAKEWOOD PKWY STE 300,ALPHARETTA,GA,30009-7625,UNITED STATES Principal Office Mailing Address: 1105 LAKEWOOD PKWY STE 300,ALPHARETTA,GA,30009-7625,UNITED STATES Expiration Date: 06/30/2023 Jurisdiction: UNITED STATES,NEVADA Formation/Registration Date: 06/03/1994 Period of Duration: PERPETUAL Inactive Date: Nature of Business: ANY LAWFUL PURPOSE REGISTERED ISTEI ED 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 INDIVIDUAL BRADLEY J. KNIGHT,VICE PRESIDENT&SECRETARY GOVERNOR INDIVIDUAL LYTLE TROUTT, PRESIDENT GOVERNOR INDIVIDUAL JOE SZURKO,CEO GOVERNOR INDIVIDUAL ANDREW J. LYNN,VICE PRESIDENT GOVERNOR INDIVIDUAL HILLARY JASSEY,ASSISTANT SECRETARY Back FilingHisto Name History Print Return to Business Search ... History _...®.e ....... ...."I I I 1 1-111 ...-_.. CERTIFICATE OF LIABILITY INSURANCE F DATE(MM/DD/YYYY) 10/25/2022 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 401T11T NAME AJG Service Tean1 Arthur J. Gallagher Risk Management Services, Inc PHONE rli 300 Madison Avenue L' R m n)tw tAIE N° 21"99� ..... 12-98 N 2485 9.— �® 7, 28th Floor ADDRESS G_GB.WSPUS.CertRe uests sjtq�Drn New York NY 10017 INSURER(S)AFFORDING COVERAGE NAIC# ..... ...... wsPGLOB--'�` INSURERA QBE,Speclal Insurance Company 11515 _ _ �., _ ��m, INSURED 01 INSURER B WSP USA Inc .— ------ — 33301 Ninth Avenue South, Suite 300 INSURERC: Federal Way,WA 98003-2600 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1275393149 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. t TR TYPE OF INSURANCE AD6IW�SU IN DPOLICY NUMBER..-.,..... _. ------------- „,,,,,, ---- Y fi MPS DIDY F Pmpl)r EXP f Y+/ ryp a A'YY I LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISES(Ea accurwnrp3 $ ED EXP(Any one person) $ ,RCNL AGGREGATE LIMIT APPLIES PER: GENERAL GADV INJURY $ P I rw AGGREGATE GENERAL AGGREGATE s PRO. JE:`.T D LOC ,PRODUCTS-COMP/OPAGG S 1 OTHER¢.: . AUTOMOBILE LIABILITY t"bOMWNED S[NGLFi LIMIT $ L............. Fi pr adani). ANY AUTO BODILY INJURY(Per person) $ . ... OWNED SCHEDULED BODILY INJURY(PP )eraccident $. . " AUTOS ONLY a AUTOS .. .... ...... ..... HIRED " r NON-OWNED PROPERTY DAMAGE $ ..... z.AUTOS ONLY ...... ..... AUTOS ONLY ,Per acciden.(,)... _ ® $ UMBRELLA LIAB EACH OCCURRENCE $OCCUR 111 EXCESS LIAB '... CLAIMS-MADE AGGREGATE is DED RETENTION$ 1 s WORKERS COMPENSATION PER OTH AND EMPLOYERS'LIABILITY € ... STATUTE FR 1 , OFFICER/MEMBER MBE EXCLUDED?ECUTIVE E NI NIA E L EACH ACCIDENT $ fJ ... ., .... (Mandatory I ) ( E L DISEASE-EA EMPLOYEE$ If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT I S A Professional Liability QPL0022630 11/1/2022 10131/2023 Per Claim $1,000,000 CLAIMS-MADE Aggregate $3,000.000 I I DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached If more space is required) THIRTY(30)DAYS NOTICE OF CANCELLATION RE:Project Number:WA18.0001.00 1 Project Description:21 st Avenue S Pedestrian Connection-Grand Staircase Project. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way WA 98003-6325 — -- ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD F 0 DATE(MM/DD/YYYY) A CERTIFICATE OF LIABILITY INSURANCE taw 11/23/2022 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 CONTACT NAME: Arthur J.Gallagher Risk Management Services, Inc. PHONE ..... Paz 300 Madison Avenue,28th Floor (Arc„No, Extt.212-994-7100 t-off,,212-994-7047 MAIL New York NY 10017oass: INSURER( I AFFORDING COVERAGE 1 NAIC# ._.... ._....................... INSURERA:Zurich American Insurance Company........ _ 16535 INSURED WSPGLOB-01 INSURERB:Liberty _Insurance Corp ration 42404 WSP USA Environment&Infrastructure Inc. Insura o f/k/a Wood Environment&Infrastructure Solutions I INSURERC: 1075 Big Shanty Rd. Suite 100 iN§PRERp �.... Kennesaw GA 30144 INSURER E. ---------- _INSURERF: COVERAGES CERTIFICATE NUMBER:1117027313 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. °LTR 1 _. _._._._. ADDL SU d R,,,, POLICY�E'F'P POLICY EXP � TYPE OF INSURANCE POLICY NU MBE LIMITS M MIDDlYYYY A X COMMERCIAL GENERAL LIABILITY [ GLO 9835819-09 9/21/2022 5/1/2023 EACH OCCURRENCE S 3.500,000 UAMAd `fffREA'M- r I CLAIMS-MADE ( X a OCCUR -PREMISES tEl orrurrimcep l$100,000 _....... ......... _........_._ � ...... ........._.. f one person S PERSONALA&ADV INJURY �"s 3,5000 --......... ........ 00,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $7.500,000 X POLICY f'ETL.b,, LOC PRODUCTS-COMP/OP ASS I S 3.500 000 R 4T 01HCR, B AUTOMOBILE LIABILITY AS7-621-094060-032 9/21/2022 5/1/2023 COMBINE.D SINGLE.L'UAT �$5,000.000 ._LE a ei riffeno.......--- -........_._—, X ANY AUTO BODILY INJURY(Per person) I;$ OWNED SCHEDULED BODILY INJURY(Per accident),$ AUTOS ONLY AUTOS .............. �._.---......._ .................................................... HIRED NON-OWNED ........._ AUTOS ONLY .... ...._..AUTOS ONLY FNE IracRant.} MACE $ UMBRELLA LIAB OCCUR .EACH OCCURRENCE s EXCESS LIAB CLAIMS-MADE AGGREGATE ._...... ............ ......... ...... 1 DED RETENTION S $ B WORKERS COMPENSATION WA7-62D-094060-012 9/21/2022 5/1/2023 IX PER OTH- B AND EMPLOYERS'LIABILITY Y/,N '..WA7-62D-094060-982 9/21/2022 5/1/2023 .STATUTE ,.ER ....... B ANYPROPRIETOR/PARTNER/EXECUTIVE N WA7-62D-095609-072 9/21/2022 5/1/2023 EL EACH ACCIDENT S2,000,000 _ B OFFICE RIM EMBER EXCLUDED7 NIA WC7-621-094060-912 9/21/2022 5/1/2023 � (Mandatory in NH) EL DISEASE EA EMPLOYEE S 2,000,000 If yes,describe under i ,........... ......... ......... .......... ........ ............ DESCRIPTION OF OPERATIONS below E..L DISEASE POLICY LIMIT S 2,000,000 I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space Is required) THIRTY(30)DAYS NOTICE OF CANCELLATION. RE:Project Description:Third Party Geotechnical Engineering Review and Evaluation. City of Federal Way is included as Additional Insured with respect to the General Liability policy as required by written agreement,pursuant to and subject to the policy's terms,definitions,conditions and exclusions.The coverage provided by the General Liability policy is primary and any other coverage shall be excess only,not contributing. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Federal Way ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Avenue South Federal Way WA 98003 AUTHORIZED RE'PRESENTATIVE USA .. �. � ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ate'L Gallagher Insurance I Risk Management ( Consulting November 18, 2022 To Whom It May Concern: WSP purchased Wood Environment& Infrastructure Solutions, Inc. on September21, 2022. As part of the acquisition, Wood Environment&Infrastructure Solutions, Inc. merged into WSP USA Environment&Infrastructure, Inc. Enclosed is a certificate demonstrating coverage. 0 Casualty coverages that will expire on May 1, 2022 and will be renewed at that time If there are any questions or concerns,please contact Gallagher immediately. Regards, Y L SO VI&KLeY' Keri Sommer Area Assistant Vice President Gallagher Enclosure Cc: Bridget Montague, WSP, Bridget Mota �sm, rumour VI�III�I d WII�I RETURN TO: Karl Cimmer EXT: X2629 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Community Development/Planning 2. ORIGINATING STAFF PERSON:-Keith Niven I Kari Gimmer EXT: 2629 3. DATE REQ.BY:June 18.2021 4. TYPE OF DOCUMENT(CHECK ONE): 11 CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) El PUBLIC WORKS CONTRACT El SMALL OR LIMITED PUBLIC WORKS CONTRACT 0 PROFESSIONAL SERVICE AGREEMENT 1:1 MAINTENANCE AGREEMENT El GOODS AND SERVICE AGREEMENT El HUMAN SERVICES/CDBG El REAL ESTATE DOCUMENT E] SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) El ORDINANCE E] RESOLUTION * CONTRACT AMENDMENT(AG#):�1 9-122 El INTERLOCAL * OTHER 5. PROJECT NAME:-Geotechnical Third Party Review and Evaluation .....................-.................. ...................................................................... 6. NAME OF CONTRACTOR: Wood Environment&Infrastructure Solutions,Inc. ...........................................................................___——------------------------------------------------------------ .................... ADDRESS: 4020 Lake Washington Blvd.NE,Suite 200;Kirkland,WA 98003 TELEPHONE 425-368-0938 ............................................. -------- ................................. E-MAIL:Todd wentworth@woodplc,com FAX:(Mobile 425 864 0517 __............ ........ .................. ................................................ SIGNATURE NAME: Todd Wentworth TITLE Principal Geotechnical Engineer ­-1-1-1-1-1-1-.............. ..................................................... ....... 7. EXHIBITS AND ATTACHMENTS:A SCOPE,WORK OR SERVICES A COMPENSATION It INSURANCE REQUIREMENTS/CERTIFICATE El ALL OTHER REFERENCED EXHIBITS 19 PROOF OF AUTHORITY TO SIGN 19 REQUIRED LICENSES IN PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: July 1,2019 COMPLETION DATE.- June 30.2023 9. TOTAL COMPENSATION$40,000.00(No change from original PSA) (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES HOLIDAY RATES) REIMBURSABLE EXPENSE.-El YES AMINO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED OYES ONO IF YES,$ PAID BY:El CONTRACTOR 0 CITY ---------- RETAINAGE: RETAINAGEAmoUNT: EIRETAINAGEAGREEMENT(SEE CONTRACT) OR EIRETAINAGE BOND PROVIDEI It PURCHASING: PLEASE CHARGE TO: 001-5200-073-558-60-411 .................................................. —----- ............. 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED. INITIAL DATE APPROVED A PROJECT MANAGER KeilhNiven LA DIRECTOR 13nanl3avis 'r, r ......................................................................................... El RISK MANAGEMENT (IF APPLICABLE) N/A ............... ... A LAW 8/5/2021 MP 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: N/A COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING A SENT TO VENDOR/CONTRACTOR DATE SENT: 1115121 DATE REC'D:8/17/21 IF ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS A CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel flee to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SIGNED 19 LAW DEPARTMENT A 7 11 " 11 - T A SIGNATORY(MAYOR OR DIRECTOR) A CITY CLERK 19J ASSIGNED AG# AG 19122 _fS ------------ 41 SIGNED COPY RETURNED DATE SENT: COMMENTS: A­,n.ndm.nl W a-misling F1SA;changes lo lean and—rdarl.e. .......... .........—----............. .... ...... ............................................................ ............ ITT F CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www cityotfederahvay.com AMENDMENT NO. l TO PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY GEOTECHNICAL ENGINEERING REVIEW AND EVALUATION This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation("City"'),and Wood Environment&Infrastructure Solutions,Inc.,aNevada corporation("Contractor"). The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for third party geotechnical engineering review and evaluation ("Agreement") dated effective July 11, 2019, as follows: WOOD ENVIRONMENT &INFRASTRUCTURE CITY OF FEDERAL WAY: SOLUTIONS, INC.: Todd Wentworth Keith Niven 4020 Lake Washington Blvd.NE, Suite 200 33325 8th Avenue South Kirkland,WA 98033 Federal Way, WA 98003-6325 (425)368-1000 (telephone) (253) 835-2643 (telephone) (425)368-1001 (facsimile) (253) 835-2609 (facsimile) Todd.Wentworth(aDwood lc.com Keith.Niven(a)cityoffederalwa .com 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 June 30, 2023 ("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. 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 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] Wood EIS—Amendment 1 - I 3/2017 CITY OF CITY�IALL 333:25 8th Avenue South Federal Way Feder i Way,WA 9 . .:3-63.25 v rifyo#WPralwaycoi a IN WITNESS,the Parties execute this Agreement below, effective the last date written below,. CITY OF FEDERAL WAY: ATTEST: m Jim F rr'II" ayorM S" phi nie Courtney, CM Wity Clerk DATE: APPROVE D AS TO F�p M: Ryan Call, City Attomey w WOOD ENVIRONMENT& INFRASTRUCTURE SOLUTIONS, INC: By. Printed Name: Todd Wentworth Title: Principal aeotechnical En gineer J Date: 1-7 Aw STATE OF WASHINGTON ) ss. COUNTY OF KI On this day personally a1) eared before me jb WP-r-}wbV--14 to me known to be the -1'I /(U*' 1tae way pl.. �. �n ` �C8 �lti r� 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 day of Luc RS}- , 2021. Notary's signature KIMMI HOLMES Notary's printed name Notary Public State of Washington Notary Public in and for the State of Washington. , Commission#205608 My commission expires MO-P- . I_, , My Comm. Expires Mar 1, 2023 Wood EIS-Amendment 1 -2- 3/201 7 CITY OF CITY HALL 33325 8th Avenue South W Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www..cityofederal►vay.com EXHIBIT B-1 COMPENSATION 1. Total Coiijp nsa(joil:In return for the Services,the City shall pay the Contractor an amount that is unchanged and not to exceed the total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Forty Thousand and NO/100 Dollars ($40,000.00). 2. Method o1"Coif"e9sat orl and 1°stablisliing]burly Rates: 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 in the fee schedule below, labeled Table A: Table A WOOD ENVIRONMENT & INFRASTRUCTURE SOLUTIONS, INC.'S FEE SCHEDULE Staff Classification Rate /Hour Principal Reviewer/ Senior Reviewer $195 Associate/Project Mana er $160 Senior Engineer/Geologist $140 Staff Engineer/Geologist $115 CAD $105 Clerical /Administrative Staff $70 3. lejnbUrsblep�ls: The Contractor may submit a voucher or invoice for reimbursable expenses using Table B below. Actual cost without mark-up shall be documented. The actual customary and incidental expenses incurred by the Contractor in performing the Services including postage,UPS/Fed Ex costs,incidental copy charges, and other reasonable costs; provided however, that such costs shall be deemed reasonable at the City's sole discretion. Any conflict between Table A and Table B shall be resolved in favor of Table B. Table B REIMBURSABLE COSTS Mileage Current IRS Rate Reimbursable Expenses Actual Cost Without Mark-U Wood EIS—Amendment 1 -3 3/2017 R,E(11 D DATE(MM/DD/YYYY) CEFICATE OF:. O6/1 S/2021 IN ,„ i.. ., .,��y. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONPEN97auFf S ifit TIFI CATE HOLDER'. THIS �C CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER OCAGE AFFORDEDTHE 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(les)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 CONTACT •p Aon Risk Services southwest, Inc. PHONE RpaX ` Houston TX Office (866) 283-7122 (800) 363 0105 32 A.Et); AJC.Nc s 5555 San Felipe Suite 1500 ADDRESS: _ Houston TX 77056 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: AIG Specialty Insurance Company '.26883 ]WGUSA Holdings, Inc. INSURERS: American International Group UK Ltd '....AA1120187 and its subsidiaries and Affiliates 17325 Katy Freeway INSURER C: American Guarantee& Liability Ins Co 26247 Houston Tx 77084 USA INsuRERD: Zurich American Ins Co 16535 INSURERE: ACE American Insurance Company 22667 WW... I INsuRERF: ACE Fire underwriters Insurance Co. 20702 COVERAGES CERTIFICATE NUMBER: 570087'9"117183 REVISION NUMBBER; THIS IS TO CERTIFY THAI 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. Limits shown are L.,requested L R TYPE OF INSURANCE NSID VPVD POLICY NUMBER MMIDD/YY'YY MM IDWYYYY LIMITS X COMMERCIAL GENERAL LIABILITY GLO 4 / 1/ / EACH OCCURRENCE $5,000,OOO'... _.... AMAGE TO RENTED $100,000 CLAIMS-MADE ...OCCUR PREMISES Ea occi�rrAncat..„,_,m, MED EXP(Any one person) $5,000 -........� PERSONAL&ADV INJURY $5,000,000 GENI AGGREGATE LIMITAPPLIESPER: GENEPoALAGGREGATE $SW,000,060. iz PRO- .... �. ..... POLICYX1.JECT LOC PRODUCTS-COMP/OPAGG $S,000,000 W _............... 0 OTHER: t0- E AUTOMOBILE LIABILITY 'ISA H2555047A 07/01/202107/01/2022'�COMBINED SINGLE LIMIT $2,000,000 Ln E1Lacrrr,9.er1k1 .. X ANY AUTO BODILY INJURY(Per person) _ 0 �.._L .m ....,..-........ -.. OWNED SCHEDULED BODILY INJURY(Per accident) � AUTOS ONLY P_Rd_P�RdT w_� W AUTOS HIRED AUTOS NON-OWNED Y DAMAGE ( ONLY AUTOS ONLY nl) d c X UMBRELLA LIAR X OCCUR AUC484608601 07/01/2021 07 0 2012 EACH OCCURRENCE mm $5,000,0001 V EXCESS LIAR CLAIMS-MADE AGGREGATE $5,000„000 DED X RFTFdTTIT�aTJ$10,000 E WORKERS COMPENSATION AND Y/ WLRC 7 07674 1 2021 7 ' 2 22 X PER 6TA1"U rE OTTH- ra l p E _ F OFFICER/MEMBEREXCLUDED? N/A SCFC67807716 07/01/2021 07/01/2022 •L EACH ACCIDENT $1,000,000 EMPLOYERS'LIABILITY f,l Work Comp- ADS IR ANY PROPRIETOR/PARTNER/EXECUTIVE E ....... .... (Mandatory in NH) Work Comp- WI ,L.DISEASE-EAEMPLOYEE $1,000,000 If yes,describe under DES EL DISEASE-POLICY LIMIT $1,000,000 CRIPTION OF OPERATIONS below B Archit&Eng Prof PSDEF2100726 0710112021,0710112022 Aggreagate Limit $5,000 000 claims Made- Prof. Liab. Any one claim $5,000,66611 SIR applies per policy terns & condiions S. RE,,DESCRIPTION PIrojectDsta ADDENDUM Date: Ju11D16T2013 PIONAL rogct INSURED ription: onECallMGeotecheservices, Estimated - Y be SEE ' ted Contrast Price. $39,999. where r required by written contract, City of Federal way is included as Additional Insured as respect to General Liability Policy. The LtmllrellAa policy provides Additional Limits to the underlying General Liability and Automobile Liability Policies. I CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE , EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE P POLICY PROVISIONS. '> City of Federal Way AUTHORIZED REPRESENTATIVE Attn: Kari Cimmer 33325 8th Avenue s Federal way WA 98003-6325 USAIQC c I ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD VV­ AGENCY CUSTOMER ID: 570000021966 gay LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services Southwest, Inc. JWGUSA Holdings, Inc, POLICY NUMBER See Certificate Number: 570087917183 CARRIER NAIC CODE See Certificate Number: 570087917183 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER ADDITIONAL OL C +S If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy Iimits. INSR.... ADDL SUI4R POLIOYNUMSER POLICY POLICY EFFECTIVE EXPIRATION LIMITS LTR TYPE OF INSURANCE INSD WVD DATE DATE (MMI/DD/YYYY) (MM/DD/YYYY) OTHER A Env Contr° Poll CPL12456119 07/01/2021 07/01/2022 Aggregate $5,000,000 claims Made- Poll. Liab. Limit SIR -applies-per policy_to ms & conditions Per LOSS $5,000,000 Limit ACORD 101(2008/01) ®2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000021966 LOC#: umADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMEDINSURED Aon Risk services southwest, Inc. JWGUSA Holdings, Inc. POLICY NUMBER See Certificate Number: 570087917183 CARRIER NAIC CODE See Certificate Number: 570087917183 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Named insured JWGUSA Holdings, Inc. wood Group USA, Inc. Wood Environment & Infrastructure Solutions, Inc.. AMEC Construction Management, Inc. AMEC E&E, P.C. AMEC Engineering and Consulting of Michigan, Inc. Amec Foster Wheeler Energia, S.L.U. Amec Foster wheeler Industrial Power Company, Inc. Amec Foster wheeler Kamtech, Inc. , Amec Foster Wheeler Martinez, Inc. Amec Foster wheeler North America Corp Amec Foster Wheeler Power Systems, Inc. Amec Foster wheeler USA corporation Amec Foster Wheeler Ventures, Inc. BMA Solutions, Inc. C E C Controls Company, Inc. Cape software, Inc. Foster wheeler Intercontinental Corporation In enious, Inc. John Wood Group PLC John wood Group, Inc. Kelchner, Inc. MACTEC Engineering and Consulting, P.C. MACTEC Engineering & Geology, P.C. MASA Ventures, Inc. Mustang International, Inc. Rider Hunt International USA, Inc. RWG (Repairoverhauls) USA, Inc.. .Swaggart Brothers, Inc. wood resign, LLC wood Group A4a.ska, ILLC wood Group Asset Integrity Solutions. wood Group PSN, Ind. woad Group rIK, Ltd ,wood Massachusetts, Inc. wood Programs, Inc. m.. OD 0 �a 8 0 CA ACORD 101(2008/01) ®2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD WOOD ENVIRONMENT&INFRASTRUCTURE SOLUTIONS, 590r�i 1105 LAKEWOOD PKWY STE 300 ALPHARETTA GA 30009-7625 DE rACH ZIEFORE POSTING BUSINESS LICENSE Issue Date:May 28,2021 STATE OF WASHINGTON Unified Business ID#:601550507 Profit Corporation Business ID#:001 Location:0002 WOOD ENVIRONMENT&INFRASTRUCTURE SOLUTIONS,INC. Expires:Jun 30,2022 1105 LAKEWOOD PKWY STE 300 ALPHARETTA,GA 30009-7625 UNEMPLOYMENT INSURANCE-ACTIVE INDUSTRIAL INSURANCE-ACTIVE TAX REGISTRATION-ACTIVE CITY ENDORSEMENTS: BELLINGHAM GENERAL BUSINESS 4020853-ACTIVE LAKEWOOD GENERAL BUSINESS-NON-RESIDENT-ACTIVE BAINBRIDGE ISLAND GENERAL BUSINESS-NON-RESIDENT#41810-ACTIVE SHELTON GENERAL BUSINESS-NON-RESIDENT#0048150-ACTIVE ISSAQUAH GENERAL BUSINESS-NON-RESIDENT#BUS03-00476-ACTIVE OLYMPIA GENERAL BUSINESS-NON-RESIDENT#17581-ACTIVE PORT ORCHARD GENERAL BUSINESS-NON-RESIDENT-ACTIVE TUMWATER GENERAL BUSINESS-NON-RESIDENT#R-009336-ACTIVE VANCOUVER GENERAL BUSINESS-NON-RESIDENT-ACTIVE SPOKANE GENERAL BUSINESS-NON-RESIDENT#T12033807BUS-ACTIVE SNOHOMISH GENERAL BUSINESS-NON-RESIDENT#22445-ACTIVE J,�� SEATAC GENERAL BUSINESS-NON-RESIDENT-ACTIVE FEDERAL WAY GENERAL BUSINESS-NON-RESIDENT#19-102678-00-BL-ACTIVE LICENSING RESTRICTIONS: Not licensed to hire minors without a Minor Work Permit. This document lists the registrations,endorsements,and licenses authorized for the business named above,By accepting this document,the licensee certifies the information on the application L was complet true,and accurate to the best of hls or her knowledge,and that business will be .... conducted in compliance with all applicable Washington state.county,and city regulations, Director,Department of Revenue STATE OF WASHINGTON JBI:601550507 001 0002 Expires:Jun 30,2022 VOOD ENVIRONMENT& UNEMPLOYMENT INSURANCE- IJFRASTRUCTURE SOLUTIONS, ACTIVE 14C. INDUSTRIAL INSURANCE-ACTIVE 105 LAKEWOOD PKWY STE 300 TAX REGISTRATION-ACTIVE %LPHARETTA,GA 30009-7625 BELLINGHAM GENERAL BUSINESS #020853-ACTIVE LAKEWOOD GENERAL BUSINESS- NON-RESIDENT-ACTIVE BAINBRIDGE ISLAND GENERAL BUSINESS-NON-RESIDENT#41810- ACTIVE SHELTON GENERAL BUSINESS- NON-RESIDENT#0048150-ACTIVE ISSAQUAH GENERAL BUSINESS- NON-RESIDENT#BUS03-00476- ACTIVE OLYMPIA GENERAL BUSINESS- 3LD002 DETACH THIS SECTION FOR YOUR VJALLET Director,Department of Revenue wood Wood Environment&Infrastructure Solutions,Inc. 1105 Lakewood Parkway Suite 300 Alpharetta,GA 30009 INCUMBENCY CERTIFICATE USA T770-360-0600 www.woodpic.com I, Bradley J. Knight,being the duly elected Secretary of Wood Environment& Infrastructure Solutions, Inc. ("Wood")hereby certify that Todd Wentworth is a Principal Engineer of Wood, and, in this capacity, has the authority, to execute the Professional Services Agreement on behalf of Wood with the City of Federal Way, for the purposes of providing consulting services. Dated: May 22, 2019 lrItV4 l � �1 Wood Ernvi �nment& hifi astr alc r f8rations, Inc. By: Secretary NO 'Wood'is a trading name for John Wood Group PLC and its subsidiaries Form Request for Taxpayer Give Form to the (Rev.October2018) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. Wood Environment&Infrastructure Solutions, Inc. 2 Business name/disregarded entity name,if different from above Check appropriate b m c7 3 C box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to following seven boxes. certain entities,not individuals;see co a instructions on page 3): o ❑ Individual/sole proprietor or ❑✓ C Corporation ❑ S Corporation ❑ Partnership ❑ Trust/estate w single-member LLC Exempt payee code(if any) 5 mc .................................... ao ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► `p Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting +• M LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is c c code(if any) E another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,asingle-member LLC that; n is disregarded from the owner should check the appropriate box for the tax classification of its owner. w O Other(see instructions)Ph,, 11 cuaafir'wirfea Rhe!�.d,„d,J N co5 Address(number,street,and apt.or suite no.)See instructions. Requesters name and address(optional) Tn1105 Lakewood Pkwy.,Suite 300 6 City,state,and ZIP code ............................................................................................................................................... ..._........ Alpharetta, GA 30009 7 List account number(s)here(optional) Taxpayer Identification Number(TIN), Enter your TIN ..i ap propriate b n the ppropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number( . However,for a late resident alien,sole proprietor,or disregarded entity,see the instructions for Part I, later. For other entities,it is your employer identification number(EIN). If you do not have a number,see How to get a TIN, later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and pioer identification number �� Number To Give the Requester for guidelines on whose number to enter. 9 1 1 6 4 1 . 7 7 �] _ � . • Certification Under en �... ..... .... .... .... .... p alties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2. 1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3. 1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Here Signature . ........� � a gnature of e 02/08/2021 S.person► �""""""�"""" Date► General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise • Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments . Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third parry network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest), 1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption .Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form -9(Rev.10-2018) RETURN TO: Kari Cimmer EXT: x2629 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1, ORIGINATING DEPT./DIV: Community Development/Planning 2. ORIGINATING STAFF PERSON: Doc Hansen Kari Cimmer EXT: 2629 3. DATE REQ.BY:June 28,2019 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT A 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 5. PROJECT NAME: Geotechnical Third Party Review and Evaluation 6. NAME OF CONTRACTOR: Wood Environment&Infrastructure Solutions,Inc. ADDRESS: 4020 Lake Washington Blvd.NE,Suite 200;Kirkland,WA 98003 TELEPHONE 425-368-0938 E-MAIL:Todd wentworth@woodplc com FAX:Mobile:425-864-0517 SIGNATURE NAME: Principal Geotechnical Engineer 7. EXHIBITS AND ATTACHMENTS:A SCOPE,WORK OR SERVICES It COMPENSATION O INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS A PROOF OF AUTHORITY TO SIGN O REQUIRED LICENSES O PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: July 1,2019 COMPLETION DATE: June 30,2021 9. TOTAL COMPENSATION$40,000.00 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES It NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: 001-5200-073-558-60-411 10. DOCUMENT/CONTRACT REVIEW INITIAL./DATE REVIEWED INITIAL/DATE APPROVED PROJECT MANAGER Doc Ha ` 9 DIRECTOR Brian Davis titt 6&122 ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCILAPPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: NSA COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING * SENT TO VENDOR/CONTRACTOR DATE SENT: W Iq DATE REC'D: dZ8119 * ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION 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.) TIAL./DATE SIGNED LAW DEPARTMENT � 0 SIGNATORY(MAYOR OR DIRECTOR) 0(19 CITY CLERK El ASSIGNED AG# AG SIGNED COPY RETURNED DATE SENT: —IA -V% COMMENTS: New PSA Contract with an existing vendor 21-2017 CITY OF CITY HALL Fedara Way 33325 8th Avenue,WASouth Federal Way,WA 98003-6325 (253) 835-7000 www.cilyoffederalway.com PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY GEOTECHNICAL ENGINEERING REVIEW AND EVALUATION This Professional Services Agreement ("Agreement")is made between the City of Federal Way, a Washington municipal corporation ("City"), and Wood Environment & Infrastructure Solutions, Inc., a Nevada corporation ("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: WOOD ENVIRONMENT & INFRASTRUCTURE CITY OF FEDERAL WAY: SOLUTIONS,INC.: Todd Wentworth Robert"Doc"Hansen 4020 Lake Washington Blvd.NE,Suite 200 33325 8th Avenue South Kirkland,WA 98033 Federal Way,WA 98003-6325 (425)368-1000(telephone) (253)835-2643 (telephone) (425)368-1001 (facsimile) (253)835-2609(facsimile) Todd.Wentworth@woodple.com IZol)ert.Hauseri@cityoffederalway.com The Parties agree as follows: 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 Services specified in this Agreement, but in any event no later than July 1,2021 ("Term").This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference,in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed,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. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services 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. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and 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 Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance,its substantiality or the ease of its discovery. 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 above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement.Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services,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 of Services and payment under this Agreement. PSA—Wood EIS - 1 - Rev.6/2019 ctry OF CITY HALL 33:325 �� � Feder l Avenue South Federal Way,WA 98003-6325 (253)835-7000 wt w.crcy°attL�darn,woy.com 4.2 Method of Pa mens. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City,including a description of what Services have been performed,the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services- Payment shall be made on a monthly basis by the City only after the Services have been performcd and within thirty (30) days fallowing receipt and approval by the appropriate City representative of the voucher or invoice.. If the Services do 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 Non-Al�prnpriation 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 Services yr amounts incurred after the end of the current fiscal period, and this Agreement will ternunate upon the completion of all remaining Services for which funds are allocated.No penalty or expense shall accrue to the City in the event this provision applies. 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 acts,errors or omissions of the Contractor in 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, including the duty and cost to defend. he[CL105de.r 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 industri-�d 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 henefits payable to or by any third prumy under workers' compensation acts,disability benefit acts or any other benefits acts or programs. The Parties 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. PSA—Wood EIS -2- Rev.6/2019 CITY OP Federal Way CITY HALL 33325 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 wwiv cilyoffederolway corn 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,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, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and$2,000,000 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. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement,whether occurring by reason of acts,errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this 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 with respect to 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 Contractor's insurance. 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 the 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 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 and 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 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 that may be produced or modified by Contractor while performing the Services 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 Services specified in this Agreement,and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of PSA—Wood EIS -3- Rev.6/2019 CITY OF CITY HALL 1% Federal Feder 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 t%v1v. 1yvffedoro+,ray com 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.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 or other tax that may arise as an incident of this Agreement. Contiaclor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontraLrnrs in the performance of the. Services specified in this Agreement and shall utili7e all protection necessary for that pure..c.. All work shall he 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 Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. 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 ,.r oprictorship 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. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; 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 confirm 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, the negotiation, drafting, signing,administration of this Agreement,or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY ENIFLOVER. In all services, programm, 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 mininium age and retirement provisions), race, color, religion, creed, national origin,. marital status,honorably discharged veteran or military status, sexual orientation including gender expression or identity, 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,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 Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 lmpe pretation 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 AgTeement, 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 Agrce.tnent, including this provision, may he amended, waived,or modified except by written agreement signed by duly authorized representatives of the Parties. PSA—Wood EIS -4- Rev.6/2019 ` CITY 4F CITY HALL Fe d e ra I Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com 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 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; 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] PSA—Wood EIS -5- Rev. 6/2019 CITY OF CITY HALL Fe d e ra I Wa Feder 8th Avenue South zskl� Federal Way,WA 98003-6325 (253)835-7000 ivww.cl"ffoderalwAy.com IN WITNESS,the Parties execute this Agreement below,effective the last date written below. CITY DE L W 4 `: ATTEST: Jim Fe ayor Aphnie Courtney, CMC Clerk DATE: E APPROVED AS TO FORM: Poor J. Ryan Call, City Attorney WOOD ENVIRONMENT&DI ,FRASTRUCTL]RE SOLUTIONS,INC.: Printed Name: Todd Wentworth Title: Principal Geotechnical Engineer DATE: Zg J4-11 STATE OF WASHINGTON ) ) ss. COUNTY OF Y ► _ ) On this day personally appeared before me Todd Wentworth, to me known to be the Principal Geotechnical Eng-»eer of Wood Environment & Infrastructure Solutions Inc. that executed the foregoing instrument, and acknow[edl ed 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�2 _day of 2019. Notary's signature -- ,6 Ylr1_Zi Notary's printed name , WW L. KIMMI HOLMES Notary Public in and for the State of Wa.sl.tiirzuton. Notary Public My commission expires State of Washington Commission#205608 My Comm. Expires Mar 1, 2023 A PSA—Wood EIS -6- Rev.6/2019 CITY OF CITY HALL Federal ^� �� 8th Avenue South Feder r Way Federal Way,WA 96003-6325 (253) 335-7000 www.cin offodc1aItvay.com EXHIBIT A SERVICES The Contractor shall provide on-call licensed wetland/stream consulting services to the City, as requested by the City. Upon identification of a project by the City, the Contractor will prepare a Scope of Service and Budget for the project, to be negotiated and agreed to by both parties. Typical services that may be requested under this Agreement include,but are not limited to,the following: 1. Third Party Geotechnical Review. The Contractor will evaluate geotechnical, and similar reports and project plans submitted by applicants for construction projects in the City. The Contractor will evaluate the reports and plans for consistency with the Federal Way Revised Code (FWRC). The Contractor will prepare written evaluations and recommendations. 2. Plan Review of Building Plans.The Contractor will evaluate the building plans submitted by applicants for consistency with building code requirements. 3. Additional Services as Needed. Additional geotechnical services in support of City needs. Examples include development of geotechnical recommendations in support of a City construction or road project, or recommendations regarding landslide repair to a public facility. PSA-Wood EIS -7- Rev.6/2019 CJTY OF CITY HALL Federal Way Feder 8th Avenue South ■Y�`rJ � Federal Way,WA 96003-6325 (2531 835-7000 www cuyaffeaernhvay.corn EXHIBIT B COMPENSATION 1. ToLal Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Forty Thousand and 00/100 Dollars ($40,000.00). 2. Method of Compensation and Establishing Hourly Rates: The Contractor's hourly rate shall be the rates prescribed in the fee schedule below, labeled Table A: Wood Environment & Infrastructure Solutions (EIS), Inc.Fee Schedule. Table A: WOOD ENVIRONMENT &INFRASTRUCTURE SOLUTIONS (EIS),INC.FEE SCHEDULE Staff Engineer/Geologist $115.00 per hour 1 Senior Engineer/Geologist $140.00 per hour Associate/Project Mwjager $160.00 per hour Princial/Senior Reviewer $195.00 per hour _.......... Clerical/Administrative Staff $70.00 per hour CAD $105.00 per hour Other direct 0.\peases(subcontractors,lab tests,etc.) Cost,plus 15% Mileage(See Table B) IRS (See Table B) 3. Reimbursable Expenses: The Contractor may submit a voucher or invoice for reimbursable expenses using Table B below. Actual cost without mark-up shall be documented. The actual customary and incidental expenses incurred by the Contractor in performing the Services shall include postage, UPS / FedEx costs, incidental copy charges, and other reasonable costs; provided however, that such costs shall be deemed reasonable at the City's sole discretion. Any conflict between Table A and Table B shall be resolved in favor of Table B. Table B: REIMBURSABLE COSTS Mileage Current IRS Rate Reimbursable Expenses Actual Cost Without Mark-up PSA—Wood EIS -8- Rev.6/2019