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AG 24-065 - GEOENGINEERS INC.RETURN TO: PW ADMIN EXT: 2700 ID #: 4380 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINGDEPT/DIv: PUBLIC WORKS/ENGINEERING 2. ORIGINATING STAFF PERSON:.JONATHAN STRONG EXT: 2753 3. DATE REQ. BY: 1 /26/24 .3. TYPE OF DOCUMENT (CHECK ONE): ❑ 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 ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 4. PROJECTNAME: On Call Environmental & Geotechnical Consulting Services 5. NAME OF CONTRACTOR: GeOEn ineers Inc. ADDRESS: 1101 Fawcett Ave Suite 200, Tacoma, WA 98402 TELEPHONE: 253-722-2431 E-MAIL: mmCarth r even ineers.com FAX: SIGNATURE NAME: Morgan MCCarthur TITLE:, Engineer 6. EXHIBITS AND ATTACHMENTS: 0 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 # 600375010 , EXP. 5 /10/ 26 7. TERM: COMMENCEMENT DATE: tbd s i /io 12-N COMPLETION DATE: 12/31 /25 8. TOTAL COMPENSATION: $ 40,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES [a NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES 0 NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 8 PROJECT MANAGER BSI 1/1112024 d DIVISION MANAGER gm aa•2024 oL 17 0a•ga.ea,00 6 DEPUTY DIRECTOR DSW 1-19-24 d DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 6 LAW DEPT KVA 1/22/2024; 2/12/2024 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: NIA COMMITTEE APPROVAL DATE: NIA SCHEDULED COUNCIL DATE: NIA COUNCIL APPROVAL DATE: NIA 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC, D: �{ K ❑ 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 [q L DEPT tatu 1GNATORY (MAYOR OR DIRECTOR) S� CITY CLERK ASSIGNED AG # G - C4S ❑ SIGNED COPY RETURNED D - SENT: y. j;)• ra!j COMMENTS: EXECUTE" " ORIGINALS 112020 CITY OF CITY HALL FG 4i rGi a 33325 Buenos South Federall Way, WA 980C13-6325 y (253) 835-7000 wives. cdyuffederamw.. con) PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL ENVIRONMENTAL AND GEOTECHNICAL CONSULTING SERVICES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and GeoEngineers, Inc., a Washington 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: GEOENGINEERS, INC.: Morgan McArthur, P.E. Principal 1101 Fawcett Ave Suite 200 Tacoma, WA 98402 (253) 722-2431 (telephone) iTimcarthutQ eoenhii�eers.com The Parties agree as follows: CITY OF FEDERAL WAY: Jonathan Strong 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2753 (telephone) (206) 249-5453 (cell) ed era 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 December 31, 2025 ("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 ordinary diligence of accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, and performed to the City's reasonable 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 receipt of a written notice to proceed from the City. 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 PROFESSIONAL SERVICES AGREEMENT - 1 - Rev.4/2023 ,SCITY OF �� Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-700D www.6tWffbderahmy.com 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 for the scope of work set forth in Exhibit A. 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. 4.2 Method of Payment. 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 performed and within thirty (30) days following 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-Aivropriation 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 or amounts incurred after the end of the current fiscal period In the event there are not sufficient funds appropriated or allocated for Services during the future fiscal period, the city shall provide Contractor with thirty (30) days prior written notice before the end of the current fiscal period and this Agreement will terminate 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, representatives, 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, reasonable 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; to the extent caused by or resulting from the negligent acts, errors or omissions or willful misconduct of the Contractor in performance of this Agreement for claims arising or alleged to arise from Contractor's professional negligence. Contractor's defense obligation under this paragraph shall include only reimbursement of reasonable attorney's fees and costs of defense to the extent caused by Contractor's actual negligence. Contractor shall require that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, representatives, 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 acknowledge that they have mutually negotiated this waiver. 5.3 CitTIndemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 4/2023 Federal Way CITY HALL 33325 8th Avenue South Federal Way WA 98003-6325 (253) 835 7000 wwu u[ynfladeraAW_C01n any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, reasonable 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 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, 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 $2,000,000 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 limit 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 general and auto 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 continuous coverage or provide 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. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 4/2023 CITY OF CITY HALL . Wa 33325 Avenue South �S Y Federal Way WA 980b3-6325 Federal ra (253) 835-7b{1Q svw wcitynflsdereFuray, corn 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 using reasonable commercial efforts. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. Confidential Information does not include: (a) information which at the time of disclosure is generally available to the public; (b) information which after disclosure becomes generally available to the public by publication or otherwise other than as a result of a violation of this paragraph; (c) written information which was in Contractor's possession prior to first disclosure hereunder and which was not acquired under an obligation of confidentiality directly or indirectly from the City; (d) information received by Contractor after the time of first disclosure hereunder from a third party without notice to Contractor of any obligation of confidentiality or other restrictions with respect to use thereof; (e) information which is independently developed by Contractor hereunder; or (f) information which is required by appropriate legal authority to be disclosed (but only to the extent of such requirement 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. Except that Contractor may keep one copy of all project related documents for its work files. Contractor shall not be liable for the unauthorized reuse or modification of its reports or other work product. 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 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 for a period of six (6) years from completion of services under 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. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, in the performance of the Services specified in this Agreement and shall require that any subcontractors hired by Contractor be responsible for the safety of its employees and shall utilize all protection necessary for that purpose. 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 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 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 PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 4/2023 A4SCITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.. CI [vffaderf11mv. coin 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 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, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EOUAL 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, 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 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 claims obligations and rights hereunder without the prior written consent of the other Party which such consent shall not be unreasonably withheld. 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. PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 4/2023 CITY OF CITY HALL Fe d e ra I Wa 333ar 8th Avenue South Y (5 j 835-0 �al Way. A 98003-6325 mw, o(voffe derahvayrom 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. To the extent such laws, codes, ordinances, resolutions, regulations, rules, standard, and policies apply to the performance of Contractor's professional services, Contractor shall comply to the extent required by the professional standard of care. 13.4 Enforcement. Time is of the essence in 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. However, Contractor shall not be responsible for damages arising from any delays for causes beyond Contractor's reasonable control. In the event of such delays, Contractor shall be entitled to an equitable adjustment in time and/or compensation. 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 and Contractor at law, in equity, or by statute. The failure of either party 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 either party 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 that parties 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. PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 4/2023 CITY OF CITY HALL Federa I Way Fe3z5 l Avenue l V Federal Way, WA 98003-6325 J (253) &35 7600 K4VW cityoflederal►vay.com [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 4/2023 CITY of CITY HALL A4SFe d e ra I Wa Federal Avenue South �' y (23)835-7000A 980038003-B325 www cityoffadefafwey. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: r I _k�zao�111 Jim 7 yor DATE: 112,�6-q( GEOENGINEERS, INC.: By: Printed Name: "" ``c, Title: ^-t-, DATE: STATE OF IDAHO ) ss. COUNTY OF r z r ATTEST: � J�L Ste ie ourtney, CMC, City Clerk APPROVED AS TO FORM: (, ie4— J/ Ryan Call,, City Atto e On this day personally appeared before me 11� to me known to be the _ of GeoEngineers, Inc. that executed the within and 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 thatahe-or she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN under my hand and official seal this -�:— day of "' ? } , 2024. Notary's signature �N M BRR,f-q'••, Notary's printed name f-` � i�� ��- �^'t ►� ,- kC �PaY �'� •y ' Notary Public in and for the St to of Idaho. _ 4o COMMISSIONMy commission expires n [17 MY 's EXPIRES O4-01-2025 +s�qr� Apr ,',��ti: rs 0, vo'ON NU PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 4/2023 CITY OF CITY HALL AFA Federal Way edeRyyouth F ram' Federr all WA Way, 98003-6325 (253y 835-7000 wwwcityoffeder,glv►ary. com EXHIBIT A SERVICES The Contractor shall provide on -call environmental and geotechnical 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 services, budget, and method of payment for the project, to be negotiated and agreed to by both parties. Projects may support emergency responses by the City and require short turnaround times. The Contractor shall do or provide the following: • Site historical review/environmental site assessment; • Sampling and analysis of groundwater, surface water, air, soil and/or sediment; • Characterization of site geology, hydrology and hydrogeology; • Monitoring well design, installation, and maintenance; • Slope stability analysis and landslide hazard response; • Retaining wall analysis and design; • Infiltration assessments; • Construction support, including submittal review, quality control sampling and analysis, responding to questions, etc.; • Data management and reporting; • Computer modeling; • Chemical fate and transport evaluation; • Hazardous Building Materials Surveys (HBMS); • Human health and ecological risk assessment; • Wetland investigation, wetland and stream delineation and mapping. PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 4/2023 CITY OF FederaI Way EXHMIT B COMPENSATION CITY HALL 33325 Sth Avis nue South Federal Way. WA 98003-6325 {253]835-7000 wkswc avoffederafway. coal 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Forty Thousand and 0/100 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: GeoEngineers Schedule of Charges — 2024 Professio"I statt Stiff 1 Saerfi'st Staff 1 Engineer Stuff 2 Sewntist Staff 2 Er,g;rseer Staff 3 Sewnbst Staff 3 Engineer ProjM Scientist i Project Engineer 1 Project Scientist 2 Project Enginee.' 2 Senior Engineer/Scientist 1 Senior Eno neer/ScTrttist 2 Associate PrintsNI Senior Prirtcrpai Technical Stappott St 11 Adrivnistrator i Adrrrrnistasto► 2 Adrmnistrritor 3 CAD Technicsrin CAD designer `error CAD Des finer GlS Anatyst Senior Glti Analy--t Gt5 Caordi::ntor °'Techoioarr *SenKw Tcsrtnucan ''Laid Technician Geotechmwl Construction Spec:altst Environrnentai DntaLu2se Managei Healtkt and Safety Specialist Heath and Safety Manager $ 146jh4tr S 154/Itoru 3 16T/twta S 175r rawu 3 191/hator 5 1-9$; hprsr 3 220,1hour 3 .�.28;'rrour 3 228/hair S 234/Irour 3 255/hose S 279/lour 3 282,/hour $ 320/ hour 3 340/}our 3 10311wsu $ 114. hflrtr # 13B/hcu>r 5 13?Jlrnar $ 155/hour $ ].80/I10sn 3 165/hoar S 3.8U; bocci $ 2D17/Tacue 5 U4r It©,tr 3 13fa/l>¢srr $ 146/ (Four 5 19i/hutr S 226E l rouar 146/trota 3 2CYa/IrtNtr PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 4/2023 CITY OF Federal Equipment CITY HALL W` � 33325 Sfh Avenue South Wa Federal Way, WA 98003-6325 (253) 835-7000 rrnvw.crtyoifaderdfway corn All, Quality Equipment, per Day Air Sparging Field Test, per Day AlriVapor Monitoring Equipment (PIE), 5-Gas Mr terL per Day Asbestos Sample Kit, Each: $fas*nata, per Day D&M Sampler, per Day DO {Dissolved Oxygen) Kit, Each Dynamic Cone Penetrometer, per Day Topo (Eleictric Tape), per Day Electric Density Gauge, per Day Electric Density Gouge, per Weak Electric Density Gauge, per Month Environmemal Exploration Equipment, per flay Field Data Acquisition Equipment {Field Tabled, per Day Field Tablet. per Week Field Tablet, per Month Field Tablet wMv Cellular, per Day Field Tablet wrth Cellular, per Week Field Tablet with Cellular, per Month Field Gear / Reconnaissance, per Day Gas Detection Meters. per Day Generator, per Day Groundwater Pressure Transducer w/ Datalogger. per Day Groundwater Pressure Transducer w/ Datalogger. per Week Hand Auger, per Day Inclinometer Probe, per Day, 1 Day minimum InWrfBCe Probe, per Day Iron Test Kit, Each Laser Level, per Clay Low Flow Groundwater Sampling Equipment, per Day Muttipararnater Water Quality Meter, per Day Nuclear Density Gage, per Hour. 1/2 Day minimurn Peftwitic Pump, per Day pH Probe,/Meter per Day Pit), FID or OVA, per Day RocK/Slope Fall Protection/Rigging Equipment, per Day Saximater, per [lay Scuba Diving Gear, per Day/per Diver Shallow Soll ExploraUan Equipment, per Day Soil Field Screening. Equipment, per Day Soil Sample Kit. Each Steam Flow Meter, per Day Strain Gauge Readout Equipment, per Day Surface Water Flaw Meter, per Day. 1/2 day minimurn Surface Water Qu$tpy Mortittrring Equipment, per Day Turbidity Meter, per Day Vehicle usage, per Mile or $30/halitley, whichever Is greater $ 210.00 $ 110.00 $ 110.00 $ 30.00 $ 120.00 $ 150.00 $ 25.00 $ 45.00 $ 35.00 $ 110.00 $ 430.00 $ 1.400.00 $ 225,00 $ 55.00 $ 200.00 $ 750.00 $ 75.00 $ 300.00 $ L000.00 $ 55.00 $ 105.00 $ 110.00 $ 55.00 $ 220.00 $ 100.00 $ 210.00 $ 65.00 $ 25.00 $ 60,00 $ 235,00 $ 85.00 $ 15.00 $ 50.00 $ 20.00 $ 130.00 $ 700,00 $ 60,00 $ 700.00 $ 80.00 20.00 $ 20.00 $ 20.00 $ 50,00 $ 50.00 $ 50.00 $ 50.00 $ 0,65 PROFESSIONAL SERVICES AGREEMENT - 11 - Rev. 4/2023 CITY OF Federal Way EXHIBIT C CERTIFICATE OF INSURANCE CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www. cityoffedernhvtry. com PROFESSIONAL SERVICES AGREEMENT - 12 - Rev. 4/2023 Terra Insurance Company (A Risk Retention Group) Two Fifer Avenue, Suite 100 Corte Madera, CA 94925 DATE 02/20/24 CERTIFICATE HOLDER CERTIFICATE OF INSURANCE City of Federal Way Attn: Jonathan Strong 3325 8th Avenue South Federal Way, Washington 98003-6325 TERRA INSURANCE COMPANY This certifies that the "claims made" insurance policy (described below by policy number) written on forms in use by the Company has been issued. This certificate is not a policy or a binder of insurance and is issued as a matter of information only, and confers no rights upon the certificate holder. This certificate does not alter, amend or extend the coverage afforded by this policy. The policy of insurance listed below has 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 policy described herein is subject to all the terms, exclusions and conditions of such policy. Aggregate limits shown may have been reduced by paid claims. TYPE OF INSURANCE POLICY NUMBER 224019 LIMITS OF LIABILITY Professional Liability EFFECTIVE DATE 01/01/24 $1,000,000 EACH CLAIM $2,000,000 ANNUAL AGGREGATE EXPIRATION DATE 12/31/24 PROJECT DESCRIPTION City of Federal Way On -Call Environmental and Geotechnical Consulting Services CANCELLATION: If the described policy is cancelled by the Company before its expiration date, the Company will mail written notice to the certificate holder thirty (30) days in advance, or ten (10) days in advance for non-payment of premium. If the described policy is cancelled by the insured before its expiration date, the Company will mail written notice to the certificate holder within thirty (30) days of the notice to the -Company from the insured. NAME AND ADDRESS OF INSURED GeoEngineers, Inc. 1101 S. Fawcett Avenue, Suite 200 Tacoma, WA 98402 ISSUING COMPANY: TERRA INSURANCE COMPANY (A Risk Retention Group) President SIGNATORY AUTHORITY POLICY: AGREEMENTS RELATED TO PROJECT WORK The purpose of this policy is to define who has the signature authority on contracts, work products, leases and other agreements related to job -chargeable work that commits GeoEngineers contractually. Signing contracts and other agreements obligates GeoEngineers to third parties. The Board of Directors exercises its fiduciary responsibility by establishing this policy to designate the level of signatory authority held by various individuals as outlined below. � m � W � C v y C 2 R V a a to O c O e Document Type m cs v o a _ ____ . During Job Set-up Non -high risk project contracts - =*sign_om" Below $50,000 � kML-J $501000 to $250,000 C J I $250,000 to $500,000 Over $500,000 High -risk project contracts Design -build procurement w/advance services (<$50K fees) Design -build procurement w/advanceservices '� (>$50K fees) GEI-led design -build construction or remediation Project requires travel abroad/contracting with foreign client High -risk projects or contracts Proposals/contracts > 20% of firm's net asset value After Job Set-up n Other project agreements Modified GEI general conditions and client - written agreements GEI subcontractor/sub-consultant agreements (includes MSAs) GEI subcontractor/sub-consultant work/task orders and MSA authorizations Joint venture agreements GEI and client written MSA and on -call agreements Board Approved on June 5, 2023 C C v v 1 R�ir�� •1�R� r C C J r C C J J� v r • C C C CIq � Document Type Professional Liability Settlement agreements (claims) Alf Other Settlement agreements (claims) Modred billing rates (< 3.2 multiplier or >10% below GeoEngineers' Standard SOC) Teaming, access, 3rd party reliance, project - specific confidentia14 agreements, surety bonds, permits and/or mechanic liens Purchases of 1 or more items worth $2,500 or more Leases or rehtals<worth $2,500 or more Technical reports Draft and final reports (formal or letter) N N v an mvn C rCv m in Act !C] L] 2 ■ C C J C j d 4 4 4 a Written authorization is required by this individual Approval required from any one (1) of the individuals. Depending on the document type, there is natural preferred/default approver, and the others so designated are back-ups in the event the primary approver is not available. This individual's approval constitutes final authorization unless a specific individual is also designated (a). C Opportunity for consultation offered; doesn't require explicit approval but allows a response before action is taken. Notes: a The C00 must approve signatory authority for a Principal or Associate who has not met their required minimum investment levels (MILs) under the Shareholder Investment Level Policy. w The C00 may require completion of the Risk Management Evaluation before providing written authorization. a The COO may at any time revoke or delay granting signature authority to a Principal or Associate or may require peer review as a condition to granting signatory authority for technical documents. a In special circumstances, with approval of the C00, senior engineers/scientists may be granted long term signature authorityfor contractual/technical documents provided that there is documentation in the file that the Principal/Associate in charge has been briefed on each project and has transferred the authority to sign technical documents. Short term signature authority may also be granted in a letter or written e-mail by the COO or DL to a Principal/Associate or Senior engineer/scientist for contractual/technical documents during their absence. a Signature of any electronic form of the above documents shall be subject to the same requirements presented in the table. is Change orders are considered stand-alone contracts for purposes of determining signatory authority. a Associates may be the technical lead on projects exceeding $250,000. Project Manager is the person managing the project, regardless of their labor category. Board Approved on June 5, 2023 4/9/24, 3:36 PM Morgan McArthur I GeoEngineers Morgan McArthur I PE HOME PROJECTS PRACTICES PEOPLE COMPANY CAREERS NEWS CONTACT Q Principal Geological Engineer "L67hen I ryas playing in the dirtas a kid, designing -and buildingdams, roads and bridges with my -friends, I never dreamed r d be able to make a career opt of it" Hired Location 2006 Boise, ID Expertise Geotechnical Engineering I Fish Passage I Site Investigation Practices Transportation I Roads, Freeways and Bridges I Ports I Electrical Utility Infrastructure Marine Infrastructure I Development I Energy & Industry Morgan has always been fascinated by how humans relate to the natural world all around us, and he helps us manage this complicated relationship as a geological engineer. Morgan thrives on helping clients solve complex geotechnical and earth -related challenges with unique and cost-effective solutions. He analyzes subsurface conditions and delivers geotechnical recommendations and designs for a wide range of projects. Over the years, Morgan has specialized in major transportation, fish passage, local agency projects, electrical transmission/distribution, K-12 educational facilities, and marine structures. . Morgan loves the challenges and unpredictability that are part of geotechnical engineering. Every project is different, and Morgan takes pride in his ability to collaborate with team members to develop innovative solutions and save clients time and money. GeoEngineers' fish passage work (replacing culverts to restore fish access to upstream habitat) is very multi -disciplinary, requiring geotechnical engineers, hydrologists, hydrogeologists, fish biologists and structural engineers. You'll usually find Morgan right in the middle of it. "As a fisherman and someone who appreciates the natural world around me, I really love being involved in aquatic organism passage projects;" Morgan says. "And doing this as part of GeoEngineers' multidisciplinary team gives us an opportunity to develop unique solutions to provide safe passage for fish and other organisms, while also maintaining functionality of our critical transportation systems." Recently Morgan has stayed busy with notable projects like Coffee Creek (WSD07s first design build fish passage project), the widening of 1-405 from Renton to Bellevue (WSDOT), the widening of 1-15 from Pocatello to Idaho Falls (ITD), John Rogers Elementary School Replacement (Seattle Public Schools), and the Waterfront Phase 1 Redevelopment Project (Metro Parks Tacoma). CONTACT MORGAN FN Posts by Morgan McArthur • Five Considerations for Your Next K-12 Project M Related Staff CHRISTOPHER NE VTON'1 BR`rC 11-,,N_50r US a� TERESiallUGG'�� FRIKARNSOi`J PE LG STUARTTHIELi`I A,NN; P F MASON BESENDORFER 1 PE r Testimonial for Morgan htti)s://www.aeoenqineers.com/i)eor)le/morqan-mcarthur/ 1 /3 4/9/24, 3:31 PM Corporations and Charities System BUSINESS INFORMATION Business Name: GEOENGINEERS, INC. UBI Number: 600 375 010 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 17425 NE UNION HILL RD STE 250, REDMOND, WA, 98052-6190, UNITED STATES Principal Office Mailing Address: 17425 NE UNION HILL RD STE 250, REDMOND, WA, 98052-6190, UNITED STATES Expiration Date: 09/30/2024 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 09/17/1980 Period of Duration: PERPETUAL Inactive Date: Nature of Business: CIVIL ENGINEERING CONSULTING SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: REGISTERED AGENTS INC. Street Address: 100 N HOWARD ST STE R, SPOKANE, WA, 99201, UNITED STATES Mailing Address: 100 N HOWARD ST STE R, SPOKANE, WA, 99201, UNITED STATES GOVERNORS Title Governors Type Entity Name GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL First Name Last Name DAVID P. SAULS MARK MILLER MIKE HUTCHINSON TRACI WILLIAMS MATT SMITH LINDSAY FLANGAS https://ccfs.sos.wa.gov/? q1=1*leuutvh* qa*MiAwOTk2NTkzOC4xNiavNT150DE3* as 7B08VE04WV*MTcwOTkxODEONv42Ni4xLiE3MDk5MTgxOT... 1/2 4/9/24, 3:39 PM Washington State Department of Revenue Washington State Departmeni oT Keverwe < Business Lookup License Information: Entity name: GEOENGINEERS, INC. Business GEOENGINEERS, INC. name: Entity type: Profit Corporation UBI #: 600-375-010 Business ID: 001 Location ID: 0001 Location: Active Location address: Mailing address: 17425 NE UNION HILL RD STE 250 REDMOND WA 98052-6190 17425 NE UNION HILL RD STE 250 REDMOND WA 98052-6190 Excise tax and reseller permit status: Click here Secretary of State status: Endorsements https://secure.dor.wa.gov/gteunauth/ /#6 Click here Page 1 of 3 File New search Back to results 1/4 4/9/24, 3:39 PM Washington State Department of Revenue Endorsements held i License # Count Details Status Aberdeen General 214444 Active Business - Non - Resident Anacortes General Active Business - Non - Resident Auburn General BUS-215C Active Business - Non - Resident Bainbridge Island 14200 Active General Business - Non -Resident Blaine General Active Business - Non - Resident Bremerton General 14186 Active Business - Non - Resident Burien General 08170 Active Business - Non - Resident Concrete General 2570 Active Business - Non - Resident Duvall General Active Business - Non - Resident Federal Way 98-10512 Active General Business - https://secure.dor.wa.gov/qteunauth/ /#6 Expiration First issua Feb-23-2( Sep-30-2(Apr-26-2( Sep-30-2( Sep-14-2( Sep-30-2( Jan-01-1 c Sep-30-2( Apr-21-1 � Sep-30-2( Jan-1 3-1 c Sep-30-2(Apr-09-2( Sep-30-2( Jun-17-2C Aug-31-2 Aug-21-2 Sep-30-2(Jan-13-2C 2/4