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AG 09-121RETURN TO: ExT: 2 -l� L- CITY O FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS /��Y�� 2. ORIGINATING STAFF PERSOiV: I�L� lG. EXT: Z� 3. DATE REQ. BY:_ 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. BONb RELATED DOCUMENTS) ❑ ORDINANCE ' ❑ RESOLUTION � � CONTRACT AMENDMENT (AG#): O - I 2, ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: VI/� LG�� ��"`�►� `�"j/ Vl �bo - NAME OF CONTRACTOR: ' ADDRESS: I� O Z 14''� S '�-t� � E-MAIL: �T�� SIGNATURENAME' ��Pv. _�ULu������ FAx: TITLE' LS� G�.G-.'?- 7. EXHIB[TS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LCCENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # I�% -%��2'�1 BL, EXP. 12/31/�Z--- UBI # �a/)l7 ✓�' S 1 ,'I.�.� , EXP. �/3���2— 8. TERM: COMMENCEMENT DATE: " b I 2/ Z(�J G1 COMPLETION DATE: �!�i I- / I�J TOTAL COMPENSATION: $� Ci C71� (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� uFrMRi IRCART.F. RXPRNSF.: ❑ YES ❑ NO [F YES. MAXIMUM DOLLARAMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, ❑ PURCHASING: PLEASE CHARGE TO: �O - l �� �� �� �� � y 2��'� 11 10. DOCUMENT / CONTRACT REVIEW .� PROJECT MANAGER �9, DIVISION MANAGER '�( DEPUTY DIRECTOR � DIRECTOR ❑ RISK 1VIANAGEMENT (IF APPLICABLE� � LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED �'T ��/� //Z ��//// �"-" � �. I \ r \L �� u ��,Z �7t / COMMITTEE APPROVAL DATE: I ' 12. CONTRACT SIGNATURE ROUTING yp, �,�,� _�i�,12 'I ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: oR,K�c� L,� ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, L[CENSES, EXHIBITS y�j LAW DEPT � SIGNATORY M( AY�R OR DIRECTOR) '�4. CITY CLERK � ASStGtvED AG # � SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL INI L / DATE SIGNED � i 2 AG# ^' .� � DATE SENT: 1 � • 27 'I �_ PAID BY: ❑ CONTRACTOR ❑ CITY IMTIAL / DATE APPROVED COUNCIL APPROVAL DATE: N � �- DATE REC'D: (�" �` �Z � clrv oF CITY HALL ,,"'�.r.. Fe d e ra I 1ltlay 33325 8th Avenue South Federaf Way, WA 980�3-6325 (253} 835-7d00 www crryoffealerahvay com AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL ENGINEERING SERVICES This Amendment ("Amendment No. 4") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Landau Associates, Inc., a Washington 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 On-Call Engineering Services ("Agreement") dated effective June 12, 2009, as amended by Amendment No(s). 1, 2, and 3, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2013 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is 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 - 1 /2010 � CITY OF ,�'�..... Federal CITY HALL ��� 33325 8th A�enue South Federal Way, WA 98Q03-6325 (253) 835-7000 wwH%crtyoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: _ kip Priest, ayor DATE: � t�/aN o ra..� q s s �s c�� ri S, By: ��--�� Steven A. Johnston, President/CEO 130 Second Avenue South Edmonds, WA 98020 425.778.0907 STATE OF WASHINGTON ) ,�., ) ss. COUNTY OF��1�U1'VII�� ATTEST: City Clerk, Carol M eilly, C C APPROVED AS TO FORM: City Attorney, Patricia A Richardson O this day personally appeared b�efQ r�e e � to me known to be the �.�dQ� of LCtVI�Q � 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 �2U� _, 20 i�o�. Notary's signature Notary's printed name M Notary Public in and for the State of Washington. My commission expires .�,�'j� �3� ao� Notary P�uWic $hte of IN�ahinpton ERIN M BUXTON My 11ppoMtment Expires Nov 13, �013 AMENDMENT - 2 - 1 /2010 � � CERTIF ATE OF LIABILITY INS LAN38241 'AN C E DATE (MMIDD/YYYY) ► 7/2/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certifcate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Commercial Lines -(206) 892-9200 PHONE F� nLC, No. eXc�: _ ___. � cac. No►: Wells Fargo Insurance Services USA, Inc. - CA Lic#: OD08408 E-MAIL ADDRESS: 601 Union Street, SUIt2 'I300 _ INSURER(Sl AFFORDING COVERAGE NAIC # Seattle, WA 98101-1371 iNSURER A: Phoenix Insurance Company 25623 iNSUaen iNSURER e: Travelers Indemnity Company 25658 Landau Associates, Inc. INSURER C : Mr. Dennis Hobbs iNSUReR o: 130 2nd Avenue S iNSUReR e: Edmonds, WA JHOZO-J'I29 INSURER F: COVERAGES CERTIFICATE NUMBER: 4btt'LtiEi/ REVISION NUMBER: See below 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 HERE�N IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR 7ypE OF INSURANCE � ADDL SUBR POUCY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DDIVYYY MM/DD/YYYY A GENERALLIABILITY 6802587L716 07/01/12 07/01/13 EACHOCCURRENCE $ 1,000,000 !� COMMERCIAL GENERAL LIABILITY PREM SEES Ea�occuTErDence $ 1.000,000 CLAIMS-MADE � OCCUR MED EXP (Any one person) $ 10,000 X WA Stop Gap PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ Z�OOOA00 X POLICY PR� LOC Employers Liability $ 1M /$1M B AUTOMOBILE LIABILITY BAZSJOL$SZ 07l01/12 07/01/13 COMBINED SINGLE LIMIT 1,000,000 Ea axident X .4NY AUTO BODILY INJURY (Per person) S ALL OWNED SCHEDULED BODILY INJURY (Per accident) E AUTOS AUTOS - NON-OWNED PROPERTY DAMAGE x HIRED AUTOS X AUTOS Per accident $ a B X; UMBRELLA LIAB X OCCUR CUP6675Y973 07/01/12 07/01/13 EACH OCCURRENCE S 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5��.� DED X RETENTION $ 10,000 $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY Y� N - ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L. EACH ACCIOENT $ OFFICERIMEMBER EXCLUDED? N � A - (AAandatory in NH) E.L. DISEASE - EA EMPIOYE S If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / IOCATIONS I VEHICLES (Attach ACORD 701, Additlona� Remarks Schadule, if more space Is requfred) THE CERTIFICATE HOLDER IS ADDED AS AN ADDITIONAL INSURED FOR GENERAL LIABILITY AS RESPECTS THEIR INTERESTS IN THE OPERATIONS OF THE NAMED INSURED. TE City of Federal Way Attn: Fei Tong P.O. Box 9718 Federal Way, WA 98063-9718 SHOULD ANY OF THE ABOVE DESCRIBED �OLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPRESENTATIVE 9«�,� �z The ACORD name and logo are registered marks of ACORD OO 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) I I�III�I III IIIIIII IIII IIIII IIIII) IIII �IIII IIIII IIIII �IIII IIIII'llll IIIII IIIII IIIII IIII IIII •cvsoanovoo�sas�otioaioioiaa• ooea�t G��MMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CARE�ULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS� This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILiTY COV�RAG� PART 1. WHO IS AN INSURED (Section ft) is amended to include any person or organization fhat you agree in a"conlrad or agreement requiring insurance" to include as an additional insured on this Caver- age Part, buf: a. �nly wifh respect to liability for "bodily injury", "property damage" or "personal in jury' ; and b. lf the injury or damage arises out of the per- formance, by you or your subcontracfor, of "your wark" t4 which the "contract or agree- ment requiring insurance" applies. Such per- son or organizatian does not qualify as an additional insured with respect to their inde- pendent acts or for "bodily injury", "property damage" or "persanal injury" for which that person or organization has assumed liability in a contract or agreement. Z. The insurance provided to the additional insured by this endorsement is limited as failaws: a. 7his insurance does not apply on any basis io any person or organization for which cover- age as an additional insured specifically is added by anather endorsement to this Cover- age Part. b. This insurance does not apply to #he render- ing of or failure to �ender any "professional services". c. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed io provide in that "contract or agree- ment requiring insurance", or the timits shown in the Declarations far this Goverage Part, whichever are less. This endorsement does not increase the limfts of insurance stated in the LIMITS OF IN8URANCE (Section III) for this Coverage Part. 3. 'ihe follow+ng is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENEWAL LlABILiTY CONDITIONS (Section IV): However, if you specificatly agree in a"contrad or agreement requiring insurance" ihat the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non-contributory basfs, this insurance is primary to atMer insurance that is availabls to such additional insured wi�ich covers such addi- tional insured as a named insured, and we will not share wiih the other insurance, provided thai: (1) 7he "bodify injury" or "property damage" for which coverage is soughi occurs; and (2) The "personal fnjury" for which coverage is sought arises out of an offense committed; after you have entered into fhat "cor►tract or agreement requiring insurance". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, cQntingeni or on any other basis, thai is available to the insured when the insured is an additional insured under any ather insurance. 4. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others 7o Us in COMMERCIAL GENERAL LIABILITY GON- DIt10NS (Section IV�: We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury"' arising out of "your work" pertormed by you, or on your behalf, under a"contraet nr agreement requiring insurance" with that person or organizatlon. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily injury" or "property dama�e" occurs, or the "per- sonal injury" affense is committerl. 5. As respects the insurance provided to the addi- tional insured by this endorsement, the following definition is added to DEFINITIOMS (Section Vj: CG D3 89 08 Q6 � 2oos, The St. Paul Travelers Insurance Compenies, inc. Page 1 of 2 Includes copyrighted material of tnsurance Servlces Office, Inc., wlth its permissfart. Ooi423 IIIIIII III IIIIIII III) IIIII IIIIII IIII IIIII IIIII IIIII'llll IIIII I�III IIIII IIIII IIII' III) IIII � 'CY803A02/001645J03/04I0l0/0/0' COMMERCIAL GENERAL LIA6�.rTY "contract or agreement requiring insur.ance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Gov- erage Pan, provided that the "bodily injury" and "property damage" occurs, and ihe "personal in- jury" is caused by an offense committed: Page 2 of 2 owua a. After you have entered inio that contract or agreement; b. While that part of the contract or agreemen# is in effect; and c. Before the end of the poticy period. AI! other terms of your policy remain the same. � 200fi, The 5t. Paul Travelers Inaurence Cnmpanies, inc. Includes copyri�►ted materiel ot insurance S�vicee Offlce,1�., with its petmission. IIIIIII III (IIIIII IIII III�I IIIIII (II) IIIII IIIII IIIII IIIII IIIII IIII) IIIII IIIII �III IIII IIII CG D3 8t 09 86. •cveo3AOZroo�sas�auoaoroioro� Commercial Lines - (206) 892-9200 Wells Fargo Insurance Services USA, Inc. - CA Lic#: 0 601 Union Street, Suite 1300 Seattle, WA 98101-1371 City of Federal Way Attn: Fei Tong P.O. Box 9718 Federal Way, WA 98063-9718 **�******.*****,***x*********�***************�*********«****************************.********.****««**..***«*...**** Would you like to receive this certificate via email or fax? We offer expedited delivery to better serve our mutual clients. To update the delivery method for revisions to this certificate and for next year's copy, please enter this information in your browser: https://www.cybersure.com/cybersure/forms/iyoc/cdmu.aspx When prompted, enter this information for security purposes: Client ID: LAN38241 Cert ID: 4582667 Passcode: 68D40932 Follow the instructions and let us know your delivery preference. You'll receive future copies of this certificate via the method you provide. Thank you for helping us provide certificates to you more quickly. ****,+********�*****,.************,.**********�*********�*««***********�**,►******,..*****************.*****�,*****«.**.** �, I IIIIIII III (IIIIII IIII IIIII IIIIII (III IIIII IIII) IIIII IIIII IIIII IIIII IIIII IIIII (IIII IIII II�I •CY803A0210 01 6 4 5I01/04/0/0!0/0• x�TU�v To: S���Ct t'��I' u�- � ExT: �`7e' � CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / j L1.' '�1 2. ORIGINATING STAFF PERSON: l�-� � fiC�Y�' EXT: /L� � I 3. DATE REQ. BY: 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 �L CONTRACT AMENDMENT (AG#�: � '" I� ❑ INTERLOCAL ❑ �TI�R PROJECT NAME OF ADDRESS', E-MaiL: F.ax: SIGNATURENAME: �� Y1 C �57��11 TITLE: I�SS� 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES � COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑� CONTRACT/AMENDMENTS CFW LICENSE #�' ����"� BL, EXP. 12/31/� UBI #�,/� �C� �'f"W"1 , EXP. �/�/� 8. TERM: COMMENCEMENT DATE: �D �, 4 �`� �-G�"I COMPLETION DATE:� 3I ��� I�-- 9. TOTAL COMPENSATION: $ '71! � DOO 't �� D� =�O� C�D • (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR O CITY �1 PURCHASING: PLEASE CHARGE TO: ./D"f � � I � • � '�J[p - c� I,v • � � . � � I lO. DOCUMENT / CONTRACT REVIEW � � 'C� PROJECT MANAGER Gr I DIVISION MANAGER � � � DEPUTY DIRECTOR �+a1 DixscTOx ❑ RISK MANAGEMENT (IF APPLICABLE� �`� � LAW DEPT INITIAL / DATE REVIEWED �''�.. Q // � - (� �- 11. COUNCIL APPROVAL (IF APPLICABLE� COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING � � ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBI S i bl � �LAW DEPT y �`� SIGNATORY (MAYOR �" CITY CLERK �� � � Ass[GrrED AG # ❑ SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL � r I TIAL / DAT SIGNED _ ro �� AG# - 'a- C DATE SENT: �I� ''1 • 4 ( ITIITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: I � � 1/9 ` �ITY OF CITY HALL ..�.., Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wiv►v. atycafiederalway com AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL ENVIRONMENTAL SERVICES This Amendment ("Amendment No. 3") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Landau Associates, Inc., a Washington 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 On-Call Environmental Services ("Agreement") dated effective June 12, 2009, as amended by Amendment No(s). 1 and 2, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2012 ("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 Eachibit "B-3", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the 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, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. T'he 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 - 1/2010 � CITY OF ,,�'�...� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) $35-7000 www cityoffederafway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Skip Priest , Ma ar DATE: ATTEST: . City Clerk, Carol Mc illy, •(o •� l( APPROVED AS TO FORM: � City Attorney, Patricia A Richardson LANDAU ASSOCIATES, INC. By: Steven A. Johnston, President/CEO 130 Second Avenue S Edmonds, WA 98020 425.778.0907 DATE: 9I Zg/ � � STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH) On this day personally appeared before me Steven A. Johnston, to me known to be the President/CEO of Landau Associates, 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 he 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 � � , 20 j�. Notary's signature �n�,� I(YZ t�.t f�e^1`.►�� � Notary's printed name �-; n./� �?y,�(� Notary Public in and for the State of Washington. My commission expires �c� 13� �0�3 ►'�f► �ub��c S�t � Wishin�pn �(1 M BUXTON A�' A�potntn�nt E�qN� Nov t3. 2Dt 3 AMENDMENT -2- 1/2010 �.,�. : � � �;�t� ; ��s!a��A ncsF .,r,.s�av �W ,re�� �� '_- � AJb M. wi>a9 ';1� ,�t vaN xs��Ax7 �nemtn:vaq.4 1M ,�,. � CITY OF ,�.�,.., Federal CITY HA�L ��� 33325 8th Avenue South Federa{ Way, WA 98003-6325 (253) 835-7000 ww►v atyot3ederahvay cnm EXHIBIT B-3 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Thirty Thousand and no/100 Dollars ($30,000.00). T'he total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Seventy Thousand and no/100 Dollars ($70,000.00). 2. Other: Upon identification of a project by the City, the Contractor will prepare a Scope of Services, Budget, and Method of Payment, which is to be negotiated and agreed upon by both parties. AMENDMENT - 3 - 1 /2010 , J �.�+'�� LAN3 41� � � � �� , y ,,,:`_,_� ��� " DATE (MM/DD/YYYY) �� CERTIF�.�ATE OF LIABILITY INSl���4NCE 6/29/2011 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 A�TER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. � IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Commercial Lines - (206) 892-9200 NAME: PHONE F� Wells Far o Insurance Services US DO 0 ac No : 601 Union Street, Suite 1300 ����� ��� AD R�ESS: INSURER S AFFORDING COVERAGE NAIC # Seattle, WA 98101-1371 ;. �� iNSURERA: The Phoenix Insurance Company 31194 iwsuReo Landau Associates, Inc. Mr. Dennis Hobbs 130 2nd Avenue S Edmonds, WA 98020-9129 � iNSUReR e: Travelers Indemnity Company 25658 PUBUCWURK iNSUReRC: SeabrightlnsuranceCompany 15563 DEPARrnn�nrr iNSUReRO: Lexington Insurance Company 19437 COVERAGES CERTIFICATE NUMBER: Z951311 REVISION NUMBER: See below 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 O^n OTHER `JOCliidichT WIT!1 F:c�PECT TO WHICH TH:S 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. IN3R TypE OF INSURANCE A � S BR POLICY NUMB R MM%DDY EFF M� EXP uMffS TR A GENERALLIABILITY 6802587L716 07/01/11 -07/01/12 �CHOCCURRENCE S ���� X COMMERCIAL GENERAL UABILITY PREMISES Ea occurtence S 7,000,000 CLAIMS-MADE � OCCUR MED EXP (Any ane erson) S 10,000 X WA Stop Gap PERSONAL 8 ADV INJURY $ ����� GENERAL AGGREGATE S 2 ���� GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG E Z.�•� POIICY X PR � LOC Employers Liability $ 1M / 51M A AUTOMOBILE LIABILITY BA2590L35211 07/01/11 Q]/Q�/�2 COMBINED SINGLE LIMIT �� �� Ea accident X ANY AUTO BODILY INJURY (Per peraon) 3 ALL OWNED SCHEDULED BODILY INJURY (Per acddent) S AUTOS AUTOS $ NON-OWNED Pe�r acdden DAMAGE X HIRED AUTOS X AUTOS a B UMBRELLA UAB X OCCUR CUP6675Y973 07/01/11 07/01/12 �CH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE y 5,000,000 DED X RETENTION 10,000 $ WORKERS COMPENSA710N X WC STATU- OTH- C ANDEMPLOYERS'LIABILITY y � N 6B3110272 07/01/11 �7/0���2 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT y ���.000 OFFICER/MEMBER EXCLUDED? �N N I A USL&H WA & OR (Mandatory in NH) E.L. DISEASE - EA EMPLOYE S �'�•�� 'f es, describe under p�cr_,RiaripN OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S �•���� D Professional Liability T 013001515 12/31/10 12/31/11 S2.000 Per Claim / S2 ,000,000. n9grege�e Pollution Liabiliry DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attaeh ACORO 101, Addi8onal Remarks Schedule, if more spaca is nquired) RE: ON-CALL ENVIRONMENTAI SERVICES AGREEMENT. CITY OF FEDERAL WAY IS PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION UNDER GENERAL LIABILITY AND ADDITIONAL INSURED WITH WAIVER OF SUBROGATION UNDER AUTO LIABILITY AS RESPECTS THEIR INTEREST IN THE INSURED OPERATIONS OF THE NAMED INSURED PER THE ATTACHED ENDORSEMENTS. DJT City of Federal Way Attn: Fei Tang, P.E. PO Box 9718 Federal Way, WA 98063-9718 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPRESENTATIVE 9��,�,� The ACORD name and logo are registered marks of ACORD OO 1988-2010 ACORD CORPORATION. All rights �eserved. ACORD 25 (2070/05) Corporations: Registration Detail Page 1 of 1 Contact Us � Connect: a,,.'�c[;� � Search OSOS Web Sites SEARCH Corporations Division ' Corporatioas Home I Charities Home i Awards i Public Notices ; __�-----. __�___. _.._� ___.,„__. t �. : Corporations Division - Registration Data Search Neither the State of Washington nor any agency, officer, or employee of the State of Washington warrants the accuracy, reliability, or timeliness of any informarion in the Public Access System and shall not be liable for any losses caused by such reliance on the accuracy, reliability, or timeliness of such information. While every effort is made to ensure the accuracy of this informarion, portions may be incorrect or not current. Any person or entity who relies on information obtained from the System does so at his or her own risk. LANDAU ASSOCIATES, INC. UBI Number Category Profit/Nonprofit Active/Inactive State OfIncorporation WA �Yling Date Expiration Date Inactive Date Registered Agent Information Agent Name Address City State ZIP Special Address Informarion Address City State Zip 600�,57469 REG Profit Active WA u/i6/i984 ii/3o/zoii DENNIS R STETTLER i3o 2ND AVE S EDMONDS WA 98020 Governing Persons 1Yde Name President,lYeasurer wce President Secretary Chairman JOHNSTON,STEVEN STETTLER , DENNIS MANNING , DON HENDRICKSON , KRIS ll�.}\�L. . � � I !1 '.)_ _ _,�/l!.1. �� y1.1 . � �.1 �� 1 I 11 Address i3o 2ND AVE S EDMONDS , WA i3o zND AVE S EDMONDS,WA i3o aND AVE S EDMONDS , WA i3o 2ND AVE S EDMONDS,WA http://www.sos.wa.gov/corps/search_detail.aspx?ubi=600557469 9/ 14/2011 �TUxiv To: j�Lr� t'l� L�.' CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / 2. ORIGINATING STAFF PERSON: �: l'c f��j�iY.' � I EXT: �-C- 15� 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE�: ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ� ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICEAGREEMENT ❑ MAINTENANCEAGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS� ❑ ORDINANCE ❑ RESOLUTION �'� CONTRACT AMENDMENT (AG#�:�� � ❑ INTERLOCAL ❑ OTHER S. �. Ex � �z �c 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ;� INSURANCE RE�UIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS � PROOF OF AUTHORITY TO SIGN Q� REQUIRED LICF.NSES ,$� PRIOR CQI�TT�AnT/AMENDMENTS CFW LICENSE #��(�' �� � GC� BL, "�."�u"'!—== UBI #(!CC-`�i Le � , EXF t C 1.3�1�/�� `� �CP . �,�� .2t%!� / 8. TERM: COMMENCEMENT D_ __'E: Ir J I�I -�ti'C' �I COMPLETION DATE: I�.�I I�l ] I I`1 � C�1Cf.l'lllP � ���f�titr5 G�crr�e.���net��t 9. TOTAL COMPENSATION: $�, G C l`� t���, CG l:? =��{L'� ��i L� (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, ExT: ��.C; I PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: ��'�7 "�� �Ci --����: :J�j LG —7� — �I I lO DOCUMENT / CONTRACT REVIEW �� � R� PROJECT MANAGER�%( �t �'V � I � ^ �( DIVISION MANAGER Ly'� 11 �,%" � L� DEPUTY DIRECTOR k!�-o2, � �( DIRECTOR (�i�rZ� �`�)'�;- �"LAW DEPT � �•i �' � :� � A % � '_ i '• ��/il� ►� � �i � INITIAL / DATE APPROVED 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING � SENT TO VENDOR/CONTRACTOR DATE SENT: � 7 ��i � C' �ATTACH: SIGNATURE AUTHORITY, INSiJRANCE CERTIFICATE, LICENSES, EXHIBITS 5/� �Sf LAW DEPT � SIGNATORY CM ��'$I�� ��� y�`CITY CLERK — �- AssiGrrED AG # � SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL INITIAL / DATE SIGNED ; �i � � t.� � j Q. . l,�IM S��$ ,70/� AG# — �l DATE SENT: COUNCIL APPROVAL DATE: DATE REC'D:��.� I� / � COMMENTS: EXECUTE " I " ORIGINALS 11 /9 . i � .. i .. . CITY HALL 1 ��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98Q63-9718 �25s� s�aaoo www atyotFederahaay com AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL ENVIRONMENTAL SERVICES This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Landau Associates, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent ofthe parties, agree to amend the original Agreement for On-Call Environmental Services ("Agreement") dated effective June 12, 2009, as amended by Amendment No(s). 1 as follows: 1. 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-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 Term. Except as otherwise provided in an attached E�ibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is 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 - 1/2010 , �rI ,� � � � w CITY HALL ��� 33325 8th Avenue South • PO Box 9718 Federal Way. WA 98Q63-9718 (253)835-7Q00 www cityoffederanvay. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY B .� /X,av� c� Brian Wilson, i Manager/Police Chief DATE: ��/��aJj� LANDAU ASSOCIATES, INC. I� . Steven A. Johnston, President/CEO 130 Second Avenue S Edmonds, WA 98020 (425) 778-0907 DATE: � � � � � � STATE OF WASHINGTON ) ) ss. COUNTY OF SNOHOMISH) ATTEST: City Clerk, Carol Mc eilly, C C AP OVED TO FO . 9 � City Att ey, Patricia A Richardson On this day personally appeared before me Steven A. Johnston, to me known to be the President/CEO of Landau Associates, 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 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 ��_ , 20 j�. Notary's signature �,'�;im �(Y T� Notary's printed name ��;c� m� ��L�m Notary Public in and for the State of Washington. My commission Not�ry Public Sate of 1NasAlnqton ERlN M BUXTON My Appointment Expina Nov 13, 2013 AMENDMENT -2- 1/2010 �3 �.+d4e� ..#t��� ,..... �,: n�ft., � � �, � , ' N . ' � b +.'!r . r i :�? .. �';:i>r;i�! •d1A �•�p;�x.,.h�,�7r.:.�y,�..,.��,� .. � CITV' OF CITY HALL �������' ,��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7Q00 www cityoifederahvgy com EXHIBIT B-2 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the On-Call Engineering Services, the City shall pay the Contractor an additional amount not to exceed Fifteen Thousand and 00/100 Dollars ($15,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Forty Thousand and 00/100 Dollars ($40,000.00). 2. Other: Upon identification of a project by the City, the Contractor will prepare a Scope of Services, Budget, and Method of payment, which is to be negotiated and agreed upon by both parties. AMENDMENT - 3 - 1 /2010 RETURN TO: CARMEN BEALL EXT: 2702 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: ruBr.iC wotucs /�� � p'� 2. 4. ORIGINATING STAFF PERSON: OJL�I"1C' EXT: ;� �I�S I 3. DATE REQ. BY: TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCLJMENT (E.Cx, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT o HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.Cz BOND RELATED DOCLTMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ OT'HER CT AMENDMENT (AG#): D /a � L A ❑ INTERLOCA�. �F' 5. PROJECT NAME: 6. 8. 9. nv'+ro��,mer NAME OF CONTRACTOR: C� Y� C. ADDRESS: /.�[ S2[' o �S �� YYl t)r� ' �I �0�1 v TELE E-MAIL: � FAX: SIGNATURE NAME:S� PVQ ✓l . ToI�r�S +'1 TITLE� EXHIBITS AND ATTACHMENTS: ❑ scoPE, WORK OR SERVICES ❑ COMPENSATION � INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTf�R REFERENCED EXHIBITS � PROOF OF AUTHORITY TO SIGN ,�9�tEQUIRED LICENSES �CPRIOR CONTRACT/AMENDMENTS CFW LICENSE # g g/QS 9a+� BL, EXP. 12/31/ /(� UBI # fvD(7J`�S'�'�(p �] , EXP. ) �/ 30/ ( i� TERM: COMMENCEMENTDATE: (7��1 a oZ�'1 COMPLETIONDATE: �a/,�l /�OI ] TOTAL COMPENSATION $ �p �'] Q� (INCLUDE EXPENSES AND SALES TAX, IF AN� (IF CALCULATED ON HOURL LABOR C E- ATTACH SCHEDULES OF EMPLOYEES TTTLES AND HOLIDAY RATES) REIlVIBURSABLE EXPENSE: ❑ 1�s ❑ No IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: O CONTRACTOR O CTfY PURCHASING: PLEASE CHARGE TO: ^ 10. DOCUMENT/CONTRACT REVIEW 1 �/q � PROJECT MANAGER � � )/a + I� DNISION MANAGER'vV � � I r/a 1'6x DEPUTY DIRECTOR tl1-� (la� � DIRECTOR Cav ❑ ��� � LAW 11. COUNCIL APPROVAL (�' �PLtC�sLE) I1�TITIAL / DATE REVIEWED T -�• ��I �, �/�I�O t l7 t _'/�1'K. � L 4 1-Zq-1 COMIvIITTEE APPROVAL DATE: � I1�IITIAL / DATE APPROVED COUNCIL APPROVAL DATE: � 12. CONTRACT SIGNATURE ROUTING �' SENT TO VENDOR/CONTRACTOR DATE SENT: � � DATE REC'D: ��/ V � ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFI AT , LICENSES, EXHIBITS �I� � LAW DEPAR NT a/q �d' SIGNATORY����e�'E"re�j <:2�o ja. CITYCLERK � ASSIGNED AG# r� SIGNED CO�.YRF.TLJRNFD . (�� �R�3'CJRN ONE ORIGINAL � I1�TITTAL / DATE SIGNED z- �-�� . i�� o� a'1 v d D• AG# - /�l I a DATE SENT: 2• IQ • 1n 1/9 i< `Con ��-a cf `a�a� va- ia� Ca ) /�r� nc� �ssc�c� u��a s�n c, Arr�e� �o� ` CITY OF CITY HALL �.... Fe d e ra I Way 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 wrvw cityoflederahvay com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL ENVIRONMENTAL SERVICES This Amendment ("Amendment No. 4") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Landau Associates, Inc., a Washington 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 On-Call Environmental Services ("Agreement") dated effective June 12, 2009, as amended by Amendment No(s). 1 as follows: l. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2011 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is 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 - 1 /2010 CITY OF '��..,�... Federal CITY HALL ��� 33325 8th Avenue South • PO Box 9798 Federal Way, WA 98063-9718 (253}835-7000 www cifyvtfederaiway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Brian Wilson, ' Manager/Police Chief DATE: o�, fv �l.Wl� LANDAU ASSOCIATES, INC. I' � � _� Printed Name: Steven A. Johnston Title: President/CEO DATE: �' STATE OF WASHINGTON ) � ) ss. COUNTY OF SNOHOMISH ) ATTEST: City Clerk, Carol Mc Veilly, C C APPROVED AS TO FORM: City Attorney, Patricia A Richardson Notary Pub11c State of �ashington�; JULlE t�lAR4E �OHM MY COMMISSlON EXPIRES May 25, 2011 On this day personally appeared before me Steven A. Johnston, to me known to be the President/CEO of Landau Associates, Inc., that executed the foregoing instrument, and acknowledged the said instniment 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 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 �� , 20(0 Notary's signature Notary's printed name V r� �l� ��v!!'!�l Notary Public in and for the State of Washington. My commission expires 3� / AMENDMENT - 2 - 1/2010 I I J.J ~. . -., ~ - '"' - .. RETURN TO: ~arm(,t/ 8~/ / CITY OF FEDERAL WAY LAW DEPARTMENT / REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1. 2. 4. 5. 6. 7. 8. 9. 10. 11. ORIGINATING DEPT./DIV: PW/SWM ORIGINATING STAFF PERSON: FEI TANG EXT: 2751 3. DATEREQ.BY: TYPE OF DOCUMENT REQUESTED (CHECK ONE) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) o PUBLIC WORKS CONTRACT 0 SMALL PUBLIC WORKS CONTRACT gt'pROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT o GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES / CDBG o REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) o ORDINANCE 0 RESOLUTION o CONTRACT AMENDMENT AG#: o OTHER PROJECT NAME: ON-CALL ENVIRONMENTAL SERVICES /tJc,. 0r~Vf.'" cTOH-NS~ PRES/J)t:""Ni NAME OF CONTRACTOR: LANDAU ASSOCIATES.' TlMO'FII':L. SY'fLRSQW,*'6. SCNIORASSOCIATf, 130 2ND AVE. S. EDMONDS, WA 98020.425-778-0907 FcVX'; tfd-,r-77'8-&<fOdf 0/ EXHIBITS AND ATTACHMENTS: ~OPE, WORK OR SERVICES ~OMPENSATION ~~CE REQUIREMENTS/CERTIFICATE o ALL OTHER REFERENCED EXHIBITS ~ROOF OF AUTliORJTY TO SIGN uvREQUIRED LICENSES 0 PRI~R CON~CJ/ AMENDMENTS (l/tL( J.JCfl'lse,-#=. qq /oSC(J, 700 13LJ tXP 1~/31/iJ~ STfHt LICENS~ '* (,00 SS7L/"'~l::)(P 1I/30/D 1 TERM: COMMENCEMENT DATE~ COMPLETION DATE: 12/31/09 TOTAL COMPENSATION $ 25.000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATJACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES ~!>10 IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES ~NO IF YES, $ PAID BY: :ONTRACTOR 0 CITY @'PURCHASING: PLEASE CHARGE TO: 304-3100-256-596-42-411 DATE REC'D: ~: 0 I . 0'1 I<1.c/cl: fsJ/IO 101 INITIAL/DATE SIGNED $t-?-~01 ~,;k. -6-b~ 0f\1'Y\ La. .0 ..... rlTV nc: CITY HALL A Federal Way CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Way. WA 98063-9718 (253) 835-7000 wwwcityoffedemll'vaycom PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL ENVIRONMENTAL SERVICES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Landau Associates, 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: LANDAU ASSOCIATES, INC.: CITY OF FEDERAL WAY: Steven Johnston President 130 2nd Avenue S Edmonds, WA 98020 Fei Tang, P.E. SWM Project Engineer 33325 8th Ave. S. P.O. Box 9718. Federal Way, WA 98063-9718 (253) 835-2751 (telephone) (253) 835-2709 (facsimile) fei.tan cit offederalwa .com (425) 778-0907 (telephone) (425) 778-6409 (facsimile) 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 Work, but in any event no later than December 31, 2009 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. SERVICES, The Contractor shall perform the services more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Services"), 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 City Manager 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; and such may result in ineligibility for further City agreements. 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 a period of one (1) year from the effective date of this Agreement. Except as otherwise provided in PROFESSIONAL SERVICE AGREEMENT - 1 - PSA Corp 3/31/09 I""ITVUAJ I ~ Federal Way CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Way. WA 98063-9718 (253) 835-7000 wwwcilyoffedemlwl.lycom Exhibit "B", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of 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 after 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-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after 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, 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 ofliability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub-contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6, INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors, as provided in Exhibit "C" , attached hereto and incorporated by this reference, for the duration of the Agreement and thereafter PROFESSIONAL SERVICE AGREEMENT - 2 - PSA Corp 3/31/09 ..... ....ITV n,c CITY HALL ~ Federal Way CITY HALL 33325 8th Avenue South' PO Box 9718 Federal Way. WA 98063-9718 (253) 835-7000 IVWW cifyoffedemlway.com with respect to any event occurring prior to such expiration or termination. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY, All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. 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 payor any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work 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 work. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor mayor will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 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, 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 payor 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 PROFESSIONAL SERVICE AGREEMENT - 3 - PSA Corp 3/31/09 ,.~ Federal Way CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Way. WA 98063-9718 (253) 835-7000 ~vww cityoffedera/way.com 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives ofthe Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. PROFESSIONAL SERVICE AGREEMENT - 4- PSA Corp 3/31/09 .... CITY Of ~ Federal Way CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Way. WA 98063-9718 (253) 835-7000 wwwcilyoffedemll'vaycom IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: DATE: (;,,/1.:1/ a?aJ 9 By: Brian Wilson, APPROVED AS TO FORM: Signature on file, form avvroved 3/31/2009 by: City Attorney, Patricia A Richardson LANDAU ASSOCIATES, INC. By: ~~~ Printed Name: 'sk\,'t-II' A. ,:L~,,')k...... Title: ~1..f.~"""" / CEO DATE: c;CJ I D "\ I STATE OF WASHINGTON) \ ^ ) ss. COUNTY OFSY\{)Y\{)MOv \) On this day r~sonallY appeared before me l\Y\tWto-. "? eJ-U:':len, to me known to be the ?Y'e..~\a..el(\~ tOO of LV-.V\D..U..u A. ~~OcAO\~e~J \V\f 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 q~"'day of :5\A'<\-R..- ,2005 Notary's signature ~ ~ ~ Notary's printed name vt u... . {)(~--V) Notary Public in and for the State 9fWashington. My commission expires ':J \ 1. S , 20 \ \ Notary Publk State of Wa5bingtim ANDREA p" PEDERSEN MY COMMISS!ON EXPIRES May 25,2011 PROFESSIONAL SERVICE AGREEMENT - 6 - PSA Corp 3/31/09 ,~ federal Way CITY HALL 33325 8th Avenue South' PO Box 9718 Federal Way. WA 98063-9718 (253) 835-7000 wwwcityoffedemllvaycom 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] PROFESSIONAL SERVICE AGREEMENT - 5 - PSA Corp 3/31/09 ~ Federal Way CITY HALL 333258th Avenue South. PO Box 9718 Federal W8'f. WA 98063-9718 (253) 835-7000 wwwdtyoftedemlway.com EXHIBIT" A" SERVICES The Contractor shall provide on-call environmental consulting services to the City of Federal Way (City), as requested by the City. Upon identification of a project by the City, the Contractor will prepare a Scope of Service, Budget and Method of Payment 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: . Site Historical Review/Environmental Site Assessment (Phase I, II, III ESA's) . Sampling and Analysis of Groundwater, Surface Water, Air, Soil and Sediment . Characterization of Site Geology, Hydrology, and Hydrogeology, . Monitoring Well Design, Installation, and Maintenance . Data Management and Reporting . Computer Modeling . Chemical Fate and Transport Evaluation . Human Health and Ecological Risk Assessment . Wetland Investigation, Wetland and Stream Delineation and Mapping PROFESSIONAL SERVICES AGREEMENT - 1 - PSAExh3/31/09 ,~ Federal Way CITY HALL 333258th Avenue South . PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www.dlyoffedemlw8y.com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Twenty-Five Thousand and 00/100 Dollars ($25,000.00). 2. Other: Upon identification of a project by the City, the Contractor will prepare a Scope of Services, Budget, and Method of Payment, which is to be negotiated and agreed upon by both parties. PROFESSIONAL SERVICES AGREEMENT -2- PSAExh3/31109 ~ federal Way CITY HALL 333258th Avenue South. PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 ItWw. cityoffedemJway.com EXHIBIT "C" INSURANCE 1. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $1,000,000 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 ~imits 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 $1,000,000 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. 2. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 3. The City shall be named as additional insured on all such insurance policies, with the exception of any professional liability insurance and any workers' compensation coverage(s) if Contractor participates in a state-run workers' compensation program. Contractor shall provide certificates of insurance, concurrent with the execution of this Agreement, evidencing such coverage and, at City's request, furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. All insurance policies shall contain a clause of endorsement providing that they may not be terminated or materially amended during the Term of this Agreement, except after thirty (30) days prior written notice to the City, If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. PROFESSIONAL SERVICES AGREEMENT - 3 - PSAExh3/31/09 LAN38241 ACORDTM CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDIYYYY) 5/27/2009 PRODUCER Commercial Lines - (206) 701-5000 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Wells Fargo Insurance Services; CA Lic. #0531007 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PO Box 91143 Seattle, WA 98111-9243 INSURERS AFFORDING COVERAGE NAIC# INSURED Landau Associates, Inc. INSURER A: Travelers Indemnity Co of America 25666 Mr. Dennis Hobbs INSURER B: Seabright Insurance Company 15563 INSURER C: Lexington Insurance Company 19437 130 2nd Avenue S INSURER D: Edmonds, WA 98020-9129 INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR[ TYPE OF INSURANCE POLICY NUMBER P~L:I~~ri~~~g~E Pg~fl,~,ft~~N LIMITS A GENERAL LIABILITY 6802587L716 07/01/08 07/01/09 EACH OCCURRENCE $ 1,000,000 -:-:- ~ 3MERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 300,000 _ CLAIMS MADE [8] OCCUR MED EXP (Anyone person) $ 5,000 X WA Stop Gap PERSONAL & ADV INJURY $ 1,000,000 - GENERAL AGGREGATE $ 2,000,000 - GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 ~ POLICY [Xl j~ n LOC A ~TOMOBILE LIABILITY BA2590L352 07/01/08 07/01/09 COMBINED SINGLE LIMIT $ 1,000,000 X ANY AUTO (Ea accident) - AlL OWNED AUTOS BODILY INJURY - $ SCHEDULED AUTOS (Per person) - X HIRED AUTOS BODILY INJURY - (Per accident) $ X NON-OWNED AUTOS - - PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ==J ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ A ~ESSlUMBRELLA LIABILITY CUP6675Y973 07/01/08 07/01/09 EACH OCCURRENCE $ 5,000,000 X OCCUR D CLAIMS MADE AGGREGATE $ 5,000,000 $ ;=j DEDUCTIBLE $ X RETENTION $ 10,000 $ B WORKERS COMPENSATION AND BB3090272 04/01/09 04/01/10 X I T"ci~.t! iil~~ I IO~~- EMPLOYERS' LlABIUTY $ 1,000,000 ANY PROPRIETOR/PARTNERlEXECUTIVE USL&H WA & OR E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under E.L. DISEASE - POLICY LIMIT $ 1,000,000 SPECIAL PROVISIONS below OTHER C Professional Liability 007880214 12/31/08 12/31/09 $2,000,000. Per Claim I $2,000,000., Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS CA T4 20 07 06,CG 037909 07,CGD381 09 06,CG DO 37 04 05 RE: ON-CALL ENVIRONMENTAL SERVICES AGREEMENT. CITY OF FEDERAL WAY IS PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION UNDER GENERAL LIABILITY AND ADDITIONAL INSURED WITH WAIVER OF SUBROGATION UNDER AUTO LIABILITY AS RESPECTS THEIR INTEREST IN THE INSURED OPERATIONS OF THE NAMED INSURED PER THE ATTACHED ENDORSEMENTS. DJT CERTIFICATE HOLDER CANCELLATION Ten Day Notice for Non-Payment City of Federal Way Attn: Fei Tang, P.E. PO Box 9718 Federal Way, WA 98063-9718 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ~ @) ACORD CORPORATION 1988 ACORD 25 (2001/08) 1 of 2 555962 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (2001108) 2 of 2 #5915260/M915043 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV), Paragraph 4. (Other Insurance), is amended as follows: 1. The following is added to Paragraph a. Primary Insurance: However, if you specifically agree in a written con- tract or written agreement that the insurance pro- vided to an additional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insur- ance is primary to other insurance that is avaD- able to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage" for which coverage is sought occurs; and b. The "personal injury" or "advertising injury" for which coverage is sought arises out of an of- fense committed subsequent to the signing and execution of that contract or agreement by ycoU. 2. The first Subparagraph (2) of Paragraph b. Ex- cess Insurance regarding any other primary in- surance available to you is deleted. 3. The following is added to Paragraph b. Excess Insurance, as an additionEl1 subparagraph under Subparagraph (1): That is available to the insured when the insured is added as an additional insured under any other policy, induding any umbrella or excess policy. CG DO 37 04 05 Copyright 2005 The St Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorse- ment, the provisions of the Coverage Fonn apply unless modified by the endorsement. A. PERSONAL EFFECTS COVERAGE SECTION III - PHYSICAL DAMAGE COVER- AGE, A. Coverage, 4. Coverage Extensions is amended by adding the following: Personal Effects Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) owned by an "insured"; and (2) in or on your covered "auto"; in the event of a total theft "loss" of your covered "auto". No deductibles apply to Personal Effects Cover- age. B. AUTO LOAN LEASE GAP COVERAGE SECTION III - PHYSICAL DAMAGE COVER- AGE, A. Coverage, 4. Coverage Extensions is amended by adding the following: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and (2) Any: (a) Overdue leaselloan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (e) Security deposits not returned by the les- sor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. C. COVERAGE EXTENSION - AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT NOT DESIGNED SOLELY FOR THE PRODUCTION OF SOUND SECTION III - PHYSICAL DAMAGE COVER- AGE, B. Exclusions, exception paragraph a. to exclusions 4.c & 4.d is deleted and replaced with the following: a. Equipment and accessories used with such equipment, except tapes, records or discs, provided such equipment is permanently in- stalled in the covered "auto" at the time of the "loss" or is removable from a housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electri- cal system, in or upon the covered "auto"; or D. WAIVER OF DEDUCTIBLE - GLASS SECTION III - PHYSICAL DAMAGE COVER- AGE, D. Deductible is amended by adding the following: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. E. HIRED AUTO PHYSICAL DAMAGE COVER- AGE SECTION III - PHYSICAL DAMAGE COVER- AGE, A, Coverage, 4, Coverage Extensions is amended by adding the following: Hired Auto Physical Damage Coverage Exten- sion If hired "autos" are covered "autos" for Uability Coverage and this policy also provides Physical Damage Coverage for an owned "auto", then the CA T 4 20 07 06 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. Includes the copyrighted material of The SI. Paul Travelers Companies. Inc. Page 1 of 2 COMMERCIAL AUTO Physical Damage Coverage is extended to "autos" that you hire. rent or borrow subject to the following: (1) The most we will pay for "loss" in anyone "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $50,000; (b) The actual cash value of the dam- aged or stolen property as of the time of the "loss"; or (e) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in deter- mining actual cash value in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality. we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired. rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". F. BLANKET WAIVER OF SUBROGATION SECTION IV - BUSINESS AUTO CONDITIONS, A, Loss Conditions,S. Transfer Of Rights Of Recovery Against Others To Us is deleted and replaced by the following: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. G. BLANKET ADDITIONAL INSURED SECTION 11- UABILITY COVERAGE. part A.1. Who Is An Insured, paragraph c. is amended by adding the following: Any person or organization that you are required to include as an additional insured on this Cover- age Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. H, EMPLOYEE HIRED AUTOS SECTION II - UABILlTY COVERAGE, A. Cov- erage, 1. Who Is An Insured is amended by add- ing the following: An "employee" of yours is an "insured" while op- erating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. I. COVERAGE EXTENSION - TRAILERS SECTION I - COVERED AUTOS, C. Certain Trailers, Mobile Equipment and Temporary Substitute Autos, paragraph 1. is deleted and replaced by the following: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. Page 2 of 2 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. Includes the copyrighted material of The St. Paul Travelers Companies, Inc. CA T4 20 07 06 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARCHITECTS, ENGINEERS AND SURVEYORS XTEND ENDORSEMENT. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE Provisions A. - T. and V. of this endorsement broaden coverage. Provisions U, and W. of this endorsement may limit coverage. The following listing is a general coverage description only. Umltations and exclusions may apply to these coverages. Read all the PROVISIONS of this endorsement carefully to determine rights, duties, and what is and Is not covered. A. Broadened Named Insured N, Additional Insured - Architect, Engineer Or B. Incidental Medical Malpractice Surveyor C. Reasonable Force _ Bodily Injury Or Property O. Who Is An Insured - Newly Acquired Or Formed Damage Organizations D. Non-Owned Watercraft _ Increased To Up To 75 P. Who Is An Insured - Unnamed Partnership Or feet Joint Venture - Excess E. Aircraft Chartered With Crew Q, Per Project General Aggregate.Umit F. Extension Of Coverage _ Damage To Premises R. Knowledge And Notice Of Occurrence Or Rented To You Offense G. MalicloLls Prosecution - Exception To Knowing S, Unintentional Omission Violation Of Rights Of Another Exclusion T, Waiver Of Transfer Of Rights Of Recovery H. Medical Payments Limit Againost AOthers To Us When Required By Con- tract r greement I, Increased Supplementary Payments ~. Amended Bodily Injury Definition J. Additional Insured - Owner, Manager Or Lessor . "." Of Premises V. Amended Insured Contract Definition - Railroad Easement K. Additional Insured - Lessor Of Leased Equipment W. Amended Property Damage Definition - Tangible L Additional Insured - state Or Political Subdivl- Property sions - Permits Rel~t!ng To Pr!3mises . X. Additional Definition _ Contract or Agreement M, Additional Insured - State Or' Political Subdlvi- Requiring Insurance sions - Permits Relating To Operations PROVISIONS A. BROADENED NAMED INSURED 1. The Named Insured in Item 1. of the Com- mon Policy Declarations is amended as fol- lows: The person or organization named in Item 1. of the Common Policy Declarations and any organization, other than a partnership, joint venture, limited liability company or trust, of which you are the sole owner or ill which you maintain the majority ownership interest on the effective date of the policy. However, I CG 03 79 09 07 I} coverage for any such additional organization will cease as of the date, if any, during the policy period, that you no longer are the sole owner of. or maintain the majority ownership interest in, such organization. 2. thIs Provision A. does not apply to any per- son or organization for which coverage is ex- cluded by another endorsement to this Cov- erage Part. B. INCIDENTAL MEDICAL MALPRACTICE 1. The following Is added to Paragraph 1. Insur- ing Agreement of COVERAGE A SODll Y @ 2007 The Travelers CompanIes, Inc. Page 1 of8 "- "'- - --== - i:I. - <I_ e e=::; D_ ...= ~ ~= -= --= ...- ~ ~= - ,..= c c ;::;::::; ..=== ;::;::::; *= 004923 COMMERCIAL GENERAL L1ABILI rv INJURY AND PROPERTY DAMAGE Lt. ABILITY in COVERAGES (Section I): "Bodily injury" arising out of the rendering of, or failure to render, "first aid" or "Good Sa- maritan services" to a person, other than a cow"employee" or "volunteer worker", will be deemed to be caused by an "occurrence". For the purposes of determining the applica- ble limits of Insurance, any act or omission together with all related acts or omissions In the furnishing of the services to anyone perw son will be deemed one .occurrence", 2. As used In this Provision S.: a. "First aid" means medical or nursing ser- vice, treatment, advice or instruction; the related furnishing of food or beverages; the furnishing or dispensing of drugs or medical supplies or appliances; b. "Good Samaritan services" means those medical services rendered or provided in an emergency and for which no remu- neration is demanded or received. 3. Paragraph 2.a.(1)(d) of WHO IS AN IN- SURED (Section II) does not apply to any of your "employees". who are not employed as a doctor or nurse by you, but only while per~ forming the services described in Paragraph 1. above and while acting within the scope of their employment by you, Any such "employ- ees" rendering "Good Samaritan services" will be deemed to be acting within the scope of their employment by you. 4. The following exclusion is added to Para- graph 2. Exclusions of COVERAGE A BOD- IL Y INJURY AND PROPERTY I;>AMAGE LIABILITY in COVERAGES (Section I): . Sale of Pharmaceuticals "Bodily injury" or "property damage" aris- ing out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by or with the knowledge or consent of the insured. 5. The insurance provided by this Provision B. shall be excess over any valid and collectible other insurance available to the Insured, whether primary, excess, contingent or on any other basis, except for insurance pur~ chased specifically by you to apply in excess of the Limits of Insurance shown in the Decla- rations for this Coverage Part. C, REASONABLE FORCE - BODILY INJURY OR PROPERTY DAMAGE The Expected Or Intended Injury Exclusion in Paragraph 2, Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES (Section I) is de- leted and replaced by the following: Expected Or Intended Injury.Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the Insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of rea- sonable force to protect any person or property. D. NON-OWNED WATERCRAFT - INCREASED TO UP TO 75 FEET 1. The exception contained in Subparagraph (2) of the Aircraft, Auto Or Watercraft Excluw sion in 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAM- AGE UABILITY In COVERAGES (Section I) is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry persons or property for a charge; 2. Only as respects the insurance provided by this ProVision D., WHO IS AN INSURED (Section II) Is amended to include as an in- sured any person who, with your expressed or Implied consent, either uses or is respon- sible for the use of the watercraft. 3. The insurance provided by this Provision D. shall be excess over any valid and collectible other Insurance available to the insured. whether primary I excess, contingent or on any other basis, except for insurance pur- chased specifically by you to apply in excess of the Umits of Insurance shown in the Decla- rations for this Coverage Part, E. AIRCRAFT CHARTERED WITH CREW 1. The following is added to the exceptions con- tained in the Aircraft, Auto Or Watercraft Exclusion In Paragraph 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COV- ERAGES (Section I): Aircraft chartered with crew, including a pilot. to any Insured. Page 2 of 8 @ 2007 The Travelers companIeS, Inc. CG 03 79 09 07 ;/. 2. This Provision E, does not apply If the char- tered aircraft is owned by any insured. 3, The insurance provided by this Provision E. shall be excess over any valid and collectible other insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance pur- chased specifically by you to apply in excess of the Umits of Insurance shown in the Decla- rations for this Coverage Part. F. EXTENSION OF COVERAGE - DAMAGE TO PREMISES RENTED TO YOU 1. The last paragraph of COVERAGE A BOD- IL Y INJURY AND PROPERTY DAMAGE LIABILITY In COVERAGES (Section I) is deleted and replaced by the follo~lng: Exclusions c. through n. do not apply to dam- age to premises while rented to you, or tem~ porarlly occupied by you with permission of the owner, caused by: a. Fire; b, explosion; c. Lightning; d, Smoke resulting from such fire, explo- sion. or lightning; or e. Water. A separate limit of insurance applies to this coverage as described in LIMITS OF IN- SURANCE (Section III). 2, The insurance under this Provision F. does not apply to damage to premises while rented to you, or temporarily occupied by you with perm~ssio.n of the owner, caused by: 8. Rupture, bursting, or operation of pres- sure relief devices; b. Rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from wa- ter; or c. explosion of steam boilers, steam pipes, steam engines, Of steam turbines. 3. paragraph 6. of LIMITS OF INSURANCE (Section III) Is deleted and replaced by the following: Subject to 5. above, the Damage To Prem- ises Rented To You limit is the most we will pay under Coverage A for the sum of all damages because of "property damage" to COMMERCIAL GENERAL LIABILITY anyone premises while rented to you. or temporarily occupied by you with permission of the owner, caused by: fire; explosion; light- ning; smoke resulting from such fire, explo- sion, or lightning; or water. The Damage To Premises Rented To You Limit will apply to all "property damage" proximately caused by the same "occurrence", Whether such dam- age results from: fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water; or any combination of any of these causes. The Damage To Premises Rented To You Limit will be the higher of: a. $1,000,000; or b. The amount shown for the Damage To Premises Rented To You limit In the Declarations for this Coverage Part. 4. Paragraph a. of the definition of "Insured con- tract" in DEFINITIONS (Section V) Is deleted and replaced by the following: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that Indemnifies any person or organization for damage to premises while rented to you, Of tempo- rarilyoccupied by you.with permission of the owner, caused by: fire; explosion; lightning; smoke resulting from such fire, explosion, or Hghtning: or water is not an "insured contract"; 5. This Provision F. does not apply if coverage for Damage To Premises Rented To You of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE L1ABllfTY in COV- ERAGES (Section I) Is excluded by another endorsement to this Coverage Part. G. MALICIOUS PROSECUTION - EXCEPTION TO KNOWING VIOLATION OF RIGHTS OF AN- OTHER EXCLUSION The following is added to the Knowing Violation Of Rights Of Another Exclusion in 2. Exclu- sions of COVERAGE B PERSONAL INJURY, ADVERTISING INJURY AND WEB SITE IN- JURY UABIUTY of the WEB XTENO LIABILITY Endorsement: This exclusion does not apply to "personal injury" caused by malicious prosecution. , . .. (. . ( CG 03 79 09 07 @ 2007 The Travelers companies, Inc. Page 3 of 8 . . - ~ ~, ;;;;;;;;;;:; .,;;;;;;;;;;;; '" '" I) on = =-: - ;;:;:;0;;;;; ;;:;:;0;;;;; == '" ..=: - ,,- 0= 0- ~ ..- . COMMERCIAL GENERAL LIABILITY H. MEDICAL PAYMENTS LIMIT The Medical Expense Limit shown in the Declara- tions for this Coverage Part is Increased to $10,000. I. INCREASED SUPPLEMENTARY PAYMENTS Paragraphs i.b. and 1.d. of SUPPLEMENTARY PAYMENTS - COVERAGES A AND Bin COVw ERAGES (Section I) are amended as follows: 1, In Paragraph 1.b., the amount we will pay for the cost of bail bonds Is increased to $2500. 2. In Paragraph i.d., the amount we will pay for loss of earnings is increased to $500 a day. J. ADDITIONAL INSURED - OWNER, MANAGER OR LESSOR OF PREMISES 1. WHO IS AN INSURED (Section II) is amended to Include as an insured: Any person or organization that you have agreed In a contract or agreement to Include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily in- jury" or "property damage" that occurs, or "personal Injury" caused by an offense committed, after you have entered into that contract or agreement; and b. Only if the "bodily injury", "property dam- age" or "personal injury" Is caused, in whole or in part, by acts or omissions of you or any person or organization per- forming operations on your behalf, and arises out of the ownership, maintenance or use of that part of any premises leased to you under that contract or agreement. 2. the insurance provided to such additional insured under this Provision J. is subject to' the following provisions: a. The limits of insurance afforded to such additional insured shall be the limits which you agreed to provide in the con- tract or agreement, or the limits shown in the Declarations for this Coverage Part, whichever are less; and b. The insurance afforded to such additional insured does not apply to: (1) Any "bodily injury" or "property dam- age" that occurs, or "personal injury" caused by an offense committed, af- ter you cease to be a tenant in that premises; (2) Any structural alterations, new con- struction or demolition operations performed by or on behalf of such additional insured; or (3) Any premises for whIch coverage Is excluded by another endorsement to this Coverage Part, 3. This Provision J. does not apply on any basis to any person or organization for which coverage as an additional Insured specifically is added by another en- dorsement to this Coverage Part. K. ADDITIONAL INSURED - LESSOR OF LEASED EQUIPMENT 1. WHO IS AN INSURED (~ection II) is amended to include as an insured: Any person or organization that you have agreed in a contract Of agreement to Include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily low jury" Of "property damage" that occurs, Of "personal injury" caused by an offense committed, after you have entered into that contract or agreement; and b. Only if the "bodily inJury", "property dam~ age" or "personal injury" is caused, in whole or in part, by acts or omissions of you or any person or organization per~ forming operations on your behalf, In the maintenance, operation or use of equip.. ment leased to you by such additional In- sured. 2. The Insurance provided to such additional insured under this Provision K. Is subject to the following provisions: a. The limits of insurance afforded to such additional Insured shall be the limits which you agreed to provide In the conw tract or agreement, or the limits shown in the Declarations for this Coverage Part, whichever are less; and b. The Insurance afforded to such additional insured does not apply: (1) To any "bodily injury" or "property damage" that occurs, or "personal in- jury" caused by an offense commit- ted, after the equipment lease ex- pires; or Page 4 of 8 @ 2007 The Travelers Companies, loc. CG D379 09 07 004924 ('oJ. (2) If the equipment is leased with an operator. 3. this Provision K. does not apply on any basis to any person or organization for which cov~ erage as an additional insured specifically is added by another endorsement to this Cov- erage Part. L. ADDITIONAL INSURED - STATE OR POllTI~ CAL SUBDIVISIONS - PERMITS RELATING TO PREMISES The following is added to Paragraph 2. of WHO IS AN INSURED (Section II) to include as an insured: Any state or political subdivision that has issued a permit in connection with premises owned or oc- cupied by, or rented or loaned to, you, but only with respect to "bodily Injury", "property damage", "personal injury" or "advertising injury" arising out of the existence. ownership, use, maintenance, repair, construction, erection or removal of adver- tising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes. marquees, hoist away openings, sidewalk vaults. elevators, street banners or decorations for which that state or political subdivision has issued such permit. M. ADDITIONAL INSURED - STATE OR POLITI- CAL SUBDIVISIONS - PERMITS RELATING TO OPERATIONS The ronowing Is added to Paragraph 2. of WHO IS AN INSURED (Section 11) to include as an insured: Any state or political subdivision that has issued a permit, but only with respect to "bodily Injury.', "property damage", "personal injury" or "advertis- ing injury" arising. o~t of operations perfon:ned by. you or 'on your behalf for which that state or po- litical subdivision has issued such permit. How- ever, no such state or political subdivision is an insured for: 1. "Bodily Injury", "property damage", "personal Injury" or "advertising injury" arising out of operations performed for that state or political subdivision; or 2. "Bodily injuryll or "property damage" included within the '.products - completed operations hazard". :.1. COMMERCIAL GENERAL LIABILITY N. ADDITIONAL INSURED - ARCHITECT, ENGI- NEER OR SURVEYOR 1. The following is added to Paragraph 2. of WHO IS AN INSURED (Section II) to include as an insured: Any architect. engineer or surveyor engaged by or for you that you agree in a "contract or agreement requiring insurance" to Include as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "property damage" or "personal injury" that is caused, In whole or In part, by acts or omissions of you or any person or organiza- tion acting on your behalf in connection with your premises or "your work". 2. This Provision N. does not apply on any basis to any person or organization for which cov- erage as an additional Insured specifically is added by another endorsement to this Cov- erage Part. 0, WHO IS AN INSURED - NEWLY ACQUIRED OR FORMED ORGANIZATIONS 1. Paragraph 4,8. of WHO IS AN INSURED (Section II) is deleted and replaced by the following: ,. 8. Coverage under this provision is afforded ( only until the 180th day after you acquire or form the organization or the end of the polley period, whichever is earlier. Any such newly acquired or formed organiza- tion that you report in writing to us within 180 days after you acquire or form the organization will be covered under this provision until the end of the policy pe- riod. even if there are more than 180 days remaining until the end of the policy period; . 2. This Provision O. does not apply to any or- ganization for which coverage is excluded by another endorsement to this Coverage Part. P. WHO IS AN INSURED - UNNAMED PART. NERSHIP OR JOINT VENTURE - EXCESS 1. The last paragraph of WHO IS AN INSURED (Section II) is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named In- ( sured in the Common Policy Declarations. . CG 03 79 09 07 @ 2007 The Traveler$ Companies, Inc. Page 5 of 8 . ",- ~ - - ...~ - .. ==== (> ==== "'- '" ... == ..= ;;;;;;;;;;;;; ;;;;;;;;;;;;; -== ;;;;;;;;;;;;; .. ...:::: ;;;;;;;;;;;;; - " 0== o ;;;;;;;;;;;;; ~ : COMMERCIAL GENERAL LIABILITY However, this exclusion does not apply to your liability with respect to your conduct of the business of any current or past partner- ship or joint venture: a. That is not shown as a Named Insured in the Common Policy Declarations, and b. In which you are a member or partner where each and every one of your co~ ventures in that joint venture Is an archr~ tectural, engineering, or surveying firm. 2. This Provision P. does not apply to any per- son or organization for which coverage Is ex- cluded by another endorsement to this Cov- erage Part. 3. The insurance provided by this Provision P. shall be excess over any vand and collectible other insurance, whether primary, excess, contingent or on any other basis, which is available covering your liability with respect to your conduct of the business of any current or past partnership or joint venture that Is not shown as a Named Insured In the Common Policy Declarations and which is Issued to such partnership or joint venture. Q, PER PROJECT GENERAL AGGREGATE LIMIT 1. Paragraph 2. of UMITS OF INSURANCE (Section III) is deleted and replaced by the following: The General Aggregate limit is the most we will pay for the sum of: a. Damages under Coverage B; and b. Damages from "occurrences. under Cov- erage A and for all medical expenses caused by accidents under Coverage C which cannot be attributed only to opera- tions at a single "project". 2. The following Is added to LIMITS OF IN- SURANCE (Section III): A separate Per Project General Aggregate limit applies to each "project" for all sums which the insured becomes legally Obligated to pay as damages caused by noccurrences" under Coverage A and for all medical ex- penses caused by accldents under Coverage C which can be attrlbuted only to operations at a single "project", and that limit is equal 10 the amount of the General Aggregate Limit shown in the Declarations for this Coverage Part. Any payments made under Coverage A for damages and under Coverage C for medical expenses shall reduce the Per Project Gen- eral Aggregate Limit for that "project", but shall not reduce: 8. Any other Per Project General Aggregate Limit for any other "project"; b. The General Aggregate Umit; or c. The Products-Completed Operations Ag- gregate limit. The limits shown In the Declarations for this Coverage Part for Each Occurrence, Dam- age To Premises Rented To You and Medical Expense are also subject to the Per Project General Aggregate limit when the Per Pro- ject General Agg.regate. Limit applies. 3. As used in the Provision Q.: "Project" means an area away from premises owned by Of rented to you at which you are performing operations pursuant to a contract or agreement. For the purposes of determin. ing the applicable aggregate limit of insur- ance, each "project" that Includes premises involving the same or connecting lots, or premises whose connection is Interrupted only by a street, roadway, waterway or right. of-way of a railroad shall be considered a sin- gle "project". R. KNOWLEDGE AND NOTICE OF OCCUR. RENeE OR OFFENSE The following is added to Paragraph 2. Duties In The Event of Occurrence, Offense, Claim Or Suit of COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): Notice of an "occurrence" or of an offense which may result in a claim must be given as soon as practicable after knowledge of the "occurrence" or offense has been reported to you, one of your "executive officers" Qf you are a corporation). one of your partners who is an individual (if you are a partnership), one of your managers (if you are a limited liability company), one of your trustees who is an individual (if you are a trust), or an "employee" (such as an insurance, loss control or risk manager or administrator) designated by you to give such notice. Knowledge by any other "employee" of an "occur- rence" or offense does not imply that you also have such knowledge. Page 6 of 8 @ 2007 The Tra\lelers Companies, Inc. CG D3 79 09 07 004925 I ....... l:h.J~ .:- , Notice of an "occurrence" or of an offense which may result In a claim will be deemed to be given as soon as practicable to us if it is given in good faith as soon as practicable to your workers' com. pensation, accident, or health insurer. This ap- plies only if you subsequently give notice of the "occurrence" or offense to us as soon as practi. cable after you, one of your "executive officers" (if you are a corporation), one of your partners who is an Individual (if you are a partnership), one of your managers (If you are a limited liability company), one of your trustees who is an individ- ual (if you are a trust), or an "employee" (such as an insurance, loss control or risk manager or ad- ministrator) designated by you to give such notice discovers that the "occurrence" or offense may Involve this policy. S. UNINTENTiONAL OMISSION 1. The following is added to Paragraph 6. Rep- resentations of COMMERCIAL GENERAL UABIUTY CONDITIONS (Section IV): The unintentional omission of, or uninten- tional error in, any Information provided by you which we relied upon In issuing this pol- icy shall not prejudice your rights under this insurance. 2. This Provision S. does not affect our right to collect additional premium or to exercise our right of cancellation or nonrenewal in accor~ dance with applicable insurance laws or regu- lations. T. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US WHEN REQUIRED BY CONTRACT OR AGREEMENT The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of COMMERCIAL GENERAL LIABILITY CONDI- TIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage". "personal injury" or "advertising injury" arising out of: 1. Premises owned by you, temporarily occu- pied by you with permission of the owner, or leased or rented to you; 2. Ongoing operations performed by you, or on your behalf, under a contract or agreement with that person or organization; 3, "Your work"; or ;~~". ..~ COMMERCIAL GENERAL LIABILITY 4, "Your products", We waive these rights onry where you have agreed to do so as part of a contract Of agree.. ment entered into by you before, and In effect when. the "bodily injury" or "property damage" occurs, Of the "personal injury" offense or "adver- tising injury" offense is committed. U. AMENDED BODILY INJURY DEFINITION The definition of "bodily injury" in DEFINITIONS (Section V) Is deleted and replaced by the follow- ing: "Bodily injury" means: a. Physical harm. including sickness or disease, sustained ~y a person; b. Mental anguish, injury'or illness, or emotional distress, resulting at any time from such physical harm. sickness or disease; or c. Care, loss of services or death resulting at any time from such physical harm, sickness or disease. V, AMENDED INSURED CONTRACT DEFINITION - RAILROAD EASEMENT 1. Subparagraph c, of the definition of "insured contract" in DEFINITIONS (Section V) is de- i leted and replaced by the following: \.. e. Any easement or license agreement; 2, Subparagraph f.(1) of the definition of"in- sured contract" in DEFINITIONS (Section V) is deleted. W. AMENDED PROPERTY DAMAGE DEFINITION - TANGIBLE PROPERTY The definition of "property damage" in DEFINI- TIONS (Section V) is deleted and replaced by the following: "Property damage" means: a. Physical injury to tangible property, Including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b, Loss of use of tangible property that is not physically Injured. All such loss of use shall be deemed to occur at the time of the "occur- rence" that caused it. For the purposes of this Insurance, tangible prop- erty does not include data. ( CG D3 79 09 07 @ 2007 The Travelers Companies, Inc. Page 7 of ~ * ;;;;;;;;;;;: ",- .- ... = .. ~ 0_ C- O_ : ;::::;;;;:,; - ... - - r--- 0- o ~ '" - -== COMMERCIAL GENERAL LIABILITY X. The following definition is added to SECTION V - DEFINITIONS: "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part. provided that the "bodily Injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement: b. While that part of the contract or agreement Is in effect; and c. Before the end of the policy period. Page 8 of 8 @ 2007 The Travelers Companies, Inc. CG 03 79 09 07 00492$ =;;;;;; .~ - == ~ = ~ ~ 0- 0- 0- '" '" 0- - - ~ =;;;;;; - - -== =;;;;;; - ...~ o 0- - -- - u .~ 008611 C,..JI\IIMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED (Section II) is amended to include any person or organization that you agree in a "contract or agreement requiring insurance" to include as an additional insured on this Cover- age Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If the injury or damage arises out of the per- formance, by you or your subcontractor. of "your work" to which the "contract or agree- ment requiring insurance" applies. Such per- son or organization does not qualify as an additional insured with respect to their inde~ pendent acts or for "bodily injury", "property damage" or "personal injury" for which that person or organization has assumed liability in a contract or agreement. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. b. This insurance does not apply to the render- ing of or failure to render any "professional services". C. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed to provide in that "contract or agree- ment requiring insurance", or the limits shown in the Declarations for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section III) for this Coverage Part, 3. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): CG 03 81 09 06 However. if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis. or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought OCCurs; and (2) The "personal Injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess. contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. 4. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement reqUiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily Injury" or "property damage" occurs, or the "per- sonal injury" offense is committed. 5, As respects the insurance provided to the addi- tional insured by this endorsement, the following definition is added to DEFINITIONS (Section V): @ 2006, The st. Paul Travelers Insurance Companies, Inc. Includes copyrighted material of Insurance Services Office. Inc., with its permission. Page 1 of 2 COMMERCIAL GENERAL L1Ab,._ITY "contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a, After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. All othertenns of your policy remain the same. Page 2 of 2 @ 2006, The Sf. Paul Travelers Insurance Companies, tnc, Includes copyrighted material of Insurance Services Office, Inc., with its permission, CG 03 81 09 06 Corporations: Registration Detail Page 2 of2 Zip Governing Persons Title Vice President Name Address President STETTLER / DENNIS JOHNSTON / STEVEN HENDRICKSON / KRIS EDMONDS / WA EDMONDS / WA EDMONDS / WA Secretary Treasurer BOWER / JAY EDMONDS / WA << Return to Search List You can find this information at: http://www,secstate.wa,gov/corps/search_detail.aspx?ubi=600557469 http://www .secstate. wa.gov Iprint.aspx?url=http://www . secstate.wa.gov 1 cgrps/search _ detail.aspx?.. 6/1 0/2009 Corporations: Registration Detail Page 1 of2 Corporations: Registration Detail Corporations Division - Registration Data Search Neither the State of Washington nor any agency, officer, or employee of the State of Washington warrants the accuracy, reliability, or timeliness of any information in the Public Access System and shall not be liable for any losses caused by such reliance on the accuracy, reliability, or timeliness of such information. While every effort is made to ensure the accuracy of this information, portions may be incorrect or not current. Any person or entity who relies on information obtained from the System does so at his or her own risk. LANDAU ASSOCIATES, INC. UBI Number Category Profit/Nonprofit Active/Inactive State Of Incorporation Date of Incorporation Expiration Date Dissolution Date Registered Agent Information Agent Name Address City State ZIP Special Address Information Address City State 600557469 REG Profit Active WA 11/16/1984 11/30/2009 DENNIS R STETTLER 130 2ND AVE S EDMONDS WA 98020 http://www.secstate. wa.gov/print.aspx?url=http://www .secstate. wa.gov/corps/search _ detail.aspx?.. 6/1 0/2009