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AG 10-082RETURN TO: cC56% cc, EXT: e110 , CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS /SIdM 2. ORIGINATING STAFF PERSON: Fei O n EXT: 91.51 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 )( CONTRACT AMENDMENT (AG #): 10-0S2 ❑ INTERLOCAL ❑ OTHER ftMCA GI Y ct* *d+ 5. PROJECTNAME: nn- COIF Stiryeu►Ina SCYViLe-S 6. NAME OF CONTRACTOR: 5WV nG 6n lV%t4 ri Inc. • --,, ADDRESS: 10110 lfe*''h AVt . W . Frrc..^esf°� °I $� toy{ TELEPHONE:: 649 -4-191 E -MAIL: FAX: SIGNATURE NAME: 619VH ARCn TTLLE:l7VCSICIsr& 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # 10 ICI S a- Z BL, EXP. 12/31/ UBI # n I 04 2� h , EXP.`] / /_N H. TERM: COMMENCEMENT DATE: �}',Lg IZCIO COMPLETION DATE: I% &I jf5- 9. TOTAL COMPENSATION: $ 50,000 + *10,000 - 4 7 0, 000 (INCLUDE EXPENSES AND SALES TAX, IF ANY (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES Cl NO IF YES, $ PAID BY' ❑ CONTRACTOR ❑ CITY PURCHASING: PLEASE CHARGE TO: 304. 3100. Ill. S910 . 42 .41c> 10. DOCUMENT/ CONTRACT REVIEW 4 PROJECT MANAGER X DIVISION MANAGER �( DEPUTY DIRECTOR DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) LY LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED COMMITTEE APPROVAL DATE: ti I C 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPT ❑ SIGNATORY (MAYOR OR DIRECTOR • CITY CLERK • ASSIGNED AG # • SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL COMMENTS: EXECUTE" " ORIGINALS 0 ra �A mfl<•�I 1 _ INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: 1'Z 11/9 CITY OF CITY HALL '�.... Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwww cityoffederahvay com AMENDMENT NO.4 TO PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL SURVEYING SERVICES This Amendment ( "Amendment No. 4 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Baseline Engineering, 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 Surveying Services ( "Agreement ") dated effective April 28, 2010, 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, 2015 ( "Amended Term "). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit "B -2 ", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Amended Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, 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 CITY HALL '�._.. 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Skip Sest, lWayor DATE: j:�e.Ge.."rr ,� r 12 , Z-U ( 3 BASELINE ENGINEERING, INC. B Xal-, Y• Gary Al n, P esident 1910 64 Avenue West Fircrest, WA 98466 DATE: f t' 7 5� - 1-3 STATE OF WASHINGTON ) ss. COUNTY OF 10/6- U ) ATTEST: t 0" MON, UA i y Clerk, Carol McNeilly CMC 0 APPROVED AS TO FORM: City Attorney, Patricia A Richardson On this day personally appeared before me Gary Allen, to me known to be the President of Baseline Engineering, 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 fib" ' y PuMotary's StMe of Washln9bn JoAnne Rigg,Is W COMMISSION EXPIRE8 March 31, 2015 day of %1 6'"N) &7-2 201l . re name 3n �/� ►2t G� �.�s Notary Public in and for the State of Washington. My commission expires M,ARC N 3 l , a0 t4 AMENDMENT - 2 - 1/2010 Federal Way EXHIBIT B -2 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Twenty Thousand Dollars and 00 /100 Dollars ($20,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Seventy Thousand and 00 /100 Dollars ($70,000.00). 2. Method of Compensation: Hourly rates: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basses of the hourly labor charge rate schedule for the Contractor's personnel attached hereto as Exhibit `B (3)" and incorporated by this reference and made part of this Exhibit `B- 299: Reimbursable Expenses: The City agrees to reimburse the Contractor for actual customary and incidental expenses incurred in performing the "Other Services and Supplies" including items noted in Exhibit `B (3)"; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Three Hundred Fifty and 00 /100 Dollars ($350.00). AMENDMENT - 3 - 1/2010 (3) — IMD 5g[�U=flK[E ENGINEERING, INCORPORATED �.aird ����1'a�r�cirt �i�ta -rzcrL f or�rcer BASELINE Engineering, Inc. Standard Hourly Rate Schedule As of July 1, 2013 SURVEY CREW 9 Person $135 I 2 Person I $185 Overtime invoiced at 1.3 times regular rate shown above MATERIALS Large Scale Copies 24x36 1 Billing Rate Professional Engirmer $150 Professional Land Surveyor $148 Pro"ect Engineer $130 Project Surve $118 Senior CADD Technician $112 Budget and Finance Admin. $100 Surve /CADD Technician $95 Prqfect Administrator $75 life lexical $60 Expert Wkness Testimony (4 Hr. Min) 1.5x Billing Rate SURVEY CREW 9 Person $135 I 2 Person I $185 Overtime invoiced at 1.3 times regular rate shown above MATERIALS Large Scale Copies 24x36 1 $6 /each BNV Copies 8.5x11 $1.00/ page Color Copies 8.5x11 $1.50/page Mileage $1.00 /mile OTHER SERVICES AND SUPPLIES: Charges for services, equipment and facilities not furnished directly by BASELINE Engineering, Inc. and any unusual items of expense not customarily incurred in our normal operations, are charged at cost plus 15 percent. This includes shipping charges, subsistence, transportation (including ferry fares and tolls), outside printing and reproduction, miscellaneous supplies and rentals, drilling equipment, construction equipment, water craft, aircraft and special insurance which may be required. BASELINE will periodically submit invoices on or about the fifth day of the month for unbilled portion of services. CLIENT agrees to pay the invoiced amounts within 15 days from the date of the invoice. Any payment that is not received by BASELINE within said 15 days shall be considered delinquent, and the amounts due BASELINE shall include a charge at the rate of 1.5% per month for each month since the services were performed. Land Planning & Use - Engineering - Surveying 1910-64th Avenue West - Tacoma. WA 98466 - (253) 565 -4491 - Fax (253) 565 -8563 - Seattle (206) 824 -1205 "The industry starts here" Corporations: Registration Detail Corporations Division - Registration Data Search BASELINE ENGINEERING, INC. Purchase Documents for this Corporation » UBI Number 601404286 Category REG Profit/Nonprofit Profit Active/Inactive Active State Of Incorporation WA WA Filing Date 07/30/1992 Expiration Date 07/31/2014 Inactive Date Duration Perpetual Registered Agent Information Agent Name JAMES H MORTON Address 820 A STREET STE 600 City TACOMA State WA ZIP 98402 Special Address Information Address City State Zip Governing Persons Page 1 of 2 Title Name Address President, Secretary,Director ALLEN, GARY 4619 BEAR CREEK LN GIG HARBOR, WA 983358376 Vice President,Treasurer,Chairman FERGUSON, TERRELL 4233 SUNSET BEACH RD UNIVERSITY PLACE, WA 98466 Purchase Documents for this Corporation v http: / /www.sos.wa.gov /corps /search _ detail.aspx ?ubi = 601404286 12/9/2013 �TU� To: �'Yl�;,�.� � ExT: �2-� o L CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS /��"�� 2. ORIGINATING STAFF PERSON: �� ��� EXT: 2' � c 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 � Cot�r'['xa,c`r A1vtEtvnMEt�r'[' (AG#): O ���SZ ❑ INTERLOCAL ❑ OTHER �. PROJECT NAME: v r _ S. NAME OF C ADDRESS: E-MAIL: SIGNATURE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # �0' I �I S ZZ BL, EXP. 12/31/ � Z UBI #�ob ( id'r ZS(L , EXP. y% /3 �/� B. TERM: COMMENCEMENT DATE: I� �'�� �2p�0 COMPLETIONDATE: I�JI / �-� 9. TOTAL COMPENSATION: $�.�� (�C]O (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES T[TLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ � PURCHASING: PLEASE CHARGE TO: ��y 31 lx� I I I��r (� �I 2'� IC� lO. DOCUMENT / CONTRACT REVIEW �'7 25 � PROJECT MANAGER '� DIVISION MANAGER � DEPUTY DIRECTOR `SQ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) � LAW DEPT 11. COUNCIL APPROVAL ([F APPLICABLE) PAID BY: ❑ CONTRACTOR ❑ CITY INITIAL / DATE REVIEWED INITIAL / DATE APPROVED �%. ' 0 � Z.. / Z Z .� l . ..� ._ — COMMITTEE APPROVAL DATE: N� � 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: ���c�7 �� �— I ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS '`� LAW DEPT � SIGNATORY (MA� YOR� R DIRECTOR) � CITY CLERK � AssiGrrsD AG # 'J�,SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL u { u INITI� L / DATE SIGNED � � _ � AG# DATE SENT:11' I.�' 12 COUNCIL APPROVAL DATE: NI (�' DATE REC'D: �� �� S%1 Z.. 11/S � CITY OF CITY HALL '�•.... Fe d� ra I 1Nay 33325 8th Avenue 5outh Federal Way, WA 98003-6325 (253) 835-7000 www cityotiederalway com AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL SURVEYING SERVICES This Amendment ("Amendment No. 3") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Baseline Engineering, 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 Surveying Services ("Agreement") dated effective Apri128, 2010, 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, 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 Avenue South Federal Way, WA 98003-6325 (253) 835-7000 �snvw c�tyoffederahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Skip Priest, ayor DATE: �� • �� � � BASELINE ENGINEERING, INC. By: G A en, President 1 10 64�' Avenue W Fircrest, WA 98466 STATE OF WASHINGTON ) ) ss. COUNTY OF Q I �Cl� ) ATTEST: City Clerk, arol McNe 1 y, C APPROVED AS TO FORM: �,�,°`°`� �.. City Attorney, atricia A Richardson On this day personally appeared before me �/� R,� �i LL�ni , to me known to be the ��s�l ��� of �� S�.'�U n1 �" a��lJ�k ��� AJ'� �iJC- 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 �3�' day of �pV(�'7Y)�3� , 20 I a � Notary P ��' s signa e State of Wa�i4?#��i� Printe name �o A,� �� 2�6-�-�.�Js JoAnne Riggins Notary Public in and for the State of Washington. MY COMMISSION EXPIRES My commission expires N( �ARC �l 3�,�o i 5 March 31, 2015 AMENDMENT - 2 - 1 /2010 Nov 14 2012 16:17 ACO l�� � THI� CERTIFICATE 13 ISSU CEi2TIFICATE DOES NOT BELOW. THI$ CERTIFICA REPRESENTATNE OR PRO IMPORTANT: If the certN'I the tarms and conditio� of ce�Nfleato bolder tn Ilou oi s PROOUCER i Hartley And Harlley Insuranoe, Ir� � s�a�port way w, suae � Univsrsky Pl�e, WA 9848B , �-r=r ,,. • HP LRSERJET FRX page 1 ERTIF�CATE �F LI�►BILITY INSURAIVCE °�'�'''�°°�""" i tl14/2072 AS A MATTER �F INFQRMATION QNLY ANQ C�NFERS NO RIOH1'S UPON THE CER77FICATE HOLDER. THIS 'lRMATIVELY OR NEGATIVELY Al1AEND, EXTEPID OR AITER TNE COVERAGE AFFORDED 8Y TNE POUCIE8 OF IN3URANCE DOES NQT CONSTITU'TE A CONTRACT BETWEEPI TNE ISSUING MISURER(8), AtITHORRED CER, AND THE CERTIFICATE HOLDER. holder is art ADDfT10NAL INSURSD, tha policy(iesj must be endorsed. If SUBR�AT�M 13 WANEQ, s�jaet to policy, ce�tain pofiGies may require an endarsomen� A atabment on this oarfiflcata does �rot conferriqhts � the El�el�e Ertgineert�p lnc. 1910 84d� Ave W ; Taoorne, WA 884d.6 SefACo DVERAGES ; CERTIFICATE NUMBER: REVISION NUMBER: THIB IS TO CERTIFY.7HAT THE POLICIES OF INSURAlJCE USTED BEIOW HAVE BEEN I$8Um TO 1'FIE NJSUR��D NAMEO ABOVE FOR TFIE POUCl/ PERI00 INDICATED. NOTWITkISTANDIN ANY REQUIREMENT; TERM OR CON�ITION �F ANY COh(TRACT OR OTHER DOCUMEN7 WITH RESPECT TO WWICH 7HIS CERTIFICATE MAY BE iSSUED �t MAY PERTAIN, 7HE IN9URANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL TWE TERMS, E7CCLUSfONS AI� CONDITION3' F SUCH POUCIES. Ld�A1TS $HOWN MAY HAVE BEEN REDUCED 8Y PAID CUUMS. TYP@ OR MISURwri� ' ��Gy p�� ���ryyyy� uMTB �w►� �u►ewrv � 1.aoo,000 ____ . EAGH OC(:URRENQE S CLpMNSa4AADE a ae�n. noor�aare un�r � A �crrw�oa�e u�er�sr � ANY AUTO N.LOWNED � V Atll'aS � I� FpREO AUTOS i �teRE�u uae � �xc�as ws ano �ww.oreea u�siur ANY PROPRIETGiRIPARTN6P OPFlC�i'/MEIu�ER E%CLUDE (rMnqatory in NH) IIyat deacrW� unax DEiG�FtIPTION OF OPEIiATII R WA STOP OAP COVI D6SCRIP'F10N dF OP9lNTIONi J I Tha City of Federel Way Is City of Federal Way PubGc Works Oept PO Box 9718 Federal Way, WA 9 r sg �so�aos� The ACbRD name and logo arw regisberod Fax 3133-835-2709. � I NlA 15,000 BKS 5519388T I 06l2912Q12 I 08/29/2013 � d n � BODLY INJWiY (PSrp�rwn) i Ot-CI-824504-1 08/0�if2012 Q8129/2013 BOOn.Y��Y(Pere��nt) i S E USO 5519388T I 06/28f2012 I 04J29/2013 E.l. EACN PGCIDEIVr S E.L. OISEASE • EA EMPLOY S E�. �ISEA8E-P'OL�Y LIMIT BIfS 5b193887 06129l2Q12 06l2912Q13 �3.000,000 A�grapetke $1,000,000 Aocident & Employee F�ch i8l vB11CLE8 (An�ah ACOND to7� AddltlonN b++pMa BeMd�Aa. ff man ep� Is nqWnAT as "Additionat Insu�ed" per CC3 88 10 10 09 inclucted Primary anQ NorrCO�lbutory (see 8�d) SMQ1JlD /tNY QF THE ABOVE THe EXP�RATION DATE T ACCORDANCE WI7F1 THE aurNO�o s� �nvE of ACORD iD POLICIlB � CANCEtJ,EO BEFORE NOTICE WN.L �E DELNERED MI Nov 14 2012 16:17 HP LRSERJET FRX � . iMPORTANT page 2 � If the certifi�ate hotder is an AODITIONAL INSURED, tt� policy(ies) must be endarsed. A staternent on this certi�cate does not canfer rights to the certiflcate holder in iieu of such endorsement{s). If SUBROG�A710N IS WAIVEp, subject te the terms and conditions of the policy, certain poliaes may requ�re an isndorsement. A statement on this cenificate does rtot confer rights to the ceriificate holder in lieu of sueh �dcrsement(s). i { DlSCLAlMER The Certifidate of Insu�ance on the reverse side af ihis form daes not consfitutie a cantred between the issuing � insurer(s), authorized representative ar producer, and the ce�tificate holder, nor does it affirmativetyl or negatively amertd, extend or after the caverage afforded by the poficies listed thereon. i � � Nov 14 2012 16:17 HP LRSERJET FRX page 3 COMMERCIAL OENERAL LIA8ILITY . C� 881 Q 10 08 TH1�f END4RS�ME1�[T CHANOE8 THE POLICY. PLEA$E READ IT CAREFULI.Y. i . : COIIAMERCIAL GENERAL LIABILfTIf EXT�N�ION This endar�emeht mod`�fi�s inaurance provided under the follow&tg: ; CAMM�RCIAi. C�ENERAL UA8ILITY COVERAGE PART . l��S � � ; NON�GVYNED A�RCRAF NQN-OWNED WATERCi PROPERTY DAI�AA6E LI ; EXTENDED DAl�IAGE T+ MEDICAL PAYiY�ENTS E ► EKTENSfON OF;SUPPf.I 4 ADDITIONAL IN$URED: ! PRIMARY AND I�iOM-CO ADDt1iONA41N�ilRED: : WHO IS AN lNSI�RED — FELLOW EMPL�IYEE F� NEWI.Y FORME� OR A� ! FAILURE TO D1�CL03E KNOWLEDGE 4� OCC1J � < LIBERALIZATlO�1 CLAU 1 BODELY INJURY �REDEF' EXTENDED PRO�ER'1'Y WA11fER O� T $FER WHEN REQUIRE !N A 1 i CCi88101009 ; � BILiTY — ELEVATORS PR4PERTY RENTED TO YOU (Te�ant's Property Dainage) IISENTARY PAYMENTS — COVERAOES A AND B — BY C4NTRACT� AGREEMENT OR PERMIT iTRlBUTORY- ADDITIONAL INSURED EXTENSiON � EXTENDED PROTECTIQN OF YAUR "L#MlTS OF INSURANCE" �GIDENTAL MEDICAL ERRORS/MALPRACTfCE AND WHO 9S AN 1NSURED - PENSfON — MANAQEMENT EMRLOYEES DITIONALLY ACQIJ�IRED ENTlTIES -IAZARDS AND PRIOR OCCURRENCES tRENCE, OFFENSE. CLAlM OR SUtT E RIC3HT3 OF RECOYERY At3AINST OTHERS TO US - TRACT OR At3REEMENT WITH YQU �010 tibeAy Mutual Ir�xanoe Company. W! rtphis reserved. Indudes copyriphted mate�riai of irlsuranca Servic� OffJce, Inc., wiih ks parmbaion. �� 2 2 8 3 S 5 S $ B 7 7 7 7 7 8 Page 1 of 7 c Nov 14 2012 16:17 With resp�t M �overage � � A. MON�ED A Under P raorapi Q C. ±� exclusio p. Ai� 1. is nat 2. �t is hirE 3. �'he pilt �Jnited � 4. �t is nat HP LRSERJET FRX page 4 by this endorsement, the provisions of the policy apply unterss madified by the e�dorse�ent 2. Exciusions o# Seation I-- Caveraas A- Bvdqy Injury And Propaty Damage Liabili#y, aft� Auto Or Wat�rora€t does nnt �ppiy to sn aircraft provided: vngd by any insured- chatterscf or loaned with a trained paiid crew; n commend hoids a ourrentiy eNective certificate, issued by ths duly cana6tutec! guit�ity of d�e �tes af America ar Canada, designaYirtg her or him a eommerc3al ar ainine pllot; and �ing used to carry pe�ns or prape�+ for a charge. F�re�� the a�a rance af�orded by thia provision daes not appiy ii #har+e is avaiEable to the insur�ed otltier vaiid smd colleckfl�e insu ce, whether primary, excess {other than insurance written to apply apxificaNy in exc:ess af this policy), �ntinger�t or on any other basis, that would� apply to the lass caver�d under this provision. NON�ED Y1�4TERCRAFT Under P ragrapFl 2. Exciw�iona of S�ctton !— Cov�age A- 8odiiy Injury And Property Dam�gs LiabilKy, of eyoclusia� �. Airc�aft� Auto Or Wat�rcraft is replaced by the foAowing: sion doea not a�yr to: watercraft you do not own that is: � ) Less than S2 feet tong; and �j Nat being used to carry pe�sons or property fKx a chair�e. LlABILiTY — ELEVATORS 1. �lnder P rsgwaph 2. Exclusions of Section 1- Cover�gs A— BodNy InJt�ry And Propsrly Damage Uabitity� �ubpa �phs (S)* (4} end �6) af exclusion j. Dama�e To Propsrty do noi apply if such "Proparty �mage" �e.sults m the use of elevatc�rs. For the purpQSe of this provision, �evatars da not indude vahide lifts. ehide I are lifts or hai�ts us�ed in �utomabile senrice ar repair operation�. s Z. he tai ng is added to Se�tlon IY — Commerciai Gene�al Liability Conditians, Condi�on 4. Other �suran�e. Paragraph b. Excess Insurance: �irimerY. EXTENiaED DA If Dama�e To P� 1. YJnder P �� � you afforded by thi� provision o�f #�►is endorsement is exaess over any propert�r inaurance, whether s, cwntingen# or on any oth�r k�sis. TO PROPERTY RENTED TC! Y4U (T�nanYs Proporty Damage� 3es Rented Ta You is nat otherwise excluded #r4m tfiis Coverage Part: �raph Z. Exatu:iong of Sact�cn I- Cov�nps A• Badily lqjnry and Prop�Ky Dama�e Liability: fourth irom the is�t p�►�graph af sxcfusion j. Damags To Property is roplaced by the fotlowing: �raphs (1), (3) �nd {4} o( this axduaion da not apply ta "property damage" (other than damaqe by lightning, explosion, smoke, or ieak�e f�rn an automatic fire P�'otecbon sYsiem} ta: Premises rent�! to you for a period of 7 or f�ver taonsecutiva day�; o� Contants that you rent or lease as pa�t of � premi�es ter�tai or lease egreement for a period of more than 7 days. is (tJ, (3) e�nd (4} of this exGusion da not apply to "property damage" to cont+ants of premises rentied a per+oci af 7 ar f�wer consec�tive days. limit of insurance applies ta this coverage as described in Ssctlon III — Limits of 1►�uranca. . �2010 LibeAy Mutual ir�tranoe Cnmparfy. All riglka reserved. CG 881010 09 ancl�des copyrightod materia� at �ns�x�oa setvtces OMJce, a,c., wnn its porn,�ssfor►. Pa�e Z ot 7 Nov 14 2012 16:17 Z. b. 6. 3. As E. MEDlGA1i�. PA' If Cover��e C amendedf as fc HP LASERJET FRX page 5 �e las# paragraph af subsectian a. Exalusiats is reptaaed by the foflowing: �clusior�s a. through n. da not apply to damage by fire, tiphtninQ, explosion, smdce or I�ka�e trom itamatic fire probecticn aystems to premises wltile renfied to ya� or temporarily axupied by yau with trmission of the owner. A separate limit of insuranoe applies to Damage To Premises RenMd To au as described in 8sctfon Itl - Limiis Of Insa�nce. 6. under 38ction !II - Limibs �f lnsurance is replecsd by the foilawing: ,bject to Para�raph 6. abave, the Dama�ge io Premises Rensed To Yau Limit is the mast we wiN pay ider Coverage A for damag� bacau� of "property demage" ta Any one prernise: (1 } While t�rrted ta you; ar (2) While rented to you �r bernpors�ily oxupied by you with permiss�n of the owner for damage by 4�re, lightning, a�losion, smoke or l�cage from autcmatiC �n systems: or Cantents th�t you rent of lease as pert of a premises rental or base agneement s caverage provided b� this provisian D. EXTENDEC DAIIlAt3E TO PROPERTY RENTED TO YOU Property Qamags) - Paragraph 9.#. at Deflnitiona ia replaced with the fallawi�: cositract for a Isase of premises. However, that poAion af the contract tor a leaaa aE premises that demn�ies any person or organization for damage by firo, iightning, explosion, smoke, or leakag� �m autornatic fire �otectbn systerns to premises white r�snted ta you or tempora�ily a:cupied by you �th the perrr�ssion of the awner, cx for damage to cflntents of suc��, premises that are included in yoar �ernises ten#aE or lease agteernent; is not an "insured contract". EXTENSI�N Payrnenta is not otherwise excluded, the Medical Paymertta provided by thia policy are Under Para�raph:�1. lnsurin� Agresrr�nt af 8ection !- Co�ragv C- Mediaal PAymerrts, Subparagraph (b� of Paragiradtt m. is laced by �e foUowing: (b) 'Fhe e�cp ,. s�s are incurred and reporbed within three yea�s of ths date ai the acaid�n� end F. EXTEN�ON OF 1. 2. C3. AI 1. PAYMENTS -- COVERAGES A APlD B Wader 8u�plsmentary P+�yme�nts - Coverases A and 6, Paragraph 7.b. is roplaced by th� fallowing: k1. Up to s3,OQ0 for ccst of baN bonds requirad bec.euae of aoclde�ts or traffic law vioia�ons erising out af t e use of any vehicle ta which the Bod�y Injury Li�bility Coveraga applies.lMe do not have to fumish t �sse bonds. ' Raragr� 1.d. is replac�c! by ti�e fallowing: d. I reasonable expenses incuned by the insurad at our request tio ass�t us !n the irnesdgation ar d+bFense af thm claim or "suit", including actual loss of eamings up t+o �5�00 a day �use of drne ofF fri�rn worlc. s� cass�o�aog � lRED$ - BY CC►NTRACT, AQREEMENT OR PERMR Z. under 8ectian ll — v1F1� Is An Insurod is amended to include as sn imwrod any psraon or n wham you have agreed ta add as an addition�l insurer! in e written contract, written eigraement or ch person or organiza�tion is an addit+onal insured but onty wiih re�pe�t to liabiliiy fa� "bodily injury", amege" or "p�rsonai ar� advertising injUry" cat,�sed in whole or in part by: ur acts ar omissions, or the acts or amissions of thcse actinng on your beha�, a� the pertormance of ir an going ciperations 4`or the additio�al insufed that are the subject of ths w� oonb�act or w�itken °eern�nt prrnid�d tha! th+e "bod�y injury' o� "property damage° occurs, or the "pe�onai and rertising injury" is committed, subsequent to the signing of such written contract or w�ittten ^eement: or m2010 Uberty Mutupl lasuranca Comparry. All righfs reserved. Inck�des copyrightad maberisl � Insuranoe Servia�s CffRce, �r�c., wMh its pa'n�ssion. P�ga 3 of 7 Nov 14 2012 16:17 HP LRSERJET FRX � e. d. page 6 �remises or fa�citltles ranted by you or us�d by you; or '�#�e rnainten8nc:e, operation or use by yau of equipment rented or leased to yau by such person or �ganiza�on; or p�ratians perforrn�d by you or on your behaff for which ihe state ot poli�csl subdivisbn has issued s (�rmit sut�ect to the following addit+onai provisions: ) This insurance doea not appty to "I�odiEy injury", "property d�m�ge", or `pereop� �nd ; �dvettising injury' �rising out of the operafians performed for the stste or political aubdiuiabn; (3) Th� inaurance does not apply to "bodily i�jury" or "prope�ty d�nage" included within the � °oarnpleted oparations hazard°. {�) Insurance app0es to premi�s you own, rent, or contrd but ony with respect fio !he folbwing ; hazard�: (�} {b) (�3 The existence, maintenance, repai�, cans#nictbn, erec�on, or remova! � advertising signs, awnings, canapies. eeilar entra�ces, cosl holes, c#rivewvays. manholes, marquees, haist away openings, sidervalk vaults, street banners, or deooratians and similar exposures; or The construction. erection, or removai of elevatora; or The ownership, maintenance, o� use of any elevatare cavered kry this insurance. UVith res � to Para�h 1.a. abo��, a person'� or org�nize�tio�'s status as an addi�aRal insured under thi� endarser�ie�M ends when: (�) All work, induding mate�ials, p�ris ar equipment furnished in conr�ction wRh �uch wark, on the project (cther than service, maiMenanca or repairs) to be perfcnnied by ar on behsdf of the . ; additionai insured(s) at the �caiian of the cavared oporations has b�en oompteted; or (q} That portion of "you� work" out af which ihe injury or darnage arises has been put to ite ' int�nded uss by any person or organizsti�on other than anather cantractar o� subcxmt�actor ' engaged in perfom�ing oporations for a principal es a part of the same prcjec�. :t to Paregraph 1.b. above, a person's ar organi�ation's state�s as an addi�l insured under this rrt ends when the#r writt�n contrac# or written agroement wiih you for such pramis� of iac�ifdes 1�1fkth � ect� to Pa�raph 1.c. ak�ve. #�is insurance daes not apply to any "occurrenoe" whidt takes place �fter ths uipment rental or lease agreement has expired or you Mave retumed s�ch equipment to the lessor. � '�'he insu �� nce provided by this endorsement applies oniy if #he written contrac� vr wrif�en agreement is a6gned �rior #a tli e"badily injury�� or .'propertY da�nage". 1�Va have :no duty to defend a� add'+�anal insured under this endoraemerrt un�i we receive writban notice of a '�it" by _ additianal insure�d as requirod in Paragraph b. of Cond'dion 2. Duties In the Errent af �cau : cs, Offe�se, C1sim Or Sult under 8e�tion N— Cvmmer+cial C3anerAt Liability Conditions. to tl�e in�urancs provided by this endarsement, the foiiowing ere ac�ed to Para�raptt Z. und�r 3ection 1- Goveraga A- Bodily Injury And Praperty [�magf 1.isbiltty: '�his insu}rer� does nai apply to: a�. �`Badily inJury" or "property damage" arising from the sole n�l�anca of the additional jnsured. b. �Bodily in}ury" or "properly damaga" that occ:urs prior to you cornmericing aperations attt�e bc�tion v�here such "bodity injury" cr "praperky c�mage" ocxurs. a. "�odily injury", "p+�pertY dama�„ or "p�rson�l and adverti�ng in�ury" ari�ing out aF the rendering of, 'dr the tai{ure to �ender, any profes�sianal architecturai, engineering or su�reying services. inclutling: �2010 LWerly MuWa[ ir�surance Compar►y. All riphts reaerved. CC3 8$1014 09 , Indudes copydght�i material of Insurance Serviaes oAioe. Ir�., win, ih ��on. Pa�ge 4 ot 7 Nov 14 2012 16:18 HP LRSERJET FRX H. � d. +a. page 7 {�) 'i'he prepa�in�, appraving, or failing to prepare or approve, ma�, shap drawin�, opinions, reports, aunreys, field arders, change ar�ra or drawinga and speci�ficatiar�s; or �2} Supervisary, ins�ectfon, architectural or engit�eering acUvities. "�� dily ir�jury" or "property damage" oc�urring after: �1} All work, induding matei'lals, �arts or equipment furnish�d in c:onnectlan witit such work, on `• the prajeci (other than seroics, maintenence or repairs} td be psrFormetf by ar on behalf of the ' addi�anai insured(s) at the location of the cavered aperations has boan c�ornplated; or (,�) That portion of "your wo�{c" out of which the injury ot damage ar�ses has �een put �o its intended use by any peraon or arganizatio� other than anc�ther cant�tor or subcontractor , eng�ged in periorming operatfans for a prinaipat as a part oi the same projec�. ny person or organiz�tion s�ci�catly design�ted as an additfonai insurec! 1`or onQoing opera6ons by ssparate ADDITIONAL INSURED rOWNER8, LESSEES OR CQNTRACTORS endarsement sued by us and made a paM of this policy. PRIMARY AND ON-CONTRIBUTORY ADDITI4NA1. iNSUREa EXTENSION This provis%n �!�s to any person or org�nization who qualiffes as an additiorta! insured untier any brm or endorset+Rent un , r this pol�y. Corsd�ioh 4. fqllaws: a. '�'hhe fotl e �f an ac �qreed b. �'tre ioil� �M'�en a �r6@Rt� �ubdivi� �nd non alesigna �tegardl 91her in. t�een ac AODITIONAL II 7h� prcn�iaion Mdorsirinent � The Insurance of SECTIOAi IY — Ct?MMERCIAL C�ENERAL LIABII.ITY CONDITIONS is amenc{ed ss � �ng � added ta Paragraph a. Primary Insur�nca: ional insur�'s palicy h�s an Other Insurance provision making its policy excaesa, and yau F�snre a written contract or written agreement tc provide �e sddi�onal insured coverage on a primary end sutory basis, this polic.y ahall be primary and we wili not seeic c�tribution from tfie additicnal �alicy for damages we caver. �ing is add�d to Paragraph b. Excess Insurance: titt,en coi'�tra�t or wFitten �greement, ather than s promises lease, faci�ties rer�tal c�aMraat or t, an equipment rental or #eaae cantract or agreetr�ent, or p�rmit issu�l by a state or politica{ n bst�a�n yvu and an .additivnal insured doss not require this ir�urance #o be primeryr or primary antr�tory, thia insurance is excess� over �ny other insurance for whici� the additional insured h d as a Named lnsured. oi the written agreemer+t between you and an �dditionsl ir�sured, this insu�a»ce i� excea6 over any nca whether primaty, excess, continyent or an any other basis for which the sdditianal t�sured has �s an additionat €nsured on other policies. �XT�NOfiD PRt3'i'EGTION L)F Y�UR "LIMiY$ O� IM$UitANCE° � to any person or organ�s�ion who quali�es as an �dditiatai inaursd under any t�m or this Rolic:y. � is sdded ta Cvndit�an 2. Duties In Tha Evsnt Of Gacur»ncs� Ofhns�� qaim cr Suit: � A►n addilid�nai insured under this endorsement wili as aoon as practic�ble: ra. t�ive written notive of an "occu�rence" o� an of't�se that may resuit in a claim or "suiY under thia ir�sura�ce to ua; q l�der the defense and indemnity of any da�n or "suiY to all insurers whom atso have in�urance a. P�ilabls t�o the addiEicnal insured; and gree ta make availabie any ather insurance which the additicnal insured hes for a loss wa c�ver uhde� thia CCVerage Part. ! � ; • �2010 Uberty Mutual l��aance Compeny. AH dghta reeerved. CG $81 O 90 09 � � 1rECEudes copyrighted rnaterta� oi lr�surance services O(�ce, tr�c., vuith Iis perm�sicn. Pag* 5 Gf 7 ; Nov 14 2012 16:18 .1. i� id. � 2. The iirni �agreem+ �,imits � �imit� of wHO ia� � iti� EMPL�fEE EX Paragra�ah 2.a.1 i'!) : Sodily iA) Xb} �(c) (d} HP LRSERJET FRX page 8 ►e have no duty ta defend or indemniiy an additional insured under this endorsement until we raoei�e ritten not�c� of a"suiY' by the additional insured. of inauranc�e �ppl�cabk to the additional insurod ere those specified in a vrrr9tben contraCt or written �t or #he limita of inBUrance as stated in #he Deci�retian9 of this poiicy and defined in Seatian fll — Insuwance of this pvficy, whichev�r are less. Thess limits are inclushre of a�td not in additia� to the a�urance available under this policy. INCIDENTAI. MEDlCAL ERRORS / MALPRACTICE WHO IS AN INSURED - FELLOW �N- MANA�EMENT EMPLOYEES � Se�tlon 11- Who Is An lnsurecf is replaced with the fotlawing: ury" or "persanal and advertiaing injury": � yau, to yaur partners w rnembers (if yau are a partnerehip or joint ve+�ture), ta your mernbero (if iu �are a limib�d �ahility aompany), to a ca-"�nployee" whiie in the course of h� or t►er employment o� srtcxming duties relebed to the conciuct of your business, ar to your other "voluntser wcrlaers" while srFom�ing dutias relatad to the conduct of your business; � the spouse, child, parent. brother or slster of that co-"emplayee" or "wolun�er w�orkeM" � a �nsequence of Para�raph (1j {a) abave; �r which thero i� any cbligation to aharo damages with or r�ay someone else who musE pay �mages because af the injury described in Paragraphs (1) (�) or {b) abave; ar �isinp out at his or her providing or failin9 to provide �r�fessionsl heatth care aervk;ea. HaMever, if iu are not irt �e business of providing prafessionat health care servloes or providing �xafessional >aiti� care p�rsonnel to others, w if coverage for providing professional health care se�vices is �t he�wise e�ccluded by separate endorsement, this provisian (P�regr�h {dj) does nai apply. Par�raphs (a} �d {b) aba� do not apply to "balily injury" or "p�rsonai and advertising injury" caused by an "employ�pe" who is acting in a� supervisory cap� for you. Super�faory capacity aa useed here�n mear� #he �.emp�oy�►e�s° jeb�,r�ponsibilities assigried by you� includes the direct supervisiot� cf other `empioyeas" af youro. Howeve�, none s�f the�e "emplayees" �e inaureds for "bodily injury" o� "par$anal and advertising injury' arising ou! of Eheir wiilj'ul cond�ict, which is defined as fhe purpos�fu! or willful int�t tv cause "b�#iy injury" or "peBar�ai artd adveriis#ng injuty`, o� caused in whale or in part by their intoxication by tiquor or controtied substances. The cov�rage pr�vided by provisian J, is excess over ar�y akher vaHd and oollactable ir�surance avaiabk to your u�n'OV�w i . v. �.�n � NEWl.YiF�RM D 4R ADWTiONAl.L.Y ACQUIRED ENTRiES Paragraph 3. af n 11- Who Is An inserrsd is repfaced by the fdto�wing: �. ny �gania�tlan you �ewty acqufire cr form and over which yau rnalntain ownership or majarity e�tereat, wili qualiiy as a Named insured if tt�ra is r�a other �imilar insurar�ce available to that � r�anizatian. Howevex: �i. Cavata�e unde� thi� proviaion � ai�orded only until the expiraUon of the policy period in which the entity was aoquited or furmed �,r you; �. Coverage A does not apply to "bodily injury" or "properly dama�" that accun+ed bePare you i acquired or fprmed the arganization; and �. Coverage B does not apply ta "per8onal and adverGsinQ injury" arising out af en o�lfense � cammitted befo�e you ecquired or fom�ed tt�e arganizadon. tl. Records and descxiptions of operations rnuat be rrnamtained by the fir� Named insured. Na persqn 4r � larnited fi�bility provision, m is an insured with respec'l� �e conduct of any cufrent or }�aat �rtnarshi� joint venture ar that is �ot shown a�s a Nam�d Insured in the Declaratbon� or quaMies as an insuted under this ; �201 a ubeny Mutual Maurance compeny. al ript� reservad. CQ 8810 10 09 j mciudes copyright�l meterl�t ai Insurancs Servlces Of�ir:e, Inc., wlth its permlasfa�. P�A 6 of T Nov 14 2012 16:19 L. �AILUF�E TQ D Under �tian � Rap�ntatio� ' Yaur fa �: nut proi M. KNOWf.EOGE HP LRSERJET FRX HAZARDS AND PFtiOR OCCURRENCES page 9 — Commercial General �ipbipty Cooditions, the follewing is added to Condition 8. to discbse aN hazards or prior "occurrences" existing as of the inc+ap�tion date of the poiicy shadl e tfie covers�ge afforded by this �iolicy provided s�ch faiiure to disclase a� haza�a or prior a" is not Intention�L � �CGURRENCE, aFFENSE, CL,.AIM OR SUIT Under �sr•tion �— Commerc�ai t3anwr�l Liability Condi#bns. #h� following is added to Conditior� Z. Dutla� � T1a Event �f Occu , ncs� O�fFense, Claim Cr Suit: � ; Knawie�ge af an "a�curnsnce", offense, claim or °auit" by an apent, senrant or "empbyee" af any insured ahall �: nat in it�elf constit�te knawledpe ot the i�sured u�tess an insured listed under Paragraph 1. cf Seclfon il — �Who �I�lln In�nrad or a person who has been t�signated !sy them M rec�ive reports ol "occurrenoes", �affense�t, Gairna or "suitsN sh�al! have rec�eived such notir.e from the agent, servarrt ar "emplpyee". N. I.EBERII►LIZAT�NI CLAUSE If we re�ise this'�ommeraa! Gene�al L�bil�yr Exte�sian Endarsement to provide mas ccverage r�ithout addi�onal premiur� charg�, yaur paiicy wiEl automaticaily provide the coverage as of the day tfie revision is effea�ve in y�our state. I= O. BODILY tN.1U1�Y REDEFlNED Under:8actfon �— Deflnitior�, Definition 3. is replaced by the following: . � P. � 8. E)(1 Eh�EO I Exclus�on a. A. l EXpY�C1 ` "Bodiy : does r� ; person WAiV�t 4F TI CONTPtACT O Under �e�tioa Rights.;Of Rrc We wa�re any . injury a� da�r� arganizi�tion ar 1. �i You ar : rights � 2. 7'he inj "8acf�y Injury' means physical injury, sicknesa or disease suatained by a�raan, This indudes menEal anguish, rnental injury, shock, fright or death that rosults from such physiia�! injury, aickness or PERTY DAMAC�E A. B4D1LY iNJURY AND PROPERTY DAMA�E LIABiLiTY is replaosd I�y the d Or lntanded Injury �jury" or property +damage expec�e� or intended frorn the standpoa�t of the insured. This exdusbn » �� apply to "bodily injury�� or °ProP�ril d�a�" roau�ing from the use af roasonable fa+ce to praeect or prop�rly. lN8FfR OF RIiiHT8 OF REGOVERY AGAIN3T OTHERS TO US — WHEN REQUIREO iN A AGREEMENT WCF#I YOU f— C+�mene�cial Ger�eral Liability Conditions, the foliowing is added ta Coridition 8. Trensfar Ct r�ryt Ag�inst Qtl�era To Us: Iht ot rer.QVery we may have against a person ar or+�a�izstion because of payments we rnake for arisir�g out af your angaing operations or "your work" done under a corrtrect with ��t persan or inaluded in the "products-compteted openations haaard" provided: that person or organization have agreed in writing in � c�ntract or agreement th�1 yau wenre such erin�t that psrson or organizatian; a�d y or damage vvcurs seabsequent to d�e executian of the writtsr� contract or written �greemenl �010 Libahy Mutn81 In8uf811�s COrt�pphy. AH dghts r�sen►ed- CG 881010 0� i inciudes copyrignted materra� og �r►surana� servicxa Otlioe, �nc., wlih ks P�on. Pago T Of 7 �T�TO: ����.z�^� ru� l ��I���� �,� EXT: � ��1 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / � �� 2. ORIGINATING STAFF PERSON: �E{ �C�, Y� �1 EXT: �� �� 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 O SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS� `❑` ORDINANCE �/ ❑ RESOLUTION Q� CONTRACTAMENDMENT(AG#): CJ "Db� ❑ INTERLOCAL � OTHER 5. 6. PROJECT NAME: � V� � l� vC I�l r J��rb�C.�1 1� SL�'Y1� C,[S NAME OFCnNTRA('.7'OR' 'I`�lr1��_� .�I(��,� tr'1 /10 ir, r'1/A _ I nC • 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBTTS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE #�� `" 1� ���-'2. BL, EXP. 12/31/� UBI # (PL � ���-� 2-� (O , EXP. �/�/� ��, 8. TERM: COMMENCEMENT DATE: � l�� I�<'��� COMPLETION DATE: I��I'�I � 9. TOTAL COMPENSATION: $ O�J� �O(�' ���� ��C� —��� Z�C� (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES� REIMBURSABLE EXPENSE: ❑ YES . 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ C1TY � PURCHASING: PLEASE CHARGE TO: �Z��� i '.�I � � I I ( . �� � �1 r `C� � �l.' 10. DOCUMENT / CONTRACT REVIEW �I �L PROJECT MANAGER � DNISION MANAGER ��� () DEPUTY DIItECTOR I 12 Du�c�rox ❑ RISK MANAGEMENT (IF APPLICABLE� � � � o � Lnw DErr 11. COUNCIL�IPPROVAL (IF APPLICABLE� INITIAL / DATE REVIEWED • � �L � I �7_ COMMITTEE APPROVAL DATE: 12. CO RACT SIGNATURE ROUTING � SENT TO VENDOR/CONTRACTOR DATE SENT: � ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS AW DEPT � �� SIGNATORY (MAYOR �) � � ❑ CrrY CLEtuc ❑ ASSIGNED AG # ❑ SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL INTTI / DATE SIGNED E��'EL 2 AG# cn-o��� DATE SE1d1: 2•,�j � 1 Z INTTIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC' D: � L� �� COMMENTS: EXECUTE " �� ORIGINALS 11/9 � ` CITY OF CITY HA�L �.,._. Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wrvw crtyoffederalway com AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL SURVEYING SERVICES This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Baseline Engineering, 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 Surveying Services ("Agreement") as amended by Amendment No(s). l, 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-1", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the 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. , .,tv 2. GENE'IFAL�P�ZOVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, riot. modified by this Amendment, shall remain in full force and efFect. Any and all acts done by either Party �4ns'i�t�t w�th the authority of the Agreement, together with any prior amendments thereto, after the previous ehpiration,.�at� and prior to the effective date of this Amendment, is hereby ratified as having been performed unc�er t�te 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 ����z. ��,'`�.- Federal GITY HA�L W �� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cttyoffederahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Ski riest, M or DATE: � Z ��'Z� BASELINE ENGINEERING, INC. By: � t�� Gary en, P sident 1910 64�' Avenue W Fircrest, WA 98466 DATE: O/- Z S- Zp' / Z STATE OF WASHINGTON ) ) ss. COUNTY OF PIERCE ) �� �' -» ; � : : •: � `�,, :;v�►� :,,. o . `�'; � �� C �� ` .• � ��'f! � t�� ,.���''' On this day personally appeared before me Gary Allen, to me known to be the President of Baseline Engineering, 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 �y , 20 ►�- Notary's signature � Notary Pu ic name 6 A�v,J�: 2i GG i�5 State of Washington Notary Public in and for the State of Washington. JoAnn� f3iggins My commission expires w�A QeN 31. -�oi5 MY COMMISSION EXPIRES March 31, 2015 ATTEST: Crty Clerk, arol McN lly, CM APPROVED AS TO FORM: � �-�s��---- City Attorney, Patricia A Richardson AMENDMENT - 2 - 1/2(S10 � CITY OF '�•_.. Federal Way EXHIBIT B-1 CITY HALL 33325 8th Avenue South Federal Way, WA 980a3-6325 (253) 835-7000 www crtyoffederahvay com ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Twenty Five Thousand and no/100 Dollars ($25,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Fifty Thousand and no/100 Dollars ($50,000.00). � � ;::. S .: : , AMEriTDMENT - 3 - 1 /2010 ---�� �� � � ., � z �`'� ° CERTI�ICATE OF LIABILITY INSURANCE I DATE(MMIDD/YWY) o�o,no„ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVEIY 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 HOI.DER. IMPORTANT: If the certi�icate hoider is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditiona 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 q NAME: Hartley And Hartley Insurance, Inc. PHO�E . 253-565-8700 ( �, No �. 253-566-0863 3803 Bridgeport Way W, Suite B eauu� " - �._.___._ niversity Place, WA 98466 •-•-••---•-, ---------- ---_-- -- �NSURED Baseline Engineering Inc 1910 64th Ave W Tacoma, WA 98466 8: Liberty Northwest E COVERAGES CERTIFICAI'E NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERI00 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY COPJTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICN THIS CERT�FICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. �LTR TYPE OF INSURANCE � POLICY NUMBER ��CY E F M EXP u � GENERAL LIABILRY EACH OCCURRENCE S 2���,�� X COMMERCIAL C,ENERAL 11A81LI7Y PREMI E' Ea xc;ur r�ce S 2�000,000 CLAIMS�MADE � OCCUR MED EXP Any one ) E 1 O,OOO A 02-BP-908715-2 08/04/2011 OS/04/2012 �R�� a nov iwuRr s 2.000.000 GENERAL AC�OREGATE S 4 ��.�0 f3EN'L ACiGREGATE UMIT APPLIES PER: PRODUCTS - COMP/OP AOG E 4 ����0 P�.ICY PR0. �� s . AUTOMOBI�E LIABILITY C I D L UM 1.�0,� X ANY AUTO BOaLY INJURY (Per peraon) s q X nu. owNEO scHEDULED 24-CC-285146-2 08/04/2011 O8/04/2012 aooiLY fruURY (Per axiwnq j AUTOS X qUT03 X HIRED AUTOS X p�T� pg NED PROPERTY DAMAGE E r X UMBRELLA LIAB s OCCUR EACH OCCURRENCE s 2, /� EXCE88LIAB CLAIMS-MADE 01-CT-123898-20 08l04/2011 �$/D4/2��2 AGGREGATE S 2.�,00� DED RETENTION $ W �� s ��� WC STATU- OTH- AND EMPLOYERS' 11A81LITY V/ N ANY PROPRIETOR/PARTNERfEXECUTiVE E.L. EACH ACCIDENT S OFFICER1MEf�ER EXCLUOED7 � N / A (Mandatory In NH) E.l. DISEASE - EA EMPl.OYE S Ifyes, deacribe untlsr DESCRIPTIUN OF OPERATIONS bebw E.L. DISEASE - POLICY UMIT S WA STOP GAP COVERAGE $2,000,000 Each incident A 02-BP-908715-2 08/04/2011 08/04/2012 g4,000,000 Aggregate DESCR�TION OF OPERATIONBI LOCATIONS / VEHICLEB (Atbch ACORD 101, Addidonal Remarks SehWulo, if mon spae� is nquind) RE: Ail operations perFormed by the Named Insured. City of Federal Way is named as "Additional Insured" per the attached endorsement. Coverage is Primary and Non-Contributory. r�eor�eu+wrr un� n�s City of Federai Way PO Box 9718 Federai Way, WA 98063-9718 SHOULD ANY OF THE ABOVE OE8CRIBEO POUCIE8 BE CANCELLED BEFORE THE EXPtRATlON DATE THEREOF, NOTiCE WILL BE DELNERfD IN ACCORDANCE WITH THE POIICY PROVISNONS. AUTHORI2ED ACORD 25 (2070/05) � The ACORD name and logo are reglstered ma of ACORD All rights reservsd. 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 (2001/08) aP s� sa os os THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY COVERAGE — ONGOING OPERATIONS This endorsement modifies insurance provided under the foliowing: BUSINESSOWNERS COVERAGE PART — SECTION II — LIABILITY SCHEDULE Name of Person or Organization: A. The following is added to Paragraph C. Who is An Insured in Section II — Liabiiity: 4. The person or organization shown in the Schedule is an insured subject to the follow- ing provisions: a. The additionai insured is an insureci bu� only for liability directly resulting from: (1) Your ongoing operations for the ad- ditional insured whether the work is performed by you or for you; or (2) The general supervision of your on- going aperations by the additiona� insured. b. This insurance does not apply to: (1) "Bodily injury" or �property damage" arising out of any act or omission of, or for defects in design furnished by or for, the additional insured; (2) "Bodily injury" or "property damage" included within the "products-completed operations hazard"; A person's or organization's status as an additional insured under this endorsement ends when your operations for that insured are completed. No coverage will be provided if, in the ab- sence of tMis endorsement, no liability would be imposed by law on you. Coverage shall be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. The insurance provided will not exceed the lesser of: a. The coverage and/or limits of this policy, or b. The coverage and/or limits required by the contract, agreement or permit. B. With respect to the insurance afforded the addi- tional insured, paragraph H.2. of Section III — COMMON POLICY CONDITIONS (APPLfCA- BLE TO SECTION I— PROPERTY AND SECTION II — LIABILITY) is deleted and re- placed by the following: 2. Business Liability Coverage is primary and noncontributory, and our obligations are not affected by any other insurance where the additional insured is the Named Insured, whether primary, excess, contingent or on any other basis; however, the defense of any claim or "suit° must be tendered as soon as practicable to all other insurers which paten- tially provide insurance for such claim or "suit". This provision applies solely to the add'+tional insured shown in the Schedule and the coverage provided by this endorse- ment. BP 81 94 O6 O6 EP �TU�v To: � - �j�'11�.1,'L� I�,��, �. ���� � l�� ExT: '�_. � � CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: 2. ORIGINATING STAFF �_ ExT: �Z 7�J �j 3. DA'rE 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 � CONTRACT AMENDMENT (AG#): 1 D_�� ❑ INTERLOCAL ❑ OTHER __ _ PROJECT ..-..-••--�___.._..�.�.� � --- - IJ EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRE�D LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # d 522. BL, EXP. 12/31/ �� UBI # lx� � "��'Z ��O, EXP. �/�/��, TERM: COMMENCEMENT DATE: �� /-(/I COMI'LETION DATE: I H� 1 I GdJ I r L- � TOTAL COMPENSATION: $ Z�; ��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, $ PAID BY: ❑ CONTRACTOR ❑ CITY 7. � PURCHASING: PLEASE CHARGE TO: 3b� � 3�� • � � � •� V ( �•`TL �� �lJ 10. DOCUMENT / CONTRACT REVIEW I O'(P� PROJECT MANAGER DIVISION MANAGER �, DEPUTY DIRECTOR � p � � (� � DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE� ��I 4 `� LAW DEPT INITI L/ DATE REVIEWED INITIAL / DATE APPROVED � O �� I 11. COUNCIL APPROVAL (IF APPLICABLE� COMMITTEE APPROVAL DATE: � COUNCIL APPROVAL DATE: iv /1 12. CON RACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: TTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS �'() l� �AW DEPT 1 p � SIGNATORY (MAYOR O�BfREE'F9R) `O f�� ( CITY CLERK �� ASSiGrrEn AG # IGNED COPY RETURNED ❑ RETURN ONE ORIGINAL u �� INITIAL / DATE SIGNED IV Z AG# C' - Ol DATE SENT: �D I� • I I 11/9 � CITY OF CITY HALL '�... Federal Wa O �� 1 � 2011 33325 8th Avenue South Federal Way, WA 98003-6325 � (253) 835-7000 www cityoffederahvay com AMENDMENT NO.1 TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL SURVEYING SERVICES This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Baseline Engineering, 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 surveying services ("Agreement") dated effective Apri128, 2010, 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. 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 ` cirY oF ,.'�., Federal CITY HA�L ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7004 wavw cityo�federahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: � Skip Pries , Mayor DATE: �� ' � } ' �Q 1 t BASELINE ENGINEERING, INC. B ���'� Gary len, resident 1910 64�" Avenue W Fircrest, WA 98466 DATE: DG7G�� /3� �l I STATE OF WASHINGTON ) ) ss. COUNTY OF PIERCE ) ATTEST: rty Clerk, Carol Mc eilly, C C APPROVED AS TO FORM: City Attorney, Patricia A Richardson On this day personally appeared before me Gary Allen, to me known to be the President of Baseline Engineering, 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 ��` Notary I���'� prii State of Wa`shing JoAnne Riggins MY COM�11SS10N EXPIRES March 31, 2015 day of nC'Tp (��'R, , 20�� � e ame �c�An/�E � (;G�,JS Notary Public in and for the State of Washington. My commission expires M�RCI-1 3 I 3o I S AMENDMENT - 2 - 1/2010 r , � ,4co � C E RTI I • DATE (MMlDDIYYri) �,.,.,� CATE •F LIASILITY INSURANCE o �, o „� o „ 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 TME 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 certfficate does not confer rights to the certiflcate holder in lieu of such endorsement(s). PRODUCER Hartley And Hartiey Insurance, Inc. 3803 Bridgeport Way W, Suite B University Place, WA 88466 INSURED Baseli�e Englneering Inc 1910 64th Ave W Tacoma, WA 98486 253-565-8700 Liberty Northwest 253-566-0863 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VIMICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDEO BY THE POLICIES DESCRIBED HEREIN �S SUBJECT TO ALL THE TERMS, EXCIUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBR n•pE OF INSURANCE PMLICY EFF Y EXP �� POLICY NUMBER fiENERAL LIA81lITY EACH OCCURRENCE f 2.�.�00 X COMMERCL4L GENERAL LIABILITY PR MI E F n S 2 ���� CLAIMS-MADE �X OCCUR MED EXP M ono S 1 O.00O A __ �2-BP-908�15-2 OS/O4/ZO11 O8/O4/Z01Z pERSONAL 8 ADV IWURY E 2.�0,0� --- OENERAL AGGRECiATE S 4.000.000 dEN'l AGGRECiATE UMIT APPLIES PER: PRppUCTS - COMP/0P AOO S 4 ��,� Pa1CY PRO- �� S AUTOMOBILE LIABlLITY V 'I,OOO,OOO S X ANY AUTO BOaLY INJURY (Per peison) _ A ALLOWNED SCHEWLED nuTOS X nu�ros 24CC-285146-2 08/04/2011 08/04/2012 BODILY INJURY (Per axidsnt) j X HIREDAUT03 X,� � g WNEO PROPERTY�DAMAGE S S X��� � OCCUR EACH OCCURRENCE s Z.�O,OOO A exCESS w►s CtaMS.�nADE 01-CT-123898-2 O 08/04/2011 08/04/2012 �GREa>TE s 2,000,000 oeo RereNr,oN s waz�s coMr+�NSnr� wc srnTU- oTH. AND EMPI'CYERS� IIAB�LITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFlCEWMEI�ER EXCLUpEp9 � N/ A E.L. EACH ACCIDENT S (11rWa�Y in NI� E.l. DI3EASE - EA EMPLpYB S y� OY DE3�RiPTION O OF PERATIONS below E.L. DI3EA3E - POL�Y UMIT S WA STOP GAP COVERAGE $2,000,000 Each Incident A 02-BP-908715-2 08/04/2011 08l04/2012 �,000,000 Aggregate �E���� ��TbNS � �OCATIOI'►S � V@HIClES iAttaeh ACORp 101, Addklonal Ramukt 8ehedub, H moro spaee b nquired) RE: The City of Federel Way is named as "Additional Insured" as required by wrltten contract as respects work performed by the Named Insured. Coverage is Primary and Non-contributory. CERTIFICATE HALnFR __..__. _ __.___ City of Federal Way; Public Works Dept PO Box 9718 Federai Wey, WA 98063-9718 SHOULD ANY f)F THE ABOVE DESCRIBED POLICIES BE CpNCe� � Fn BEFORE THE EXPIRATION DATE THEREOF, NOTICE WIIL BE �LNERED IN ACCORDANCE WITH THE POUCY PROV18bN8. AUTHORIZED ACORD 25 (2010/OS) ��$_ The ACORD name and logo are registere arks of ACORD Ail �ights roserved. 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 beiween 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. e�+non �e i�nneine� � • BP 81 94 06 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY C4VERAGE - ONGOING OPERATIONS This endorsement modifies insurance provided under the foilowing: BUSINESSOWNERS COVERAGE PART — SECTION II — LIA8ILITY SCHEDULE Name of Person or O�ganization: A. The foliowing is added to Paragraph C. Who is An Insured in Section II — l.iability: 4. The person or organization shown in the Schedule is an insured subject to the follow- ing provisions: a. The additional insured is an insureci �u. only for liability directly resulting from: (1) Your ongoing operations for the ad- ditional insuret! whether the work is performed by you or for you; or (2) The general supervision of your on- going operations by the additional insured. b. This insurance does not apply to: (1) �8odily injury" or �property damage" arising out of any act or omission of, or for defects in design furnished by or for, the additional insured; (2) "Bodily injury" or "property damage" included within the "products-completed operations hazard^; A person's or organization's status as an additional insured under this endorsement ends when yaur operatians for thai insured are completed. No coverage will be provided if, in the ab- sence of tMis endorsement, no liability would be imposed by law on you. Coverage shall be limited to the extent of your negligence or fault according to the applicable principles of comparative fault. The insurance provided will not exceed the lesser of: a. The coverage and/or limits of this policy, or b. The coverage and/or iimits required by the contract, agreement or permit. B. With respect to the insurance afforded the addi- tional insured, paragraph H.2. of Section III — COMMON POLtCY CONDITIONS (APPLICA- BLE TO SECTION I— PROPERTY AND SECTION II — LIABILITY) is deleted and re- placed by the following: 2. Business Liability Coverage is primary and noncontributory, and our obligations are not affected by any other insurance where the additional insured is the Named Insured, whether primary, excess, contingent or on any other basis; however, the de#ense of any claim or "suit" must be tendered as soon as practicable to ail other insur�rs which poten- tially provide insurance for such claim or "suit". This provision applies solely to the additional insured shown in the Schedule and the coverage provided by this endorse- ment. BP 8t 94 O6 O6 EP RETURN TO: r EXT: � � �� CITY O'F FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS /�� 1''� 2. ORIGINATING STAFF PERSON: `^`J ��1 1 V V�� EXT: ��� ✓ 3. DATE REQ. BY: �� TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT `�PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ RE.�, ESTATE DoCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#�: ❑ INTERLOCAL ❑ OTHER 5. PROJEC7' NAME: ( I / ) " 6. 7. 8. �E' r t/ 1. 9. TOTAL COMPENSATION: $�S� 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: o CONTRACTOR ❑ CTI'Y �PURCHASING: PLEASE CHARGE TO: � ",�� O� " "`'— S�� ` 12"' � � � 10. OCUMENT / CONTRACT REVIEW �''' I� �(PROJECT MANAGER�T�� �Y�I' l�I�� �f DIVISION MANAGER � � �+ �'�� �j DEPUTY D CTOR/K� �I �DIRECTOR��r ❑ RISK MANAGEA+�NT (IF APPLICABLE� �114 P�LAW DEPT 11. COUNCIL APPROYAL (IF APPLICABLE� � � : ' o •� �� /����/�,� A ' / ��m / /C7 . �1■ v i • COMMITTEE APPROVAL DATE:� INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: � 12. CONTRACT SIGNATURE ROUTING �( ¢( SENTTO VENDOR/CONTRACTOR DATE SENT:_'T) �I I� �� �[ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS � '§a' LAW DEPT � � jg SIGNATORY� ������� I ., y� CITY CLERK � �ASS�Gt�D AG # �f SIGNED COPY RETURNED �� G� � na� xEC°D: �' �- .�D I o I / DATE SIGNED '` " ���� +l .� AG# 2 DATE SENT: • � � ��� � 15a a ✓ 1/9 �, a n��- '�.n-t�t� M s 2c EXHIBTTS AND ATTACHMENTS:�SCOPE, WORK OR SERVICES 6L�OMPENSATION �INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTE�R REFERENCED E7{HIBITS � PROOF OF AUTHORITY TO SIGN XLREQUIRED LICENS ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # /17� �(✓' �c�7�o BL , EXP. 12/31/� UBI $� , EXP. �/1/ ac� I(� TERM: COMMENCEMENT DATE: COMPLETION DATE:� ��'1�� I . r • � � � � / CITY HALL ���� 33325 8th Avenue South • PO Box 9718 Federal Way. WA 98Q63-9718 (253)835-7Q�0 www crtyoffedera!►vay cam PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL SURVEYING SERVICES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Baseline Engineering, 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: BASELINE ENGINEERING, INC.: Mr. Terrell C. Ferguson, PLS Vice President 1910 64�` Avenue West Tacoma, WA 98466 (253) 565-4491 (telephone) (253) 565-8563 (facsimile) The Parties agree as follows: CITY OF FEDERAL WAY: Will Appleton, P.E. SWM Manager 33325 8�' Ave. S. P.O. Box 9718 Federal Way, WA 98063-9718 (253) 835-2750 (telephone) (253) 835-2709 (facsimile) 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, 2011 ("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 E�chibit "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 maximuxn amount and according to a rate or method as delineated in Exhibit "B", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payxnent of this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1- 1/2010 . � � � � � M CITY HALL t��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-70Q0 www atyoffederaM�ay com 4.2 Method of Pavment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what 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 of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Cont'ractor'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 Ci ,ty Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its of�icers, 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. PROFESSIONAL SERVICES AGREEMENT - 2- 1/2010 CITY QF '�.._- F'ederal CITY HALL ��� 33325 8th Awenue South • PO Box 9718 Federal Way, WA 980fi3-9718 (253)835-7Q�0 www.cityoffederahvay com 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 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 pay or 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 may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona PROFESSIONAL SERVICES AGREEMENT - 3- 1/2010 s � .. � .� • CITY HA�L ��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98Q63-9718 (253� 835-7Q00 www atyoftederahvay com fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR 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. T'his Agreement, together with any attached E�chibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignxnent, 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. 133 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 violatio� 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. T'he 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 PROFESSIONAL SERVICES AGREEMENT - 4- 1/2010 CITY OF ''�.�...r Federal CITY HALL ��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 www cityoffea!erahaay com the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5- 1/2010 i ?� '�` � . CITY HALL 1 w��� 33325 8th Avenue South • PO Box 9718 ii r Federal Way. WA 98Q63-9�18 (253)835-7000 www atyotfederahMay. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Brian Wilso , City Manager�Police Chief DATE �/���i� ATTEST: m City Clerk, Carol McNei ly, CMC APPROVED AS TO FORM: � City Attorney, Patricia A Richardson BASELINE ENGINEERING, INC. By: • ���C� Printed Name: ��'� �'�� Title: ��S l D�� DATE: A 1�� 22, �O � a STATE OF WASHINGTON ) ) ss. COUNTY OF ( ' � . On this day personally appeared before me (9 1� K,y q L�-L.�i� , to me known to be the er3 C S � J� �NT of (3 �J S�L.� nf G LS (r/ nlLZ RJ ll f G.�NN C• that executed the foregoing instrument, and acknowledged the said instrument to be the free and vo untary 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. this 22"°� day of ,A PRi�. , 201v �ri E `::,��;v , � Ei� ���on `�' �,' ���;_��'�:;;� , , ._ �;��iG�: t�C�I�iES March 31, 2011 . 's signature 's printed name o A �G 1 i NS Notary Public in and for the State of Washington. My commission expires M,A RCN 3 i,�0 I I PROFESSIONAL SERVICES AGREEMENT - 6- 1/2010 tITY OF '�..... Federal CITY HALL ��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98Q63-9718 (253) 835-7Q00 www. atyoifederahvay. com EXHIBIT "A" SERVICES 1. 2. The Contractor shall provide on-call surveying services to the City of Federal Way on selected projects. Scope of Services. General services shall include, but not be limited to the following: ■ Provide boundary surveys, boundary line adjustments, and preparation of Record of Surveys in accordance with Washington State law. ■ Provide topographical mapping per the instructions and specifications of the City of Federal Way. ■ Provide horizonta.l and vertical control based on the City of Federal Way datum for selected projects to be included in the City's Geographical Information System. • Provide construction survey services. ■ Provide right-of-way research and determination. ■ Prepare and review legal descriptions for property acquisition, right-of-way acquisition, and easements. ■ Provide CAD services as requested. PROFESSIONAL SERVICES AGREEMENT - 7- 1/2010 . � • • � � . • CITY HALL ��� 33325 8th Awenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 www atyoltederahvaa%com EXHIBIT "B" COMPENSATION 1. 2. 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) Method of Compensation: Hourly rates: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel attached hereto as Exhibit "B (1)" and incorporated by this reference and made part of this Exhibit "B": Reimbursable Expenses: The City agrees to reimburse the Contractor for actual customary and incidental expenses incurred in performing the "Other Services and Supplies" including items noted in Exhibit "B (1)"; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Three Hundred Fifty and 00/100 Dollars ($350.00). PROFESSIONAL SERVICES AGREEMENT - 8- 1/2010 • i l � � � � CITY HALL ��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www atyoifederahvay com Exhibit "B (1)" SURVEY CREW 1 Person $116 2 Person $125 2 Person, Haz Mat Certi red $205 � 3 Person $235 Overtime invoices at 1.3 times re ular rate shown above. MATERIALS OTHER SERVICES AND SUPPLIES: Charges for services, equipment and facilities not furnished directly by BASELINE Engineering, Inc. and any unusual items of expense not customarily incurred in our normal operations, aze charged at cost plus I S percent. This includes shipping chazges, subsistence, transportation (including ferry fares and tolls), outside printing and reproduction, miscellaneous supplies and rental, drilling equipment, construction equipment, water craft, aircraft and special insurance which may be required. BASELINE will periodically submit invoices on or about the fifth day of the month for unbilled portion of services. CLIENT agrees to pay the invoiced amounts within 15 days from the date of the invoice. Any payment that is not received by BASELINE within said 15 days shall be considered delinquent, and the amounts due BASELINE shall include a charge at the rate of 1.5% per month for each month since the services were performed. In case of suit, or if this account is placed in attorney's hand for collection, CLIENT shall pay all costs of suit and of collection, including any and all attorney's fees actually incurred by the Engineer to the particular attorneys involved at such attomeys then normal hourly rates. PROFESSIONAL SERVICES AGREEMENT - 9- 1/2010 BASELINE Engineering, Inc. Standard Hourly Rate Schedule As of July 1, 2009 CITY OF '�... Feder�al CITY HALL 1 ��� 33325 8th Avenue South • PO Box 9718 Fed�ral Way, WA 98Q63-9718 (253} 835-7�0 www cityotlederaAvay. 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 limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $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 inswance 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 dunng 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 - 10 - 1/2010