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AG 13-151 I I RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: CD/PLANNING ORIGINATING STAFF PERSON: DOC HANSEN EXT: 2643 3. DATE REQ.BY: 5/11/18 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 0 CONTRACT AMENDMENT(AG#): 13-151 ❑ INTERLOCAL ❑ OTHER . PROJECT NAME: THIRD PARTY WETLAND/STREAM REVIEW AND EVALUATION NAME OF CONTRACTOR: LANDAU ASSOCIATES INC. ADDRESS: 950 PACIFIC AVENUE,SUITE 515,TACOMA,WA TELEPHONE 253-926-2493 E-MAIL: FAX: SIGNATURE NAME: JENNIFER WYNKOOP TITLE PRINCIPAL EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑x COMPENSATION C] INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS I] PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES RI PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: MAY 4,2018 COMPLETION DATE: JUNE 30,2019 TOTAL COMPENSATION$ 60 001 (+39 999) (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ 100,000 1S SALES TAX OWED ❑YES (]NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: N/A ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED I] PURCHASING: PLEASE CHARGE TO: 001-5200-073-558-60-411 0. DOCUMENT/CONTRACT REVIEW INITIAL/DAT R,EVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER /1�� ( '8 ❑ DIRECTOR /Wig ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW AL6ffLa 1. COUNCIL APPROVAL(IF APPLICABLE) N/A SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: -7 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) I _TIAL/DATE SIGNED ,Elt,A EPARTMENT (rL ����� rE"SiGNATORY(MAYOR OR DIRECTOR) Ic.�n CITYCLERK U7liI .) , - )2."-ASSIGNED AG# AG# /12"-SIGNED COPY RETURNED DATE SENT: :OMMENTS: 1/2018 CITY OF CITY HALL Federal Wi y Fede5 8th Avenue South a Federal Way,WA 98003-6325 (253)835-7000 www cityoffederalway corn AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY WETLAND/STREAM REVIEW AND EVALUATION This Amendment ("Amendment No. 3") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Landau Associates, Inc., a Washington corporation ("Contractor"). The City and Contractor(together"Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for third party wetland/stream review and evaluation ("Agreement") dated effective August 1, 2013, as amended by Amendment Nos. 1 and 2, 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-3, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] Landau Wetland PSA Amendment No.3 - 1- 5/2018 41111166 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 winv Ut yoffederehvny corn IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: BY:,gqg7rl#-"r1°-(°f ell,Mayor lStphanie Courtney, • , City Clerk DATE: 7APPROVED AS TO : /1(ff -tO/ J. Ryan Cal ,City Attorney LANDAU ASSOCIATES, INC.: J nifer Wynkoop, P:incipar Date: 7,3/ STATE OF WASHINGTON ) )ss. COUNTY OF P1 ere`e- ) On this day personally appeared before me Jennifer Wynkoop, to me known to be the Principal of Landau Associates, Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that 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 YC1 day of Wi Li ,2018. Notary's signature ��1 Ce9dtv(-- •�•'�yh1 R COI11 Notary's printed name J LL11 GU' n R CO1 S % , e„ Notary Public in and for the State of Washington. • ire.a r10TAAy,�c%t f. My commission expires Y7 h!t l D pa.{� c A PUBLIC # %%%; t-z°- moo?= f let ;WA07/ Landau Wetland PSA Amendment No.3 .2. 5/2018 CITY OF CITY HALL .;, 33325 8th Avenue South Federal Way Federal Way,WA 98003003 -6325 (253)835-7000 www cityoffederalway corn EXHIBIT B-3 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Sixty Thousand One and no/100 Dollars ($60,001.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed One Hundred Thousand and no/100 Dollars($100,000.00). 2. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: Personnel Labor Hourly Rate Personnel Labor Hourly Rate Senior Principal 260 Senior Staff/CAD Designer 135 Principal 240 Staff/Senior Technician II 120 Senior Associate 220 Data Specialist 120 Associate 200 CAD/GIS Technician 120 Senior 180 Project Coordinator 110 Senior Project 165 Assistant/Senior Technician I 100 Project 150 Technician 81 GIS Analyst 150 Support Staff 69 Expert professional testimony in court,deposition,declaration,arbitration,or public testimony is charged at 1.5 times the hourly rate. Rates apply to all labor,including overtime. Equipment Field,laboratory,and office equipment used in the direct performance of authorized work is charged at unit rates.A rate schedule will be provided on request. Subcontractor Services and Other Expenses Subcontractor billing and other project expenses incurred in the direct performance of authorized routine services will normally be charged at a rate of cost plus a twelve percent(12%)handling charge.A higher handling charge for technical subconsultants and for high-risk field operations may be negotiated on an individual project basis; similarly,a lower handling charge may be negotiated on projects requiring disproportionally high subconsultant involvement. 3. Reimbursable Expenses: The Contractor may submit a voucher or invoice for reimbursable expenses. Actual cost without mark-up shall be documented. The actual customary and incidental expenses incurred by the Contractor in performing the Services shall include postage, UPS/FedEx, incidental copy charges, and other reasonable costs; provided however,that such costs shall be deemed reasonable at the City's sole discretion. Landau Wetland PSA Amendment No.3 -3- 5/2018 �•• LANDASS-02 REGINAC Al4CCOFfEr DATE(MM/DD/YYYY) 4......---- CERTIFICATE OF LIABILITY INSURANCE 07/12/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of suchpendorsement(s). PRODUCER NAMEACT Servco Pacific Insurance A 800 Fifth Ave.,Suite 2400 (A/c, Ext):(206)216-4830 i FAX No):(206)260-2903 Seattle,WA 98104 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Continental Casualty Company 20443 INSURED INSURER B:Philadelphia Indemnity Insurance Company 18058 Landau Associates,Inc. _.INSURER C_Continental_Insurance Company _ 135289 130 2nd Avenue South INSURER D:Lloyd's Syndicate 2623 Edmonds,WA 98020 INSURER E: INSURER F: 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 WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR ) POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER {IMMIDD/YYYYI,(MMIDDIYYYY). LIMITS A )( COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X X 6045400327 12/31/2017 12/31/2018 PREM EES Ea occu ence) $ 1,000,000 MED EXP(Any_one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 _GE,'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY I X 1 TRC)- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER:WA Stop Gap$1M/$1M/$1M $ B AUTOMOBILE LIABILITY (EOMaBI EDtSINGLE LIMIT tt $ 1,000,000 X ANY AUTO ___ X X PHPK1754563 12/31/2017 12/31/2018 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY _ AUTOS BODILY INJURY(Per accident) $ X AUTOS ONLY X AUTOS ONE (Peri accident)DAMAGE $ -- i $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE X X CUE6045400344 12/31/2017 12/31/2018 AGGREGATE $ 5,000,000 1 DED I RETENTION$ $ A WORKERS COMPENSATION 1 PER I OTH- AND EMPLOYERS'LIABILITY STATUTE I ER 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE YIN WC645400330 12/31/2017 12/31/2018 E.L.EACH ACCIDENT $ i OFFICER/MEMBER EXCLUDED? L-- N/A 1,000,000 i [(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under r 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Prof Liability w/CPL W13431170601 12/31/2017 12/31/2018 Per Claim 5,000,000 D 1 Deductible:$150K W13431170601 12/31/2017 12/31/2018 Aggregate 5,000,000 I i I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if mores ace is required) IF CERTIFICATE IS NO LONGER REQUIRED,PLEASE NOTIFY SERVCO PACIFIC INSRANCE DIRECTLY Re:On-call third party wetland/stream review and evaluation agreement. City of Federal Way is included as an additional insured on General Liability,Automobile Liability and Umbrella Liability policies.General Liability and Umbrella Liability policies are Primary and Non-Contributory.Waiver of Subrogation applies to General Liability,Automobile Liability Umbrella Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Federal WayTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 33325 8th Ave.South Federal Way,WA 98003 AUTHORIZED REPRESENTATIVE I ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY-LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B—Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE—ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS—COVERAGES A AND B is amended as follows: A. Paragraph Lb. is amended to delete the$250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION -BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX (1-15) Policy No: 6045400327 Page 16 of 18 Endorsement No: 3 TRANSPORTATION INSURANCE COMPANY Effective Date: 12/31/2017 Insured Name: LANDAU ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED(WRAP-UP)INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products-completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4.Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. CNA74858XX (1-15) Policy No: 6045400327 Page 17 of 18 Endorsement No: 3 TRANSPORTATION INSURANCE COMPANY Effective Date: 12/31/2017 Insured Name: LANDAU ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Landau Associates, Inc. Philadelphia Indemnity Insurance Company PHPK1754563 PI-CA-001 (09/15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE ELITE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART Following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Page Coverage Applicable Limit of Insurance # Who is An Insured 2 Board Members Included Newly Acquired Entities Included Designated Insured Included Lessor of Leased Autos Included Cost of Bail Bonds $5,000 2 Reasonable Expenses—Loss of Earnings $500 per day 2 Fellow Employee Coverage Amended 3 Towing $100 per disablement 3 Glass Breakage (Windshields and Windows) No deductible applies 3 Transportation Expenses $100 per day/$3,000 maximum 3 Hired Auto Physical Damage—Loss of Use $100 per day/$1,000 maximum 3 Hired Auto Physical Damage ACV or repair or replacement of the 4 vehicle whichever is less Personal Effects $500 4 Rental Reimbursement $100 per day/30 days 4 Accidental Discharge—Air Bag Amended 4 Electronic Equipment $1000 5 Original Equipment Manufacturer Parts Included 5 Replacement Auto Loan/Lease Gap Coverage Amended 5 One Comprehensive Coverage Deductible Per Amended 6 Occurrence Notice of and Knowledge of Occurrence Amended 7 Blanket Waiver of Subrogation Amended (as required by written contract) 7 Unintentional Errors or Omissions Amended 7 Mental Anguish—Bodily Injury Redefined Amended 7 Coverage extensions under this endorsement only apply in the event that no other specific coverage for these extensions is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted in this endorsement. Any deductible listed in the Auto Declarations Page will apply unless specific deductible provisions are set forth under a coverage enhancement below. Page 1 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-CA-001 (09/15) I. LIABILITY COVERAGE EXTENSIONS A. Who Is An Insured SECTION II—LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended by adding the following: The following are also"insureds": 1. Board Members—Board members(or their spouses)while renting a vehicle while on business for the named insured. 2. Newly Acquired Entities—Any business entity newly acquired or formed by you during the policy period, provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following the acquisition or the formation of the business entity. 3. Designated Insured—Any person or organization designated by the"insured" is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in SECTION II of the Coverage Form. 4. Lessor of Leased Autos—The lessor of a"leased auto" is an"insured"only for"bodily injury" or"property damage"resulting from the acts or omissions by: a. You; b. Any of your"employees"or agents; or c. Any person, except the lessor or any"employee"or agent of the lessor, operating a"leased auto"with the permission of any of the above. Any"leased auto" in the policy schedule will be considered a covered"auto"you own and not a covered"auto"you hire or borrow. The coverages provided under this endorsement apply to any"leased auto" in the policy schedule until the expiration date of the lease, or when the lessor or his or her agent takes possession of the"leased auto,"whichever occurs first. "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra"auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. B. Cost of Bail Bonds SECTION II—LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Item (2) is deleted in its entirety and replaced with the following: (2) Up to$5,000 for cost of bail bonds(including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. C. Reasonable Expenses SECTION II—LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Item (4) is deleted in its entirety and replaced with the following: Page 2 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-CA-001 (09/15) (4) All reasonable expenses incurred by the"insured" at our request, including actual loss of earnings up to$500 a day because of time off from work. D. Fellow Employee Coverage SECTION II—LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee is deleted in its entirety and replaced by the following: "Bodily injury"to any fellow"employee"of the"insured" arising out of and in the course of the fellow"employee's"employment or while performing duties related to the conduct of your business. However, this exclusion does not apply to any manager or officer of your company. II. PHYSICAL DAMAGE COVERAGE EXTENSIONS A. Towing SECTION III—PHYSICAL DAMAGE COVERAGE, A. Coverage, 2.Towing is deleted in its entirety and replaced with the following: 2. Towing We will pay up to$100 for towing and labor costs incurred each time a covered "auto" is disabled. However,the labor must be performed at the place of disablement. No deductible applies to this enhancement. B. Glass Breakage SECTION III—PHYSICAL DAMAGE COVERAGE,A. Coverage, 3. Glass Breakage—Hitting A Bird Or Animal—Falling Objects Or Missiles is amended by adding the following: No deductible applies to"loss"to glass used in the windshield or windows. C. Transportation Expenses SECTION III—PHYSICAL DAMAGE COVERAGE,A. Coverage,4. Coverage Extensions, a. Transportation Expenses is deleted in its entirety and replaced with the following: a. Transportation Expenses We will pay up to$100 per day to a maximum of$3,000 for temporary transportation expenses incurred by you because of a"loss"to a covered"auto." We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the"loss" and ending, regardless of the policy'•s expiration, when the covered"auto" is returned to use or we pay for its"loss." D. Hired Auto Physical Damage—Loss of Use The last sentence of SECTION III—PHYSICAL DAMAGE COVERAGE,A. Coverage,4. Coverage Extensions, b. Loss of Use Expenses is deleted in its entirety and replaced with the following: However, the most we will pay for any expenses for loss of use is$100 per day, to a maximum of$1,000. Page 3 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-CA-001 (09/15) E. Hired Auto Physical Damage SECTION III—PHYSICAL DAMAGE COVERAGE,A. Coverage,4. Coverage Extensions is amended by adding the following extension: Hired Auto Physical Damage Any"auto"you lease, hire, rent or borrow from someone other than your"employees" or partners, or members of their household is a covered "auto"for each of your physical damage coverages. The most we will pay for any"loss" in any one"accident"is the ACV or the cost for repair or replacement of the vehicle,whichever is less. For each covered"auto" our obligation to pay will be reduced by a deductible of$500 for Comprehensive Coverage and $1000 for Collision Coverage. F. Personal Effects Coverage SECTION III—PHYSICAL DAMAGE COVERAGE,A. Coverage,4. Coverage Extensions is amended by adding the following extension: Personal Effects Coverage We will pay up to$500 for"loss"to personal effects,which are: 1. Owned by an"insured"; and 2. In or on your covered"auto." This coverage applies only in the event of the total theft of your covered"auto." No deductible applies to this coverage. G. Rental Reimbursement SECTION III—PHYSICAL DAMAGE COVERAGE,A. Coverage,4. Coverage Extensions is amended by adding the following extension: Rental Reimbursement Coverage We will pay up to$100 per day, for up to 30 days, for rental reimbursement expenses incurred by you for the rental of an"auto" because of"loss"to a covered"auto." We will also pay up to$300 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered "auto." If"loss" results from the total theft of a covered"auto,"we will pay under this coverage only that amount ofY our rental reimbursement expensesalready which is not provided under Item III. C. Transportation Expenses of this endorsement. H. Accidental Discharge—Airbag Coverage SECTION III—PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph 3. is amended by adding the following exception: Page 4 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-CA-001 (09/15) This exclusion does not apply to the accidental discharge of an airbag. This coverage is excess of any other collectible insurance or warranty. No deductible applies to this coverage. I. Electronic Equipment Coverage The following supersedes anything to the contrary in SECTION III—PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph 4. Exclusions 4.c. and 4.d. do not apply to: Any risk management or monitoring equipment and electronic equipment that receives or transmits audio, visual or data signals and that is not designed solely for the reproduction of sound. This coverage applies only if the equipment is permanently installed in the covered "auto" at the time of the"loss" or the equipment is removable from a housing unit which is permanently installed in the covered"auto"at the time of the"loss,"and such equipment is designed to be solely operated by use of the power from the"auto's"electrical system, in or upon the covered "auto." The most we will pay for all"loss"to risk management or monitoring equipment, audio, visual or data electronic equipment that is not designed solely for the reproduction of sound and any accessories used with this equipment as a result of any one"accident" is the least of: a. The actual cash value of the damaged or stolen property at the time of the"loss"; b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality; or c. $1,000. This coverage will not apply if there is other insurance provided by this policy for the above- described electronic equipment. We will, however, pay any deductible, up to$500, that is applicable under the provisions of the other insurance. J. Original Equipment Manufacturer(OEM) Parts Replacement SECTION HI—PHYSICAL DAMAGE COVERAGE, C. Limit of Insurance, Paragraph 1. is amended to include: However, if the covered"auto"has less than 20,000 miles on its odometer,then the following condition will apply: We will pay the cost to replace the damaged parts(excluding glass and mechanical parts) with new Original Equipment Manufacturer replacement parts if the damaged parts cannot be repaired. K. Auto Loan/Lease Gap Protection SECTION III—PHYSICAL DAMAGE COVERAGE, C. Limit of Insurance is amended to include the following: 4. In the event of"loss"to a covered"auto"that is loaned or leased to an "insured": a. The most we will pay for"loss" in any one"accident" is the lesser of: Page 5 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-CA-001 (09/15) (1) The actual cash value of the damaged or stolen property as of the time of the"loss"; or (2) The cost of repairing or replacing the damaged or stolen property with other property of like, kind and quality. b. Our Limit of Insurance for"total loss"will be the greater of: (1) The balance due under the terms of the lease or loan, to which your"auto" is subject but not including: (a) Past due payments; (b) Financial penalties imposed under the lease; (c) Security deposits not refunded; (d) Costs for extended warranties or insurance; or (e) Final payment due under a"balloon loan"; or (2) Actual cash value of the stolen or damaged property. An adjustment for depreciation and physical condition will be made in determining actual cash value at the time of"loss." c. Additional Definitions (1) "Total loss"for the purpose of this coverage, means a loss in which the estimated cost of repairs, plus the salvage value, exceeds the actual cash value. (2) "Balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. d. Additional Conditions This coverage will apply only to the original lease or loan written on your covered"auto." In order for this coverage to apply, leased "autos" must be leased or rented to you under a leasing or rental agreement, for a period of not less than six months, which requires you to provide direct primary insurance for the benefit of the lessor. L. One Comprehensive Coverage Deductible SECTION III—PHYSICAL DAMAGE COVERAGE, D. Deductible is amended by adding the following: Only one Comprehensive Coverage Deductible per occurrence will apply to any"loss" resulting from a covered peril. For the purpose of this extension, occurrence means a single incident, including continuous or repeated exposure to substantially the same general harmful conditions within a 24-hour period. Page 6 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-CA-001 (09/15) III. BUSINESS AUTO CONDITIONS A. Notice and Knowledge of Occurrence SECTION IV—BUSINESS AUTO CONDITIONS,A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss, Paragraph a. is deleted in its entirety and replaced with the following: a. In the event of"accident,"claim, "suit"or"loss,"you must give us, or our authorized representative, prompt notice of the"accident" or"loss." Include: (1) How,when and where the"accident"or"loss"occurred; (2) The"insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Your duty to give us or our authorized representative prompt notice of the"accident" or "loss"applies only when the"accident" or"loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. B. Blanket Waiver Of Subrogation SECTION IV—BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5.Transfer Of Rights Of Recovery Against Others To Us, is amended by adding the following exception: However,we waive any right of recovery we may have against any person or organization because of payments we make for"bodily injury"or"property damage"arising out of the operation of a covered"auto"when you have assumed liability for such "bodily injury"or "property damage" under an"insured contract." C. Unintentional Errors or Omissions SECTION IV—BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation, Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. IV. DEFINITIONS A. Mental Anguish SECTION V—DEFINITIONS, C."Bodily injury" is amended by adding the following: "Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease. Page 7 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage - Limited Liability Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this Coverage Part; including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. bodily injury, property damage, or personal and advertising injury to the extent caused by: 1. the Named Insured's acts or omissions; or 2. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations specified in the written contract; or B. bodily injury or property damage to the extent caused by your work specified in the written contract and included in the products-completed operations hazard, and only if 1. the written contract requires the Named Insured to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. acts or omissions of the additional insured, or of anyone acting on the additional insured's behalf; or B. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or C. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: --- CNA75081XX (1-15) Policy No: 6045400327 Page 1 of 2 Endorsement No: 4 TRANSPORTATION INSURANCE COMPANY Effective Date: 12/31/2017 Insured Name: LANDAU ASSOCIATES, INC. Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage - Limited Liability Endorsement The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 4 does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. The bodily injury or property damage; or 2. The offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75081XX (1-15) Policy No: 6045400327 Page 2 of 2 Endorsement No: 4 TRANSPORTATION INSURANCE COMPANY Effective Date: 12/31/2017 Insured Name: LANDAU ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Landau Associates, Inc. Philadelphia Idemnity Insurance Company PHPK1754563 COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance B. The following is added to the Other Insurance Condition in the Business Auto Coverage Form Condition in the Auto Dealers Coverage Form and and the Other Insurance — Primary And Excess supersedes any provision to the contrary: Insurance Provisions in the Motor Carrier This Coverage Form's Covered Autos Liability Coverage Form and supersedes any provision to Coverage and General Liability Coverages are the contrary: primary to and will not seek contribution from any This Coverage Form's Covered Autos Liability other insurance available to an "insured" under Coverage is primary to and will not seek your policy provided that: contribution from any other insurance available to 1. Such "insured" is a Named Insured under such an"insured" under your policy provided that: other insurance; and 1. Such "insured" is a Named Insured under such 2. You have agreed in writing in a contract or other insurance; and agreement that this insurance would be 2. You have agreed in writing in a contract or primary and would not seek contribution from agreement that this insurance would be any other insurance available to such primary and would not seek contribution from "insured". any other insurance available to such "insured". CA 04 49 11 16 © Insurance Services Office, Inc., 2016 Page 1 of 1 Landau Associates,Inc. Philadelphia Idemnity Insurance Company PHPK1754563 PI-CA-001 (09/15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ R CAREFULLY. COMMERCIAL AUTOMOBILE ELITE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART Following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Page Coverage Applicable Limit of Insurance Who is An Insured 2 Board Members Included Newly Acquired Entities Included Designated Insured Included Lessor of Leased Autos Included Cost of Bail Bonds $5,000 2 Reasonable Expenses - Loss of Earninas $500 per day 2 Fellow Employee Coverage Amended 3 Towina $100 per disablement 3 Glass Breakage (Windshields and Windows) No deductible aPolies 3 Transportation Expenses $100 per day/ $3,000 maximum 3 Hired Auto Physical Damage - Loss of Use $100 per day/ $1,000 maximum 3 Hired Auto Physical Damage ACV or repair or replacement of the 4 vehicle whichever is less Personal Effects $500 4 Rental Reimbursement $100 per day/ 30 days 4___._ Accidental Discharge - Air Baa Amended 4 Electronic Eaui.ment $1000 5 Original Equipment Manufacturer Parts Included 5 Replacement Auto Loan / Lease Gep Coverage Amended 5 One Comprehensive Coverage Deductible Per Amended 6 Occurrence Notice of and Knowledge of Occurrence Amended 7 Blanket Waiver of Subrogation Amended (as required by written contract) 7 Unintentional Errors or Omissions Amended 7 Mental Anguish - Bodily Injury Redefined Amended 7 Coverage extensions under this endorsement only apply h the event that no other specific coverage for these extensions 's provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted h this endorsement. Any deductible listed in the Auto Declarations Page will apply unless specific deductible provisions are set forth under a coverage enhancement below. Page 1 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-CA-001 (09/15) I, LIABILITY COVERAGE EXTENSIONS A. Who Is An Insured SECTION I - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended by adding the following: The following are also "insureds": 1. Board Members - Board members (or their spouses) while renting a vehicle while on business for the named insured. 2. Newly Acquired Entities - Any business entity newly acquired or formed by you during the policy period, provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following the acquisition or the formation of the business entity. 3. Designated Insured - Any person or organization designated by the "insured" is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in SECTION I of the Coverage Form. 4. Lessor of Leased Autos- The lessor of a"leased auto" is an "insured" only for"bodily injury" or"property damage" resulting from the acts or omissions by: a You; b. Any of your"employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a"leased auto" with the permission of any of the above. Any "leased auto" in the policy schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. The coverages provided under this endorsement apply to any"leased auto" in the policy schedule until the expiration date of the lease, or when the lessor or his or her agent takes possession of the "leased auto," whichever occurs first. "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. B Cost of Bail Bonds SECTION I - LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a Supplementary Payments, Item (2) is deleted rn its entirety and replaced with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. C Reasonable Expenses SECTION I - LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a Supplementary Payments, Item (4) is deleted n its entirety and replaced with the following: Page 2 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-CA-001 (09/15) III. BUSINESS AUTO CONDITIONS A. Notice and Knowledge of Occurrence SECTION IV- BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2 Duties h The Event Of Accident, Claim, Suit Or Loss, Paragraph a is deleted h its entirety and replaced with the following: a h the event of"accident," claim, "suit" or"loss," you must give us, or our authorized representative, prompt notice of the "accident" or"loss." Include: (1) How, when and where the "accident" or"loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or"loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or • (3) An executive officer or insurance manager, if you are a corporation. B. Blanket Waiver Of Subrogation SECTION IV- BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5 Transfer Of Rights Of Recovery Against Others To Us, is amended by adding the following exception: However, we waive any right of recovery we may have against any person or organization because of payments we make for"bodily injury" or"property damage" arising out of the operation of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract." C. Unintentional Errors or Omissions SECTION IV- BUSINESS AUTO CONDITIONS, B General Conditions, 2 Concealment, Misrepresentation, Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. IV. DEFINITIONS A. Mental Anguish SECTION V- DEFINITIONS, C. "Bodily injury" is amended by adding the following: "Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease. Page 7 of 7 ©2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. Landau Associates, Inc. Philadelphia Idemnity Insurance Company PHPK1754563 PI-CA-003 (04/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. A. SECTION II—COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended by adding the following: The following are also"insureds": Any person or organization for whom you are required by an"insured contract"to procure"bodily injury" or"property damage" liability insurance arising out of the operation of a covered"auto"with your permission. However, this additional insurance does not apply to: 1. The owner or anyone else from whom you hire or borrow a covered "auto." This exception does not apply if the covered"auto" is a"trailer"connected to a covered "auto"you own; 2. Your"employee" if the covered"auto" is owned by that"employee"or a member of his or her household; 3. Anyone using a covered"auto"while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours; 4. Anyone other than your"employees," partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their"employees,"while moving property to or from a covered"auto"; or 5. A partner(if you are a partnership), or a member(if you are a limited liability company)for covered"auto" owned by him or her or a member of his or her household. B. The"insured contract" must be in effect during the policy period shown in the Declarations and must have been executed prior to the"bodily injury"or"property damage". C. This person or organization is an "insured"only to the extent you are liable due to your ongoing operations for that"insured", whether the work is performed by you or for you, and only to the extent you are held liable for an "accident"occurring while a covered"auto"is being driven by you or one of your employees. D. There is no coverage provided to this person or organization for"bodily injury"to its employees or for "property damage"to its property. E. Coverage for this person or organization shall be limited to the extent of your negligence or fault according to the applicable principles of comparative negligence or fault. F. The defense of any claim or"suit" must be tendered by this person or organization as soon as practicable to all other insurers which potentially provide insurance for such claim or"suit". G. A person's or organization's status as an"insured" under this endorsement ends when your operations for that"insured"are completed. Page 1 of 2 PI-CA-003 (04114) H. The coverage extended to any additional insured by this endorsement is limited to, and subject to all terms, conditions, and exclusions of the Coverage Part to which this endorsement is attached. In addition, coverage shall not exceed the terms and conditions that are required by the terms of the written agreement to add any"insured," or to procure insurance. I. The following additional exclusions apply: The insurance afforded to any person or organization as an "insured" under this endorsement does not apply to"loss": 1. Which occurs prior to the date your contract is effective with such person or organization; 2. Arising out of the sole negligence of any person or organization that would not be an"insured" except for this endorsement; or 3. Which occurs after you returned the leased or rented"auto"to the lessor or the policy period ends,whichever occurs first. Page 2 of 2 CNA CNA Paramount Excess and Umbrella Liability Police or organization which may be liable to the Insured because of injury or damage to which this insurance may also apply; and vi. will not voluntarily make a payment, except at its own cost, assume any obligation, or incur any expense, other than for first aid, without the Insurer's prior consent. 3. Cooperation With respect to both Coverage A - Excess Follow Form Liability and Coverage B - Umbrella Liability, the Named Insured will cooperate with the Insurer in addressing all claims required to be reported to the Insurer in accordance with this paragraph O. Notice of Claims/Crisis Management Event/Covered Accident, and refuse, except solely at its own cost, to voluntarily, without the Insurer's approval, make any payment, admit liability, assume any obligation or incur any expense related thereto. P. Notices Any notices required to be given by an Insured shall be submitted in writing to the Insurer at the address set forth in the Declarations of this Policy. Q. Other Insurance If the Insured is entitled to be indemnified or otherwise insured in whole or in part for any damages or defense costs by any valid and collectible other insurance for which the Insured otherwise would have been indemnified or otherwise insured in whole or in part by this Policy, the limits of insurance specified in the Declarations of this Policy shall apply in excess of, and shall not contribute to a claim, incident or such event covered by such other insurance. With respect to Coverage A - Excess Follow Form Liability only, if: a. the Named Insured has agreed in writing in a contract or agreement with a person or entity that this insurance would be primary and would not seek contribution from any other insurance available; b. Underlying Insurance includes that person or entity as an additional insured; and c. Underlying Insurance provides coverage on a primary and noncontributory basis as respects that person or entity; then this insurance is primary to and will not seek contribution from any insurance policy where that person or entity is a named insured. R. Premium All premium charges under this Policy will be computed according to the Insurer's rules and rating plans that apply at the inception of the current policy period. Premium charges may be paid to the Insurer or its authorized representative. S. In Rem Actions A quasi in rem action against any vessel owned or operated by or for a Named Insured, or chartered by or for a Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. T. Separation of Insureds Except with respect to the limits of insurance, and any rights or duties specifically assigned in this Policy to the First Named Insured, this insurance applies: 1. as if each Named Insured were the only Named Insured; and 2. separately to each Insured against whom a claim is made. U. TransfeYof Interest Form No:CNA75504XX (03-2015) Policy No:CUE 6045400344 Policy Page: 21 of 32 Policy Effective Date: 12/31/2017 Underwriting Company: Continental Ins. Co, 333 S Wabash Ave, Chicago, IL 60604 Policy Page: 31 of 47 ©Copyright CNA All Rights Reserved. CNA CNA Paramount Excess and Umbrella Liability 1` ii y Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. V. Unintentional Omission Based on Insurer's reliance on the Named Insured's representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. W. Waiver of Rights of Recovery The Insurer waives any right of recovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. is in effect or becomes effective during the policy period; and 2. was executed prior to loss. VII.DEFINITIONS For purposes of this Policy, words in bold face type, whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured's goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: A. notices that are published include material placed on the Internet or on similar electronic means of communication; and B. regarding web-sites, only that part of a web-site that is about the Named Insured's goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Aircraft means any machine or device that is capable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer's consent. Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber, particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named Insured's risk management or in-house general counsel's office, or any employee authorized by the Named Insured to give or receive notice of a claim. Auto means: A. a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or B. any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the bodily injury, sickness or disease. Claim means a: A. suit; or Form No:CNA75504XX 103-20151 Policy No:CUE 6045400344 Policy Page: 22 of 32 Policy Effective Date: 12/31/2017 Underwriting Company: Continental Ins. Co, 333 S Wabash Ave, Chicago, IL 60604 Policy Page: 32 of 47 ...................... Copyright CNA All Rights Reserved. L4 LANDAU ASSOCIATES October 2, 2017 City of Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 Attn: City of Federal Way Contracts Administration Re: Contractual Authorization To Whom It May Concern: This letter confirms that Jennifer Wynkoop,as a Principal in our firm, is authorized to sign contracts up to$250,000 in value on behalf of the company. Please feel free to contact me,or Dennis Hobbs,our Finance Director,with any questions. LANDAU ASSOCIATES, INC. Jay P Bower,PE Chief Executive Officer jpb [DOCUMENT1) 130 2nd Avenue South • Edmonds,Washington 98020 • (425)778-0907 • www.landauinc.com RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM L ORIGINATING DEPT./DIV: CAD (P1&'invii � 2. ORIGINATING STAFF PERSON: 1 J EXT: oQLQ a ( 3. DATE REQ. BY: 1 1 ��q-T-1 12.E 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE *CONTRACT AMENDMENT (AG #): A- ❑ OTHER ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: 3 Yv v' \G `Atc tilts k (L) 6. NAME OF CONT' CTOR: ADDRESS: E -MAIL: SIGNATURE NAME: o, 1LA -Liol hc cot/v.4d 1i4AILA TELEPHONE FAX: TITLE Atli, cd ,Q 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 8. TERM: COMMENCEMENT DATE: 9. TOTAL COMPENSATION $ (IF CALCULATED ON HOURLY L REIMBURSABLE EXPENSE: ❑ YES IS SALES TAX OWED ❑ YES RETAINAGE: RETAINAGE AMOUNT: $1 t l 1 3 COMPLETION DATE: V 30 " V ICCP64 Ct (INCLUDE EXPENSES AND SALES TAX, IF ANY) CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: am- - 5 2sv - Cre - S J R - (,iO 4 / 1 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW INITIAL / DATE REVIEWED ,Z - _ 15. qpt alt INITIAL / DATE APPROVED (1(ff• /(7 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATED ELECTRONIC REMINDER/NOTIFICATION FOR ONE MONTH PRIOR TO EXPIRATION DATE INITIAL / DATE SIGNED ❑ L EPARTMENT IGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: AG DATE SENT: AET ANAfrLI 2/2017 CITY OF 4., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY WETLAND /STREAM REVIEW AND EVALUATION This Amendment ( "Amendment No. 2 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Landau Associates, Inc., a Washington corporation ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for third party wetland /stream review and evaluation ( "Agreement ") dated effective August 1, 2013, as amended by Amendment No. 1, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than June 30, 2019 ( "Amended Term "). 2. AMENDED COMPENSATION. The rate shall be amended, 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, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] PSA Amendment No 2 — Landau, Wetland/Stream - 1 - July 2017 (3/2017) ` CITY O �∎ F Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cilyoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: ell, Mayor DATE: /, / 5/17 LANDAU ASSOCIATES, INC.: By: nnifer Wynkoop, Pri cipal DATE: / 0 /21/4 7 STATE OF WASHINGTON ) COUNTY OF Recce_ ) ss. ATTEST: rk, Stephanie Courtney APPROVED AS TO FORM: lo,/ J. Ryan Call, City Attorney On this day personally appeared before me Jennifer Wynkoop, to me known to be the Principal of Landau Associates, Inc., that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this (9,Y Y1 day of DC \DhcY Notary's signature Notary's printed name , 2017. ann R Caoj Notary Public in and for the State of Washington. My commission expires 1 11 1) .(J PSA Amendment No 2 — Landau, Wetland /Stream - 2 - July 2017 (3/2017) EXHIBIT B -2 COMPENSATION SCHEDULE - 2017 14 LANDAU ASSOCIATES Personnel tabor Hourly Rate Senior Principal 250 Principal 230 Senior Associate 210 Associate 190 Senior 170 Senior Project 155 Project 140 GIS Analyst 140 Senior Staff / CAD Designer 125 Staff /Senior Technician II 113 Data Specialist 113 CAD / GIS Technician 110 Project Coordinator 102 Assistant / Senior Technician I 95 Technician 78 Support Staff 67 Expert professional testimony in court, deposition, declaration, arbitration, or public testimony is charged at 1.5 times the hourly rate. Rates apply to all labor, including overtime. Equipment Field, laboratory, and office equipment used in the direct performance of authorized work is charged at unit rates A rate schedu,e will be provided on request. Subcontractor Services and Other Expenses Subcontractor billing and other project expenses incurred in the direct performance of authorized rout ne services will normally be charged at a rate of cost plus a twelve percent (12%) handling charge. A higher handling charge for technical subconsultants and for h*,, -risk field operations may be negotiated on an individual project basis; similarly, a lower handling charge may be negotiated on projects requiring disproportionally high subconsultant involvement. invoices Invoices for Landau Associates' services will be issued monthly. Interest of 1%a percent per month (but not exceeding the maximum rate allowable by law) will be payable on any amounts not paid within 30 days. Term 4Intesset-heN4eag -andateAsseciatesresefves rar' bleadjust meri fate ver -time- :neing^projccts). C7 ,. /05//7 1 Temnlatet\Contracv \Corn sntatirn Schedwe 2017A Landau Associates AC-OREP CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 12/20/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Servco Pacific Insurance 800 Fifth Ave. Suite 2400 Seattle WA 98104 INSURED Landau Associates, Inc. 130 2nd Avenue South Edmonds WA 98020 LANDASS -02 NAME: Certificate Department A (A/C. No. Ext1:206- 216 -4830 FAX No):206- 260 -2903 EMAIL ADDRESS:certdept @servcopacific. com INSURER(S) AFFORDING COVERAGE NAIC N COVERAGES CERTIFICATE NUMBER: INSURER A :Lloyd's of London INSURER B :Continental Casualty Company INSURER c :Philadelphia Indemnity Insurance Co INSURER D :Continental Insurance Company INSURER E :National Fire Insurance Company of INSURER F :Alaska National Insurance Company 15792 20443 18058 35289 20478 38733 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM /DD/YYYY) LIMITS B GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY Y Y C6045400327 12/31/2016 12/31/2017 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $15,000 CLAIMS -MADE X OCCUR PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP /OP AGG $2,000,000 GEN'L AGGREGATE 7 POLICY X LIMIT APPLIES 'Et° PER: LOC $ C AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X 's SCHEDULED AUTOS AUTOS Y Y PHPK1589504 12/31/2016 12/31/2017 CO aBBI NEDt) INGLE LIMIT (Ea J1 000,000 $ BODILY INJURY (Per person) BODILY INJURY (Per accident) $ (Per accidentDAMAGE $ $ D X UMBRELLA LIAR EXCESS LIAB X OCCUR CLAIMS -MADE Y Y C6045400344 12/31/2016 12/31/2017 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 $ DED RETENTION $ E F WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y 1 N N / A C6045400330 16L WU 09131 12/31/2016 12/31/2016 12/31/2017 12/31/2017 X WC STATU- X OTH- TORY LIMITS ER USL &H E.L. EACH ACCIDENT 51,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 A Professional Liability Inc. Pollution Liability Y W13431160501 12/31/2016 12/31/2017 Per Claim $5,000,000 Aggregate $5,000,000 Deductible $150,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) IF CERTIFICATE IS NO LONGER REQUIRED, PLEASE NOTIFY SERVCO PACIFIC INSURANCE DIRECTLY. Re: LAI client #0238, On -Call Environmental Services. City of Federal Way is included as an additional insured on General Liability, Automobile Liability and Umbrella Liability policies. General Liability and Umbrella Liability policies are primary and non - contributory. Waviers of subrogation apply to General Liability,. Automobile Liability, Umbrella Liability and Professional Liability policies. CERTIFICATE HOLDER CANCELLATION City of Federal Way Attn: Tony Doucette, P.E. 33325 8th Avenue South Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010105) © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PHPK1589504 PI -CA -001 (09/15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE ELITE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART Following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Who is An Insured Board Members Newly Acquired Entities Designated Insured Lessor of Leased Autos Included Included Included Included 2 Cost of Bail Bonds $5,000 2 Reasonable Expenses — Loss of Earnings $500 per day 2 Fellow Employee Coverage Amended 3 Towing $100 per disablement 3 Glass Breakage (Windshields and Windows) No deductible applies 3 Transportation Expenses $100 per day / $3,000 maximum 3 Hired Auto Physical Damage — Loss of Use $100 per day / $1,000 maximum 3 Hired Auto Physical Damage ACV or repair or replacement of the vehicle whichever is less 4 Personal Effects $500 4 Rental Reimbursement $100 per day/ 30 days 4 Accidental Discharge — Air Bag Amended 4 Electronic Equipment $1000 5 Original Equipment Manufacturer Parts Replacement Included 5 Auto Loan / Lease Gap Coverage Amended 5 One Comprehensive Coverage Deductible Per Occurrence Amended 6 Notice of and Knowledge of Occurrence Amended 7 Blanket Waiver of Subrogation Amended (as required by written contract) Amended 7 7 Unintentional Errors or Omissions Mental Anguish — Bodily Injury Redefined Amended 7 Coverage extensions under this endorsement only apply in the event that no other specific coverage for these extensions is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted in this endorsement. Any deductible listed in the Auto Declarations Page will apply unless specific deductible provisions are set forth under a coverage enhancement below. Page 1 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number PHPK1589504 PI -CA -001 (09/15) LIABILITY COVERAGE EXTENSIONS A. Who Is An Insured'. SECTION II — LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended by adding the following: The following are also "insureds ": 1. Board Members — Board members (or their spouses) while renting a vehicle while on business for the named insured. 2. Newly Acquired Entities -- Any business entity newly acquired or formed by you during the policy period, provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following the acquisition or the formation of the business entity. 3. Designated Insured — Any person or organization designated by the "insured " is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in SECTION II of the Coverage Form. 4. Lessor of Leased Autos — The lessor of a "leased auto" is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. Any "leased auto" in the policy schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. The coverages provided under this endorsement apply to any "leased auto" in the policy schedule until the expiration date of the lease, or when the lessor or his or her agent takes possession of the "leased auto," whichever occurs first. "Leased auto" means an 'auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. B. Cost of Bail Bonds SECTION I I — LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Item (2) is deleted in its entirety and replaced with the following: (2) LIp to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. C. Reasonable Expenses SECTION II — LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Item (4) is deleted in its entirety and replaced with the following: Page 2 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number: PHPK1589504 PI -CA -001 (09/15) III. BUSINESS AUTO CONDITIONS A. Notice and Knowledge of Occurrence SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss, Paragraph a. is deleted in its entirety and replaced with the following: a. In the event of "accident," claim, "suit" or "loss," you must give us, or our authorized representative, prompt notice of the "accident" or "loss." Include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. B. Blanket Waiver Of Subrogation SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us, is amended by adding the following exception: However, we waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury" or "property damage" arising out of the operation of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract." C. Unintentional Errors or Omissions SECTION IV — BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation, Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non - renewal. IV. DEFINITIONS A. Mental Anguish SECTION V — DEFINITIONS, C. "Bodily injury" is amended by adding the following: "Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease, Page 7 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Architects, Engineers and Surveyors General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL UABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non - Contributory To Additional Insured's Insurance 3. Additional Insured — Extended Coverage 4. Boats 5. Bodily Injury — Expanded Definition 6. Broad Knowledge of Occurrence/ Notice of Occurrence 7. Broad Named Insured 8. Contractual Liability — Railroads 9. Estates, Legal Representatives and Spouses 10. Expected Or Intended Injury — Exception for Reasonable Force 11. General Aggregate Limits of Insurance — Per Location 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures /Partnership /Limited Liability Companies 15. Legal Liability — Damage To Premises 16. Liquor Liability 17. Medical Payments 18. Non -owned Aircraft Coverage 19. Non -owned Watercraft 20. Personal And Advertising Injury —Discrimination or Humiliation 21. Personal And Advertising Injury - Contractual Liability 22. Property Damage — Elevators 23. Retired Partners, Members, Directors And Employees 24. Supplementary Payments 25. Unintentional Failure To Disclose Hazards 26. Waiver of Subrogation — Blanket 27. Wrap -Up Extension: OCIP, CCIP or Consolidated (Wrap -Up) Insurance Programs CNA74858XX (1 -15) Page 1 of 17 Policy No: C604500327 Endorsement No: 1 Effective Date: 12/31/2016 Insured Name: Landau Associates, Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, inc.. with its permission. CNA Architects, Engineers and Surveyors General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through I. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through I. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co -owner of Insured Premises A co -owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co- owner's liability for bodily injury, property damage or personal and advertising injury as co -owner of such premises. C. Engineers, Architects or Surveyors Engaged By You An architect, engineer or surveyor engaged by the Named Insured, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf: a. in connection with the Named Insured's premises; or b. in the performance of the Named Insured's ongoing operations. But the coverage hereby granted to such additional insureds does not apply to bodily injury, property damage or personal and advertising injury arising out of the rendering of or failure to render any professional services by, on behalf of, or for the Named Insured, including but not limited to: CNA74858XX (1 -15) Page 2 of 17 Policy No: C604500327 Endorsement No: 1 Effective Date: 12/31/2016 Insured Name: Landau Associates, Inc. Copyright CNA All Rights Reserved, Includes copyrighted material of insurance Services Office, Inc., with its permission. CNA Architects, Engineers and Surveyors General Liability Extension Endorsement 1. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. supervisory, inspection, architectural or engineering activities. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or CNA74858XX (1 -15) Page 3 of 17 Policy No: 0604500327 Endorsement No: 1 Effective Date: 12/31/2016 Insured Name: Landau Associates, Inc. Copyright CNA All Rights Reserved, includes copyrighted material of Insurance Services Office. Inc ., with its permission. CNA Architects, Engineers and Surveyors General Liability Extension Endorsement 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products- completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. 1. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products- completed operations hazard. 2. ADDITIONAL INSURED - PRIMARY AND NON - CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non - contributory relative to an additional insured's own insurance, then this insurance is primary, and the insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insureds own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. ADDITIONAL INSURED — EXTENDED COVERAGE When an additional insured is added by this or any other endorsement attached to this Coverage Part, WHO IS AN INSURED is amended to make the following natural persons Insureds. If the additional insured is: a. An individual, then his or her spouse is an Insured; b. A partnership or joint venture, then its partners, members and their spouses are Insureds; c. A limited liability company, then its members and managers are Insureds; or d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are Insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. CNA74858XX (1 -15) Page 4 of 17 Policy No: C604500327 Endorsement No: 1 Effective Date: 12/31/2016 Insured Name: Landau Associates, Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Architects, Engineers and Surveyors General Liability Extension Endorsement limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products - completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP -UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP -UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap - up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP -UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above- referenced endorsement: With respect to a consolidated (wrap -up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products- completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amended to add the following subparagraph 4.b.(1)(c): CNA74858XX (1 -15) Policy No: C604500327 Page 16 of 17 Endorsement No: 1 Effective Date: 12/31/2016 Insured Name: Landau Associates, Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office. Inc., with its permission, IALANDAU ASSOCIATES October 2, 2017 City of Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 Attn: City of Federal Way Contracts Administration Re: Contractual Authorization To Whom It May Concern: This letter confirms that Jennifer Wynkoop, as a Principal in our firm, is authorized to sign contracts up to $250,000 in value on behalf of the company. Please feel free to contact me, or Dennis Hobbs, our Finance Director, with any questions. LANDAU ASSOCIATES, INC. V/\-- Jay P Bower, PE Chief Executive Officer jpb [DOCUMENT]] 130 2nd Avenue South • Edmonds, Washington 98020 • (425) 778 -0907 • www.landauinc.com Tina Piety From: Regina Caindoy <reginac ©servcopacific.com> Sent: Monday, October 02, 2017 2:47 PM To: Tina Piety Cc: Melanie Kelly Subject: RE: Landau Associates, Inc.; Certificate of Insurance Hello Tina, At this time, we are unable to provide an updated "master certificate" for the new 12/31/2017 -2018 term as we have yet to complete the renewal process. When renewing, sometimes the policy numbers and carrier information may change. Once we get closer to renewal and complete the binding of the coverages, we can then generate a master certificate for the city of Federal Way. In the interim, should you have any questions please let us know. Thank you, Regina Caindoy Account Manager Servco Pacific Insurance 800 Fifth Ave Suite 2400 I Seattle, WA, 98104 USA 0 206.216.4123 F 206.260.2903 E reginac ©servcooacific.com www.servcoinsurance.com SERVCO b PACIFIC INSURANCE This transmission is confidential and intended solely for the person or organization to whom it is addressed. It may contain privileged and confidential information. If you are not the intended recipient, you should not copy, distribute or take any action in reliance on it. If you have received this transmission in error, please delete the email and notify the sender at the email address above. Thank you. From: Tina Piety [mailto: Tina .Piety @cityoffederalway.com] Sent: Monday, October 02, 2017 11:32 AM To: Melanie Kelly <melaniek @servcopacific.com> Subject: RE: Landau Associates, Inc.; Certificate of Insurance Hello Melanie, My Law Department wants an insurance certificate with an expiration date for next year. Can you provide "master" certificate with an updated expiration? Thank you, Tina E. Tina Piety, CAP -OM Administrative Assistant 11 AL is Federal Way Community Development Department 33325 8th Avenue South Federal Way, WA 98003 -6325 Phone: 253/835 -2601 Fax: 253/835 -2609 www.cityoffederalway.com 1 From: Melanie Kelly [ mailto :melaniek@servcopacific.com] Sent: Wednesday, August 02, 2017 3:25 PM To: Tina Piety Cc: 'Dennis Hobbs'; jcooleyOlandauinc.com; Regina Caindoy Subject: Landau Associates, Inc.; Certificate of Insurance Hi Tina, Thank you for the quick discussion this afternoon regarding the certificate of insurance for Landau Associates, Inc. Although we had 4 certificates for the City of Federal Way, one appears to be the "Master" certificate, providing evidence of coverage for all "On -Call Environmental Services ". We will delete the other certificates and keep this Master active. We have attached a copy of this certificate, which was issued in December, 2016 for your files. As mentioned, if you require any revisions, please let me know, we are happy to assist. Regards, and have a great rest of your day. Melanie Melanie Kelly, CIC Account Executive Servco Pacific Insurance 800 Fifth Avenue, Suite 2400 1 Seattle, WA, 98104 USA 0 206.216.41.38 M 206.462.0576 F 206.260.2903 E melaniek .tt�servcopacific.com www.servcoinsurance.com SERVCO ceroPACIFIC INSURANCE IMPORTANT NOTICE: This transmission is confidential and intended solely for the person or organization to whom it is addressed. It may contain privileged and confidential information. If you are not the intended recipient, you should not copy, distribute or take any action in reliance on it. If you have received this transmission in error, please delete the email and notify the sender at the email address above. Thank you. 2 CHAPTER 3 CONTRACTS TABLE 3 -1. CONTRACTUAL AUTHORITY Billing Title / Administrative Function Contract Amount Landau Associates Standard Contract (b) (a) Other Contracts (c) Associate $ 50,000 $ 50,000 Senior Associate $ 125,000 $ 125,000 Principal $ 250,000 $ 250,000 Chief Operating Officer $ 500,000 $ 500,000 Chief Executive Officer $ 750,000 $ 750,000 Chief Executive Officer plus one other Board member (d) $ 1,500,000 $ 1,500,000 Board of Directions (e) >$1,500,000 >$1,500,000 (a) Dollar amounts represent the individual's best estimate of project budget including rebillables at the time the project manager is designated or the contract is negotiated. (b) Standard contracts include Landau Associates' standard proposal and general conditions, Landau Associates' standard subcontracts, and other Landau Associates standardized contract formats. (c) Other contracts include client - generated contracts, subcontractor - generated subcontracts, purchase orders, or Landau Associates - generated contracts that include provisions that are not consistent with our standard contract provisions. All "other contracts" require review and approval of an authorized Landau Associates' contract reviewer. (d) Board member not involved with the contract or Board of Directors if no board member is uninvolved. (e) Approval of a majority of the board members; approval can be given individually without a formal board meeting 14 LANDAU ASSOCIATES Project Management Manual Revised August 2007 Page 1 of 1 I I RETURN TO: -'_ EXT: 2 G 3 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM LU PI-P44 H I G 1. ORIGINATING DEPT./DIV: Q �.! 2. ORIGINATING STAFF PERSON: .1 Sid G EXT: 26113 3. DATE REQ.BY: SR P 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 [Er-CONTRACT AMENDMENT(AG#):13-1 S I ❑ INTERLOCAL ❑ OTHER • 5. PROJECT NAME: AC, - • o VC2 • LT £ S 6. NAME OF CONTRACTOR: _ • t> t • ; • ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES 0 COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT I NDMENTS 8. TERM: COMMENCEMENT DATE: 7 1 ( �j COMPLETION DATE: (.9 3 o/ / / //! 9. TOTAL COMPENSATION$ 3 7 ( ( �y (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:o YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:0 CONTRACTOR❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER c_- !o/i C7/r �,, ., / _ ❑ DIRECTOR i1 yf/7 fj/`S 1 — 4 7/1I ❑ RISK MANAGEMENT (IF APPLICABLE) C V4-//S. ❑ LAW gfro 60 r 1 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS INITIAL/DATE SIGNED ❑ LAW DEPARTMENT N rrio CHIEF OF STAFF • IGNATORY(MAYOR OR DIRECTOR) _/ iffrr Y4 CITY CLERK / �I;il ' • ASSIGNED AG# AG# L� �L SIGNED COPY RETURNED DATE SENT: y C IM.MENTS: No' 11/9 146, CITY OF CITY HALL Federal Way W 33325 8th Avenue South Federal Way,WA 98003 03 -6325 (253)835-7000 www cityoffederalway corn AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY WETLAND/STREAM REVIEW AND EVALUATION This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Landau Associates, Inc., a Washington Corporation ("Contractor"). The City and Contractor(together"Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for third party wetland/stream review and evaluation ("Agreement") dated effective August 1, 2013, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than June 30, 2017 ("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, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] PSA Amendment No 1—Landau,Wetland/Stream - 1 - June 2015(1/2015) CITY OF CITY HALL I .., 33325 8th Avenue South Federal Way Federal Way,WA 98003 03 -6325 (253) 835-7000 www cityoffederalway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FED RAL WAY ATTEST: 40 By: , or t� LEI ,�Ll.:1l. ireell, Mayor tal lerk, Stephanie Courtn: MC DATE: O �//5-P APPROVED AS TO FORM: 111 /47 r "6,("City Attorney, Amy Jo Pearsall LANDAU ASSOCIATES, INC By: —.a1` J i Ed Heavey, Pri r a'i DATE: 3 " 20 t STATE OF WASHINGTON ) ) ss. COUNTY OF P1 e) ) On this day personally appeared before me Ed Heavey, to me known to be the Principal of Landau Associates, Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. • GIVEN my hand and official seal this a '' day of (L , 2015. too 111,,,,, Ili Ak1 Ca Notary's signature arM..� Notary's printed name J (A,Li C1 Yl R ('oot NOTARY _ _ 1 • 1— = Notary Public in and for the State of Washington. cA'ptU B LIC My commission expires (r7 111 1 )Le OP Viiatkw10% fl°1,):•117`1 PSA Amendment No. 1—Landau,Geotechnical -2- June 2015(1/2015) Alo• ' i n rf,, rvm: Jay Bower<JBower @Iandauinc.com> sent: Monday, July 29, 2013 6:47 AM To: Ed Heavey; Isaac Conlen; Theresa Turpin Subject: RE: Signed PSAs Hello Isaac- I won't be able to generate a letter with my signature until the 5th, when.I return from vacation. Hopefully,this email will suffice. Ed and Theresa are both authorized to sign contracts on behalf of Landau Associates. We have an internal contract review process and, so as long as they have followed that process, they are authorized to sign. I will be on my way to the Oregon Coast today,so you may be able to reach me by cell if you would like to discuss further. Jay P. Bower, PE Chief Executive Officer cell 425-218-6269 From: Ed Heavey Sent: Friday,July 26,2013 12:48 PM To: Isaac Conlen;Theresa Turpin Cc:Jay Bower Subject: RE:Signed PSAs Isaac: We'll provide you with a letter from our CEO stating Theresa and I are authorized to sign the agreements. Our CEO is out today so I will have to wait until Monday. I should have the letter to you early next week. Have a good weekend! Edward J. Heavey, P.E. • Principal Landau Associates, Inc. 950 Pacific Avenue, Suite 515,Tacoma,WA 98402 direct 253.284.4875 • main 251926.2493 cell 206.390.8742 •fax 253.926.2531 eheavey @landauinc.com<maiito:eheavey@Iandauinc.com> • www.Iandauinc.com<http://www.Iandauinc.com> Landau Associates is proudly carbon neutral through our sustainable practices and financial support of U.S.-based carbon-reduction projects. NOTICE:This communication may contain privileged or other confidential information. If you have received it in error, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclosing the contents.Thank you. From: Isaac Conlen [mailto:Isaac.Conlen @cityoffederalway.com] 1 Corporations: Registration Detail Page 1 of 1 LANDAU ASSOCIATES,INC UBI Number 600557469 Category REG Profit/Nonprofit Profit Active/Inactive Active State Of Incorporation WA WA Filing Date 11/16/1984 Expiration Date 11/30/2015 Inactive Date Duration Perpetual Registered Agent Information Agent Name JAY BOWER Address 130 2ND AVE S City EDMONDS State WA ZIP 98020 _.. _.... _..... Special Address Information Address :..Cif _.. Y State _.. _.... _.. _.. _....... Zip Governing Persons ............. ......... Title Name Address Chairman HENDRICKSON,KRISTY EDMONDS,WA President BOWER,JAY EDMONDS,WA Secretary HALBERT,CHARLES EDMONDS,WA Treasurer HOBBS,DENNIS EDMONDS,WA http://www.sos.wa.gov/corps/search_detail.aspx?ubi=600557469 8/7/2015 RETURN TO: � S.��G EXT: �6�3 CITY OF FEDERAL WAY LAVV DEPARTMENT ROUTING FORM 1. ORIGINAT(NG DEPT./DIV: G�,T)' / �4--f'�+�.11� l�-f(r 2. ORIGINATING STAFF PERSON: .�C,,,S',�,ri� L-- EXT: u Y 3 ;. DATE REQ. BY:__ O I. --- -- ----- - 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) �❑ BLIG WORKS C4NTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT .��0���(�L,-���ICE AGREEMENT - ❑ MAINTENANC� AGREEMENT I� � � � �C7�0'(3B�AN'DSEKVI�E AGREEMENT ❑ HUMAN SERVICES / CDBG ' ❑ ORDINANCE ❑ CONTRACTAMENDMENT(AG#): ❑ OTHER __..__ f�l SFCT TRITY IDQ�UMENT �E G_BONDRELATEDDOCUMENTS�__--___ ___ ___ _ ❑ RESOLUTION ❑ INTERLQCAL 5. PROJECT NAME: �� _� �%�� ��LJ� 1l�1 l•y �'�c.l I � � V I'C•W y�G��"""""�r� 6. NAME OF CONTRACTOR: (�.{,p hJ I�SSoG.cP1fE5 ��� L ADDRESS: TELEPHONE E,MAIL: FAX: SIGNATURE NAME: TITLE 7 8. 9 EXHIBITS AND ATTAC�IMENTS: E�SCOPE, WORK OR SERVICES �COMPENSATION LN'INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITYTO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENTDATE: rj «.M�-tlQB COMPLETIONDATE: G S'� �� TOTALCOMPENSATION$ � (� �p� (INCLUDEEXPENSESANDSALESTAX,IFANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: �YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ 1�{ �i� IS SALF.S TAX OWED CrJ'S'ES �NO lF YES, $ ____ PAID BY: �ONTRACTOR�CITY � PURCHASING: PLEASECHARGETO: (xj�,— �-rj��� '' ��q 'S���D�4-I_I _ _-- 10. DOCUMENT/CONTRACT REVIEW O PROJECT MANAGER ❑ DIRECTOR � RISK MANAGEMENT (tFAP�t.icr�[�t:r) ❑ LAW INITIAL/ DATE REVIEWED INITIAL/ DATE APPROVED il. COUNCIL.APPROVAL(IFAPPt.�c.�r�it�) COMMITTEEAPPROVALDnTE:_ COUNCILAPPROV:�l.D1TE: 12. CONTRACT SIGNATURE ROUTI NG ❑ SF,NT TO VENDOR/CONTRACT�R DATE SENT: DATE REC'D: ❑ ATTAGH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INIT AL/DATE SIGNED ❑ LAW DEPARTMENT � � ____�P� $ (l) �3 ❑ SIGNATORY ([vUaYOx ox Dixec�ro�) ❑ C1TY CLERK •( • ❑ ASSIGNED AG# AG# ��—� S I -__ _.. _. ❑ SIGNED COPY RETURNED DATE SENT: i� � I•(�J COMMEN"TS: --- S`�O C�a�GS ___ _�►w�. �T�-c� C�$ A� -- 11/9 � CITY OF c�TM �+�� ,�.... Fe d e ra 1 Way 33325 8th Avenue South Federal Way, WA 98003-6325 {253) 835-7000 www c►tyofiederah�ray. com RECErvED JUL 19 2013 pROFESSIONAL SERVICES AGREEMENT u�oau aTSa�o� s, iNC. FOR THIRD PARTY WETLAND/STREAM REVIEW AND EVALUATION This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington Municipal Corporation ("City") and Landau Associates, a consulting firm ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: LANDAU ASSOCIATES, INC: Theresa Turpin, AICP, Associate Planner 950 Pacific Avenue, Suite 515 Tacoma, WA 98402 T: 253-926-2493 F: 253-926-2531 The Parties agree as follows: CTTY OF FEDERAL WAY: Isaac Conlen, Planning Manager 33325 8�' Avenue South Federal Way, WA 98003-6325 T: 253-835-2643 (direct line) F: 253-835-2609 1. �. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services, but in any event no later than June 30, 2015 (`"Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. SF.��,,,t�'-,�. The Contractor shall perform the services more specifically described in Exhibit "A," attached hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its substantiality, or the ease of its discovery. 3. ��,�,�Q�j. 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. Landau Associates, Inc. Professional Services Agreement - 1- July 2012 ` CITY OF ,'�... Federal ' � � �l __' .�_\ Y=�l�C��� CITY HALL W�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffederalwey. com 4.1 o t. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a.rate or method as delineated in Exhibit "B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Pavment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what 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. 1►�l. «I►, I ; � _1. 5.1 Contraator Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunte.ers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. The 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 conctitions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification Landau Associates, Inc. Professional Services Agreement - 2- July 2012 � CITY OF ,� Federal CITY HALL W�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www. aryoffe�deralway. com 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 Citv Indemnification. The City agrees to release, indemnify, defend, and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub-contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 S 'v . The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or ternunation as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. c. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occuning by reason of acts, errors, or omissions of ttre Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contzactor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. 'Fhe City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, the Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "D," and incorporated by this reference. At City's request, the Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If the Contractor's insurance policies are "claims made," the 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. Landau Associates, Inc. Professional Services Agreement - 3- July 2012 � CITY OF � Federal CITY HALL ��33325 8th Avenue South Y Federal Way. WA 98003-6325 (253) 835-7000 www. atyoffederah�ay. com 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. �O_NFID�NTIALITY. All information regarding the City obtained by the 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. �QRK PRODiJ�T. 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 the Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9.: BOgM��� RE�CO_,� The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services 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. �,,,,�I,EPE�E�, CQ�TTRAGTQR. The Parties intend that the Contractor shall be an independent ■ • 1 r�r i r ���. 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. The 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 the 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. ,�,Q,����„OF ,�;�y�T. It is recognized that the Contractor may or will be performing professional services ciuring 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. The Contractor agrees to resolve any such conflicts of interest in favor of the City. The Contractor confirms that the 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. Landau Associates, Mc. Professional Services Agreement - 4- July 2012 CITY OF ,� Federal cir�r Hn�� W�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www c�ryoftederalway. com 12. F ,�, OP�,OR',��I,�;Y, F.�MPI,d,OYER. 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 the Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The 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. � * � ; ;. ' : ��.�'����`�� 13.1 I�tgrpretation and Modification. T'his Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be ei�ective 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 tlus 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 sha11 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 Assi�ment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs, and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 �omnliance 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, a�l City codes, ordinances, resolutions, regulations, rules, standards, and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. L.andau Associates, Inc. Professional Services Agreement - 5- July 2012 ` GTY OF � Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. atyoflederalway. can 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 aze not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements, or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference, or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then the suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington, and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attomey'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, 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 a11 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.) Landau Associates, Inc. Professional Services Agreement - 6- July 2012 � GTY OF ;� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7�0 www. ciryof►ederahvey. can IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Skip Prie , Mayor DATE: � ' � ' ZO I�� LANDAU ASSOCIATES, INC. � � By: � Theresa Turpin, AIC , Associate Planner DATE: ��a a� 13 STATE OF WASHINGTON COUNTY OF �1��C� ) ) ss. ) ATTEST: City Clerk, Carol McNeill , CMC APPROVED AS TO FORM: `�G��� ��tit2��•r.c. �, City Attorney, Patricia A Richazdson On this day personally appeared before me Theresa Turpin, to me known to be the Associate Planner of Landau Associates, Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. `��i���rii.,, ��.�` � R, �T my hand and official seal this o��day of t��y , 2013. `, ����,r,„�,,.,,, Q ' ; ���,Nl.� e�,." : �°v;'� � ;��,L : Notary's signature ��, N,� oA�R..Y " Notary's printed name ��,1 l G(;i11�1 ��D�� �l - = p�g�►G :' �; Notary Public in and for the State of Washington. _ �"' ; c ` Y�,9,��''•°j;1������`'��y►�.` My commission expires �� 1 I� i�01 ln Are �j' ���+ 1�� t,�P�dJ�i1��S\1\ Landau Associates, Inc. Professional Services Agreement - 7- July 2012 CITY OF ,� Federal CITY HALL Way 33325 Sth Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www. atyotlederalway com EXHIBIT "A" SERVICES The Contractor shall provide on-call licensed wetland/stream consulting services to the City, as requested by the City. Upon identification af a project by the City, the Contractor will prepare a Scope of Service and Budget for the project, to be negotiated and agreed to by both parties. Typical services that may be requested under this Agreement include, but are not limited to, the following: 1. Third Party, Wetland/Stream Review. The Contractor will evaluate wetland delineations, analysis reports, mitigation plans, stream evaluation reports, mitigation plans, and similar reports and project plans submitted by applicants for construction projects in the City. The Contractor will evaluate the reports and plans for consistency with the Federal Way Revised Code (FWRC). The Contractor will prepare written evaluations and recommendations. 2. Basic Wetland and Stream Review Service. The Contractor will perform a"Basic" wetland/stream review service as described in City Bulletin #063, attached as Exhibit C. 3. Additional Services as Needed. Additional wetland/stream consulting services in support of City needs. An example would be preparation of a wetland delineation report in support of a City constxuction or road project. Landau Associates, Inc. Pt+ofessional Services Agreement - 8- July 2012 � �ITY OF .:� Federal CITY HALL ��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7080 www. cityof(ederaAvay. com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Thirty Nine Thousand Nine Hundred Ninety Nine and 00/100 Dollars ($39.999.00). 2. Method of Establishing Hourly Rates: The Contactor's hourly rate shall be the rates prescribed in the below fee schedule. Personnel Labor Hourly Rate Principal 190 Senior Associate Associate Senior Senior Project Project Senior Staff Senior CAD Staff/ Senior Technician II CAD / GIS Technician Project Coordinator Assistant / Senior Technician I Technician Snpport Staff 170 155 140 125 117 105 105 89 86 80 78 66 60 Expert professional testimony in court, deposition, declaration, arbitration, or public testimony is charged at 1.5 times the hourly rate. Rates apply to all labor, including overtime. Technical disciplines include: Biologist, Chemist, Engineer, Environmental Planner, Geochemist, Geologist, Hydrogeologist, Hydrologist, Risk Analyst, Scientist. Equipment Field, laboratory and office equipment used in the direct performance of authorized work is charged at unit rates. A rate schedule will be provided on request. Subcontractor Services and Other Ezpenses Subcontractor billing and other project expenses incurred in the direct performance of authorized routine services will normally be charged at a rate of cost plus a twelve percent Eandau Associates, Inc. Professional Services Agreement - 9- July 2012 ` CITY OF � CITY HALL � F� ���� I��y 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 www. cityoffederahvay com (12%) handling charge. A higher handling charge for technical subconsultants and for high-risk field operations may be negotiated on an individual project basis; similarly, a lower handling charge may be negotiated on projects requiring disproportionally high subconsultant involvement. Invoices Invoices for Landau Associates' services will be issued monthly. Interest of 1'/2 percent per month (but not exceeding the maximum rate allowable by law) will be payable on any amounts not paid within 30 days. Term Unless otherwise agreed, Landau Associates reserves the right to make reasonable adjustments to our compensation rates over time (e.g., long-term continuing projects). 3. Basic Wetland Stream Review Service: The Contractor shall perform basic wetland/stream review service (as described in Exhibit "C'� for a flat fee of $1,050. 4. Reimbursable Expenses: The Contractor may submit a voucher or invoice for reimbursable expenses using Table 1, below. Actual cost without mark-up shall be documented. The actual customary and incidental expenses incurred by the Contractor in performing the Services shall include postage, UPS/ FedEx, incidental copy charges, and other reasonable costs; provided however, that such costs shall be deemed reasonable at the City's sole discretion. Any conflict between the above fee schedule and Table 1 shall be resolved in favor of Table 1. Table 1 Reimhurs�hle Cost Mileage Current IRS Rate Reimbursable Ezpenses Actual Cost without Mark-Up Landau As.gociates, Inc. Professional Services Agr�ment - 10 - July 2012 ` CITY OF CITY HALL ..�, Federa I Way �325 8th Avenue Saath • PO Box 9718 Federal Way. WA 98063-9718 (253)835-7000 www. atyof%derahvay com EXHIBIT "C" WETLAND AND STREAM REVIEW BASIC SERVICE The City of Federal Way's consulting wetland and stream scientists can provide a flat fee service to review limited wetland and stream site conditions. A nonrefundable flat fee of $1,050.00 generally provides the following services: • Two hours of wetland or stream study review • Equivalent of a two hour site visit by two scientists • Preparation of a brief inemorandum • Coverage of various reimbursables This service is designed to review existing wetland and stream reports and field verify flagged delineations and ratings on smaller properties. This service is generally limited to properties less than one acre in size with only limited wetland or stream conditions. For properties where no study has been prepared, arrangements can be made to use this service for onsite consultation consistent with the terms listed above. More complex situations or larger properties will require a specific consultant prepared scope of work and cost estimate. When the fee is paid, the city's consultant will contact you to schedule the site visit. --------------------------------------------------------------------------------------------------------------------------- Project Name: Request: Location: Name: Mailing Address: Fee: $1,050.00 Date Paid: Folder #: Parcel #: Phone: Email: Receipt #: _ --------------------------------------------------------------------------------------------------------------------------- I authorize the city to proceed with the above request. Signature: Date: I.andau Associates, Inc. Professional Services Agreement - 11 - July 2012 ` CITY OF , � Federal Way EXHIBIT "D" CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way. WA 98063-9718 (253)835-7000 www atyofl�derahvay. com � � � CERTIFICATE OF UABIUTY INRURANC� °�in��+s 7FMS C6tTIRCATE IS 183t�D AS A MATfER OF liO1WAT10N OlKY AIW I�IIFHt3 NO RIGM78 IRON ifE f:B�TIFlGITE FqLGBZ TI� Cgt11FICAlE DOES NOT AFFRYAIIVELY CR IE6A71YB.Y AYBID. EXTB�ID OR ALT6t 7FE CON6tAGE AFF�OtlDED BY 71E POLICEE B�W. TMS CHtTIRCATE OF l�tANCE DO� NOT CONSTRUTE A CONTRACT �iMICEN TiE �Ki N�IlR�SI. /Uf�O�� �EE91TA7111E OR PRODtK�t. INrD iNE �ICATE HOLDER. : M nr uNiesl. noaw is � v�Yi�) �t b�.naan�d. su �s . subjKt b tla Mw�s and eoM�ons d lir poYCy. eNhM� PoRciK wY nWin an e�nt A�nt on tl�i pN�car do�s not eonhr �qAts b tlr aN�ieab hold� fn Mu of sueh r�ooue�t Conrnettlal LYrcs - (206) 89Z-920D Weis Fargo Y�wraKe Servias US0. Y�t - G UoF ODOBI08 601 UrrOn $Lbet, Si�Re 1900 seane. wa se�oi-��� ,,: � �� �n � r�� rrrwee.: Tra�s tididn+h �pay � �adau A55otla1es. bc. . Unaa+Yrres � Uoyos, Laaon (L) t519�2 M►. Dlnli4 FbE06 p: 130?nd Arenue S EQmaMS, YVA 98010-9129 A TFtl3 IS TO CERTIRY 7H11T TFf PQJCES OF NiSURA1ICE USI'� BaOW NAVE BffN 19SU� TO TF# IItlUNEO NAYED AlOHE POR TME POLICY PHYOD NDICAT�. N0TiM7HSTMIaJG ANY REQUF�/@R. TERM OR COlp1710N � ANY CONfRAGT at dfFBt DOCUMBtf WRM RE9PECT 10 YM�Of Ti6 C.BtT�IC/17E W1Y � ISSI�D pt AIAY PHifNN. THE NSURANCE /1FFOIiD� BY TFE POUI�ES OE� FERBI I8 SUB.ECT TO ALL iFE T6W8. E)OCI.USI0N3 At0 t�lDITIONS OF S1K71 iOL10ES. WIf88FqYNi WY MAVE BE6i REOUC� BV PND t�.AM3. tt�[ Cf U�1RA1�C! /111N1 �� 1pl,m0 A���� 6802587L776 07/01113 07/01lU �� f x cur�t+�r�u�eam, s +sao.me �.�,�.,� o � �� �. , ,..�. 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SeE AM� EndOrsdnent Fonns. ay a Fea�r�r way A�1: R4GiHC COIrEII �2J 8di A1IPJMIC SOIYI Federal 1May. WA 98003-6325 7he IV(ARD nams an0 byo se n�Yno AOORD 25I��) p..e.�a..r��...awsw a1101R.DAtl1IOfT11lA�OYt ONC�!!�l0�1Ca E CAIN�L�M�OIIi Ti� O�RAIfON O�lt 71e1l01�. NOIIC! 11MLL �E OdJY■1� M A�CCImAMfXwRN 11� IOLIGrlRd1/N10NR / � Landau Associates, Inc. Professional Services Agreement - 12 - July 2012 CITY OF ,'.�;., Federal 680Qa87U16 CITY HALL ��� 33325 8th Avenue South • PO Box 9718 Federal Way. WA 98063-9718 (253) 835-7000 wwwuryoflederalwaycom .«�.... :•� _ c' _ _ 1�/ ��ss E�oc�s��r c�rwu��i Tr� PoucY. �.��►s� �►i rr c�ue.i.Y. OTlfER IN:�URANC� — ADDITIONAL INSUR�DS ThI. «don.m.rk �nodMs i�r.i,o. orald.o urb.. w. i�o�owr� OOMI�IlCUI.O�lE1t/�1. LIAML!'fY � PART ...+..: :._.. COMNNERd/►L GEIrERAI. LUI�N.IT'1I CONDtT10W.S �anMnd�d � foMcw� �. (OIA�► �ww� is 1. The lo�o�wYp is add�d b ranpnph a. Iti'M�wy � z Ho�w� M Ya+ �P�pNY apr'ss h a w�iMsn con- trac! or vNNbn ap�n+a+t tlat �s k�unr�os pro- vid� b rn ad�onal kwtrrd u�d�r Ws Cawwsp� rart mu�t appy an a q�ry bMis. cr s prinr�► and na►�conaieulory b�Ns. w. r,s�r- ana f� p►Inwy b o�► iraurano� �t is avai- abk b suah addi�orwl iaursd wttM� cowrs wfi additlornl inws�d as a�rrNd inwnd, arK! w� wiM rat sl�rr wNh 1Mt o!� Nau�erios. Pro'vidsd � a. Th� 'bodlr M�jury' or "�ra�rty dnr�' ior wFi�h oowrap� fs soupl�t ocarr and � �. Ths'prroonM M� a'adweiMnO i�uY b► wf�ioh co�w►ap� is souplt riws out d�n a� lorw coi��d s��bwquwM b� si�Mq �nd �wc�Mon d 1h�R ooneract a apn�+t dp Yc� Tn. nr,e s��ew•o�+ t�f a�•vN+ k d. o... � i.0.ano .�r oM�r pin�rr ir} suana svaMl�N b �ou N �lN�l. 'R» iorowlrg is add�d b Pata�Mph r. !�s 1� a� �n ad�ionel subp�rapa�h utilw s��•a+rx Th�t is a�vai�le b rN i�rw! wlMn � MiawA � acldsd as an atl�Ioml �d u�dK an�► a�► P�f�. �D � u�bnNl� or �ows polk.y. Reference: Third party weUand/stream review and evaluation City of Federal Way is Additional Insured on all above polcies exoept for Workers Compensation and Professional Liability wfien required by written contract as r�spect their interest in the operations of the Named Insured. Landau Associates, Inc. Professional Services Agreement - 13 - July 2012 CITY OF �... Federal CITY HALL W�� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www. cityotlederaM�y. com COhq�RCIAL AUTO TNI3 ENDORSlMENT CHAN�iEB THE POLICY. PLEASE READ IT CARERILLY. AUTO �OVERAGE PLUS ENDQRSEM�NT ��«������n��� Bus�ESS Auro co�r�ac� w� WIM� ro�eat to oo�ver�eoe p�artded by ��s endo►ae- rtMnt, tl�e ptovtalons of ihs Cave�e Form appiy w�less mod'�ed by ths �ndorsemen� A. P�t80NAL EFF6�CTS C01fERAAE �ECTION pl — MIYSICAL DAW►�tE COVER- A�, A. Covan�e, 4. Co�� Ext�nions is amer�ded by adding the foNowin� F�rsonet El1eeN Co�►era� we wiN pay up to SI00 tor 'loss" b wsarin9 �P- p�el and at�er personel M'feds wMch ere: (1) awned by � Nrm�rred' : and (2� in or on yar oavered "euto'; in the avent a� e lo�l theR "laas` 01 ybur cov�ed '"BUiO". No dedtkdbbs apply to Pe�sonal EAects Cover- age. d. AUTO LOAN LEA�Q OAP COVERAOE �GTION Ill — PHYS�AL DAYAGE COYER- AGE� A. Cowra�, 4. Cav�rs�e Ext�slons is amended by adding the foNowing: M�o Loan L,Na Gp� Cov��go fa Privatt Psssaper Typ� V�hichs Ift IFM� EVeI'1� d S�O�I 'IpS3" �D s COYCr�d "aU10" Of � P�� P�9� h►Pe aha�un in �►e Schedule a� Dedereti�ans for which Phyaical Demege Cav- er� is provided, wo wiM pay arry unpaid amaunt � on tl�e bate or lo� br such covered "a�o' less tl�e fdlawir�p: (1) The amount pdd uMet tbe Phyaicsl Demaga Caroroge Sec�on ai �e poNcy ia ihet �auto~� and �� � (s) Ovendue IeaeeNoan paymen� et the dme of � "t�s': (b) Rn�l perielli�s �nposed under a laa� fw �ccesoivQ u�. abna�wl w�r and be� a higA roibsg« k) �Y � not rot�sned by ihe I�a- sa; � D. (� coats to► exlsnded warra�es, caroak uro Ir�urerK�. Heallh, Af�oidertt C► OMe6�Mty Insutanco p�ed wilhh fkw iwn ar iess� �nd %1 Ca�ry-ww bala�s fram prwious lasns � Ieaa�. CO'VERAtiE EXTEN�IOt�! — AUDIO;, VbUAL AND DATA ELECTROI�NC E{ZtlPM�fT IrOri' D!lsIONED iOL�LY fOR TME PRODUCTION Of SOUND aECT10N IU — NIYSlCAL D�AYA�OE CO'YER- AOE, B. E�cdutlons. eocception Ps�aOraph s. �o e�tduaions �,a � 4.d ia delebd sr�d repMced with �e taNcwfny: a Equipment and aoc�seso►fes ueed wMh sudt BQUI�111911f. i�(t�� �. f600ff�6 Of d8C8. pr�vidod suct� aquipnwrrt is �1y in- staded in the owand 'aub" at 1M tirr� d tl» "loas" ar is romo�vable trom s ha�nM�g uMt which fa permer�e�tly ir►�eled h the ooMered "autd at th� tlme d tl�e "bes�. �d euoA equipment is d�nod b be �aiely oPemted by t�se d 1hf powet irom tl►e •auto's' el�ctri- cel system. M or upon Ihe oovared "auto', or w� oF oEOUCne� - c�.�►ss SECTION IN — PHYSICAL DA�/AQE COVER- 11ti1� D. D�ductlbM is emerided by addYq tl�e fdbwing: No dedudible tor a carered 'auto' wNi apply to gls�s d�mage if. the glass is r�pa'aod rattrer ihan �- E. HIRED /1UT0 PHYSICAL DAMAOE CONEIt- AGE sEC�rioh � - �nrsicw� aw� carEa- AGBs� A. Cawrp�, 4. CovusN LxMnsiens is amended by �dding tlw taNawM� Fllr�d AWo PF�kai Ds� Cav�n� Exbn' slon � hired "�uios' at� oovw�d 'a1�tolt' fa t�abMty . Covarage and ihis poic�► a�w pa+kN: Phy�l Demage Ca►erage icr � o�wried •aido'� then the CA T� 20 il O6 Indudee Mie oov�ripl�d mele�tsl d h�enoe SerW�s OQoe. rro. wNA Iis v�k�bn. MnM�de� iMe oopyriphtad matarfai d The 9L Paul Travetus Canpeni�s, in¢ �s�az Landau Associates, Inc. Professional Services Agreement - 14 - JWy 2012 tITY OF �.. Federal GOMMERCIAL Alll"O CITY HALL ��� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 www. atyoffederalway com Phy�s�l Oama� Cww�ae9e is eoctsn�d to `autos" that yau f�ire, rent ar barow subjed to t� toNawing: (1 j The most we wi� pa�► For'loa�' in ary a�e •ac�denl" to a h�ned, rerrted or barrawed `atdo' is the Ie�et �: t•) S6o.000; (b) The aduel caah vdue �of tlie dam- aqed ar stden prope'ty as ot the dme af the 'loss"� or (c) The co�t of rapairin� or r�i$dng the dart�ged or s�den prop�ty with ott�' propeity d like kind �d quaity. t2j An aajustn,ent k+� depreciatio� and physical cooditbn wi� be t�ds in de�r- mir�ng actual c�h va�ue in the event d a bEa! "bss'. (3) If a repair or repiac�nent results in better than I�Ce Mdnd or quatily, wa witl not pay �or t�e amount d betterment. (4j A tleduct�le equei Ea the t�igtteat Physic�i Damaye deductlble epplk;eble � anY Own6d CQV6red'at�o". (S} This Cavera9e Extenslon does rwt apply to: (a) Any'aut0' ihat is hired� renbad or ba� ro�nredwiU► a driver, a ro� /�1y �8tJt0� 1h8t � hlt9d. f6Tlt8i� 0� bOf- rowad from Your �emPbYee". F. BLANKET WAIVER OF SUBROdAT10N 3ECTION IV — BUSINESS AUTO CANQITION3, A. Losa Co�dNions, S. Tranafer Ot Righta Of Recavery A�sinat Others Ta Ua is deleted and replaced by the foilowing: 3. Tranctar Of iti�ls Ot Reccv�ry Ayainst Others To Us We waive a+�ty r'aght o� recovery we may havo �98� �Y Pa►�n ar argeu►ixatior► to the ex- lent ►eqt�ed d ycNi by e rrfrii9n o0�t�t �ota� c�d prior � any '"acddent" ar 1ae"� P� vided that tl�a "�cc�deM` or "kra' arir� cut cf ihe apa�+iJ«�s oonten�iated by auch oon- o�a. The �ver e�lres on y to a,e oerao� a organizatian ae6lgneted in sud� contrad. a. s�r �ccima�uu. Msure� 8ECT1�1 N— LJA�L.ITY COYERAG�, D� A.1. Wta Is M �nsw�d„ Pa�apraph a Is atnended by adding the following: �Y P�� or organiza/ion that you are required Eo induck e�s sn adc�tional insured on ihis Cover- age Fam in n wiitlen contred or agroeme� thet is �ed arxi exeauted by you be(ore tl�e "bodlY injury" cx'property d�rtuige" oc�urs and thet i� in elfed durmg the poicy p�riod is an "ktiwrod' far Lfebil'ity Coverege, but aNy for demsges to wNdt this Instrance a�plfes and cx�y to the eotient fh� person or organizaibn quaN�es as an "kw�ued" under the Who Is An tnsurod prov�ion oontained in Sedian II. H. EYPLOYEE HM2ED AUT05 SECTION w— LNBILtTY COVERAtiE. A Co�t� eraqe� 1. VYho Is An Inaured is emended by ad� ing the fdbwinq: An "empMyBe' of yCUrs is an 'lneured" Yvh18 0� eratk�g an'auto' Mred or reMsd under a t�ntrad or agreement in. that "empto�yee�'s' rrame. vriih y«� ��, wm� ��o a�s r�ad t� the canduct d yau busineas. 1. COVERA6E EXTENSION—TRAILERS SECTION t— COVEAED AUT03� C. Cee� Trailero� Aloblle Equfpmsnt snd T�tnpoe�y Substltut� Autos. Para9raph 1. � dele�ed and replaced by tfie �Oliowing: 1. 'Traie�" with a bad' c�p�ary af 3,000 paunds or kss dasig�ed prirnarilyr far Uarval on public roada. Landau Associates, Inc. Professional Services Agreement - 15 - July 2012 ` CITY OF � Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www. utyof%derahvay com CUI�NIAERCiAL GENERAL LIABiLfTY 7H1� ENDORrtEML�NT CMAN(iE8 THE �OLICY. PlEA3E READ iT CAREFIJU.Y. AR�HI7ECTS, ENGINEERS AND SUR1/EYQR3 XTEND ENDORSEMEN'T m� �m� � w�,r�ce �►�ea una�ab raro�: co�tcuu. c�� �u�uaiu�nr cov�oE p�rrr �NI�IAL. DE�CR�110N Of CO�VERA�AE Ptnvisions 11. — T. ard V. of ffib e�� bvrclen oo�verps. Provisions U. and W. of ihts ando�ae�e� may Hmit covenpe. TM foMowf�p U�inp is s��nvrM oo�ve�aq� a�cxr�ion oMy. wramno� � ex�s �nr �Y b tn� ro�►�.a�a. �a an a� rRCwa�oNS a�s endorseme� caretk�r to dstermfis rigt�. dutles, rnd what is and is not cavered. A. Bcqadened Narnsd insur'ad 11. lnddentai Mediaal MNpcac#ice C. Re�eonabie Ro�ce — 8od�r Injary Or Property � D. Nwr.Ow�ed WatemreR — inaneased 7o Up To 7a feM E. Abt�rslt t�lsttarod Wfflt Ctew R. �xtet�aion Ot Cover:ge — Dam�ge To Premiaes ReMed To You 0. Malloious Prosscudon — Exr.epUon To Knowhp Vi�atforl Ot` RigF�ts Of Anoiher E�odusion H. Medic�el PsymerMS Li�nR 1: tnaessed 8upplerr+eriEary Pnymer� J. AddRtonat I�ured — Owner. Ali�r�aper Or Lessnr Ot P� K. Additionai inswad — l.essor Of Laased Equfpment l.. Addl�al ir►eureti — 8ta�te Oi' Poltlical S�dEvl- s(oris -- Permits Rslatlnq To P� • M. Additfonel Ins�ed - 8tats Or'Political Subdh�- s�Ons — Pertnits Relatlnp To Operaiions PROV'I�ION� , a ��o w��o �sw�a 1. The Nwned Insured in (tem 1. of the Com- mat PoliGy Deds�ntions �s atmended as fol- lovrs: The psr�on or aroanization nsm�l in �em 1. of tlw Common PoNcY Ewdaratbns and my w�at�ization, dher thaa a perinsrshlp. piM venax�e, �mlted �Iabil�r compsny �r wsc� of v�A�Clt you are the aole o�wnet ur M whiofi you me�tain the cnaJority �rsh� interest on the ePfec�ive da�e of the poYc�r. Flowevet. l�CO D3 7! OY 07 I�L AddlNo�tel h�ed — Ard�leot, E�x Or Su�vepor 0. Wno Is An Insu�sd — Newly Acq�'ed Or �amed O�pNZMtons �. wtw b,� �Mursd — lln�an+sd P.An«sn� or Jdnt Venturo — Ex�ces� Q. Per Project �ene�al ApQroy� L�nit R. Knowleclps Md Notice Ot Oa�rtence Or Offensa i. UMr�tetqional�Omiasia► T. WaWer Ot Ttens(er OI Rqhb Of Recovery Aqsinst Otttera To Us When Rsquired B�I CoR- hlld OrAplssment u. �menaed eoaar �,�ur�r oenr�on v. Ame�asa Msurea conlrsa osrtnRion — R�Nroaa :.. E�sarneal W. Amended Propwt�► Damepe �— Ta�qible Pmperty X. Addl�at Oelinitioa — Gonlract or A�yrosms� Requkinp �surancs co�nerape ror suy such �� aqaMzalo� wfR as�e as af the dats, H ar�r. duciriD ti►e pW{c�r p�iod� th�t you no laper ufe me sob ownsr ot, or maintain ths �+n�prily ovmerahip . iMero� �. euch orpenizatlon. 2. Thb Praviafon �1. does noR apPh �� P�` son or o�eini�iior► for vrl�ich oonrsnge b e� deded by anolher endorasment to thfs Cow � �. �. Iti10EDENTAL M�DICAi. AA/IL►RIbCTIC,� 1. The ioNowlnp ta addad to psnipraph 1. I�w iny A�n�rt of COMffRA<iE A�ODILY 0 2D07 7T� Trerrei^s Camp�nMr, ka. Pape 1 M � Landau Associates, Inc. Professional Services Agr�ment - 16 - July 2012 CITY OF �.,., Federal Way coM�c�. aa�� unB��� nr _. a� �.a� � �uwnr �wc �err o�►wu►o� u- �rrY �+ co���s �s.eaoa � 'Dod�y tnjury" uisin0 out of the rendedrq of. ar fNk�e to r+ender, "ft�st aid' or •c3ood 8s- ms� senrices" io a persot�� oiher ihen s Co-��iltplOylQ" Oi 'VO�tHitaei W01k91°. YYi:� bE deelr�ed b be C�uasd by an "oxwreltce". For Me purpoaes M determit�+p Ihe appNos- bN IMats of Wtisurar�e, any ect or ort�isston topet�er wMl► dl rolated aats or �nissiotia in the f�nis#drq ot ihe eeMc�s to a�y o� per- son v�lt be deemed one "acaerence•. �. /�s used in tl�is Pro�risfon t�.: � � a. "F&st aid' msans me�l or nurakg ser- vioe: bbatmet� advice or i�a�uGiar the rslMsd f�rniahhp o( tood or beverepes; Me h�misMr�p ot di�e�fr�p M drup� or medicsl supplies ar appitatu�es; b. "Oood 3amaKlt�n s�vices" mearre those �risdk.ai seTVfoss rendered or provlded Nt an eme�perwy and ror whk� no renw- nst�stidt is d�nanded or teoelved. P�rapraph 2�.(l�d� of WFIO 18 /1N Nr- Bt�tEp (�ction p� dos� nct apply M atty ol your'e�by�", who are rat employed aa a dador or nwae bY You� 1wt onlY +a�e Per� fom�inp the servkxa deactibed In Parapraph 1. atbuve arld v�ile aatlnD wltlt� Ure soops of thslr emP�ayment b�r rou. AnY such �er�loY- est" re�tinD `(iood 9a�nat�an servkxs" v�IN be d�smed to ba ading w�hin tDe scupe of tMir ompbl�ne� bY ya+• Tt� Mllowinp axdusion is addsd to Para- WaOh t Exctusio�s d' CtWf�iE A SOD- II.Y MIJURY MiD rROPERT1f DAMADE LJ1�i1L17Y in COVERAAE� (i�ctlem q: �tla o1 Pharmac�utkak '��h► ��` � ~f�p�'�y defneQa� ari� inQ out of the wNiful vblatlon d' a p�i stelute or ordM�ance retalirq to the sa�a of phanr�aaeutio�s conxn�ted by or wNh tiie knowlecipe or c�r�seM o1 ths insu�d. �. The insuranae pro�rkied by this Provtsio� !!. shaA be e�a�ss over �y vaNd and oollsdibls otl�er insura�os avaNaMe to tl�e insurod, wheq�er prlmary, e�ooess, coMinpeM or on any oitrer basi8. e�tCep1 tor it�atxance pur- du+a�d sPadflcaN�r bq Yw+ to appy► in sxceas ot ttte I.imlts of Inauranca shown In the Dedt nlidns !or Ihis Covsrage Part. p.ne7aa CITY HALL 33325 Sth Avenue South • PO Box 9718 Federal Way. WA 98063-9718 (253) 835-7000 www. atyot(ederahvay. com C. REAiONA�L.E I�ORCE — dOO1L.Y M�IJWIY OR Pno�rerr o�tw►oE The �y.aw or a�nd.� Mjary �xdueion in P�h 2. ExeN�sf�ns ot COVlItApE A BVDII.Y INJURY MRi PRO�ERTY DAM�R� t.U►Si1.rT1f tn �OwERlkti� �s�oli�+ q is de- leied �Id f9pht�tll�r 1h! f0110VYk'p: Exp�cbd or MM�d�d 1njw�r or D�n� "�tNY Mjury" or'prope�r damaQ�' e�ec�d ot iMendse t�an the star�dpoMt of ths k�ed. rnia eocduwon doea not �pg► to "bodiy inpr�' or "proPeA�► de�pe' �n0 trom ths use at ns- soneble eares eo proNa an�r peraon or pro�erty. D NON-O'MMED YrV1TERCR/IFT — INCRFJ1f� TO UP TO 7i FEET 1. The eoa,bptlon oot�iN»d in S�p�tapnpb � oI iAs AM'u�lt� /1� O► � E�achr aion in 2. E�elu�ioes oi Ca1/ERAA� A �OdLY IN.1{!RY AI� P'RO�1lTY O�AM- � u�w.rrY a� ca�uc,�s ts.a� n ts delateA aIM replaoed by the foqoMAnp: (Z} A wirlsnxalt you do not o�wn tltat b: (a) t.ess �t 75 hM lap; snd (�j Not b�inp used to c�l pe�ons ot ProD�IY tor p cMu'0�; L Only es eeepec� N+s �sepw�oe provided b!I this Pr+avisbn D.. WI�O � AN N�D p.�oa.� n) is .mena.a to �r�a as .n in- suted �nI► patson who, with �ro�a' e�tpt�ed or Mrpied oc�nsMt, sRhe� uses or b tespoe►� sible ta the use of ths waterc.�aiL 3. 'ihe insia�ance provMed br 8�is Prvvision D. shaN be e�coess over any valid am! collecUbts o� ktittKSK►ce ava�abb W ttle h�aurod. �� P��Y� excess, cantkpsnt or on arry otl�s� be�is� exoept for k�st�cs Pur- d►�asd speaitk�MY bp You to spph► in eocc�us 01 Me Lhr�s d Msura� slwwn in ths Dsols- raiions tor this Caverape Patt. E ANtCRAfTC1iARTE1�DlMiHCREW 1. The foNowirq is adrlvd to tM exoeptbns eon- tiai�wd M i1w Airtnft. AuOo Or NlaMrefalR Exciwio� in Parapraph L�sions o! COY�ltAti� A �Y WJtlRY AND �ERTY DAMADE LIABN.ITIf M CO�i/- Qu►o�s ts.ction n: I►irc�'a1t chMersd wWt usvv� inciudinD e P�. tb at�Y insursd. O zoart tn. Trsw�s comp.�+�., ra. CODiTlNq Landau Associates, Inc. Professional Services Agreement - 17 - July 2012 GITY OF ,.� Federal Z. �. ;.*. CITY HALL W�� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www. atyoftederalway com Thb Ptovision E. does nat appgr tf ihe dt�wr- te�+ed s�trcralt is ovrned Dy atr�t lr�urod, ibe is�anoe provided by tt�s Provision L. S� bA �tGaiS OVef AfFy Vdid 8fld OONBd�ie ott�' In�uanc� aV�tab�b to tt19 itlsured, VYl19l1111f ptN11�� 6�. �Al�t� Qf Otl any oEher b�is, e�a�spt fw insura�xs ptH chased sps�cal�► bY Yar+ to sppy � e�axss of th� UmNs of ir►s�a�anos afio+Nr� In the Dec1a- �ati0�s fur fhb Cove�'a�ps Psrt. _� •�. r� hr �. .t�. • 1.�. i . �:I�_:}. 6 ! ! 1. Ths iset p�pra�h o( COVERAOE A�OD- ILY IN`N1RY AND M�tTY Q�A�AA�iE UIWI.iTY i� CONlRAOp (sNellon i� i� dsl�bd and repiaoed by ih�t fo�p: ExalusTons e. M�+uuuph n. do not apply to dact� epe W premiees whNs rer�tad to yau. or tam- Pora�r oocupied bf► �OU w�h permission ot the ownrr. cwsed t�g►: a. FIr'e; b. �xplagioit: � �N�D� d. Srr�ok9 �esuldrq irom such tire. exp1�- sion, or lipt�fMMnq; or s. WaMr. A sep�rate NmN vt k�ancs applias ta �is ccvereps As deawq�ed in UMITa C1/ IN- au� t� �1� 2. ihe M�atwe under this Pt�viston F. does not appy► M dsrttape to premises whRe reMed to you. or tempot�uly► oxwpled b�r yau wi� permt�sion of the ovrrisr. caused by: a. Rupturo� bu�atMp. or oPe�ation of P►'es- stme rellef devioes; b. Rupturo or p�a� due ta expension or saretifnp M ti�e oo� of any buMdMp or sbtxturo. caused ty or ro�irp irom wa- ter; ar e. �fon of �t bo�, steam pipes� ste�n enpkbs, «�e�n t�afiinea. s. Peraptaph 6. of L.NYMTS t�F iNSURANCf_ j�n Nlj is dsleted and repsced by the to�owinp: 3ubject to !. ab4ve, tha Wxnepe To Pren�- isss ReMed 7o You Lirnit is Me moet we wiN p�y uMer Cov�pA A tor 1f1e sum of s� a�pse bsaN,ss of "propetty clan�spe• to CO D� 7f N 07 CCyMM�RRClAL t3ENERAI LIABiUTY sny onl� prert� vdlMir r�MaA �o yOY. q' temporer�r oxuPisd br �ou w� v�� of ihe ownet, t�ussd bY fi�*; vxplaeion� �ipht- Nn4; smoke resul�g frart st�d� flte� sxpb- bb11� Of �Ig�: Of' VYA�ET. �M �I1�Qe t0 P�ea Rerrted To You U�nit wia apply to �M "a�nr � �►�► caeaed bi 111e aaltle 'oaourr+er3oe", vrinthsr wah tlafn- ape r+esuMa from: ri+e� sycploaion: fipHpn� a�wke reauMinp frvm suoh 1M, �ocqo�tan, or ,p,p/��ian_p; or w�isr, or any combkatfon ot amr VI N1�O� .�i�. The Darr�ps To Pnmie�s Rsnl�d To You LMr�t wi� ba Me fAphK a�: a. :1,000.000: ot b. The arrwunt �fww� for tite Demps To Fremiass Re�tad To Yoa I.ImR ln �s Dec�Mio�s br ttds Co�ret� Part. 4. Psra�ph s. of tM dsflMUat of "inwnd con- t�ad" ir1 DIE�INITION� �elfon 1h b d�N1ed aieb roplsosd bY th� foNoMM�p: a. A� for a la� d pna�s. HoMr avex, thet poMor► W 1� ooMrsd Ibr a ls�as of pt+embes lMt Nidm�ia �rry ps�on or o�eni�Mio� br d�en�pe � p�+ernbes v�ItNs �enE�d ter you, or tempo- rerilY oCGipied bY J�ou v� Pert+�lon ot the omrier� aM�ed by: An; exploaion: �iphddrrW� smoke �ullYq lrom suah fIR, explo�fon. a' �tb�h►�: or w�atar is nol an °ir�nree �n�d•; 6. Thla ProvWon F. does oot �I�► if oo�ve�ape for Oama�e To Pre�es �nted To You oi COV�tAA� A iOD�.Y qidURY NW ►ROPER7Y �AMA1i� LI/I�.iiY k1 COV- lRAtilE� (�tion 1) b aocdud�! by enaM�er endotserrt�rd to this Cov��'�gt I�t. 6. �A�I�.ICIOtls PRO�CIJTK�1�1— �E�TI01�I TO KNOINNN3 VIOI.ATtON til� RI�MT: W� AN- OTHER EXCLU�ION 1be bNowU�p is �dded to tl� K�� V�olMfon a �a or Moa.r �on �, s �+- �ons a cav�►o� s �aeso� �Y, IIt�VMt71i� N�l.lURY AND HM!/ iiR IN- JURY LIAOIUTY of the WEr XrlNI! UAWLITY EndorsaYwM: Tt�is �ott does not a�py► !o "p�roo�a11 NtJury" c�wsd b�t mNidous D�v�aallon• O 200r1 Ytn Tr�l�n con�, ir�e. Pa�t3 of e a� Landau Associates, Inc. Professional Services Agreement - 18 - July 2012 CITY QF ,'�., Federai Way COMMERCiAL GENERAL LIA816lTY H. ML�dCAL PAYI�lTa UMIT The Medicat Expemse LM^nk sh�wr► in tla Dec�axa- tions fot q�s Cova�ape PaR la Incroased to =10,000. �. arc�e�u at�vta��anr P�►ir�rrrs Paraprapl� 1.b. and 1.d. of sUPPLEMENTARY PAYMEMR — COVE1:ARiE: A ANL/ � M�1l- �tAt;Em (�tion 1� ero anr�nded sa �opo�: 1. In P'aragrapA 1J., the amoix�t ws wip p�y'for Me ooel af bafl borKla k inuaaeed to �ZS00. 1 In Psrapraph 1.r., ttaa ur�ouri! ws will p�y for loss ot eaMr�gs is ir�ased to i�00 A day. J. ADDR�NAL IMiI� — ONVN�R� t�11NA�R dR LESSOR OR 1�1t��i 1. YYNO M AN Mit�tEO �3�ctfoo ln ic emetxlsd to McEud+r as �n �swed: Any persnn or orq�tnlzeqo4t thN you have s�ed In a contrsot or eae�ment to h�dude ae en ac�ditfonet ir�ed on this Cove�ap+� p�t, buG . �. Ony with roapecc;t to �sbitRy �for{'bodN�► � J�i � NI^`�"'� �� YIAI � « 'hpfsOf181 NI�lNy" CiU09d by �(1 01%11Ss �oonKnitled, aRsr �rou t�va entered fita thst contract w a�eKrtieet; ar►d b. Ordy 'rf tha 'bodiy k�jury", °pr�e�1�► dam- age• or "personAt �Jury" � c�a�sed. in whole oi' in pa�l. by aaa w' oiNssior�s ot You a' atry Pe�n or o�gantzalia+ per�' fofminp ppera�ions o� Yotx beAalf. �d arises oW d th� ow�eisND, maiManance or usa of Up� pwt ot am► premiaes leased fo you urtder Mat t�ntract or apoaerneid. 2. •17�e insuranoe prmrid�d to such add�ional ineured under thls Provision J. ia su�jed to Me to0o�+brq pro�foes: s. The �mNs of insuranc;a efforded to sUCh additional insured shap be the lmits which you ayraed 6o provids M the von- trad oc �ra�n�. or the Ikn3ta shcwn in tlts Ded�tiotls tor thb Covsr�e Piat� wl�chever sts less; �d b. The irwunr�ce afforded to auch ad�tionel insured does rbt app��t to: Nl � "buodHy �njury" or "proPertYj �dam- � �~ �il�l Vww�i/ N M� YII�'J c�uaed by an offinse c�ommitted, ai- tar you cease to be a ienant in thal �� Pape 4 of 8 oe�ar CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 www. utyoflederalway com tz) �^Y �urei slMretio�, naw «�nn- strudbn or �brrloifti011 nps�o� P� �Y or on bshaM w aud� ed�lfotwl ins�xed; w pf An�+ promises ror whicl� oovan� h exc�udea gr an�er e�ndorsen�w�t m U�s Coverspe Part. �. Thfa Plovhbn J. does not �ply on a�1y b�s to �y peroon or oro.nize�on ior v�hbh rsoverapa as an eddtlo�r Inwnd �peciftqllyr is edded by �otl�x ee- dorsement to Miis Covetap� PM. K. /10Di110�1AL INil1RED — LE�ft11E Of I.EJI6ED Ei�tlIPMIEI�IT 1. YllilO #i AN N�sl1RED (��s�ow � is amsndsd b induds .ss an Misure� AnY pw�on or oryanization tMt you Mve aqteed in a cotMrsat a' �prssnMnt b k�Mids as r1 �ddNbnM i�e�d on lhis Covaape PaR, !x� � b. O�y with rosped i� Yabl�ly ior "bodi�► M' jury" a"ProPe�t�► darnepe" ttnt oe�c�s. or ��pe�oyn�e�i inj�u,`ry_"_ asuae`d_ .b�y �n oife�ry� {�y��,�µW� i��W � IK�V � Ad Efist oonirod a egrsemsn� ead O�IIy �f 111! "bOdiy h1jlNy'�'p'Op�Ay dMt1- ape• or "pe�aaeal injury' is �d� M whals or in psrt. by► ac� or omTealons M Y«� a�+i Pe�+ a� P•� tanNnD ope►aUons on yos� bNwf� in ths mak�len�a, oporaUal Ot ues ot squip� ment b�sed to you by aucA add�fotal hr aursd. i The k�st�noe Prowded to audl �Olpd ine�und undsr �1s Ptavision K. ie au�eot to the toNowinp provisior►s: a. � 'rhe Nmib of inautanoe affoeded to auoh eddlti� k�ae�red shaM be ths ip�s wfadti you pised to provid� In tt�-oon- Erad or a�ssment� or U!s N�nNs ahovN� in the Ded� for this Cav�'r� P�rt� v�Atic�ievec a�s isss; and The lr�sutanas alford�d ti0 such Adc�onM Ittetued dws not �pply: t�) Tc a�r °aod�► M►juM � "P�r deenspe" t�t oocura, or'1pe�l ln- jury" eaus�/ �b�► ar► ofle�ae cocr�n+it» i�� B�9f uR 9QL1� � �JC pirss; or O 2arr'�h. Tia�l.rr Coaip�s, Mo. CO Di 7'� N f'f Landau Associates, Inc. Professional Services Agreement - 19 - July 2012 CITY OF , �.... Federal �- CITY HALL W�� 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253}835-7000 www. ciryoBederahvay. com {� tf tfls sqaipmetrt is leased w�l► e� opet�tot. 3. T'hk Ptoviaion K dws nol t�eply on atry basis io any p�rson a orgar�talion ior which cov- arags as an addNbnal insurvd spsdflcalh► b added by �iotitet � to this Cov- sr�ps Pirt. t» ADOrf10NAL MIltM� — sTATE OR POLITI- c�u suson+isaNS - �wTS r�urNar TO l�REMItE3 The ivilawinp i� Added to Parsgraph t of WFW � AN N�qtIRE� (f+�c�on Ily to indude ss m insu►ed: �1n�t staN a� poNlicd �bdivl�ion tltat h�s iasued � perrnR in com��ion with piemises a��ed or oo- c�ed #�►. or rsM«! a toaned 6a, you, bu! onh► w�h res�d to `bodiY ��1�'Y�. �ProP�Y ��"� "personal inj�aY or "advertisirq bjury' arisMp oue o! tlte eocistance. o�wneah�, usa� maintei�ence. repA�. cor�in�fon, eroatfon or removal ot sd►rer- tisinp a��s, awninps, eerwpes. ceilar eM�ces, c�oa� notes, d�ive�vsya. msnnoles, rr�arque�e, noist aw�ay opsninps, sidewetlk veul�, elevalors, stroet bfmners or deoora�fons tor whkA tt►aR stats or poiitket sebdivtsiotl has �eued sudl pstm�, M. /IODIYiONAt. tNWRED — sTATE OR MOUT!- CAL 5tl�DIVIiIONS — PERMIT� RELAT11�Ki TO OP�RATK7lis 7'he tOfloN�la b eddsd � Pefspraph Z. Of WNO 18 M! M13tlRED (8eetlon !I) to indude ss � ir�: My stste oF pdidc�l auDdfvi.Mon that has isel�red a pennit. but only wkH respect to •6a�Y tiI��Y", "i�P�Y d�"� "P� �I�Y' a "adverti�- i�q b�y" ari�ng, a�t of operatbns perlorn�ad by you or on your' bsfiai fa' vrhich tttai ats�e or po- qtk�I eubdivision hais isswed sucfi patmll. Hov+f ever� rro �ualt stale a poNtk�l subdivt�ton is en tnsured !w: 1. "Bodliy injury", "ProPKty damape". "De�onal It1� Of' '8dvA1t� ifl�ltjr 81'�BitIQ Otd Of oP�'�� P�'►fo�med toc that stste or poiitical subdhrfaion; or Z"8o�y 6t�uy'" a"ptop�e�ty datnape" 4�chxled w!G►M the "produc#s — oomptelad aperatbns ftBZ�Hb". C�WTlM�T �t?iNMERCIAL (�NERAL 1IA81UlY N. M'!OI'fi0�. M�UREO — ARCi#TECT, ENGI- I�ER OR �Y�OR j 1. The folbwin0 �+�kbd to Peu�p[�ph !. of YllilO Id AN M:tJRED (�atlen Nj to includs � an ���red: Any a�chiisct, en�tt�r a surveYa �0� py or tor yoa tMR �rou spres in s"owitraot or a�rsen�snt roquirina p�urenca� b Y�ckid� sa an �dditionsl insured at tlds Coverape Pert, but onty wrih reapec�t to �t f� "bodMy � j�Y'. "p��f► danepe" or "P�rsoral 1n1urY" tlpd I.s owsed� N� whol� or i1 peMt, b�t � or oeni�lons o�f ycu or an�y P«�on or oryea�a- tlon �ctirq w► yow' beAatf in oameatlon v�ith Ywx' Pren�ses or "your rwrf�• 2. 71�s P1+ovialon q. does �IOI apply o11 any baBis tv an�r person or orpat�zaiton fot whid� cuv- ers�ps ns an addltion�l insu�ed sp�aiti�ally b addsd by another endo�smeal to ihis Cov� e�aps Part. o. wHO a �w �o - �r,�cc�t� OR FORMED OR�AN�.'A'fl01� 1. ParapreAb I�.s. M MYIK� li MI M�UItED (d�ctlon �) is deleted and replaced by 1hs ibllovMk�p: a. Covere�e tnclar this pr�o�vfston Is aflolded oMy unW ths 1af1�► de�r sR�er you Aoq�►a or firtn the �� or ihs �nd ot 1tN DoNq► Period, whiahwer 4�. My such nswlY aoqu�d or t�med a+psr�- tia� that pou raputt in writinp to t+s v�in 1 SO days a� You acquits or ioltM1 !!w or+pslnizat�n wN be cavered ar� t�s provlsfon ca�il ths e�d af U�e P�� Ps' rbd� even if the�s are rtwre Men 180 days �emsMinp �I U�e stld cf M�e polic�t . peAOd; 2. lAb Provision O. does rrot apply to arry oa �o�t %r which oova�ap� i� e�ockKied by anatt�x ando�ma�t 10 �is Coverape P�irt. �. �R7r N� � l��Y�'� � �AR t'� NEI�M� O!t JOINT VENTURH — EXCEl:s 1. '!'h� I�et p�sprsph of WHO ts AN fNWRlD (i�n 1!1 ts cleleted snd ropfaCed b�t 111s foNov�inp: No pe1'son or orpa�on b�n i�u�d wNh reep�d to 1hs condud of anY wn+rnt or p� �siap. jobrt vsntura or �imiled IisAflll�1 coimpsnq► thet is �ot �I�ow�n ss � Aluned Ir►- �c! in the CenNlooh Poiicy Deals�sifans. 0 20b7 Ti►e'tta.N►a campriMs, ba. Pape 6 of 8 Landau Associates,Inc. Professional Services Agreement - 20 - July 2012 ,� ��Y OF r I W ,:� ede a ay COMMERC1Al GENERAL. LIABIG�TY t �. Hov�sver, ihis exchaslon doss nat eppyr b ya+r IfaW1�l wMh �a� b yax c�nduct ot tAe bt�aNtsas of arn► currsn! or pest penner- ship or joint vetfi�e: .. Tht� b rwi sbo�wn as e Named In�ured in tha Comman Po�r Ded�ior�s. and b. in whiah You are a member ot pertnet wher+e each and avery orte d your oo- ventwes M thed jofnt vsr�ure b� ard►� tedurol, wpi�neePin9, or �rveyin� fUm. ihis Provision P. does nd apP�Y 10 an�r per son or atgar+�tlon 1a v�hicfi cove►ape ta ex c�ded D'Y AnoU�ar en�tsesnet� bo Uifs Cav- �� The it�surarwe provided by 1Ai� ProVislo� P. shalf b� eocasss aver anY valid pnd odlectibls ot�w' �� whefhs�r primery� e�, �npet�t or on amt othar beais. wt�idl is avaNabb �ve�e�0 Y��' ���Y �► � to yau cohduct oi ths busbteas M 8tryr cx�merR or Paat p�insishW or p�t venture Mat is nd stww�+ as a Named tnsured In the Conxrfon Polic�r Deda�rtio� and Mfilch is issusd bo such p�dnsrship ar Jol�t v�Mtx+�. , � � c !a� r.c-�, . . - .�-,... 1. E'uaqrt�h L of t�A1Ta OF �18URANCE (�c�ot� IM) fa deiMed end ►eplaced by the foMo�w: The 6env�al /1�pr+epals l.Nnll is !hs most we wNl p�yl fw ihs stqrl ot: a. Demages uncisr Csverege 8: and b, pame�es trom bc;wrtences" urnler Cow era� A and for aN rr�edk�i exper�ses oat�ed by �acddents un�r Covera�e C 1MI�C11 CYi111d b8 81�b4i8d OM�f t0 OFf91'B- iWns at a sin�e "D�1'�". t Tde folbwkp is added to L.IMITa OF Ni- illRAt�IClE (�Clion 1M� A separale Per Projed General Apgreqate Un�1 appNes to eadt "projed' tor aN wms whiah the Insurad beoomes fegatl� obM�Od to p�y as dan�ages caused by "occumertces" under Coveraps A and for a!1 medicaf ex � caused by �:cidents under Cover�pe C w�dch Ca�t be aWibuted ortly to opera�ona at a sMgb "projecC'. and that HinR is equal to the amouM of ihe Genaral Agpregste limit �ro�wn in ths Dederel�ns � thls Cove�a�e Pati. �awa � CITY HA�L 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 www. cityoffederalway. com lu�► P�y�r�et�a tnecle undet Coversps A 1POOr de�nspss and under Cwe�sp� C tor n� expe�es ah� reduc� 1hs PK Fhoj�ct ti�r►- er�l Ap�ep�ts Umit iot th�l 'pojet.'t', bul ahali not rac1��: a. My othe� Per PrvJ�at t3enaal �pprp�ls UmN tot an�► dAsr `R'a1�'" b. The Ge�srai ApqteqNt l.i� ot e. Th� � �- pepnte Umil. TtK Ma�ts M�own N� ihe Dsd�ratioes inr this Covet�g� Psrt fot Eaoh O�, D�n- a� To Pr�n�ss Rented To You and Medic�l Exp��es ue �so aubj�t ��s Pe► f�roj�ct (3st�e�ra1 App�epele tjn�lt vrAen ths Psr Pro- jed C3er�erel Aqpro{�!� LirMt epPNes. s. ns utsd in u�a Provleion cL: "Proj�d" n�sana iui a►ea �wwY � P� ov�d bY or rordsd M �rou a� rN�ioA rou err P�0 � � � e oor�ad or aprsement For ibs purpoess of c�tarNn- irp 11� apMiceqa apprepe�s MrM1 a h�eur- ana. eaoh `prolect" tha! Mdudes pemt� hveNp� � s�ne or ooa�p Ivls. or � �e � � �� onl�► b�t s W'�st� ro�dwar. �Y c► �ph� ct-whr af a railroed sMq bs oon�iderod a sin- �'�1«�"� R. KIi�yIIV1.M9E /1trD NOrfIC� O!' GCql1� ItEIrCE OR OF�ENif The fo�in0 b e�k�kd to Pa�sprsph L i�s M T!M ENnit ot Oa�a�. Ol�m�► CWIN OI' � ot CO�MI�1lCUIL �t11L LIAON�M �O�ii� (3�cfio� Nk �� ����������� IT18yt felt111 i11 8 ClNiil flNlBl b0 Q�Yrll i8 00011 86 prodic�bie sflK knowledpe d ths '�occutteno�' or dfenas fa�s besn r�o�t�d i� l�. � a� "�j� q�g" (j( y01� ife �1 COfp01�011)� Oli� of yaar pMners who is an krdividwl ift Yau sre a Pa�1+ielshiP)� one of Your rranpsts ilf �►a+ are a Iitnited ifabiNhr cmrnp�u�� one of y�otn truataes who is an M�viduAl (it you sro a tn�y, ot m •employee" (aue11 Rs an in�unnce. loss oonb�d or rialc rtquteper or adn�sbstorj deeipne�d by you b giw such nMioe. Knowl�e b�l anY o� �emP�'f►sd" d an'ooa� roncs" or oAsme doss not Mnpty �sl you abo hsvs auch w+owledDs. 6 2007 Th. Tr�M�s Conyed�s. Ina. CODi�"lNOT Landau Associafes, Inc. Professional Services Agreement - 21 - July 2012 ` [ITY OF ,'�... Federal � CITY HALL ��� 33325 8th Avenue South - PO Box 9718 Federal Way, WA 98063-9718 (253)835-7000 www. utyoffede�aM�y. can Molk:s d,u� -oa�rrenos" or a an o(fet�e whia� msy � h► a claim wiM oe deemed to be �lven as soott as prac�Oble to us if � is �tvat M qood t�th aa soorf es ptac�fe ba yar wo�ks� tbm- penssNon. axktenl. or be�fth insuter. T�ia sp- pqes oM�► K yW sub�uentill � noUa ot ths "��' cx Wfe�nse to us ss soon as prac�i- cabte afler you. aie oi your •eocsa�ive aflioea" C�f ya+ are a t��porafior+). one of Your P� wFw is sn N�divWuai (i( you ate a P�P). ona ot �rour matta�era (if lrou sro a Ii�ed �Di�r ��P�Y). otro ot your trus�ses wIw is en kxiivfd� ual (if you e�s a bere�, ot an'brnployes" (�uoli aa am insursnoe. bss oonbol ot rialt me�ger a ad- tr�n�atai d�ated bY You to pNe auah notfoe disoovers tAa! !he "accurrenca" ot o� me�► imohre this po�t. d. iJli�ITENTIO1�lAl.OM�i1GM1 1. 'TIN 1�ONO�YYiAQ 13 addld t0 Psf9praph �. i�lp� y.s�nauo�s a coMMERCUIL f�N�R�1. L.t11SN.1T1f t�NDIT10NS (i�dion N�t Th� uMrd�rNotall aniaai0n of. tx w�rtMMen- tiorwl errar In. sn�l fManne�la� Provided b9l ytw vYl�lCfi w�e roNecl t�pon M beuirp tl� po�- tcr ana� �oc aei� rax n�s un�e� a�s in�mance• 2. '� PiON�ilo11 s. does 11ot � ouf l'iDM b ooMet�l additioosl poemi�► w t0 �ocerdse out riyht vf c�ncslM�ion or ranreAewrl M a000F dance wHh �plk�bte insurancs levrs or re�u- i�ior�s. 7. YVAIVER OI` TRAN�FHt OF ti�Fi�'i OF RIE�:O�IIERY /1Ii/11A1NBT OTHEiti TO N3 YYWEN REQUIRED 8Y t�NTR1lCT OR A�REEMENT itiee foNavrirq is adde�d ta Pere�aph �. Tr�r ot Rf�l�ls of 1Ceod�wryl A�d Otl�rs ter t!s of �O�AIY�RCIAL tiENERAL LU�N.RY CO!!DI- 'fKlt� (�clion IVx We vraNe sm�/ ri�t� oi reooti►ery we n�!► I�ave apa�t �► Parson or orysM�atio� Uecause ct paprr�erna ws malce ior "bo�h► �1�Y, "p�'oDem► deut�ape". "De��onai hnrxy" or "adv�p hjury" a�fr�p out ot 1. � Premisss owned by you. teenporarYy accu- pied bY You vwtl� petr�ssion ot the ovrr�r. or Iessed or rented ta You; Onpoirg o�or� Ps�xmed b�► yau. ar an y�otx behslf. widsr a co� or agreenier� wid� that psrson or �ga�on; 3. "lfour worl�"; or Co Di T9 0! 07 «�; , i�: _ � �. ; _ 1�1 4. "YOIK pfiOdtlfAS". Vlfe w�ive iheae riyltm wdy where �rc�u havr spned to do sv �s pert at a coMraa a a�rss- merrt ente�d inM by yw� betore, and fn eflec! VVi1811, U10 'bOd�r b�lly" O� "pfOpe�1l1 dNlli�" oocx�is� ot' H�e "peraonal inJ�i dter� or'�dver- ti�nq bjur�' oltwiee is vamm�t+ed. u. A�AEND�D rc�O1L.Y lI�wNRY DEf11�iT10N T1�s dsll�ion oi 'bodl�y inJu�P' fi O�INrTt010� �ctioa Yj is deleled end teplaoed ay the toNc� �� "BodNy in j�ry" means: •. Physic�l imrm, indudt�p sidmess or d�e, eustained by a pefsOt�; M. Me�ital8�, inju�y'or iNrwss, ar emotiorat di�irsss, re�i�0 �d w►y lime ir�om auch p11�51CN �1it111, S1d�i109s Or �MB; Or c. Care, bss of �rvioes or d�eth t�swltln� at any tim� ko�a such Phys�l hwm� �ic�ne�s a di�sase. v. AM�O INH�IE�1 CONTRACT �iNWTklM — RRM.RO� EA�AENt �. suq��,or.pa e. a u�s d�on a�rnsu�o oonbsc�• in DEFN�NTION� (i�dio� V) is do- Isted end teplaoed Dy U�s iollov�(n� C. Aly B�RIlfli � N08/1S�B 8Q1lH11�111; Z, gubpere�api� /.(1) � the delinNion ot 'ia- auroa aoM�' � a� �Mcao� n is delated. w � �Rr�r o�� n�moN - TAN018t.E PR�I�ERTY i'h� �on of `P�'oPe�y �ana�" M DEi1t�N- T1ON� {�Cf1on 1� is deleteil and replaoed D!I tlte �oNo�tp: 'p�tY �m�e" msans: a Physicai injury to tanpible qopeity� M�oh�Mrq all rosttpkp losa of uss of tlHt p�operty. JIII such Ioe� o/ uas siw� be de�n�d to ocaur a� th� tims o� Ihe P�� inj�y i1M1 caused �; or. b. Lass ot u�e a taiq�i. popertr Mtl k noe PM�Y M��. /UI suah loss of u� �haq de dvemed to o�oaa� a ths tims or a�. "occur- raaoe' tt�i c�d lL For tbs pw�poeva of this k�ewamcs. brpibb p�oP- erty tfoes not �x�ude� dala. 0 aoo�r n» T�. c«�p�.a... �w. asos� a e Landau Associates, Inc. Professional Services Ageement - 22 - July 2012 CITY OF �, Federal Way coMM�RCan�. a�e�w+�, uasiurY x. ms tollo�wlr�g csetir�tia, � a�d�ed to sECnotY v— D�FM�ITI�S: "Con�ct or apreement requlr�tg in�mnce" meara lfi�t patt ot any caMr�d or agrsertbM unckl' whidt you �ts roq�drod to inc�de a petson or orp�nizatior� aa en �ddilior�si hfsured on tNs COtiereqe F'811� proYided th�d th8 "bOdMy k�jurY" �e a or a 0 CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way. WA 98063-9718 (253)835-7000 www. cityo/tederalway.com and •property dem�pe" oca�+B. and the "petaona! inJay" is uueed by an o�fense cornmMtad: a. Af�sr you have entsrod Mto that oontract or sGreemeM� b. Whib thait pul of ths oontrsd or apteement is in sf� s� c. B�foro ths and o! the po#cy pafod. C► 2007 Ths Tr�Ma� OaNp�ea. In0. GO Di 1� N 01 Landau Associates, Inc. Professional Services Agreement - 23 - July 2012 Isaac Conlen From: Jay Bower <JBower@landauinc.com> Sent: Monday, July 29, 2013 6�47 AM To: Ed Heavey; Isaac Conlen; Theresa Turpin Subject: RE: Signed PSAs Hello Isaac - I won't be able to generate a letter with my signature until the 5th, when I return from vacation. Hopefully, this email : . __ wi s-�T- u�fice: -- - _ _ Ed and Theresa are both authorized to sign contracts on behalf of Landau Associates. We have an internal contract review process and, so as long as they have followed that process, they are authorized to sign. I will be on my way to the Oregon Coast today, so you may be able to reach me by cell if you would like to discuss further. Jay P. Bower, PE Chief Executive Officer cell 425-218-6269 From: Ed Heavey Sent: Friday, July 26, 2013 12:48 PM To: Isaac Conlen; Theresa Turpin Cc: Jay Bower Subject: RE: Signed PSAs Isaac: We'll pravide you with a letter from our CEO stating Theresa and I are authorized to sign the agreements. Our CEO is out today so I will have to wait until Monday. I should have the letter to you early next week. Have a good weekend! Edward J. Heavey, P.E. • Principal Landau Associates, Inc. 950 Pacific Avenue, Suite 515, Tacoma, WA 98402 direct 253.284.4875 • main 253.926.2493 cell 206.390.8742 • fax 253.926.2531 eheavev@landauinc.com<mailto:eheavev@landauinc.com> • www.landauinc.com<http://www.landauinc.com> Landau Associates is proudly carbon neutral through our sustainable practices and financial support of U.S.-based carbon-reduction projects. IVOTICE: This communication may contain privileged or other confidential information. tf you have received it in error, please advise the sender by reply email and immediately delete the message and any attachments without copying or disclos+ng the contents. Thank you. From: Isaac Conlen [mailto:Isaac.Confen@citvoffederalwav.com) Sent: Friday, July 26, 2013 11:40 AM To: Ed Heavey; Theresa Turpin Subject: Signed PSAs Thank you for returning the PSAs to me. I didn't see a written proof of authority to sign included. For whatever reason our contracting policy is strict on this point. For that reason I need some type of corporate document authorizing each of you to sign. Or if that's not possible we need to get an authorized person to sign and provide documentation. Sorry for the headache. Let me know how we need to proceed. I think you have electronic copies of the documents if you need them. Thanks. Isaac -- ------- ----- � Corporations: Registration Detail Corporations Division - Registration Data Search 1.ANDAU ASSOCfAT_F,S. lNC. ��� �':'Cfl'<i5� �.)C}CUt7kCTttti ��Ui 2�;}� l. i3l'�?L�i211!C�i x•. UB[ Number 600557469 Category REG Profit/Nonprofit Profit Active/Inactive Active State OfIncorporation WA WA Filing Date 11/16/1984 Expiration Date 11/30/2013 Inactive Date Duration Perpetual Registered Agent Information Agent Name DENNIS R ST`ETTLER Address 130 2ND AVE S City EDMONDS State WA ZIP 98020 Special Address Information Address City State Zip Governing Persons Title President,Trustee Treasurer Trustee Vice President Chairman Secretary Name JOHNSTON,STEVEN HOBBS , DENNIS BOWER , JAY STETTLER , DENNIS NENDRICKSON , I�RISI�Y JACOB , CI,IN'1' Page 1 of 2 Address EDMONDS , W A EDMONDS , WA EDMONDS , WA EDMONDS , WA EDMONDS , WA http://www.sos.wa.�ov�;�corps/search_detail.as}��?��I�i—��U0�57469 7/26/2013 Corporations: Registration Detail F,DMONDS , WA -- ;', E�� zs��_(���cuments for t��i, C:�ai�o<3iaEii�rz >; ., . _ �..�._— — — -- ----- — - — _ - — — - � � Page 2 of 2 ht tp://www.sos.wa.gov/coi-��s�'seal-ch_detail.aspx?ubi=6�( )» 7-�(;9 7%2612013