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AG 13-16411 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: CD/PLANNING • ORIGINATING STAFF PERSON: DOC / TINA TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E. ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE © CONTRACT AMENDMENT (AG #):_13 -164 _ ❑ OTHER EXT: 2601 3. DATE REQ. BY: 7/28/17 G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL . PROJECT NAME: 3RD PARTY WETLAND /STREAM REVIEW & EVALUATION NAME OF CONTRACTOR: OTAK, INC. ADDRESS: 10230 NE POINTS DR, STE 400, KIRKLAND, WA TELEPHONE 425- 822 -4446 E -MAIL: FAX: SIGNATURE NAME: JAMES HAMANN TITLE CEO • EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES 0 PRIOR CONTRACT /AMENDMENTS • TERM: COMMENCEMENT DATE: JULY 1, 2017 COMPLETION DATE: JUNE 30, 2019 TOTAL COMPENSATION $ 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: ❑ YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR 0 CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR 0 RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 001 -5200- 073 - 558 -60 -411 0. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 1. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED 1214 `7 tr INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 2. CON FRACT SIGNATURE ROUTING POS—ENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED ❑ LAW DEPARTMENT °1/SIGNATORY (MAYOR OR DIRECTOR) a CITY CLERK ❑ ASSIGNED AG# D SIGNED COPY RETURNED ;OMMENTS: AG# 1 -( DATE SENT: 0?-247-0- 4o- CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 mviev.cifyoffecierahroycotn AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEEMENT 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 Otak, 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 wetlandlstream review and evaluation ( "Agreement ") dated effective August 28, 2013, as amended by Amendment No. 1 and Amendment No. 2, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than June 30, 2019 ( "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. 3 -- Otak - 1 - July 2017 (3/2017) Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoftederalwt ycom IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: DATE: F-rrell, Mayor OTAK, IN ; .: /-7 es Hamann, CEO DATE: /1 xeta GOJT : ? STATE OF Ot9trn_ ) ) ss. COUNTY OF m -} rhah ) ATTEST: lerk, Stephanie Co ey, CMC APPROVED AS TO FORM: i��irC r ;pi. J. Ryan Call, City Attorney On this day personally appeared before me James Hamann, to me known to be the CEO of Otak, Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this kW% day of k t , 2017. Notary's signature mb.a.' 1j . iY1i1 l.ef Notary Public in and for the State of fiffpOY�. My commission expires r-- e-bfua rti 13,202.A Notary's printed name OFFICIAL. KIMBERLY S MILLER NOTARY PUBMOREGON OOMMISSION NO. 959002 MY COMMISSION EXPIRES FEBRUARY 1 S, 2021 PSA Amendment No. 3 -- Otak - 2 - July 2017 (3/2017) ACoR°® CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 8/15/2017 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 JD Fulwiler & Co. Insurance, Inc. 5727 SW Macadam Ave PO Box 69508 Portland OR 97239 CONTACT Peggy MacMillan NAME: g� (A/O No Extr (503) 293 -8325 (FAAic No): (503)293 -5418 E -MAIL ADDRESS: p macmillan @jdfulwiler.com INSURERS) AFFORDING COVERAGE NAIC # INSURERA:Travelers Indemnity Co of CT INSURERB:Travelers Indemnity Co of Am 25682 25666 INSURED Otak Inc. 808 SW 3rd Ave Ste 300 Portland OR 97204 INSURERC:Saif Corporation 36196 INSURER D Beazley Insurance Company Inc • 1/1/2018 INSURER E AGCS Marine Insurance $ 1,000,000 INSURERF: $ 300,000 COVERAGES CERTIFICATE NUMBER:17 /18 Gen Use 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 INSD SUBR W VD POLICY NUMBER POLICY EFF (MM /DD/YYYY) POLICY EXP (MMIDD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY 6805H242469 1/1/2017 • 1/1/2018 EACH OCCURRENCE $ 1,000,000 DAMAGE TO REND PREMISES Ea occu rence) $ 300,000 CLAIMS -MADE X OCCUR MEDEXP(Anyoneperson) $ 5,000 X WA Stop Gap Liability PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GE 'L AGGREGATE POLICY OTHER X LIMIT APPLIES JERt° X PER: LOC PRODUCTS - COMP /OP AGG $ 2,000,000 Employee Benefits $ 1,000,000 AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON OWNED AUTOS BA1502P892 1/1/2017 1/1/2018 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Towing $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE CUP5C8570811247 1/1/2017 1/1/2018 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 $ DED X RETENT ON$ 10,000 C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A OREGON 967262 OTAK Architects Inc 487431 OTAK INC 4/1/2017 1/1/2018 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 $ 1,000,000 E.L. DISEASE - POLICY LIMIT D E A &E Prof'l W /Pollution Inland Marine V10267160801 b4(193070329 1/1/2017 1/1/2017 1/1/2018 1/1/2018 Limits per Claim /Agg/Ded $2m /$4m /$200K Mlsc Unscheduled Items/Ded $100,000 /$1k DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Federal Way is included as an additional insured no the general liability with regard to operations of the named insured subject to policy terms, conditions and exclusions; CERTIFICATE HOLDER CANCELLATION robert.hansen @cityoffedera City of Federal Way City Hall 33325 8th Ave South Federal Way, WA 98003 -6325 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 Diane Durnin /TMAYDA 1--- =___, ACORD 25 (2014/01) INS025 onutnri © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds HLB Otak Inc., an Oregon Corporation OTAK Architects Inc, a Washington Corporation Otak Architects Inc., an Oregon Corporation Otak Engineering, Inc., an Oregon Corporation Otak International (Caymen Islands) Otak Nevada, LLC, an Oregon Limited Liability Co Otak, Inc. 401K Employee Savings Plan Otak, Inc., a Colorado Corporation Otak, Inc., an Washington Corporation Day CPM LLC, an OTAK Division Loris and Associates Inc, an OTAK Division OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC I IRETURN TO: G EXT: (0 413 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: 6- b 2. ORIGINATING STAFF PERSON: ✓'G G L EXT: (p'5 3. DATE REQ. BY: 67zs /i6 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG #): j 3 -1 ttA/ A ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: kfr-/ M? u 6. NAME OF CONTRACTOR: 01'W me_. 1 ADDRESS: 849 'W p�) 'AW� . -�I 50-6 , Ammo a 9nOy TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT, 8. TERM: COMMENCEMENT DATE: 8>425//3 COMPLETION DATE: (s /sa/l 7- ❑ ALL 9. TOTAL COMPENSATION $ i q c:I (!6 ONU (' 1 f �J�((j➢F (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPL®'VEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES IS SALES TAX OWED ❑ YES RETAINAGE: RETAINAGE AMOUNT: ❑ 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: 06/- s266 -o7- sse- (o-'/ // 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APP OVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) ‘61-4)/16 z //" 2r /6 COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, ❑ LAW DEPARTMENT CHIEF OF STAFF CS SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INSURANCE CERTIFICATE, LICENSES, EXHIBITS I s IAL / DATE SIGNED / sr*ff`y6 - �_ 1u' AG# 13-Ik4 B DATE SENT: 7 •6'I(D CITY OF 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 AGREEEMENT 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 Otak, 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 28, 2013, as amended by Amendment No. 1, as follows: 1. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A -2 attached hereto and incorporated by this reference ( "Additional Services "). 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. AMENDMENT [Signature page follows] - 1 - 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cifyoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Bv: erre 1, Ma or DATE: I/04 4 OTAK, II'{C. By: Printed Name: 'cram-v./etc' "''N'`"4 Title: Gffcv DATE: Chi; Z" e- STATE OF WAS•HlNG eN-) ) ss. COUNTY OF rn U -LhEN,r1! tJr>) ATTEST: erk, Stephanie CourtneO MC APPROVED AS TO FORM: f✓ City Attorney, Amy Jo Pearsall On this day personally appeared before me � �J t � , to me known to be the of 0"o.k 1L c'.. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this aaL day of 2016. Notary's signature . r `I /_1 _ � J Notary's printed name .r, :�nl �i_i. Notary Public in and for the State of Waslmigton.. -- My commission expiresTh 0+,'c,b r € 511- OFFICIAL STAMP JENNIFER RUTH SNIDER NOTARY PUBUC- OREGON COMMISSION NO. 948448 MY COMMISSION EXPIRES MARCH 22, 2020 AMENDMENT - 2 - 1/2015 CITY OF �; Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway. com EXHIBIT A -2 ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to Services described in Exhibit A of the original agreement: 4. Expedited Review. The Contractor will provide expedited evaluation of land use applications and associated project plans submitted by applicants for projects in the City. Such planning services shall include, but not be limited to, review of land use applications for consistency with municipal standards, preparation of technical review letters, staff reports, public notices and other decision documents, attend hearings and meetings related to the same, conducting site visits, and ensuring that the project permit applications are timely reviewed and processed according to law. AMENDMENT - 3 - 1/2015 ' ' RETURN TO: ��-� S�'rACi EXT: � . 471 3 CITY OF FEDERAL WAY LAW- DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: Ss Aa L EXT: 2-(-'/3 3. DATE REQ. BY: A SA 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 • ORDINANCE CONTRACT AMENDMENT (AG #): 13 - (6 ❑ OTHER • SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: pT'A k Lo�Tt2,4LT i k Ty-? .4 S r art 6. NAME OF CONTRACTOR: o-r^ K , ::i7 ,4G ADDRESS: E -MAIL: SIGNATURE NAME: _TELEPHONE _ FAX: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS 11 PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES R-MIOR CONTRA AMENDMENT 8. TERM: COMMENCEMENT DATE: / fj COMPLETION DATE: tzl 9. TOTAL COMPENSATION $ 3 q Q g (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) • LAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL/ DATE REVIEWED G in Co l COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: ll/9 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. 0yoffederalway. c om 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 Otak, 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 28, 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 -- Otak - I - June 2015 (1/2015) CITY OF �.... Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 mvw.cilyoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CIT Un DATE: C1N 75 OTAK, INC ) By: Cl�ris Rayasam, CFO DATE: STATE OF WASHINGTON ) ) ss. COUNTY OF ) ATTEST: i APPROVED AS TO FORM: 044�44� D4' City Attorney, Amy Jo Pearsall On this day personally appeared before me Chris Rayasam, to me known to be the CFO of Otak, 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 l day of 015. ,,`,�� a��` " " " "��•, Notary's signature ., ��c` • • .fee, ' • ,•,�� Notary's printed name %i4 \1A t—j, g;ri VANICH 0; Notary Public in and for the State of Washington. ? E • l We Novas _ My commission expires 1 /D�1 PSA Amendment No. 1 — Otak - 2 - June 2015 (1/2015) Corporations: Registration Detail Page 1 of 1 OTAK, INC UBI Number 600614735 Category REG Profit/Nonprofit Profit Active /Inactive Active State Of Incorporation WA WA Filing Date 12/05/1985 Expiration Date 12/31/2015 Inactive Date Duration Perpetual Registered Agent Information Agent Name UNISEARCH, INC. Address 1780 BARNES BLVD SW city TUMWATER State WA ZIP 98512 Special Address Information Address city State Zip GOW' nrlgPersons Title Name Address Director JANIK, KEVIN T 808 SW THIRD AVE #300 PORTLAND, OR 97204 President, Director HAMANN, JAMES 808 SW THIRD AVE #300 R 97204 Treasurer, Director RAYASAM, CHRIS 808 SW THIRD AVE #300 PORTLAND, OR 97204 http: / /www.sos.wa.gov/ corps /search _ detail.aspx ?ubi = 600614735 9/4/2015 I. I RETURN TO: 5�� EXT: �`y 3 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: r!. gD �i.b.t►� /•. (tt��o 2.- ORIGINATING STAFF PERSON: EXT 2-6'43 3. DATE REQ. BY:_ 4. TYPE OF DOCUMENT (CHECK ONE): ety {? • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT -❑ - PROFE.SSIONAL-SERV.ICE AGREEMENT- _ ❑ MAINTENANCE AGREEMENT -E GOODS AND SERVICE- AGREEMENT ❑ HUMAN SERVICES/ CDBG Ill RF.A1. ESTATE. DOC I IM ENT _- ____o ENT (F. c. BOND RFLATEDDOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT(AG #): ❑ INTERLOCAL n 0THFR 5. PROJECT l 6. NAME OF I,UiN i i 1 Utc: ADDRESS: E -MAIL: SIGNATURE NAME: Loom _TELEPHONE _ FAX: TITLE 7. EXHIBITS AND ATTACHMENTS: WISCOPE, WORK OR SERVICES 91COMPENSATION PS INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: U PoN COMPLETION DATE: 6/30 A& (S 9. TOTAL COMPENSATION $ 3 q' 47 � / (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURL79 0 C RGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: GMs ONO IF YES, MAXIMUM DOLLAR AMOUNT: $ L •�"T IS SALES TAX OWED ❑ YES ONO IF YES, S /- PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 1)21 - �fZo - C22? - ��� - 40 - lf 10. DOCUMENT /CONTRACT REVIEW • PROJECT MANAGER • DIRECTOR • RISKMANAGEMENT (IFAPPLICABLE) • LAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL/ DATE REVIEWED ■� COMMITTEE APPROVAL DATE: INITIAL/ DATE APPROVED COI JNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT VISIGNATORY (MAYOR OR DIRECTOR) CITY CLERK SSIGNED AG# XIGNED COPY RETURNED COMMENTS: R" INITIAL/ DATE SIGNED - -,A-JP 111 - 1 2 AG# 155 - [LO -- DATE SENT: -!s- Ili9 CITY OF CITY HALL t.... Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvay. com PROFESSIONAL SERVICES AGREEMENT 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 Otak, Inc., a Washington corporation ( "Contractor "). The City and Contractor (together "Parties ") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: OTAK, INC: Kevin O'Brien, Senior Associate, 10230 NE Points Drive, Suite 400 Kirkland, WA 98033 T: 425- 822 -4446 F: 425- 827 -9577 The Parties agree as follows: CITY OF FEDERAL WAY: Wildlife Biologist Isaac Conlen, Planning Manager 33325 8t' Avenue South Federal Way, WA 98003 -6325 T: 253- 835 -2643 (direct line) F: 253- 835 -2609 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services, 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. SERVICES. The Contractor shall perform the services more specifically described in Exhibit "A," attached hereto and incorporated by this reference ( "Services "), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality, or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12; and such may result in ineligibility for further City agreements. Otak, Inc. Professional Services Agreement - 1 - July 2012 ` CITY OF „'�...., Federal 4. COMPENSATION. CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. ci"ffederahvay. com 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit `B," attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit `B," the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days after receipt and approval by the appropriate. City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event 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 conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification Otak, Inc. Professional Services Agreement - 2 - July 2012 ANN Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.. cj"ffederahvay.. 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 City Indemnification. The City agrees to release, indemnify, defend, and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, 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 occurring by reason of negligent acts, errors, or omissions of the 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 Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, 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. Otak, Inc. Professional Services Agreement - 3 - July 2012 ` CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98403 -6325 (253) 835 -7000 www cityoffederahvay. com 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by 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. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material which may be produced or modified by 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. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the state auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. 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. CONFLICT OF INTEREST. It is recognized that the Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. 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. Otak, lnc. Professional Services Agreement -4- July 2012 .� CITY Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 vvww cityoffederaAvay. corn 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by 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. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2. Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs, and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards, and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. Otak, Inc. Professional Services Agreement - 5 - July 2012 c17Y of CITY HALL 8th 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www.. cityoffederahvay.. com 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements, or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference, or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then 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 attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The, signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. (Signature page follows.) Otak, Inc. Professional Services Agreement - 6 - CITY of CITY HALL '�.�.. 33325 Federal Way 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www utyoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Skip Priest, Mayor DATE: V - 1 � , Zip I�p OTAK, INC. By: CF c DATE: 8 - ;L -13 STATE OF ) �� AA ) ss. COUNTY OF I � �u LT��d ) ATTEST: rmg ftv� - , City Clerk, Carol McNeill , CMC. APPROVED AS TO FORM: City Att ey, Patricia A Ri ardson On this,,lay,personally appeared before me CO V:; WKepw to me known to be the I ,rky of Otak Inc. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of , 2013. -Z7�--a Notary's signature , A Notary's printed name c y`�� I� M - �'G l e sM� LEM Notary Public in and for the State of Washington. NOTARY PAC -ORE N LION NO. 465533 My commission expires *W0WWSlWeMESR5WY02A16j Otak, Inc. Professional Services Agreement - 7 - July 2012 CITY OF CITY HALL ��' �� 33325 8th Avenue South • PO Box 9718 ,,.�,,,�, ede y Federal Way, WA 98063 -9718 (253) 835 -7000 www cityoffederalway. con) EXHIBIT "A" SERVICES The Contractor shall provide on -call licensed wetland/stream consulting services to the City, as requested by the City. Upon identification of a project by the City, the Contractor will prepare a Scope of Service and Budget for the project, to be negotiated and agreed to by both parties. Typical services that may be requested under this Agreement include, but are not limited to, the following: 1. Third Party 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 construction or road project. - . � f z - Otak, Inc. Professional Services Agreement - 8 - July 2012 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South • Box 9718 Federal Way, WA 98063 -9718 18 (253) 835 -7000 www. cilyoffederalway 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. Otak, Inc. Bill Rate Schedule Staff Bill Rate Staff Bill Rate PIC /Sr. PM Architecture $177 Engineering Tech V $94 Sr. PM - Architecture $150 Engineering Tech IV $82 Project Manager /Architect $126 Engineering Tech III $72 Architect III $114 Engineering Tech II $64 Architect I $94 Engineering Tech I $56 Architectural Tech 111 $101 Architectural Tech I $65 Sr. PIC /Sr. PM LA/Mst Pln $209 3D/Visualization Spec H $101 PIC /Sr. PM LAIMaster Plan $159 Landscape Architect V $115 Sr. PIC /Sr. PM Civil $198 Landscape Architect IV $105 PIC /Sr. PM Civil $184 Landscape Architect 111 $100 Civil Engineer X $169 Landscape Technician III $74 Civil Engineer IX $159 Landscape Technician II $69 Civil Engineer VIII $145 Landscape Technician I $62 Civil Engineer VII $135 Urban Designer V $159 Civil Engineer VI $126 Urban Designer IV $140 Civil Engineer V $119 Urban Designer II $111 Civil Engineer IV $108 Civil Engineer, III $102 PIC /Sr. PM Planner /Civil $185 Civil Engineer H $90 Sr Proj. Mgr. - Planner I $149 Civil Engineer I $83 Planner III $123 Engineering Designer IV $95 Planner II $97 Engineering Designer III $83 Planner I $79 Engineering Designer II $78 Planner Associate III $70 Engineering Designer I $69 Planner Associate II $63 Engineering Tech VI $107 Planner Associate I $61 Otak, Inc. Professional Services Agreement - 9 - July 2012 ` CITY OF CITY HALL 33325 8th Avenue South • Box 9718 Federal Way Federal Way, WA 98063 -9718 18 (253) 835 -7000 www cityoffederalway com Staff Bill Rate Staff Bill Rate Sr. GIS Specialist Planner $89 Sr PLS $103 GIS Specialist - Planner $76 Professional Land Surveyr $88 Survey Technician $86 PIC /Scientist $180 Sry Tch II, Sr. Fld Pr Ch $74 Scientist IV $123 Sr. Field Survey Tech H $67 Scientist III $112 Sr. Field Survey Tech I $60 Scientist 11 $75 Field Survey Tech $54 Scientist I $62 Contract Admin $81 PIC/PLS - Sr. Manager $195 Project Admin. Asst $68 PLS Sr. Manager $138 PLS - Project Manager $116 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. Table 1 Reimbursable Cost Mileage Current IRS Rate Reimbursable Expenses Actual Cost without Mark -Up Otak, Inc. Professional Services Agreement _10- July 2012 Federal Way EXHIBIT "C" CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www crryoffederahvay com 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 memorandum • 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: Location: Folder #: Parcel #: Name: Phone: Email: Mailing Address: Fee: $1,050.00 Date Paid: Receipt #: _ I authorize the city to proceed with the above request. Signature: Date: Otak, 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.. cityoffederahvay com '°��- a CERTIFICATE OF LIABILITY INSURANCE 3/18/20 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(les) 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 .TD FalTriler & Co. Insurance, Inc. 5727 SW Macadam Ave PO Box 69508 Portland OR 97239 WOF Peggy MacMillan WE . (503) 293 -8325 F (503) 293 -5416 ;pmacmillan®jdfulWilar.com 1 AFFORDING COVERAGE MAICs ruuRERA:Travelera 19046 INSURED Otak Inc. PO Box 1379 Lake Oswego OR 97035 INBURERe:Baif Corporation Federal Way, WA 98063 -9718 waumcMeazley Insurance Company Inc 2/9/2012 wsURERD: EACH OCCURRENCE INSURER E INWRERF: LEU EJIP M die anon ' MDAMCC rCRTICY'ATF NIINRFR•llf is SC-01 6 1SIM4 N[. DFVICI[1N NIIMRFn• 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 PAN) CLAIMS. rw LTR TYPE OF INSURANCE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Ci tv of Federal Nav POLICY NUMBER Y AUTHOHRED REPRESENTATIVE LIMITS A GENERAL LIABILITY X COMMERCIAL GENERA. DASLITY CLAMSMAOE ® OCCUR X Washington stop Gsp Peggy MacMillan /CATHYtjc�syQ� Federal Way, WA 98063 -9718 5801497P251 2/9/2012 2/9/2013 EACH OCCURRENCE S 1,000,00 S 300,000 LEU EJIP M die anon 6 5,000 PERSONAL. B A)V INJURY S 1,000,00 GENERAL AGGREGATE S 2,000,00 69R AGGREGATE LIMIT APPLIES PER: POLICY Fx-1J—ECT Ex-1 LOC PRODUCTS- COPAOPAGG S 2,000,00 - $ A AUTOMOBILE LIABILITY X ANY AUTO LLQ�m SCHEDULED X HIRED AUTOS X AUTOS ED 02P092 2/9/2012 2/9/2013 acd 1 1,0001000 00DILYIMIUR/(rkrP —) § e0WLY1NJURY(Per2od" § DAM § T $ A X UrIBNB1ALIAB EXCESS LIAR S OCCUR C)p)MS.MIDE 06503627 2/9/2012 2/9/2013 EACH $ 10,000,00 AGGREGATE S 10, 000, 00 'DED R I RETENTION 10,00 B WORKM000M<�BATON AND E PLOVENO• LIABILITY ANY PROPRETOMPARTNERADr UTNE❑ YIN OFFICB7eB�97 F)ELUDED'! (�My.es� �� in NH) MA NI bebw NIA 87431 /1/2013 /1/2014 X ATLL OTFi TORY UNITS E.L. EACH S 1,000,000 E.L. DISEASE -EA EMPLOYEE § 1 000 000 E.L. DISEASE - POLICY UMT § 11000,00 C lProfoosional Liability Claims -Made Form 0267120401 2/9/2012 2/9/2013 Un1FfCMWA9WW* $21I/$ DeaANBIa,pwcWm $200,00 DE SCRIPTIONOFOPERATIONSILOCA71DNSI VEIVCLES( AWd1ACORDIGI .AdWOOM1RwAOft3MoftlAEm 4e9p IsrnuMO As respects insureds operations, subject to policy terms and conditional Certificate holder is'included as additional insured as their interests appearl Additional insured does not apply to Professional Liability or Workers Compensation; PCDTICIr ATC Y MOD rANrFI 1 ATM3N AGOKLI Z0 (ZUTU /00) W I WOO -AVT V A94VKY %,%JKrVRA I MV. All ngnrs reserYeo. IN3028 f71NI2MLM Th. Ar.QRn —M. and lnm a— ,nni,Hs.rorl ,n>,(Nra of Ar.ORn Otak, Inc. Professional Services Agreement -12- July 2012 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Ci tv of Federal Nav ACCORDANCE WITH THE POLICY PROVISIONS. - AUTHOHRED REPRESENTATIVE 33325 Eighth Ave, South PO Box 9716 Peggy MacMillan /CATHYtjc�syQ� Federal Way, WA 98063 -9718 AGOKLI Z0 (ZUTU /00) W I WOO -AVT V A94VKY %,%JKrVRA I MV. All ngnrs reserYeo. IN3028 f71NI2MLM Th. Ar.QRn —M. and lnm a— ,nni,Hs.rorl ,n>,(Nra of Ar.ORn Otak, Inc. Professional Services Agreement -12- July 2012 Otak Inc. Minutes BOD meeting 01.28.13 The meeting was called to order by Chairman Jong Hoon Kim at 10:05am. Seoul time and a quorum was confirmed. Directors in attendance: Chairman Jong Hoon Kim, Soon Kwang Lee, Kwang Sik Shin, R. Nicholas Loope and Nico Vanderhorst. Guests in attendance: Alex Namkung, Chris Rayasam Before beginning the meeting the Chairman Kim announced the promotion of President Lee to Vice Chairman at HanmiGlobal Co. Congratulations from the board members were exchanged. Chairman Kim then requested a brief report on the 2013 Business Plan from Ryc Loope. Mr. Loope outlined the bottom up BP process and then compared the draft plan to the Management Plan constructed in November. The differences were minor and Mr. Loope recommended that the BOD approve Management's 2013 Business Plan draft submitted in November. The Chairman requested a vote to approve Management's 2013 Business Plan. The board voted unanimously to approve. In addition, the Board requested Ryc Loope, Chris Rayasam, and KS Shin to provide 2013 new contract order expectations in relation to the 2013 Business Plan. Chairman Kim then requested that Mr. Loope present to the BOD a resolution for the appointment of Chris Rayasam as CFO and Officer of the Company. Mr. Loope presented the following resolution to the BOD: RESOLVED, that effective as of February 6, 2012, the Board of Directors does hereby ratify the election of Chris Rayasam to the office of Chief Financial Officer, to serve at the pleasure of the Board of Directors or until a successor is duly elected and qualified. And that Chris Rayasam is hereby authorized to sign any and all contracts, agreements, or other documents on behalf of the Company and subject to BOD regulations and risk management oversight. And that any and all action taken by Mr. Rayasam in his capacity as CFO and an Officer of the Company, not previously approved, is hereby ratified and confirmed. In addition the officers are authorized and directed to do all things and take any and all such further actions as they may determine to be necessary or appropriate to carry out the purposes of the foregoing resolution. Mr. Loope concluded and recommended approval of the resolution The Chairman called for a vote and the resolution was unanimously-approved. Respectfully submitted, R. Nicholas Loope, FAIA