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AG 13-16511/9 \j V RETURN TO: �� Sd� P•� EXT: Z G q 3 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Z PCfs -*4 E t 2. ORIGINATING STAFF PERSON: _� s ,. EXT: 7— Y 3. DATE REQ. BY: 1&5AP 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL • OTHER 5. PROJECT NAME: 6. NAME OF CONTRACTOR: ADDRESS: 411 t .� i 7-aC c D TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES C'PRIOR CONTRA�C NDMENT / 8. TERM: COMMENCEMENT DATE: 7�// f S COMPLETION DATE: ° / 9. TOTAL COMPENSATION $ 3%, �� / (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: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY. ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW INITIAL/ DATE REVIEWED INITIAL/ DATE APP OVED ❑ PROJECT MANAGER W if ^DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) • LAW G/ 7 !�- 11. COUNCIL APPROVAL (IF APPLICABLE) /T /,A 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 LN"141 DATE SIGNED LAW DEPARTMENT _ CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ❑ ASSIGNED AG# 12 A 4 tg'C;'(;b 0 SIGNED COPY RETURNED DATE SENT: I COMM NTS: / / ` ot (q L ..l / 11/9 \j V CITY OF CITY HALL �..... 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 �•� (253) 835 -7000 www. cityoffederalway com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY GEOTECHNICAL ENGINEERING REVIEW AND EVALUATION This Amendment ( "Amendment No. I") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Associated Earth Sciences, 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 geotechnical engineering 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 — AES Geotechnical Review - 1 - June 2015 (1/2015) CITY OF CITY HALL ..:�., Federal Way 8th Avenue South Feder Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway- IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Mayor DATE: 41 -�r ASSOCIATED EARTH SCIENCES, INC By: �.- , P rincipal Geotechnical Engineer 13Ywce-, 66(h,7 DATE: STATE OF WASHINGTON ) ATTEST: C t Cl rk, Stephanie Courtney, C APPROVED . - FORM: City Attorney, Amy Jo Pearsall ) ss. COUNTY OF On this day personally appeared before me �e eat, PE, to me known to be the Principal Geotechnical Engineer of Associated Earth Sciences, 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 J U14 , 2015. ����►►uull►►ri�� n�� sm/ryii,, Notary's signature Olt l Notary's printed name haa„�Rxc- -4 me- - �j U : o �O�G Z I��� -Z •'••. 11.1:• ''•�� 5``� •���i,�s+T�9 ►TEIO f `',p Notary Public in and for the State of Washington. My commission expires If If PSA Amendment No 1 — AES Geotechnical Review - 2 - June 2015 (1/2015) RETURN TO: �s."s i_c- EXT: Zr' Lf 3 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: / " 1fa 2. ORIGINATING STAFF PERSON: c__ _ EXT: Z.G L( 3 3. DATE REQ. BY: 2 / TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑� • /PUBLIC WORKS CONTRACT 11 SMALL OR LIMITED PUBLIC WORKS CONTRACT - Eg "PROFESSIONAISERVICEAGREEMENT-- - ❑ MAINTENANCE AGREEMENT --' ❑ GOODSAND SERVICE AGREEMENT - ❑ HUMAN SERVICES/ CDBG ❑ _SECURITY DOCI IMFNT (E r, ROM RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL • OTHER t 5. PROJECT NAME: gm& �J-lA.AI G.pt­ ?G-m 6. NAME OF CONTRACTOR: SS 4x IAWfuo ' t?N SG (G- F(C1 =S glc� �KC. ADDRESS: TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: TSCOPE, WORK OR SERVICES 15-COMPENSATION "SURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS BRROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: L f cN atco c 41 oi-.J COMPLETION DATE: % ?c 1 5 9. TOTAL COMPENSATION $ S7111.9 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CAARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) DYES REIMBURSABLE EXPENSE: ES ❑NO IF YES, MAXIMUM DOLLAR AMOUNT: $ I.y h IS SALES TAX OWED (H'O'ES ❑ NO IF YES, $ N/A PAID BY -I! CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: OGI �.?Gf - G %mil �3�1' `Lam' i 10. DOCUMENT /CONTRACT REVIEW INITIAL/ DATE REVIEWED INITIAL/ DATE APPROVED ❑ PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IFAPPLICABLE) • LAW 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COI.wII_ APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOWCONTRACTOR DATE SENT: DATE REC'D: • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT SIGNATORY (MAYOR OR DIRECTOR) PrCITY CLERK PrASSIGNED AG# 12'SIGNED COPY RETURNED COMMENTS: INITIAL/ QATE SIGNED - Ici . 11 I, DATE SENT: 2-9,12-5 11,9 CITY OF � Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalwy.. corn PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY GEOTECHNICAL ENGINEERING REVIEW AND EVALUATION This Professional Services Agreement ( "Agreement") is made between the City of Federal Way, a Washington Municipal Corporation ( "City ") and Associated Earth Sciences, Inc., an engineering 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: ASSOCIATED EARTH SCIENCES, INC: CITY OF FEDERAL WAY: Matthew A. Miller, PE, Principal Geotechnical Engineer Isaac Conlen, Planning Manager 911 5`h Avenue 33325 8" Avenue South Kirkland, WA 98033 Federal Way, WA 98003 -6325 T: 425- 827 -7701 T: 253- 835 -2643 (direct line) F: 425- 827 -5424 F: 253- 835 -2609 The Parties agree as follows: 1. J'. 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. §EL=yd§ 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. ION. 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. AES Professional Services Agreement - 1 - July 2012 CITY OF :3 Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wvw cityoffederahvay. 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 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- APpropria ion 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. 41 � N C R 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 A M Professional Services A g r e e m e n t - 2 - July 2012 ,A� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www atyoffederalway 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. 1N§ j f FA_ 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. 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 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 "C," 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. AU P r o f e s s i o n a l Services A g r e e m e n t - 3 - July 2012 .� �Fecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wvww. cityofiederaM,ay.. com 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. Q2DJJ2=T1AL1JY 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. BQgM AND U('UM. 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. 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. ODWMCI 91 LMUSI. 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. AES Professional Services Agreement -4- July 2012 CITY OF CITY HALL � , Federal 33325 8th Avenue South Federal Way, WA 98003 -6325 Way (253) 835 -7000 www. cilyoffederahmy.. com 12. EO"L OPP12RTOLU 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. 13.1 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 Assiznment 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. AES Professional Services Agreement - 5 - July 2012 CITY OF .� Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahmy. 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.) AES Professional Services Agreement - 6 - July 2012 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www atyoSederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY 11 -,r,& z�s. Skip Priest, Mayor DATE: !6 - Zg' 20 L--'5 ATTEST: ea-RA 01 OOJA City Clerk, Carol McNeillyf CMC APPROVED AS TO FORM: �>z City Att (, Patricia A Richardson ASSOCIATED E TH SCIENC S, INC. By: Matthew A. Miller, PE, Principal Geotechnical Engineer DATE: S—" � 13 STATE OF WASHINGTON ) ) ss. COUNTY OF V1 ) On this day personally appeared before me Matthew A. Miller, P.E., to me known to be the Principal Geotechnical Engineer of Associated Earth Sciences, 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. Notary's signature Notary's printed name C 1A C- 0 6 A 1\4 D 1,2�f -ilAN Notary PuNc Notary Public in and for the State of Washington. State of Washington hh ff CHELSEA MORGAN My commission expires V 1p i &- %i u My Appointmmt Expires Jun 18, 2816 AES Professional Services A g r e e m e n t - 7 - July 2012 CITY OF CITY HALL ,� Fe d e ra I Way 33325 8th Avenue South • Box 9718 Federal Way, WA 98063 -9718 18 (253) 835 -7000 www. atyoffederalway. corn 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 Geotechnical Review. The Contractor will evaluate geotechnical, 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. Plan Review of Building Plans. The Contractor will evaluate building plans submitted by city applicants for consistency with building code requirements. I Additional Services as Needed. Additional geotechnical services in support of City needs. Examples include development of geotechnical recommendations in support of a City construction or road project, or recommendations regarding landslide repair to a public facility. AES P r o f e s s i o n a l Services A g r e e m e n t - 8 - July 2012 ` CITY OF CITY HALL Federal Way 33325 8th Avenue South • Box 9718 Federal Way, WA 98063 -9718 18 (253) 835 -7000 www. ciryoffederahvay corn 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. Effective April 1, 2012 ASSOCIATED EARTH SCIENCES, INC. SCHEDULE OF CHARGES Our compensation will be determined on the basis of time and expenses in accordance with the following schedule, unless a lump sum amount is so indicated in the proposal or services agreement. Current rates are as follows: Personnel Charges - Engineers, Hydrogeologists, Geologists, Scientists, and Technicians Sr. Principal ............................... ............................... $185.00/hour Principal .................................... ............................... $160.00/hour Sr. Associate .............................. ............................... $145.00/hour Associate ................................... ............................... $135.00/hour Senior........................................ ............................... $125.00/hour Sr. Project .................................. ............................... $115.00/hour Project........................................ ............................... $105.00/hour Sr. Staff ........................................ ............................... $90.00/hour Staff............................................. ............................... $75.00/hour Legal Testimony (4 hour minimum) ........................ $230.00/hour Other Personnel and Disbursement Charges CAD Operator and Workstation .. ............................... $84.00/hour Prints — Sizes A and B ................... ............................... $2.00 /each Prints — Sizes C, D, E, and F ......... ............................... $5.00 /each Project Assistant .......................... ............................... $70.00/hour Laboratory Technician ................ ............................... $65.00/hour Clerical, Word Processing, etc .... ............................... $53.00/hour Computer Services (GIS) ............ ............................... $80.00/hour Mileage.......................................... ............................... $0.65 /mile Four Wheel Drive Vehicle ............ ............................... $0.80 /mile Per Diem ........................ .............................To be established on a project basis Subcontractors and Miscellaneous Expenses ............. cost plus 15% AES Professional Services Agreement -9- July 2012 CITY OF CITY HALL 33325 8th Avenue South • Box 9718 Fe d e ra I Way Federal Way, WA 98063 -9718 18 (253) 835 -7000 www. cityoffederaUW -coin Laboratory Charges (Minimum Laboratory Charge - $100.00) Moisture Content ........................................ ............................... $20.00 /test Combined Sieve and Hydrometer ............ ............................... $175.00 /test Sieve with Wash # 200 ................................ ............................... $95.00 /test Sieve with Organic Burn .......................... ............................... $140.00 /test Percent Passing # 200 .................................. ............................... $55.00 /test Specific Gravity + #4 ................................. ............................... $58.00 /test Absorption and Bulk Specific Gravity + # 4 .............................. $58.00 /test Specific Gravity - #4 .................................. ............................... $63.00 /test Proctor ASTM:D -1557 and ASTM:D- 698 .............................. $160.00 /test Permeability-Fines (Falling Head) ........... ............................... $160.00 /test Permeability - Granular Soils (Falling Head ) ............................ $160.00 /test Constant Head Permeability (ASTM:D2434 -68) 10 point...... $350.00 /test Constant Head Permeability (ASTM:D2434 -68) 3 point........ $250.00 /test Fracture Count ............................................ ............................... $32.00 /test Pebble Count Petrograph ............................ ............................... $32.00 /test Ethylene Glycol Test (3 rock minimum) .... ............................... $30.00 /rock Sand Equivalent .......................................... ............................... $60.00 /test Atterberg Limit ........................................... ............................... $90.00 /test Direct Shear .............................................. ............................... $350.00/3 point test Hydrometer................................................. ............................... $85.00 /test Consolidation ............................................ ............................... $300.00 /test Organic Content ......................................... ............................... $65.00 /test Amended Topsoil Bioretention Suite ....... ............................... $670.00 /each Other laboratory tests and equipment rental will be provided on a per job basis. 3. 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 AES Professional Services Agreement -10- July 2012 CITY OF CITY HALL 33325 8th Avenue South • Box 9718 Fe d e ra I Way Federal Way, WA 98063 -9718 18 V;A�L (253) 835 -7000 www dtyof(ederahvey. com EXHIBIT "C" A o d CERTIFICATE OF LIABILITY INSURANCE o7r 1 THIS CERTIFICATE S ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO ROHTS UPON THE CERTOWATE HOLDER. THIS C ATE DOES NOT AFFOUMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER TIME COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN TIME ISSUING INSURERIS), AUTHORRED REPRESENTATIVE OR PRODUCER, AND THE ATE HOLDER _ IMPORTANT, I Ma CWINICaae holds is en A AL INSU , tM poli 16S) MOO he endWSO SOU RNA slijeet to me terms and ca ditm of me poky, certain policies may rpu m an aldorsmme t A statement on thb cwUncM does not wetar ruts to dw IN of such FRODU M r7511Se#10# 3 Belevue WA 99005 CONTACT °101E E.* (425)644-IOW 425 6412152 ACCORDANCE VMTEE THE POL LY PROVISIONS, The FEerfiord Casuft Ins Co PDUCYEMP FEDERAL WAY WA 98003- ewssa ASSMATED EARTH SCIENCES INC 9115Th Ave Suite 100 IGrkland WA 98033 -SerNi w ktstrance conpany GEMPALUUMM X X X X 52SBAW7637 12131/201 2/31/201 1,000,000 oAwvNEmrea.� TM S TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE I SUItED NAMED ABOVE FOR THE POLICY PERIOD eDICATED. NOTWITESTAMM ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO W"CH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED 1EREM IS SU&ECT TO All THE TEAMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY WAVE BEEN REDUCED BY PAID CLAYS. ewa THE EXPIRATION DATE THEREOF, NOTICE VOLL BE DELIVERED N CITY OF FEDERAL WAY ACCORDANCE VMTEE THE POL LY PROVISIONS, POUCYIFF PDUCYEMP FEDERAL WAY WA 98003- unHDaQED�enwmE �� A GEMPALUUMM X X X X 52SBAW7637 12131/201 2/31/201 1,000,000 oAwvNEmrea.� 300000 10,0w 1,000 000 000 000 PHa Z000 000 s B Mnamomu Um"'R X AWAUTO AUTOS X � ® X HNEDAUfO6 X HO 4MIED AVIOS X X 52UEC.R8403 11201r2012120112013 1,000,000 aDDere�Aatr�.Pwswq s eoaLrwAllevw..mauq s PADPERTY DAWDE a s A X AeaaHlAlele MKZN Ls , CLAef&MNDE X 52SaAW1637 1213111201212131=3 EAQIo 5 000 AoaaesATff S 5.000 000 A AIDBlIDYEftPLMt • N(Y Mm" 08M � UTZ AnaWuww M t A BAW7637 2/31/201 2/31rm1 1A1° m3 X S E-L EACH AOCX*NT S 11000,000 E.L DMEASE -EA S 1000000 Business Pwerky-Spedal LOSS Of InDOme-ACIUM Loss Sustained up ID 12 months 17WT637 12/31f2012 5500 dad 523,500 ERA UDEesATND �UC FEDERAL WY NCLDEDAS ADDITIONAL INSURED 1r DEMNI ,.=".= -... — .,...... At 44fr-M7 511508 IY7U AGtMM7 cORPwRArIt7N AU np m rumem ACORD 25 (4016" TM ACORD nanwr and logo are regisMred marks of ACORD AES Professional Services Agreement - 11 - July 2012 SHOULD ANY OF THE ABOVE DESCRIBED POLICES BE CANCELLED BEFOW THE EXPIRATION DATE THEREOF, NOTICE VOLL BE DELIVERED N CITY OF FEDERAL WAY ACCORDANCE VMTEE THE POL LY PROVISIONS, 33325 8TH AVE S FEDERAL WAY WA 98003- unHDaQED�enwmE �� 511508 IY7U AGtMM7 cORPwRArIt7N AU np m rumem ACORD 25 (4016" TM ACORD nanwr and logo are regisMred marks of ACORD AES Professional Services Agreement - 11 - July 2012 Associated Earth Sciences, Inc. k [lid NJ �;J W Serving the Pacific Northwest Since 1981 August 9, 2013 Project No. KE130419A City of Federal Way 33325 8th Avenue South Federal Way, Washington 98003 Attn: Isaac Conlen Subject: Professional Services Agreement Contract Authorization Authority Dear Mr. Conlen: At your request, this letter serves as confirmation that Mr. Matthew A. Miller, PE is a Principal Engineer with Associated Earth Sciences, Inc., and is a Corporate Officer. He has the authority to sign the contract with the City' of Federal Way for "Third Party Geotechnical Engineering Review and Evaluation". We hope this information meets your present needs. If you have any questions concerning this letter and the recommendations contained herein, please feel free to contact this office at your convenience. Sincerely, ASSOCIATED EARTH SCIENCES, INC. Kirkland, Washington Bruce L. Blyton *- E. President Kirkland ■ 425 -827 -7701 Everett 425 -259 -0522 www.aesgeo.com ■ Tacoma 253- 722 -2992 Corporations: Registration Detail Corporations Division - Registration Data Search ASSOCIATED EARTH SCIENCES, INC. Purchase .Documents for this Corporation u UBI Number 600415040 Category REG Profit/Nonprofit Profit Active/Inactive Active State Of Incorporation WA WA Filing Date 05/14/1981 Expiration Date 05/31/2014 Inactive Date Duration Perpetual Registered Agent Information Agent Name BRUCE BLYTON Address 911 5TH AVE STE 100 City KIRKLAND State WA ZIP 98033 Special Address Information Address City State Zip Governing Persons Page 1 of 2 Title Name Address 12224 NE 97TH ST President,Chairman BLYTON , BRUCE KIRKLAND , WA 980335819 13012 65TH AVE SE Vice President SONDERGAARD , JON SNOHOMISH , WA 98296 8818 180TH ST NW Secretary LINDSAY, CHARLES STANWOOD , WA 98292 12815 241 ST AVE SE Treasurer KOGER , CURTIS MONROE , WA 98272 Purchase Documents for this Corporation >) http: / /www.sos.wa.gov /corps /search _ detail.aspx ?ubi = 600415040 8/19/2013