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AG 13-166RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: CD/PLANNING ORIGINATING STAFF PERSON: DOC HANSEN EXT: 2643 3. DATE REQ. BY: 4/18/18 TYPE OF DOCUMENT (CHECK ONE): o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT o ORDINANCE ® CONTRACT AMENDMENT (AG#): 13-166 ❑ OTHER ❑ SECURITY DOCUMENT (E.G BOND RELATED DOCUMENTS) ❑ RESOLUTION o INTERLOCAL . PROJECT NAME: CRITICAL AREAS PEER REVIEW NAME OF CONTRACTOR: ENVIRONMENTAL SCIENCE ASSOCIATES (ESA) ADDRESS: 5309 SHILSHOLE AVE NW, STE 200, SEATTLE WA E-MAIL: SIGNATURE NAME: TERESA VANDERBURG TELEPHONE 206-798-9658 FAX: TITLE VP . EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES © COMPENSATION © INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS © PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES ® PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: APRIL 25, 2018 COMPLETION DATE: JUNE 30 2019 TOTAL COMPENSATION $ 69 999 + 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: I] YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ 109 998 IS SALES TAX OWED 0 YES (] NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY RETAINAGE: RETAINAGE AMOUNT: N/A ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR 0 RETAINAGE BOND PROVIDED OO PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW O PROJECT MANAGER ❑ DIRECTOR O RISK MANAGEMENT (IF APPLICABLE) O LAW 001-5200-073-5598-60-411 INITIAL / DATE REVIEWED f -f f 4 -11 8 1e),. Vif//( 9L1006 INITIAL / DATE PROVED 72514 5/f tI8 1. COUNCIL APPROVAL (IF APPLICABLE) N/A SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 2. C9NTRACT SIGNATURE ROUTING _ SENT TO VENDOR/CONTRACTOR DATE SENT: ` f 14R DATE REC'D: O ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) I �� I / DATE SIGNED /11/ O LAW DEPARTMENT liJog GNATORY (MAYOR OR DIRECTOR) O CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED AG# /3 /!a Co C DATE SENT: 51518 -4r :OM 4r-- :OM ENTS:Q I eo-4e '.lupi w( MPi;4iit 4d ki ow I�nAPn4 1/2018 CITY OF ow Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffeder©hvay com AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY WETLAND/STREAM REVIEW AND EVALUATION This Amendment ("Amendment No. 3") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Environmental Science Association (ESA), a California 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") datcd effective August 13, 2013, as amended by Amendment Nos. 1 and 2 as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B-3, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s). Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, arc 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, Compensation - 1 - 4/2018 44CITY OF &,, Federal Way CITY HALL. 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 twine cityofedera!way. ton► IN WITNESS, the Parties cxecute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: shy/iv- ENVIRONMENTAL SCIENCE ASSOCIATION: By: ATTEST: h. ie Courtney, CMC, City'4lerk APPROVED AS Ti RM: _rot J. Ryan Call, City Attomey Vd4 v. Printed Name: Teresa Vanderburg, Title: Vice -President, Environmental Sciences Association Date: /4-4 vl 01 c O` s STATE OF WASHINGTON ) ) ss. COUNTY OF 14-1 tit) On this day personally appeared before meTe1'G �t VolliekvbM,�, to me known to be the V I ce -p✓'S i4441 f of YVIVf VOVINgt/1 ,/ cSIChle P440 • 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 2.1101 day of k� Notary's signature 4 ,20 (I (A9 ac-e,f--••• NOTARY PUBLIC ;Votary's printed name Kay I W O(4 v STATE OF WASHINGTON KELLY WADE MY Appointment Expires October 31, 2018 Notary Public in and for the State of Washington. (0/31' �,0 ( Q My commission expires PSA AMENDMENT No.3, Compensation - 2 - 4/2018 CITY OF Federal Way EXHIBIT B-3 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. dtyofedem/wny can 1. Total Compensation: In return for the additional Third Party Wetland/Streatn Evaluation Services, the City shall pay the Contractor an additional amount not to exceed Sixty -Nine Thousand Nine Hundred Ninety -Nine Thousand and no/100 Dollars ($69,999.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed One Hundred Nine Thousand Nine Hundred Ninety -Eight and no/100 Dollars ($109,998.00). 2. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: Personnel Category Rates Charges will be made at the Category hourly rates set forth below for time spent on project management, consultation or meetings related to the project, field work, report preparation and review, travel time, etc. Time spent on projects in litigation, in depositions and providing expert testimony will be charged at the Category rate times 1.5. Labor Category Level I Level I1 Level II1 Senior Director 265 280 300 Director 210 225 240 Managing Associate 175 190 205 Senior Associate 150 160 170 Associate 105 125 135 Project Technicians 85 100 120 (a) The range of rates shown for each staff category reflects ESA staff qualifications, expertise and experience levels. These rate ranges allow our project managers to assemble the best project teams to meet the unique project requirements and client expectations for each opportunity. (b) From time to time, ESA retains outside professional and technical labor on a temporary basis to meet peak workload demands. Such contract labor may be charged at regular Employee Category rates. 3. Basic Wetland Stream Review Service: The Contractor shall perform basic wetland/stream review service (as described on page 10 of the original agreement in Exhibit "C") for a flat fee of $2,490. 4. Reimbursable Expenses: The Contractor may submit a voucher or invoice for reimbursable expenses. Actual cost without mark-up shall be documented. The actual customary and incidental expenses incurred by the Contractor in performing the Services shall include postage, UPS/FedEx, incidental copy charges, and other reasonable costs; provided however, that such costs shall be deemed reasonable at the City's sole discretion. PSA AMENDMENT No.3, Compensation - 3 - 4/2018 ,4WRL ENVISCI-05 MCGRAWM CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 1/4/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0E67768 IOA Insurance Services 4370 La Jolla Village Drive Suite 600 San Diego, CA 92122 INSURED Environmental Science Associates 550 Kearny St., Suite 800 San Francisco, CA 94108 CONTACT Ali Smith NAME: PHONE (A/C, No, Ext): (619) 788-5795 50206 FAX No): 574-6288 INC,(�) inks, Ali.Smith@ioausa.com INSURERS) AFFORDING COVERAGE INSURER A : RLI Insurance Company INSURER B:Mt Hawley Insurance Company INSURER C: Greenwich Insurance Company INSURER D : INSURER E : INSURER F : NAIC # 13056 37974 22322 VERAGE CERTIFICATE NUMBE 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 POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LIR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF IMMIDDIYYYYI POLICY EXP IMM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR X x PSB0007416 01/01/2018 12/01/2018 PREMISES EaoMo Ecce) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY X JECT LOC PRODUCTS - COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ X ANY AUTO X x PSA0002468 01/01/2018 12101/2018 BOOILY INJURY (Per person) $ ONLY VVNED AI SCHEDULED SSyUyLNED BODILY INJURY (Per accident) $ EONS AUT OS ONLY ONLY (Pera idem) E 11 $ X Coll.: $1,000 _AUTOS X Comp.: $1,000 $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 EXCESS UAB CLAIMS -MADE PSE0003196 01/01/2018 12/01/2018 AGGREGATE $ 3,000,000 DED X RETENTION $ 10,000 A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY "y PER STATUTE ETH - YIN ANY PROPRIETOR/PARTNER/EXECUTIVE X PSW0004135 01/01/2018 12/01/2018 E.L. EACH ACCIDENT $ 1,000,000 FICERIMEMgER EXCLUDED? andatory In NH) N / A E.L. DISEASE - EA EMPLOYEE 1,000,000 $ Ir yes, desc ibe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ C Prof LIab/Ded. $100k C Poll Llab/Ded. $100k PEC001336815 PEC001336815 01/01/2018 01/01/2018 12/01/2018 12/01/2018 Per Claim/Aggregate Occurrence/Aggregate 5,000,000 5,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 2006016.0, Federal Way SMP. As respects Commercial General Liability, Certificate holder is named Additional Insured as per attached forms. CERTIFICATE HOLDER CANCELLATION City of Federal Way - Attn: Isaac Conlen 33325 8th S PO Box 9718 Federal Way. WA 98063 ACORD 25 (2016/03) 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 .A © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD u, , mouronnc 1 • nnnnnnv Named Insured: Environmental Science Associates RLI Insurance Company Policy Number: PSB0007416 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II — LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product -completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION III H.2. Other Insurance — COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II — LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The "bodily injury" or "property damage for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II — LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization, We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Named Insured: Environmental Science Associates Policy Number: PSA0002468 BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, Para- graph Al. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II -- COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV — BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out PPA 300 03 13 of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION 11 — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II — COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in -force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto', less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization All persons or organizations that are party to a contract that requires you to obtain this agreement, provided you executed the contract before the loss. Job Description Jobs performed for any person or organization that you have agreed with in a written contract to provide this agreement. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement Is issued subsequent to preparation of the policy.) Named Insured: Environmental Science Associates Policy Number: PSW0004135 Insurance Company: RLI Insurance Company Countersigned By ©1998 by the Workers' Compensation Insurance Rating Bureau of California. AU rights reserved. ENVIRONMENTAL SCIENCE ASSOCIATES BOARD OF DIRECTORS RESOLUTION ON SIGNATURE AUTHORITY OF THE COMPANY August 20, 2010 WHEREAS, it is in the interest of the Company to maintain appropriate control of proposals, contractual agreements and other project -related expenditure authority, therefore BE IT RESOLVED, that the corporate policy regarding Signature Authority of the Company be established as follows. All previous policy regarding Signature Authority is hereby superseded by this resolution. Contracts and Proposals Only Corporate Officers and other position levels specifically identified in Table 1 below are authorized to sign contracts and proposals for projects or prospective projects, respectively. Before any contract is signed, applicable procedures for contract review must be adhered to, including review by the CFO of all general contract terms. Contracts or proposals with a value of $1,000,000 or more require approval of the Board of Directors prior to their execution or submission, respectively. Entering into independent contractor agreements is not authorized by this policy. Such agreements require prior approval by the applicable Regional Director and COO. Other Authority to issue purchase orders is vested in the Office Manager, Regional Director, and/or CFO. Approval of project -related purchases is specified below in Table 1. TABLE 1: ESA SIGNATURE AUTHORITY OVERVIEW , Approval Levels Proposals and Contracts Contract Modifications Subcontracts and Subcontract Modifications Project -Related Purchases and Invoices Board of Directors + President + Senior Vice President Senior Vice President + President Q Senior Vice President Vice President Business Group Director se Manager Project Director and Office Director Project Manager Office Manager $1,000,000 and over over $750,000 to $999,999 to $750,000 to $500,000 to S250,000 to $100,000 None None $1,000,000 and over to $999,999 to $750,000 to $250,000 to $100,000 to $50,000 None $500,000 and over to $499,999 • to $375,000 to $250,000 to $100,000 to $50,000 to $10,000 over $75.000 to $75,000 to S50,000 to $25,000 to $25,000 to $10,000 None .. , None . to $10,000 Board of Directors Meeting - August 20, 2010 r ESA ESA OFFICERS Corporate Gary Oates Greg Thornton Eric Ruby Annette Bonilla Ellen Cross Bay Area Patricia Berryhill Ann Borgonovo Bob Battalio Jeff Haltiner Jim O'Toole Brian Ramos Central Valley Steve Alverson Brian Boxer Erich Fischer Cathy McEfee Northwest Molly Adolfson Paul Agrimis Dave Buecker Lloyd Skinner Teresa Vanderburg Ken Vigil Southern California Bobbette Biddulph Deanna Hansen Mitch Marken Leslie Moulton Lloyd Zola Southeast Mike Arnold Julie Sullivan President & CEO Sr. VP & CFO Sr. VP & COO VP & HR/Corp Ops Director Sr. VP & Strategy/Client Services Director San Francisco San Francisco San Francisco San Francisco San Francisco VP & Community Development Deputy Practice Leader Oakland VP & Bay Area Deputy Regional Director San Francisco VP & Chief Engineer Sari Francisco Sr. VP & Hydrology Practice Leader Sam Francisco VP & Califomia Water Group Director; Deputy BA RD Petaluma Sr. VP & Northern California Regional Director San Francisco Sr. VP & Airports Practice Leader Sacramento VP & Northern California Community Development Lead Sacramento VP & Central Valley Regional Director (end 6/30/12) Sacramento VP & Central Valley Bio Resources PL (eff 7/1/12) Sacramento VP & Central Valley Water Group Director Sacramento Sr. VP & Northwest Water Practice Leader VP & ESA Vigil-Agrimis Deputy Office Director VP & Energy Practice Leader Sr. VP & Northwest Regional Director VP & Northwest Water Practice Leader VP & ESA Vigil-Agrimis Office Director Seattle Portland Sdalttle Settle Settle Poland VP & Southern California Regional Director San Diego VP & So Cal Community Development Group Director Los Angeles VP & Cultural Resources Practice Leader Los Angeles Sr. VP & California Water Practice Leader Los Angeles Sr. VP & Community Development Practice Leader Lo ngeles VP & Airports Deputy Practice Leader Tarr)pa VP & Southeast Regional Director pdo Page 1 of 1 11 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 -166 ❑ 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: CRITICAL AREAS PEER REVIEW NAME OF CONTRACTOR: ENVIRONMENTAL SCIENCE ASSOCIATES (ESA) ADDRESS: 5309 SHILSHOLE AVE NW, STE 200, SEATTLE, WA TELEPHONE _ 206 - 798 -9658 E -MAIL: FAX: SIGNATURE NAME: MOLLY ADOLFSON TITLE SENIOR VP EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION 0 INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ® PRIOR CONTRACT /AMENDMENTS TERM: COMMENCEMENT DATE: JULY 1, 2017 COMPLETION DATE: JUNE 30, 2019 TOTAL COMPENSATION $ 39,999 — 4Q Qki REIMBURSABLE EXPENSE: ❑ YES IS SALES TAX OWED ❑ YES RETAINAGE: RETAINAGE AMOUNT: (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTA H SCH DULES OF EMPLOYEES TITLES AND HOLIDAY RATES) ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 001 -5200- 073 - 558 -60 -411 0. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED ❑ PROJECT MANAGER _ E-� r S • ❑ DIRECTOR 616,4 701 ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW ER' 17 J4)1 2c9 t INITIAL / DATE APPROVED 1. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT 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 ❑SLAW DEPARTMENT P.• IC ' 2 7- 91 el GNATORY (MAYOR OR DIRECTOR) !42a�%i2 ❑ CITY CLERK / _ � AMR' ❑ ASSIGNED AG# AG# 1 –I ❑ SIGNED COPY RETURNED ;OMMENTS: DATE SENT: ' 0-2S CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 v ww cityoffederalwny. corn AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY WETLAND /STREAM REVIEW AND EVALUATION This Amendment ( "Amendment No. 2 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Environmental Science Associates, a California 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 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. 2 -- ESA - 1 - July 2017 (3/2017) CITY OF 4444.,.‘ Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyoffederatway cote IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: erre , Mayor DATE: 0 ENVIRONMENTAL SCIENCE ASSOCIATES: By: ?7/ L Melly-Adel 4en1-Senior Vice - President DATE: kyu_t .3c STATE OF WASHINGTON ) ) ss. COUNTY OF ATTEST: C C erk, Stephanie Co APPROVED AS TO FORM: y, CMC J. Ryan Call, City Attorney On this day personally appeared before me Molly Adolfson, to me known to be the Senior Vice - President of Environmental Science Associates that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this t y day of Notary's signature Ca- Notary's printed name , 2017. Notary Public in and for the State o My commission expires Washington. PSA Amendment No. 2 -- ESA - 2 - July 2017 (3/2017) 'nom D CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD/YYYY) 12/28/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Woodruff - Sawyer & Co. 50 California Street, Floor 12 San Francisco CA 94111 NAMEACT Sindy Lara PHONE 415 - 402 -6659 FAX 415- 989 -9923 (A/C, No Ext)• (A/C. Nol' E -MAIL slara@wsandco.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Greenwich Insurance Company 22322 INSURED ENVISCI -01 Environmental Science Associates 550 Kearny Street, Ste 800 San Francisco CA 94108 INSURER B:XL Specialty Insurance Company 37885 INSURER C : EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY INSURER D INSURER E : CLAIMS -MADE INSURER F : X • rrG V IJIVFI IVUIVIDCR: 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 WVD POLICY NUMBER POLICY EFF POLICY EXP (MM /DD/YYYY) (MMIDD/YYYY) LIMITS A x COMMERCIAL GENERAL LIABILITY Y GEC001336714 1/1/2017 1/1/2018 EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY $1,000,000 $1,000,000 $10,000 $1,000,000 CLAIMS -MADE X j OCCUR X Contractual Liab X Stop Gap GEN'L AGGREGATE 1 POLICY LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X JECOT LOC PRODUCTS - COMP /OP AGG $2,000,000 X OTHER: No Deductible $ B AUTOMOBILE LIABILITY AEC001336514 1/1/2017 1/1/2018 COMBINED SINGLE LIMIT (Ea nt) $1,000,000 X� X X ANY AUTO ALL OWNED AUTOS HIRED AUTOS No Ded. _ X _ SCHEDULED AUTOS NON -OWNED AUTOS BODILY I BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPER DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE UEC001336614 1/1/2017 1/1/2018 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 $ DED RETENTION $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY 1, / N N / A WEC001337414 1/1/2017 1/1/2018 X PER STATUTE OTH- ER ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. EACH ACCIDENT $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 A Professional Liability Cov. A. Claims Made Retro Date: 10/1/89 PEC001336814 1/1/2017 1/1/2018 Each Occurrence: $1,000,000 Aggregate: $2,000,000 Retention: $100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 2006016.0, Federal Way SMP. As respects Commercial General Liability, Certificate holder is named Additional Insured as per attached forms. CANCELLATION City of Federal Way - Attn: Isaac Conlen 33325 8th S PO Box 9718 Federal Way WA 98063 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTF�LORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ENDORSEMENT #007 This endorsement, effective 12:01 a.m., January 1, 2017 forms a part of Policy No. GEC001336714 issued to ENVIRONMENTAL SCIENCE ASSOCIATES by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT TO INCLUDE AS AN ADDITIONAL INSURED PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. Various Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or XIL 2010 -0704 (Ed. 0413) Q 2013, XL America, Inc. All rights reserved. May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission BVIE 01/06/2016 Page 1 of 2 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. All other terms and conditions of this policy remain unchanged. XIL 2010 -0704 (Ed. 0413) O 2013, XL America, Inc. All rights reserved. May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission BVIE 01/06/2016 Page 2 of 2 ENDORSEMENT #006 This endorsement, effective 12:01 a.m., January 1, 2017 forms a part of Policy No. GEC001336714 issued to ENVIRONMENTAL SCIENCE ASSOCIATES by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS — COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT TO INCLUDE AS AN ADDITIONAL INSURED PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. Various Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury' or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard ". All other terms and conditions of this policy remain unchanged. XIL 2037 -0704 (Ed. 0413) © 2013, XL America, Inc. All rights reserved. May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission BVIE 01/06/2016 Page 1 of 1 A� �® CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 12/28/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Woodruff - Sawyer & Co. 50 California Street, Floor 12 San Francisco CA 94111 NAME:CT Sindy Lara PHONE 415 -402 -6659 FAX (A/C. No, Fxt)• (A/C. No): 415- 989 -9923 ADDRESS slara @wsandco.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Greenwich Insurance Company INSURER B :XL Specialty Insurance Company 22322 37885 INSURED ENVISCI -01 Environmental Science Associates 550 Kearny Street, Ste 800 San Francisco CA 94108 INSURER C : 1/1/2018 INSURER D $1,000,000 INSURER E : $1,000,000 INSURER F : •217924736 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 SUBR INSD VD W POLICY NUMBER POLICY EFF (MM /DD/YYYY) POLICY EXP (MM /DD/YYYY1 LIMITS A COMMERCIAL GENERAL LIABILITY Y GEC001336714 1/1/2017 1/1/2018 EACH OCCURRENCE $1,000,000 DAMAGE TO PREMISES (Ea occurrence) $1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 X Contractual Liab PERSONAL & ADV INJURY $1,000,000 X Stop Gap GENERAL AGGREGATE $2,000,000 GE X 'L AGGREGATE POLICY OTHER: LIMIT APPLIES X JE� No Deductible PER: LOC PRODUCTS - COMP /OP AGG $2,000,000 $ B AUTOMOBILE X X X LIABILITY ANY AUTO AUTOSNED HIRED AUTOS No Ded. X AWNED NON -OWNED AUTOS AEC001336514 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) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ I DED RETENTION $ g 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 WEC001337414 1/1/2017 1/1/2018 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 A Professional Liability Cov. A, Claims Made Retro Date: 10/1/89 PEC001336814 1/1/2017 1/1/2018 Each Occurrence: $1,000,000 Aggregate: $2,000,000 Retention: $100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) D130324.00; Federal Way On Call. As respects Commercial General Liability, City of Federal Way is named Additional Insured as per attached forms. Policies contain a 30 day notice of cancellation and a 10 day notice of cancellation for non - payment of premium. ERTIFICATE HOLDER CANCELLATION City of Federal Way - Attn: Isaac Conlen 33325 8th Ave. S Federal Way WA 98003 -6325 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUT ORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ENDORSEMENT #007 This endorsement, effective 12:01 a.m., January 1, 2017 forms a part of Policy No. GEC001336714 issued to ENVIRONMENTAL SCIENCE ASSOCIATES by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS — SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT TO INCLUDE AS AN ADDITIONAL INSURED PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. Various Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or XIL 2010 -0704 (Ed. 0413) © 2013, XL America, Inc. All rights reserved. May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission BVIE 01/06/2016 Page 1 of 2 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. All other terms and conditions of this policy remain unchanged. XIL 2010 -0704 (Ed. 0413) O 2013, XL America, Inc. All rights reserved. May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission BVIE 01/06/2016 Page 2 of 2 ENDORSEMENT #006 This endorsement, effective 12:01 a.m., January 1, 2017 forms a part of Policy No. GEC001 3367 1 4 issued to ENVIRONMENTAL SCIENCE ASSOCIATES by Greenwich Insurance Company. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — OWNERS, LESSEES OR CONTRACTORS — COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT TO INCLUDE AS AN ADDITIONAL INSURED PROVIDED THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. Various Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard ". All other terms and conditions of this policy remain unchanged. XIL 2037 -0704 (Ed. 0413) © 2013, XL America, Inc. All rights reserved. May not be copied without permission. Includes copyrighted material of Insurance Services Office, Inc., with its permission BVIE 01/06/2016 Page 1 of 1 ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 12/28/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Woodruff - Sawyer & Co. 50 California Street, Floor 12 San Francisco CA 94111 CONTACT NAME: Sindy Lara PHONE 415 -402 -6659 (A/C_No, Evry E-MAIL slara@wsandco.com ADDRESS: FAX • No): 415- 989 -9923 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Greenwich Insurance Company 22322 INSURED Environmental Science Associates 550 Kearny Street, Ste 800 San Francisco CA 94108 ENVISCI -01 INSURER B :XL Specialty Insurance Company 37885 INSURER C : INSURER D : INSURER E : INSURER F : 2137025151 EVISION NUMBER: vTHIS 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 WVD POLICY NUMBER POLICY EFF (MM /DD/YYYY) POLICY EXP (MM /DD/YYYY) LIMITS A )( COMMERCIAL GENERAL LIABILITY GEC001336714 1/1/2017 1/1/2018 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES(Eaoccurrence) $1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 X Contractual Liab PERSONAL & ADV INJURY $1,000,000 X GEN'L X Stop Gap AGGREGATE POLICY OTHER: X No LIMIT APPLIES JECOT Deductible PER: LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP /OP AGG $2,000,000 $ B AUTOMOBILE X X X LIABILITY ANY AUTO AUTOS OWNED HIRED AUTOS No Ded. X SCHEDULED NON -OWNED AUTOS AEC001336514 1/1/2017 1/1/2018 COMINED SINGLE LIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE UEC001336614 1/1/2017 1/1/2018 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 $ DED RETENTION $ B 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 WEC001337414 1/1/2017 1/1/2018 x PER STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 A Professional Liability Coy. A. Claims Made Retro Date: 10/1/89 PEC001336814 1/1/2017 1/1/2018 Each Occurrence: $1,000,000 Aggregate: $2,000,000 Retention: $100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) D207004.00, Federal Way On Call. Evidence of Insurance only. NCELLATION City of Federal Way - Attn: Greg Fewins PO Box 9718 33325 8th Ave. S Federal Way WA 98063 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUT ORIZED REPRESENTATIVE ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD I I RETURN TO: I— S "c— EXT: q3 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: CD/ P(--4111((Aic 2. ORIGINATING STAFF PERSON: S AA C- EXT: Z q 3. DATE REQ.BY: /CA/ 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): (3` ((G ❑ 1NTERLOCAL ❑ OTHER 5. PROJECT NAME: S A C p/Nr72 • _ '---)c 6i.. •_ 6. NAME OF CONTRACTOR: ..5'A ADDRESS: 530 9 Si—tic—S u %L-c. /WE f-ri.v. TELEPHONE Lo ?P7 -44S,p. E-MAIL: 5 ht®C.,a-r-qN C, Qa$,s S o r CA)•• FAX: SIGNATURE NAME: SM f.q,.t ,c..j,o L p,,�4 a 7 TITLE L - -t--iI-% RI°( •5(1 r 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ErlsrtIOR CONTRACMENDMENTS 8. TERM: COMMENCEMENT DATE: a 7( cc COMPLETION DATE: 4/94/( 9. TOTAL COMPENSATION$ 3 7( 9751 5 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:D 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 APPROVE ❑ PROJECT MANAGER G (c, /J'' e a'�/3/ ❑ DIRECTOR L / C' ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW '66())//f 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS IN IAL/DATE SIGNED ❑ LAW DEPARTMENT w rAytts ❑ CHIEF OF STAFF ZgCSIGNATORY(MAYOR OR DIRECTOR) OA,MMV Q s ❑ CITY CLERK / Zfitiii ❑ ASSIGNED AG# AG# i lEM • SIGNED COPY RETURNED DATE SENT: 14101 COMMENTS: 11/9 ` CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way,Way,WA 98003 003 -6325 (253)835-7000 www dtyoffederalway corn AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY WETLAND/STREAM REVIEW AND EVALUATION This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Environmental Science Associates, a California 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] A Amendment No. 1 --ESA PSA 1 - June 2015(1/2015) I ` CITY OF CITY HALL Federal Way 8th 8 South 03 Federal Way,WA 98003-6325 (253) 835-7000 www.cityoffederaiway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: By: L■J� / i i1� T e 1, Ma or ! lerk, Stephanie Courtn;i C DATE: 7c_,/J5 APPROVED AS TO FORM:Ir %//7"� l'Or City Attorney, Amy Jo Pearsall ENVIRONMENTAL SCIENCE ASSOCIATES By: II _ olly ',0;" , Senior Vice-President DATE: % y STATE OF WASHINGTON ) ) ss. COUNTY OF /i ) On this day personally appeared before me Molly Adolfson, to me known to be the Senior Vice-President of Environmental Science Associates that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this /V day of Jay , 2015. ArgA IP Notary's signature ef v •. Notary's printed name 4iib4i "hair) _ OCT * Notary Public in and for the State of Washington. 2018 My commission expires G if, /8 IlIttI1NN� PSA Amendment?' . 1 --ESA -2- June 2015(1/2015) ihilk I I RETURN TO: _l-- _.5��+/s C EXT: 2- 1oL CS CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: 2. ORIGINATING STAFF PERSON ED/ (2[ Q+-t" rrZ S /> L+L EXT: Z (-('f3 3 DATE REQ. BY: S'lzoll 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ JJBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT TrPROF-ESSION-A"- >_RVICE AGREEMENT _ ❑ MAINTENANCE AGREEMENT GOODSAND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG El REA1.ESTATE DOCIMENT __ _ ❑ -SECURITY DOCIJMF.NT(Fr. RnunR LATEDDOCUMENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT(AG #): ❑ INTERLOCAL • OTHER 5. PROJECT NAME: e"rc P -- C_2( T7C6•Lr h e-^s' Fr-V2- rCr-Vt tE(-J or- � �Sso 6. NAME OF CONTRACTOR: Eizt -j,,w 4r- �N•Ti,%_ ADDRESS: TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE / _ 7. EXHIBITS AND ATTACHMENTS: ®vOPE, WORK OR SERVICES KCOMPENSATION C! 'INSURANCE REQUIREMENTS /CERTIFICATE El ALL OTHER REFERENCED EXHIBITS L7 PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: (}Pohl S tdkf.rryar_ COMPLETION DATE: 9. TOTAL COMPENSATION $ — 3 It (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCH DULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: DYES ONO IFYES, MAXIMUM AMOUNT: $ IS SALES TAX OWED N—YES ❑ NO �DOLLAR IF YES, $ cyf+ PAID BY: CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: o -N `cio —s--AV - 4l L 10. DOCUMENT /CONTRACT REVIEW INITIAL /DATE REVIEWED INITIAL/ DATE APPROVED • PROJECT MANAGER • DIRECTOR • RISKMANAGEMENT (IFAPPLICABLE) • LAW 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COuNCI1. APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: • ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT 'SIGNATORY (MAYOR OR DIRECTOR) eCITY CLERK glgSSIGNED AG# SIGNED COPY RETURNED COMMENTS INITIAL/ DATE SIGNED tai 13 AG# DATE SENT: C'�Qc�C. st�rL�a. S Est -c.E'Q - - -- �C'►`�i I� ac- . - - - -- -- __ t i; <� CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www cityntrederalway. 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 Environmental Science Associates (ESA), an environmental services 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: AL Lizzie Zemke, Project Manager 5309 Shilshole Avenue NW, Suite 200 Seattle, WA 98107 T: 206- 789 -9658 F: 206 - 789 -9684 The Parties agree as follows: (ESA): I CITY OF FEDERAL WAY: Isaac Conlen, Planning Manager 33325 8" Avenue South Federal Way, WA 98003 -6325 T: 253- 835 -2643 (direct line) F: 253 -835 -2609 1. JJHX 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. 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. 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. ESA Professional Services Agreement - I - July 2012 ,,ACITY OF Federal uErcu-n CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -8325 (253) 835 -7000 www.d4v ederalmy.com 4.1 AMgmpt. 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 MgthW 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 Ng g-Agpropriation 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. 5.1 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 ESA P r o f e s s i o n a l Services A g r e e m e n t - 2 - July 2012 CITY OF CITY HALL. 33325 8th Avenue South Federal way Federal Way, WA 98003 -6325 12-531113% 7000 WWW cityocierahvey. can 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 Smnjval. 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. 41 S,&. 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 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. ESA Professional services A g r e e m e n t - 3 - July 2012 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -8325 (253) 835 -7000 www. cityoflederahvey. can 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. QZ 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. W= =S;I. 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. 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. J:JU&rJ=J CQD=!QJQ& 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. 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. ESA Professional Services Agreement -4- July 2012 CITY OF ,W Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253 }835 -7000 www. city�ffedero/way. com 12. 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 In retation M d 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. ESA P r o f e s s i o n a l Services A g r e e m e n t - 5 - July 2012 CITY OF .� Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835.7000 www.cit)offedemAvay.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.) ESA Professional Services Agreement .6- July 2012 CITY OF CITY HALL Ift* , Federal Way 33325 8th Avenue South Way, Federal WA 98003 -6325 (253) 835 -7000 www-ci4 ofledsr&uw.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Skip 'est, ayor DATE: S - Z$ 2D (. ENVIRONMENTAL SCIENCE ASSOCIATES (ESA) Un DA STATE OF WASHINGTON ATTEST: Pao ft)m U, " City Clerk, Carol McNeillyj CM Cli APPROVED AS TO FORM: Patricia A Ri4hardson ) ss. COUNTY OF K—t ) On this day personally appeared before me Ze, emke, to me known to be the j' vjeet-Idmner of Environmental Science Associates (ESA) 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 7_ day of _aA! 2013. Notary's signature 0= 2t , Notary Public Notary's printed name E.:5�csz Wit , Sulu of 1Natsmogton Notary Public in and for the State of Washingto . SUSAN M SJQRK My commission expires Am/ My Appointment Expires Apr 47, 2016 ESA Professional Services Agreement -7- July 2012 CITY OF CITY HALL ,�. Federal Way 33325 8th Avenue 8063- • 18 Box 9718 Federal Way, WA 98063 -9718 (253)835 -7000 w�vw.atyofladeraMt3ycam 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 gVRC). 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. ESA P r o f e s s i o n a l S e r v i c e s A g r e e m e n t - 8 - July 2012 ` CITY OF CITY HALL "�.... Federal Way 33325 8th Avenue South • 18 Box 9798 Federal Way, WA 980b3 -9718 (253) 835 -7000 t �vw. cityoffederahvay. 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 hates: The Contactor's hourly rate shall be the rates prescribed in the below fee schedule. I. Personnel Category Rates Charges will be made at the category hourly rates set forth below for time spent on project management, consultation or meetings related to the project, field work, report preparation and review time, etc. Time spent on projects in litigation, in depositions and providing expert testimony will be charged at the category rate times 1.5. Labor Category Level I Level II Level III Director $190 $205 $215 Managing Director $155 $170 $185 Senior Associate $130 $140 $150 Associate $95 $110 $120 Project Technician $75 $90 $110 (a) The range of rates shown for each staff category reflects ESA staff qualifications, expertise, and experience levels. These rate ranges allow our project managers to assemble the best project teams to meet the unique project requirements and client expectations for each opportunity. (b) From time to time ESA retains outside professional and technical labor on a temporary basis to meet peak workload demands. Such contract labor may be charged at regular Employee Category rates. (c) ESA reserves the right to revise Personnel Category Rates annually to reflect changes in its operating costs. 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 ESA Professional Services Agreement - 9 - July 2M CITY OF CITY HALL Federal Way Feder 8th Avenue South • Box 9718 Federal Way, WA 98063 -9718 18 (253)835 -7000 www. WM EXHIBIT "C " WETLAND AND STREAM REVIEW BASIC SERVICE The City of Federal Way's consulting wetland and stream scientists can provide a flat fee service to review limited wetland and stream site conditions. A nonrefundable flat fee of $1,050.00 generally provides the following services: • Two hours of wetland or stream study review • Equivalent of a two hour site visit by two scientists • Preparation of a brief 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: Request: Location: Name: Phone: Mailing Address: Fee: $1,050.00 Date Paid: I authorize the city to proceed with the above request. Signature: Folder #: Parcel #: Email: Receipt #: Date: ESA Professional Services Agreement -10- July 2012 CITY OF V:N�11111 Federal Way EXHIBIT "D" CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www. atyoftea(erAhvay com Vr CRRTIFICATI OF LIABILITY INSURANCE bW 411*10"Ilk It MtttM At A M1A'f7'lIR &VW6kkAbW4biLiAN6 661 � 40 *11WFs DOOM 110 CER W.-A CMTrWATE Drift NOT AFFIRMATMMY OR NEQATNELY AMEND, EXTEND OR ALTER THM CQVMM AFFORM BY THE POUCNt BMAW. THB CEWMeICATE OF ONAMANCE DOES NOT CONSTUM A CONTRACT WfW NA THE IMMONR NSIMIRIft AUTNQRNIND A= OR PRODUCER, AND T11E CERTIFICATE NQLOWL ANT: N O* OWWW ate holirr a wA , tM poftAMS► sands M wAMwwwd. M TKIN WAtVf�, saiyi�Elw Me tlwm 1 and OWANOM of tM papay, awtMn ponces may "Im an wWW%emUK• A eiArnnlsl 140 the COMM daft INK OWN` r40 is w the a Co. �A4111 �K,, Fkwr 12 EWSCI-01 ANY AUM AUTM A MM neADA n" X NRQ Mko w Dee wwrou.AUSS oaaae sscsus►Me aA� WA POfoAvl�IM1011i11 II,.pppeg�pprr RatmAdsleCw��f� wins BY 1 , � ov aPplA91Ww r umcAamaws rvwacw mAMriACOAa wt, AMYW W IWru s.w,ew., rw..pa. h regW�+ie 1.00; Faderol On CaN. As Commerdai General Uabft, City of Federal Way is named A dcMkx 1 InMAad as per I forms CCU M/04) CG201 907104). contain a 30 day nodal of and a 10 day notice of Cancellation for rlonpaymera of premium. ACOM 29 (M4" 19Y4^7979 AGGmfOa 4s "( '�iAiPdAN. M nWM FGWVM. The ACOM name and lop am ropWWW marks of ACOM ESA Professional Services Agreement - 11 - July 2012 SHOULD ANY OF THE ABOVE DESCRIBED POUCM BE CANCELLED WORM THE EW4RATM DATE THM", NOM WIN. BE DEIPIERED IN CRY of Federal Way - Attn: isle COnlen ACCORDANCE WITH THE POUCY PROVISION& ttltl Ave. S Federal Way WA 8eOQ36= �vAwnzwo wwawm+smrs t,a1tW a - Gf1eblTrte) ACOM 29 (M4" 19Y4^7979 AGGmfOa 4s "( '�iAiPdAN. M nWM FGWVM. The ACOM name and lop am ropWWW marks of ACOM ESA Professional Services Agreement - 11 - July 2012 �CITY OF Way Federal POLICY NUMBER. GEC001336710 CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www.cityvffederaMw.com COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -- COMPLETED OPERATIONS This endorsement modifies insurance provided under the fo9w4ng: COMMERCIAL GENERAL LIABILITY COVERAGE PART SecIlIft M — YAW Is An kwwod Is amended to include C420374TU ESA Professional Services Agreement Copyright, 1.90 Properti , Inc., 2004 _12_ July 2012 `CITY OF Federal Way POLICY NUMBER: GECO01336710 CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www.dt)vffedera&W.com C0111111111111111IRML Is WMAL LtAMILiTY CC 2010 97 44 THU ENDORSEMENT CHANCES THE POLICY. PLEAIiE READ IT CAREFULLY. ADDITIONAL. INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED P R30N OR ORGANIZATION Tads endorsement modifies Insurance provided wd r the (0110wing: COMMERCIAL GENERAL LIABILITY COVERAGE PART REQUIRED IN A WRITTEN CONTRACT OR Wt4'rTEN AGREEMENT TO INCLUDE AS AN ADDMONAL INSURED PROVIDED THE "BODILY INJURY" OR 'PROPERTY DAMAGE" OCCURS SUBSEQUENT TO THE EXECUTION OF THE WRITTEN CONTRACT OR WRITTEN AGREEMENT. A. Sectlim N — Who Is An Irmo O is amended to Include as a n additional insured the parsons) or orgenizatlon(s) shown in the Schedule, but only with respect to lloabilty for "bodtly Injury", "property or "peril and adv erasing hnJW caused, in whole or In part, by: 1. Your ads or omissions; or 2, The acts or orntaaions of those acing on your beh4t , in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following addi Nonai exclu - signs apply. ce 20 1,110 47 04 This Insurance does not apply to "bodily Injtwy" or "property damage" omrrkV agar: 1. AN work, Including Malmia ls, parts or equip ° rnent furnished in conneclfon wigt such work, on the project (otter than service, nv* to nance or repairs) to be performed by or on behalf of the additional insured(s) at the We - Non of the cov ored operations has been com - pla+ted; or Z That portion of 'your work" out of which the injury or damage arises has been put to its mended use by any pers on or or prNzaition oNrer then another contractor or submtraa for engaged in performing operations for a prindpal as a part of the same prat. CopyrlgK I80 Properties, Inc., 2004 UNWOW ESA Professional Services Agreement -13- July 2012 ENVIRONMENTAL SCIENCE ASSOCIATES BOARD OF DIRECTORS RESOLUTION ON SIGNATURE AUTHORITY OF THE COMPANY August 20, 2010 WHEREAS, it is in the interest of the Company to maintain appropriate control of proposals, contractual agreements and other project - related expenditure authority, therefore BE IT RESOLVED, that the corporate policy regarding Signature Authority of the Company be established as follows. All previous policy regarding Signature Authority is hereby superseded by this resolution. Contracts and Proposals Only Corporate Officers and other position levels specifically identified in Table I below are authorized to sign contracts and proposals for projects or prospective projects, respectively. Before any contract is signed, applicable procedures for contract review must be adhered to, including review by the CFO of all general contract terms. Contracts or proposals with a value of $1,000,000 or more require approval of the Board of Directors prior to their execution or submission, respectively. Entering into independent contractor agreements is not authorized by this policy. Such agreements require prior approval by the applicable Regional Director and COO. Other Authority to issue purchase orders is vested in the Office Manager, Regional Director, and/or CFO. Approval of project - related purchases is specified below in Table 1. TABLE 1: ESA SIGNATURE AUTHORITY OVERVIEW:L Vice President to $500,000 to $250,000 Subcontracts and Project- Related Business Group Director Q Manager Proposals and Contract Subcontract Purchases and Approval Levels Contracts Modifications Modifications Invoices Board of Directors + President + $1,000,000 $1,000,000 $500,000 to $10,000 Senior Vice President ......11.1..1 .. ..... .............. .. ........._. and over ., .......1.111. ...................... and over ............................. . and over ....1111.... to $10,000 Senior Vice President + over $750,000 to President pr $999,999 to $999,999 to $499,999 over $75,000 CFO gr C00.._.... _1111 Senior Vice President to $750,000 to $750,000 to $375,000 to $75,000 Vice President to $500,000 to $250,000 _111,1 ......1111.. to $250,000 to $50,000 Business Group Director Q Manager to $250,000 to $100,000 to $100,000 ... �:...__. to $25,000 Project Director and Office Director to $100,000 to $50,000 to $50,000 to $25,000 Project Manager None None to $10,000 to $10,000 Office Manager None None None to $10,000 Board of Directors Meeting — August 20, 2010 ESA I ESA OFFICERS Corporate Gary Oates President & CEO San Francisco Greg Thornton Sr. VP & CFO San Francisco Eric Ruby Sr. VP & COO San Francisco Annette Bonilla VP & HR/Corp Ops Director San Francisco Ellen Cross Sr. VP & Strategy /Client Services Director San Francisco Bay Area Patricia Berryhill VP & Community Development Deputy Practice Leader Oakland Ann Borgonovo VP & Bay Area Deputy Regional Director San Francisco Bob Battalio VP & Chief Engineer San,; Francisco Jeff Haltiner Sr. VP & Hydrology Practice Leader Sara Francisco Jim O'Toole VP & California Water Group Director; Deputy BA RD Petaluma Brian Ramos Sr. VP & Northern California Regional Director San Francisco Central Valley Steve Alverson Sr. VP & Airports Practice Leader Sacramento Brian Boxer VP & Northern California Community Development Lead Sacramento Erich Fischer VP & Central Valley Regional Director (end 6/30/12) Sacramento VP & Central Valley Bio Resources PL (eff 7/1/12) Sacramento Cathy McEfee VP & Central Valley Water Group Director Samento Northwest Molly Adolfson Sr. VP & Northwest Water Practice Leader Seattle Paul Agrimis VP & ESA Vigil - Agrimis Deputy Office Director po#land Dave Buecker VP & Energy Practice Leader Sejttle Lloyd Skinner Sr. VP & Northwest Regional Director Settle Teresa Vanderburg VP & Northwest Water Practice Leader Settle Ken Vigil VP & ESA Vigil - Agrimis Office Director Poand Southern California Bobbette Biddulph VP & Southern California Regional Director San Diego Deanna Hansen VP & So Cal Community Development Group Director Los Angeles Mitch Marken VP & Cultural Resources Practice Leader Los Angeles Leslie Moulton Sr. VP & California Water Practice Leader Los Angelei Lloyd Zola Sr. VP & Community Development Practice Leader Lo►ngeles Y Southeast Mike Arnold VP & Airports Deputy Practice Leader Tamr)a Julie Sullivan VP & Southeast Regional Director Pfllando _,. 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