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AG 14-076 ' RETURN TO: A _ EXT: GL CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: C t,,. r. * e. 2. ORIGINATING STAFF PERSON: ' EXT: (0 3. DATE REQ.B . ginDf 4. TYPE OF DOCUMENT(CHECK ONE): a�i U � ❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ,›<ItOFESSIONAL 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#): 14--01 k ❑ INTERLOCAL OTHER �.vec .tr e1 o I �j't,,.v M 5. PROJECT NAME: (?.. G? ��'S s� 4'e„ 6. NAME OF CONTRACTOR: V on,- 4-a■A '°/4. o C.4194eS 6.5 ADDRESS: -11F-___-• ,�r� ; TELEPHONE E-MAIL iV"06. d�?✓r6 A 2S 950C..Gd-+n FAX: SIGNATURE NAME: TTt v"4e..yA t. ,to,k•,,r,.s TITLE V uc.a. Pet S• 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ` ,.. PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: ci,,,,,.G '^3Qt 27(5 COMPLETION DATE: ,C . 2a(5 9. TOTAL COMPENSATION$ ✓ 000 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER Zr-' i r ❑ DIRECTOR / fJ ❑ RISK MANAGEMENT (IF APPLICABLE) ID LAW 43�l //2-6/if 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 TIAL/D SIGNED ❑ LAW DEPARTMENT 014 7I 30 ❑ CHIEF OF STAFF ��� NW SIGNATORY(MAYOR OR DIRECTOR) -_ TilBrJAFM7A CITY CLERK - CAic ASSIGNED AG# AG# OEM SIGNED COPY RETURNED DATE SENT: < N COMMENTS: 11/9 l l'ov f <-r Q IA-f p reof1: CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 •;,, ,•_ (2.53) 836-7000 sv �vcityofec/eramoy°con AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR CRITICAL AREAS ORDINANCE UPDATE This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation("City"),and Environmental Science Associates("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 services related to the update of the Critical Areas Ordinance ("Agreement") dated effective April 28, 2014 as follows: 1. AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2015 ("Amended Term"). 2. 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] AMENDMENT - 1 - 1/2015 CITY OF CITY HA Federal Way 33325 8th LL Avenue South Fedefal Way,WA 98003-6325 (253) 835-7000 wr tv citt offeaeiaiuvaYf COM IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: BY: _____ ._-«�_.r... egl A /J�..�/ AA Ji m ell, ayor i erk, Stephanie Cour - MC DATE: /7// I APPROVED AS TO FORM: ate i1' -rpr City Attorney, Amy Jo Pearsall ENVIRONMENTAL SCIENCE ASSOCIATES i By: .II, / .► Printed Na / Margaret Clancy Title: Vice President DATE: 6/30/215 STATE OF WASHINGTON ) ) ss. COUNTY OF /O/ ) On this day personally appeared before me T7bree &bn dl , to me known to be the _Yiee O/CJ,Ck46 of 6J''4 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 9� day of JU4 _, 2015. oouIIlbgi'� Notary's signature y'L:' ••• Notary's printed name erif,A.- Main OCT e Notary Public in and for the State of Washington. _* 16 •* •;b ss�� 2018 G My commission expires /dM 0 ,,T4RYIpvO``�� AMENDMENT - 2 - 1/2015 RETURN TO: p /� _, L EXT: C9 3 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: n,% , � M 2. ORIGINATING STAFF PERSON: \ 01A Acrrll --� EXT: 9/0$6 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): • CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT • GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG • REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BONDRELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION • CONTRACTAMENDMENT(AG #): ❑ INTERLOCAL • OTHER (� ` 5. PROJECT NAME: C C' 0mr-!e .X_ e4..S vac �- c.2 V 1"4o,'e- 6. NAME OF CONTRACTOR: ADDRESS: TtLEPHONE E -MAIL: .¢, G. csG. ,Gown FAX: 7t3°1 . g Cv I' SIGNATURE NAME: ( -L'?.t7-up TITLE xg4A !!T—. 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTTR�ACT /AMENDMENT 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: tj �U1 zoyF:) 9. TOTAL COMPENSATION $ 7S + O o o (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSEXYES ❑ N p IF YES, MAXIMUM DOLLAR AMOUNT: IS SALES TAX OWED ❑ YES IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: W "' 1�5 — D -79 "S — LO k' !A `�_ 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL/ DATE APPROVED • PROJECT MANAGER • DIRECTOR ❑'�d SK MANAGEMENT (IF APPLICABLE) 9 LAW � 3 11. COUNCILAPPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING \ u ,�ENT TO VENDOR/CONTRACTOR DATE SENT: �\ 3 DATE REC'D: i -I 2� � LA 'ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ,, INITIAL/ DATE SIGN » D v LAW DEPARTMENT ❑ CC IEF OF STAFF ff SIGNATORY (MAYOR OR DIRECTOR) t$ CITY CLERK J ASSIGNED AG# AG# I 1% SIGNED COPY RETURNED DATE SENT: COMMENTS: 11/9 CITY OF CITY HALL '�._. 33325 8th Avenue South Federal Way Federal Way. WA 98003 -6325 (253) 835 -7000 m "v cayoffederahvay com PROFESSIONAL SERVICES AGREEMENT FOR CRITICAL AREAS ORDINANCE UPDATE 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: ENVIRONMENTAL SCIENCE ASSOCIATES (ESA): 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: CITY OF FEDERAL WAY: Matthew Herrera, Senior Planner 33325 8t' Ave. S. Federal Way, WA 98003 -6325 T: 253.835.2638 F: 253.835.2609 com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than June 30, 2015 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit "A ", attached hereto and incorporated by this reference ( "Services "), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12; and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B ", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B ", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form PROFESSIONAL SERVICES AGREEMENT - I - 9/2012 ` CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 wyvw cityoffederalway corn specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. 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 shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. PROFESSIONAL SERVICES AGREEMENT - 2 - 9/2012 AN �Federai Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cayoffederaiway com 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors 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, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its PROFESSIONAL SERVICES AGREEMENT - 3 - 9/2012 ` CITY OF CITY HALL '�.... 33325 8th Avenue South Federal Way. WA 98003 -6325 Federal Way (253) 835 -7000 4vww c lyoffederalway com authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EOUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non - discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. 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 PROFESSIONAL SERVICES AGREEMENT - 4 - 9/2012 Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 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. 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 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, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - 9/2012 CITY OF CITY HALL ` '�.... Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cayoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY s Jim Fe661, Miyor DATE: ENVIRONMENTAL SCIENCE ASSOCIATES (ESA) By: -�—� !T� V ��° �'-� Theresa Vanderburg, Vice President DATE: -T STATE OF WASHINGTON ) ) ss. COUNTY OF \Q no ) ATTEST: GXL".. - 1119 001 City Clerk, Carol McNeilly, M APPROVED AS TO FORM: lo City Attorney, Patricia A Richardson On this day personally appeared before me Teresa Vanderburg, to me known to be the Vice President 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 /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my N074,p fit official seal this y 1'k da w \ , 2014. Notary's signatur r--r, Notary's printed n e -c Notary Public in and for the State of Washington. My commission expires PROFESSIONAL SERVICES AGREEMENT - 6 - 9/2012 CITY OF CITY HALL Federal Way 33325 8th Avenue South • Box 9718 Federal Way, WA 98063 -9718 18 (253) 835 -7000 trirw cityoffederahvay com EXHIBIT "A" SERVICES The Contractor shall provide the following services to the city as it prepares an update to the existing Critical Areas Ordinance and the comprehensive plan's Natural Environment Element as required by the Washington State Growth Management Act: • Kick Off and Public Participation a. Kick -off meeting with staff to review schedule, public outreach approach, and identify key problem areas of existing regulations and policies. b. Develop a draft and final outreach plan to document approach to engaging environmental groups, developers, and residents. c. Develop up to four graphics, storyboards, pamphlets, or surveys. for outreach, public workshops /meetings, and homeowners. d. Attend and provide technical and co- facilitation assistance at 2 open house type public meetings. e. Attend and provide technical and co- facilitation assistance at 3 Planning Commission/advisory group meetings. f. Conduct up to five 30 minute interviews or focus group meeting with targeted stakeholders. • Best Available Science a. Review existing CAO for Best Available Science compliance pursuant to RCW 36.70A.172. Provide recommendation for compliance with BAS, if needed (e.g. Fish and Wildlife Habitat Conservation Area regulations). This review and list of recommendations will be presented in a gap matrix in table format. b. Prepare limited stream inventory conducted from public rights -of -way. Provide a technical memo and one page map of streams within the City limits. c. Consider (pros /cons) adoption of Ecology and DNR wetland and stream classification in a draft and final memorandum. d. Develop draft regulatory language that addresses mitigation sequencing for impacts to each critical area. e. Specify draft regulatory language to address FEMA requirements for habitat assessments within flood damage prevention chapter. • Mitigation Banking/In Lieu Fee Programs a. Document feasibility of implementing a mitigation bank or in lieu fee program for wetland mitigation in a draft and final memorandum. • Review Proposed City Staff Edits a. Review, comment, and provide recommendations on one draft; and a limited review of a second draft of proposed edits to existing critical areas development regulations. b. Review, comment, and provide recommendations on one draft; and a limited of a second draft of proposed edits to existing comprehensive plan text. c,. Identify additional edits not identified by staff. • Legislative Process a. Prepare a PowerPoint slide presentation of substantive aspects of update. b. Attendance and technical support at the following five meetings: • Planning Commission — Study Session; • Planning Commission — Public Hearing; • City Council Land Use /Transportation Committee — Public Meeting; and • City Council Meeting —1" Reading of Ordinance; PROFESSIONAL SERVICES AGREEMENT - 7 - 9/2012 CITY OF CITY HALL '�.._. 33325 8th Avenue South • Box 9718 Fe d e ra I Way Federal Way, WA 98063 -9718 18 (253) 835 -7000 mvw atyoffederzilway com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Seventy -Five Thousand and no /100 Dollars ($75,000.00) 2. Method of Compensation: EXHIBIT B: PRICING PROPOSAL ESA Labor Detail and Expense Summary FEDERAL WAY CAO AND COMP PLAN UPDATE TM IKON /aeeelras0 "q F "m O�OIr asas Fw}et ter seam iMeMet Sbon lasum FY�sr KMW e-Ne Fnt NoM/Ft seq FmJet! � oaaen � 10, sear an Te4 Ails "*I TOW Ilea TOW lad -Flb riere $175 —== $13D $135 $115 $135 $105 $125 390 $85 Tad 1 wa e! and P PaitidprioalOutraeh 8 24 40 8 28 2 110 S 13,870 Tact 2 raft Amide saiease Rw"wfGap Mav s 4 35 16 38 42 24 22 181 $ 21,950 Task 9 Lien Fa 2 24 8 8 12 10 2 66 7AW - S - Task 4 Resiw Psepowd Cyr Eift 4 24 8 40 8 84 S lkm S Task S LeBsbtisn From" 8 24 32 8 8 2 821S IRD90 S Taal Mrs 26 131 321 158 5B 36 36 40 6 523 Sabtabds -Labor Coals $ 4 S 17 f 4,320 518170 f 71830 $ 378D S 4,500 S 36600 $ 510 f P wddSort- LAWHoss Orgy 5. 25.0% 6.1 3D 11.1% &9% &9% 7.6% t. 100.0% PtroadofMd -Trial Coe[ 6.1 227% 5 24 10.4% 5.0% 6.0% 4.8% 0.7% 65.7% ESA Labor Coals $ 84,290 ESAN=4Abor Etpeases Mffftnede EVMM $ 500 ESA Egi*nwd un9e (Le- CWFAn , GPS) $ 2W Subtotal ESA Narlabor Expanses S 760 >Aboolsulbe[ Comb flabinm NOW f 184880 TOTAL PROJECT PRICE S 74,990 PROFESSIONAL SERVICES AGREEMENT - 8 - 9/2012 CITY OF CITY HALL Federal Way 33325 8th Avenue South • Box 9718 Federal Way. WA 98063 -9718 18 (253) 835 -7000 mm cityoffederatway com EXHIBIT "C" ' �°R°r CERTIFICATE OF LIABILITY INSURANCE X21314 '°m'"' THIS CERTIFICATE IS ISSUED AS A MATTER OF lIFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. T a CERTFICATE DOES NOT AFfNiNAT1VE1-Y OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICES BELOW THIS CERTIFICATE OF NSUlW#M DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSU NG NSURED(S) AUTIiORQED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER NPORTANT: If the eerriftate holder is an ADDTTIUNAL INSURED, the policy0es) wwst be endorsed_ IT SUBROGATION IS WANEM subject to the b"m anif oormliberas of the policy, certam poiorcs my require m endorsement A stalem al: on this cffb teats does not confer nOft ID the PROINCER Noodrulf sawyer a Ca_ 50 Cailbmis Street; Fkoor 12 San Francisco CA 94111 fnMMIS) EMVISCI-01 6rArormnerdal Science Assockdes 550 Keamy Street. Ste 800 San Frarmism CA 94108 COVERAGES CERIFNCATE Ml1EIEt 1109649056 REVINIOM MUMEIM OF NOROLMM LISTED MOW HAVE BEM ISSUED TO THE INSURED NAMED ADME FOR MAP INDICATED- tmyrwnNSTANDN6 ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO MIH/CM Ttw CERTFICATE WAY BE ISSUED Olt MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCMED lEREI N 94 SUI9ECT TO ALL THE TEIMfS, EXCLUSKM AND CONDITIONS OF SUCH POLICES. LaaITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAYS. ACCOIDANCE MATH THE POLICY PN)VNIOtNi. ai Lin TYPEOFraYIAN� Federal Way WA 98tk83 Aunr00910) PNLICY111�R IT(dw0 G"- awne) 1'mao Ulm rl9@I/II.LIIIELnY Y GECOD13wil 111=4 V112015 SIAllam COMMEN MLOONEiIILUDNWIT VABII= CLAMMPUNDE El � wm 11111) C rdrad"Lab PERSOMOC&AWaLARY s1.OBSOB DINEMLA0011103 7E 52ABD Om taMr PER: FIMXX CT8-QGWP0PADO WJMM Pam-, I x I m Loc i Mr mommupowm AE=1336511 IMMM4 11015 sar SIADDAM ANY AIRO DODLY WARY Verpumm) f ALL CMR® AUICB SCHEDULED ALRCr SWLT WARY mwarw" f rae�AUloa FX "D r® S Deu : urfeRaLwLw x oouR lECtat336611 /iltOt4 mts eAMOCC *I;utlgm EMISI UAM ctAa®ar= I101fiE6il1E i1 AN fraarreraaarr w FA=t3374t1 Illam 120% x � AANMY GMPLOW LLIUM VIM MIA LEAMACCE E Mt i1 man JUXW- ELemeAfE. -EA 51 f �e� r1G/ mom YeYS FLI78EAE.- P0LWVLMr VIADDAM Paplea 0LWAM PECwt33mil /1=4 111120ts EachOeun4rm $I A01N..0® Cm. A. Clam Made i2 AD= fmo, Dale: mum I�darz stn coo �froroFaMlrLlrfrarL ,aLyulolsrvRafoLflf LrtwAmrslfl. AwlirrlRr .rrosfrwra.r.wo..Irwewrl 134N5. City of Federal Way CAD: Update. As respecls Comrrrercial General L obft. City of Federal way is narned Addbonal hlsned as per attached forms CG2037 (07114) 3 CG2010(07I04I Policies contm a 3D dry noboe of cancellation and s 10 day notice of cancellation for nonimpnerrt of premium. f` P9VTiMJTr -11" Opt CaarCC1 1 ATIrm O t9811-2Ot6 ACORD C RPORATKXL AN Aorta rrsanreLL ACOFW 25 j8Dt91 M The ACORD m ame and logo are registered marks of A0 RD PROFESSIONAL SERVICES AGREEMENT - 9 - 9/2012 ED SHOULD ANY OF THE ABOVE DIESC/mED POLICES BE CANCELLED THE EXPIRAMION DATE THEAEW. NOTICE MILL BE DELIVERED N City of Federal Way - Ann: Debbie Hall ACCOIDANCE MATH THE POLICY PN)VNIOtNi. 33530 First Way 5779 Federal Way WA 98tk83 Aunr00910) IT(dw0 G"- awne) O t9811-2Ot6 ACORD C RPORATKXL AN Aorta rrsanreLL ACOFW 25 j8Dt91 M The ACORD m ame and logo are registered marks of A0 RD PROFESSIONAL SERVICES AGREEMENT - 9 - 9/2012 ` CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South • 18 Box 9718 Federal Way. WA 98063 -9718 (253) 835 -7000 www cityoffederahray coin POLICY NUMBER: CEC001336711 COMMERCIAL GENERAL LIABILITY CG 20 3T 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 fdtowl ng: COMMERCIAL. GENERAL LIABILITY COVERAGE PART Or Oramnhzatlon(a): I Location And UIRED IN A WRITTEN CONTRACT OR WRITTEN EEMENT TO INCLUDE AS AN ADDITIONAL [RED PROVIDED THE 'BODILY INJURY' OR IPERTY DAMAGE" OCCURS SUBSEQUENT TO EXECUTION OF THE WRITTEN CONTRACT OR rTEN AGREEMENT. to compWe this Schedule, if riot shown shove, will be elrown in the Dedaretlons. Sselfi n 11— Who Is Aa Insured is amended to include as an additional Insured the persons) or or- ganbotloro) ahovKi In the Schedule, but only with respect to fiabllity for "bodily irqury" or "property darnage" caused, in whole or in part, by your +work' a) the location designated and described In the schedule of Cris endorsement performed for that additional Insured and included in the 'products completed operations hazard'. CG 20 sT 07 64 Copyright, ISO Properties, Inc., 2004 UNIFORM PROFESSIONAL SERVICES AGREEMENT -10- 9/2012 CITY OF '�... Federal Way POLICY NUMBER: GECD01336711 CITY HALL 33325 8th Avenue South - PO Box 9718 Federal Way. WA 98063 -9718 (253) 835 -7000 mvw cayoifederalway com COMMERCIAL GENERAL UA8ILITY CG 2010 07 04 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 PART SCHEDULE Name Of Additional Insumd Persons j Or nizato • : Locatlo a Of Covered Operafflons ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED IN A Various MITTEN 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. Information required to complete this Schedule. 0 not shown above will be sham in thf Dedtar"cm. A. Section II — Who to An Insured Is amended to Include as an additional Insured the person(s) or orgoni¢ation(s) shown In the Schedule, but only *Nh respect to liability for "bodily Injury ". "property damage or "personal and advertleinq Injury" cauaed, in whole or In part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalr, in the parli rmanoe of your ongoing operations for the additional insured(s) at the location(&) designated above. B. Wilh reaped to the insurance aftrded to these additional Insureds, the following additional exclu- sions apply: CG 2010 07 04 This insurance does not apply to "bodily injury" or 'properly damage" occurring efter: i. AN work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, malnte- nonce or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been corn- plated; or Z That portion of "your work" out of which the Injury or damage arises has been pull to its Intended use by any person or organization other than another contractor or subcontractor engaged in performing operatlone for a principal as a part of the same project. Copyright. ISO proper%*, Inc., 2004 POOR 1 UNIFORM PROFESSIONAL SERVICES AGREEMENT - 11 - 9/2012 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 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 Subcontracts and Project - Related Proposals and Contract subcontract Purchases and Approval Levels Contracts Modifications Modifications Invoices Board of Directors + $1,000,000 $1,000,000 $500,000 President + Senior Vice President and over and over and over _ Senior Vice President + President or over $750,000 to to $999,999 to $499,999 over $75,000 CFO or COO _..- $999,999 Senior Vice President to $750,000 to $750,000 to $375,000 to $75,000. Vice President to $500,000 to $250,000 to $250,000 to $50,000 Business Group Director or to $250,000 to $100,000 to $100,000 to $25,000 Manager 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