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AG 16-117RETURN TO: PW ADMIN EXT: 2700 ID #: /S Los CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / 37T? EE I S 2. ORIGINATING STAFF PERSON: 3 FF HU i 1•.1 ti EXT: , .7oc.I 3. DATE REQ. BY: 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ /PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT d PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) DJORDINANCE O RESOLUTION CONTRACT AMENDMENT (AG #): Ito - 11? ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: O17 Cn lki & 1>n 3I& es ?dirt Sye v e- 5. NAME OF CONTRACTOR: Ti-1 S T11 C 6 ra (4 1a.. M 40 4 mar l V1 CO S L.Le 1 ADDRESS: I . _ • ► Irk . 0 / 1 / .11 • t i 2 TELEPHONE: O -- '-' -1 E -MAIL: ,51111ii-k L. I ITN 5 - r5- . Can $5,2g 3 FAX: 1.44g() - 8)1 - A 14 SIGNATURE NAME: < r' 0 ph oil (`O I f h TITLE: pI"(1..S 1 QAT 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANSE REQUIREMENTS /CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS O PROOF OF AUTHORITY TO SIGN O REQUIRED LICENSES 6r PRIOR CONTRACT /AMENDMENTS CFW LICENSE # 16} 1 U1.4.7 ?S7 BL, EXP. 12/31/ iv- um # 60.2:732/6-) , EXP. (, /2)0/1 13 7. TERM: COMMENCEMENT DATE: T "••wc4 t ' �,���{�' �^Lf u r M COMPLETION DATE: Al it 5 1, 9-01 3 /r-1 8. TOTAL COMPENSATION: $ 141;115. 0 0 l % LDJ ei t . (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SC U ES 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 0 CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED Cc�� ❑ PURCHASING: PLEASE CHARGE TO: 10,2 - 41.4 00 - 5 1 / - 551 6-- 0- 41 D 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 0/ PROJECT MANAGER ! (o )1 ? L .O 1 } 1�NISION MANAGER Pl"DEPUTY DIRECTOR �J7 ��J V IMRECTOR G._- C. t Z 't Eti...g.ISK MANAGEMENT (IF APPLICABLE) L LAW DEPT 6 b /(4 /17 10. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING 1.1� 1n„ I� 15 $ENT TO VENDOR/CONTRACTOR DATE SENT: L(/ DATE REC'D: (❑"ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED • LAW DEPT C'ib%1►I%' SIGNATORY (MAYOR OR DIRECTOR) �T�ii��Ld CITY CLERK /j • t/ a )0 ASSIGNED AG # AG 110/'I} 10 SIGNED COPY RETURNED DATE SENT: V RETURN ONE ORIGINAL COMMENTS: �j�,� £2-,) EXECUTE 4 e ° ORIGINALS � rn I Wig (ii Chvtior putzti., or- 4/2017 CITY F O �... Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR 2017 MANUAL PAVEMENT DISTRESS RATING SURVEY This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and IMS Infrastructure Management Services, LLC, an Arizona limited liability company ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for 2017 Manual Pavement Distress Rating Survey ( "Agreement ") dated effective August 25, 2016, identified as Agreement No. 16 -117. 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 August 31, 2017 ( "Amendment 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 NO. 1 - 1 - 3/2017 CITY F O Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Date: ATTEST: h nie Courtney, CMC, City 4erk APPROVED AS 0 FORM: 'jO /J. Ryan Call, City Attorney IMS INFRASTRUCTURE MANAGEMENT SERVICES, LLC: By: Step en J. Srfh, P. E., Member/Manager 1820 W Drake Drive, Suite 104 Tempe, AZ 85283 (408) 839 -4347 Date: ocQ , & ©` 1 STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On this day personally appeared before me Stephen J. Smith, to me known to be the Member/Manager of IMS Infrastructure Management Services, LLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. GIVEN my hand and official seal this , ° day of (An t , 20/7 Notary's signature Notary's printed name ?acl a. y 7 #z.' srsr, Notary Public in and for the State of Arizona. My commission expires l /2y/o20 /c( ZACHARY LESTER THOMASON Notary Public - Arizona Maricopa County My Comm. Expires Jan 24, 2019 AMENDMENT NO. 1 - 2 - 3/2017 RETURN TO: MERCEDES EXT: 2701 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / EE 1 S 2. ORIGINATING STAFF PERSON: I t rr. H U 1/ N 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT Qb PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 2721 3. DATE REQ. BY: ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: 261-i- Mau U 4I 1-)va.Aenti.,of 1 JI S S�� IZGTI + G% 1L17/0.14 6. NAME OF CONTRACTO' r I :� . 1N 1J L� I♦ / 1 .etc Ill+ j C- ADDRESS: TELEPHONE: - J-! 5144 E—MAIL: $5md f ri1S — r : L"D SS2,83 FAX: k0 — q� %i 3 4 g SIGNATURE NAME: S +QTha n �� `71 `(1l % TITLE: -pra-s c� 41.41 7. EXHIBITS AND ATTACHMENTS: [J7. SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # 141" 104781 B,L,(EEXP. 12/31/ 1(Q UBI # �Z73 `.2( 7 , EXP. b 8. TERM: COMMENCEMENT DATE: Nll�� ter 1 1, t) 1 COMPLETION DATE: 1,) I a0 9. TOTAL COMPENSATION: $ 41,11 ?. 00 (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 Gl PROJECT MANAGER DIVISION MANAGER XL DEPUTY DIRECTOR k, DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 112.8 if,,LAW DEPT 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ��j SENT TO VENDOR/CONTRACTOR ,V DATE SE. ND: 4 ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, ICENSES�/ XHIBITS� INITIAL / DATE REVIEWED COMMITTEE APPROVAL DATE: LAW DEPT HIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) % CITY CLERK )(,ASSIGNED AG # A.SIGNED COPY RETURNED RETURN ONE ORIGINAL • COMMENTS: EXECUTE " " ORIGINALS ial&I /9' IIIVOv Vo ir( 4, e - 146 6 {d vt I a!'1! L /. D ' TE I NED &a%'11 A: 1i'7J :47 ; , AG• �iF ftI DATE SENT: %-99 -ib INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: V ' L l'( 1/15 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwww cityoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR 2017 MANUAL PAVEMENT DISTRESS RATING SURVEY This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and IMS Infrastructure Management Services, LLC, an Arizona limited liability company ( "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: IMS INFRASTRUCTURE MANAGEMENT SERVICES, LLC: Stephen J. Smith, P.E., President 1820 W. Drake Drive, Suite 104 Tempe, AZ 85283 (480) 839 -4347 (telephone) (480) 839 -4348 (facsimile) ssmith @ims- rst.com CITY OF FEDERAL WAY: Jeff fluynh, Street Systems Engineer 33325 8th Ave. S. Federal Way, WA 98003 (253) 835 -2721 (telephone) (253) 835 -2709 (facsimile) jeff.huynh @cityoffederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than July 31, 2017 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ( "Services "), attached hereto and incorporated by this reference, 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 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 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 of Services and payment under this Agreement. City of Federal Way 2017 Manual Pavement Distress Rating Survey 1 2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalwav corn 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following 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. 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: City of Federal Way 2017 Manual Pavement Distress Rating Survey 2 2017 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www crtyoffederalway corn 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, stopgap 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 this 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 with respect to 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 Contractor's insurance. 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 the 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 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 and 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 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 that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, 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. City of Federal Way 2017 Manual Pavement Distress Rating Survey 3 2017 4 PT ecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 awvw cityoffederalway com 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 that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement 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 Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. 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 entities or persons; 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, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by 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, honorably discharged veteran or military status, sexual orientation including gender expression or identity, 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 Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and City of Federal Way 2017 Manual Pavement Distress Rating Survey - 4 - 2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crtyoffederalway corn 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; 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] City of Federal Way 2017 Manual Pavement Distress Rating Survey - 5 - 2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Jim e : Mayor ATE: �:.5 ATTEST: y lerk, Stephanie Co APPROVED AS TO FORM: y, CMC Mark Orthmann, Acting City Attorney IMS INFRASTRUCTURE MANAGEMENT SERVICES, LLC By: tephen J. S , P.E., Member 1820 W. Drake Drive, Suite 104 Tempe, AZ 85283 (480) 839 -4347 DATE: STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On this day personally appeared before me Stephen J. Smith, to me known to be a Member of IMS Infrastructure Management Services, LLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument. GIVEN my hand and official seal this /1,111 day of /111,v {' , Notary's signature _ _ _ _ _ _ _ _ _ _ _N1ottry's printed name 2 , .� %3tc�•.wtt : �'' "'' ,, ZACHARY LESTER THOMASON Notary Public in and for the State of Washington. 4 Notary Public - Arizona 1 My commission expires Oy /490/i I ;y Maricopa County �,..� My Comm. Expires Jan 24, 2019 City of Federal Way 2017 Manual Pavement Distress Rating Survey 6 2017 CITY OF A. Federal Way EXHIBIT A SERVICES 1. The Contractor shall do or provide the following: Task Description Activities CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffedera!way com Deliverables 1. Project Initiation 2. Network Referencing & GIS Linkage • Conduct kick off meeting confirming scope, extent and content of surveys, set milestones and deliverables. • Confirm key contacts, roles and responsibilities and project documentation. • Identify location of key data elements such as traffic data, GIS, existing roadway inventories, historical data, pavement widths, and pavement management data. • Identify deficient data and the means to obtain it. • Provide data QA plan to City. • Confirm phases of the work and invoicing methodology. • Using the GIS centerline topology and spreadsheet database provided by the City, develop a network wide roadway inventory suitable for use in the survey. • The City's existing segmentation will be maintained unless otherwise directed by City staff. • Include street number and block order in referencing. • Obtain roadway attributes from GIS for functional class, traffic, width, length, pavement type, curb type, etc. If not available, devise plan to obtain them. • Create survey maps for use by the RST and client review. • Create the linkage of all roadway segments and elements to the existing GIS environment. • Link each segment to its parent GIS section. • Work with City staff to create feature classes for the personal geodatabase. Technical memo detailing scope of work, budget and deliverables. Survey maps and inventory for use on the project. Inventory spreadsheet containing all assigned GIS ID's and shape files to be delivered. Inventory spreadsheet containing all assigned GIS ID's and shape files to be delivered. 3. Mobilization/Calibration • Mobilize surface distress, roughness and rutting testing equipment to project • Demonstrate the equipment to City staff. • Calibrate equipment. Equipment calibration results. City of Federal Way 2017 Manual Pavement Distress Rating Survey 7 2017 Federal Way Task Description 4. RST Field Data Collection CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederaiway com Activities • On all arterials and collectors roadways, complete 2 -pass testing collecting ASTM D6433- 11 distresses and attributes at 100 -foot intervals on a block by block basis. The RST will test approximately 280 miles of roadway. • Collect/confirm attributes such as functional class, and pavement type. • Develop exceptions report for lengths that do not match GIS. 5. Data QA /QC, • For each data stream (surface distress, roughness, Processing, Format & GPS), aggregate and process the data at 100 -foot Images intervals. • Develop individual index scores for surface distress and roughness as appropriate. • Develop an overall condition score for each section. • Process the same data to the block level. • Shape files of the processed data. • Complete QA of data. Up to 2% of the data will be field verified. IMS will verify the OCI values and the distresses. • Deliver images at 25 -foot intervals. • Develop shape files for all imagery. 6. Pavement Analysis, Following the field surveys and data processing, Budget Development, & complete the following analysis: Report • Update the operating parameters of the software. The operating parameters can be defined as the decision trees, unit rates, and strategies. • Present status and PCI report in Excel format c/w PCI charts and backlog. • Fix all needs analysis and budget. • Budget driven analysis ($ /year estimate). • Integrate City capital plans and "must do's" ($ to hit set PCI and backlog target). • Finalize draft analysis and budgets. • Final report and make 2- copies of report plus electronic files. • Create shape files of results 7. Project Management • Provide client with periodic e-mail updates and reports. • Meetings to be completed on -site and by conference calls. • Complete project administration and invoicing. 8. Return Client Credit • IMS discount for sole- sourcing contract from recurring client. Deliverables 2 -pass testing on arterial and collector roadways; single pass on "residential collectors" & residential. Excel spreadsheet of the sectional data and index values. Shape files of the condition data at the 100 foot and block levels. Images will be delivered on thumb drives complete with shape files. Draft analysis and report. Up to 5 models/ budget analysis options will be completed. Status reports and invoices City of Federal Way 2017 Manual Pavement Distress Rating Survey 8 2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www. cityofiederalway com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Forty -Nine Thousand Nine Hundred Ninety -Five and 00 /100 Dollars ($49,995.00). 2017 Pavement Management Systems Ratings Task No. Task Activity Quantity Units Unit Rate Total Project Initiation 1 Project Initiation 1 LS $3,000.00 $3,000.00 2 Network Referencing & GIS Linkage 280 MI $10.00 $2,800.00 Field Surveys 3 Mobilization/Calibration 1 LS $3,500.00 $3,500.00 4 RST Field Data Collection 280 MI $108.00 $30,240.00 Data Management 5 Data QA/QC, Processing & Format 280 MI $20.00 $5,600.00 6 Pavement Analysis, Budget Development & Report 1 LS $8,000.00 $8,000.00 7 Project Management 1 LS $2,657.00 $2,657.00 8 Return Client Credit (Discount) 1 LS - $5,802.00 - $5,802.00 Project Total: $49,995.00 City of Federal Way 2017 Manual Pavement Distress Rating Survey 9 2017 ACORN" EXHIBIT C CERTIFICATE OF LIABILITY INSURANCE IMSINFR -01 ARACHEL DATE (MM /DD/YYYY) 8/15/2016 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 American Insurance & Investment Corp. 6765 West Russell Rd Ste 150 Las Vegas, NV 89118 INSURED NAME: CT April M. Rachel PHONE 702 877 -1760 (A/C, No, Ext): E-MAIL april.rachel @american - ins.com FAX 702 877 -0937 (A/C, No): INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Travelers Ind Co of America 25666 IMS Infrastructure Management Services, LLC 1820 W Drake Dr Ste 103 & 104 Tempe, AZ 85283 INSURER B : Phoenix Insurance Company 25623 INSURER C : Travelers Indemnity Company 25658 INSURER D : Travelers Ind Company of Conn. 25682 INSURER E : Beazley Insurance Company Inc 37540 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE 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 LTR TYPE OF INSURANCE ADDL INSD SUBR W VD POLICY NUMBER POLICY EFF (MM /DO/YYYY) POLICY EXP /Y (MM /DDYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X 6808926L164 03/26/2016 03/26/2017 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occrrence) $ 1,000,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 X BFPD /XCU PERSONAL & ADV INJURY $ 1,000,000 X Contractual Liab. GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES X 1 PER: LOC PRODUCTS - COMP /OP AGG $ 2,000,000 $ B AUTOMOBILE X LABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED NON OWNED AUTOS BA8923L36A 03/26/2016 03/26/2017 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE CUP8666Y370 03/26/2016 03/26/2017 EACH OCCURRENCE $ 4,000,000 AGGREGATE $ 4,000,000 $ DED X RETENTION $ 10,000 D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y Y N /A UB4419T313 04/19/2016 04/19/2017 X 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 E E Professional Liab. Claims Made /Rpt'd V15S1C161001 V15S1C161001 03/25/2016 03/25/2016 03/25/2017 03/25/2017 Each Claim 2,000,000 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Liability Retro: FULL PRIOR ACTS Workers Compensation Coverage Excludes: Alan Sadowsky RE: 2017 Manual Pavement Distress Rating Survey City of Federal Way is additional insured as respects General Liability per the attached endorsement. CERTIFICATE HOLDER CANCELLATION City of Federal Way City Hall 33325 8th Ave South Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Policy No. 6808926L164 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section II): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. b. c. In the performance of your ongoing opera - tions; In connection with premises owned by or rented to you or In connection with "your work" and included within the "products- completed operations hazard "_ Such person or organization does not qualify as an additional insured for "bodily injury ", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part_ e. This insurance does not apply to the render- ing of or faiure to render any "professional services ". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF CG 03 81 09 07 INSURANCE (Section III) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part 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 addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance. But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): 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 injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily © 2007 The Travelers Companies, Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- sonal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- Page 2 of 2 erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. © 2007 The Travelers Companies. Inc. CG D3 81 09 07 Includes the copyrighted materialof Insurance Services Office, Inc., with its permission