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AG 18-058 RETURN TO: PW ADMIN EXT: 2700 ID#: b CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATINGDEPT/DIV: PUBLIC WORKS/ f 2. ORIGINATING STAFF PERSON: l� c*twN [yw EXT:-Zn-4453 3. DATE REQ.B'," U18111 3. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION X CONTRACT AMENDMENT(AG#): 2r-0f$ ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: OA- Call 1EKU I lre"f aAA GC4bf"0t f-c4f --V"Ul c C s Lr-w- 5. NAME OF CONTRACTOR: A&c,, A->5oaA:�e3, ,— _ ADDRESS: 2104' mat C V4Lfj&* , T;.e o•rtw._ WA 4 a'YG Z TELEPHONE:C53 TZ& Z Y Q 3 E-MAIL: ,W yA k00 FC&-j dnr[ioG. Cor•7 FAX: 2S 1 `SCG 253f —� +'( — SIGNATURE S AME: 2e;f-%1 "' o o%%Ad TTFLE:�,�Z 6. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITYTO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE#_g4105q 2* BL.EXP. 12/31/ 1'� UBI;+ GOD SS* q6l ,EXP.ff_/X/Z020 7. TERIVI: COMMENCEMENT Di) E: Akall COMPLETION DATE: 8. TOTAL COMPENSATION:$ � �• (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,$ PAIDBY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: e RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 30&(- 3100- I(1 -S?Y- 3f- Yll 9. DOCUMENT/CONTRACT REVIEW IN HT !D,ATEREV IEWL-D INITIAL/DATE APPROVED .JL PROJECT MANAGER 10 I4 .9 DIVISION MANAGER b X DEPUTY DIRECTOR A DIRECTOR ❑ RISK MANAGEMENT (IFAPPLICABLE) LAW DEPT �9 J 10. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: N/f COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: WA COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: �I pY1 DATE REC'D: 1 3 A cl ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LicENsEs,F-YRrBrrr ❑ CREATE ELECTRONIC REMINDER/NOTIFIC,ATION 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 O N:aNCE DEPARTMENT t,M lYO R OR DIRECTOR) ,d'C ITY C.LF k- ❑ Ass IGNED AG# AG# SIGNED COPY RETURNED DATE SENT: -tJ c ❑RETURN ONE ORIGINAL COMMENTS: EXECUTE ORIGINALS to A -P5 1/2018 ` C1rr OF CITY HALL Federal Way ■ y Feder 8th Avenue South ■Vl■`fL Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederahvay.com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL ENVIROMENTAL AND GEOTECHNICAL SERVICES This Amendment ("Amendment No. I") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Landau Associates, Inc., a Washington corporation ("Contractor"). The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for On-call Environmental and Geotechnical Services("Agreement")dated effective April 12, 2018, 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, 2020 ("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 - Rev. 3/2017 ` Feder CITY v a CITY HALL �� 8th Avenue South Federal Federal Way,WA 98003-6325 (253) 835-7000 www cityoffedereMoy.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FE ERAL WAY: ATTEST: By: z- J' e 1, Mayo St h ie Courtney, C , City Clerk .i DATE: 201 APPROVED AS TO FORM: /,w 0,�;a �/✓ J. Ryan Call, City Attorney LANDAU ASSOCIATES, INC.: By: Printed Name: et?-0 * P �fz ,20 c7 Title: P1?�1 6 i Q!f DATE: r ZI2 STATE OF WASHINGTON ) ss. COUNTY OF ,/lL� CAW p d1 On s day p onally appeared before me G I to me known to be the of 4dil11,411 �'rlZ 1 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. fh I'yZAjw.sand and official seal this day of A WrivJw 201q Notary's signature 01 a�L Notary's printed name &1 Tfur f�j, A Notary Public in and for the State of Washington. Puwcp My commission expires rrr�,�' a. 9. i AMENDMENT - 2 - Rev. 3/2017 LANDAU ASSOCIATES October 2, 2017 City of Federal Way 33325 8th Avenue South Federal Way, WA 98003-6325 Attn: City of Federal Way Contracts Administration Re: Contractual Authorization To Whom It May Concern: This letter confirms that Jennifer Wynkoop, as a Principal in our firm, is authorized to sign contracts up to $250,000 in value on behalf of the company. Please feel free to contact me, or Dennis Hobbs, our Finance Director, with any questions. LANDAU ASSOCIATES, INC. Jay P Bower, PE Chief Executive Officer jpb [DOCUMENT11 130 2nd Avenue South Edmonds,Washington 98020 (425)778-0907 www.landauinc.com 11/13/2019 Corporations and Charities System i i,_.sSCAPMYns-and Charities Filing System io BUSINESS INFORMATION Business Name: LANDAU ASSOCIATES,INC. UBI Number: 600 557469 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 1302ND AVE S,EDMONDS,WA,98020,UNITED Principal Office Mailing Address: 130 2ND AVE S,EDMONDS,WA,98020,UNITED STATES STATES Expiration Date: 11/30/2020 Jurisdiction: UNITED STATES,WASHINGTON Formation/Registration Date: 11/16/1984 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL,SCIENTIFIC&TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: JAY BOWER Street Address: 130 2ND AVE S,EDMONDS,WA,98020-0000,UNITED Mailing Address: 130 2ND AVE S,EDMONDS,WA,98020-0000,UNITED STATES STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL JAY BOWER GOVERNOR INDIVIDUAL CHARLES HALBERT GOVERNOR INDIVIDUAL DENNIS HOBBS GOVERNOR INDIVIDUAL COLETTE GAONA Back Filing History Name History Print Return to Business Search https://cefs.sos.wa.gov/#/BusinessSearch/Businessinformation 1l1 LANDASS-02 _ PENNYP DATE(MM/DD/YYYY) �- CERTIFICATE OF LIABILITY INSURANCE 12/28/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Regina Caindoy NAME Brown&Brown of Washington,Inc. 800 Fifth Ave.,Suite 2400 /c No,Ext): (2 06)216-4123 A/,No):(206)260-2903 Seattle,WA 98104 ADDRESS:rcaindoy@bbseattle.com INSURERS)AFFORDING COVERAGE NAIC# _ ENSURER A!Continental Casualty Company 20_443 INSURED INSURER B:Philadelphia Indemnity Insurance Company .18058 Landau Associates,Inc. INSURER C:Continental Insurance Company 35289 130 2nd Avenue South INSURER D:Lloyd's Syndicate 2623 Edmonds,WA 98020 INSURER E.• .,_. 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 POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SURR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE —Ma-,WVD POLICY NUMBER _IMMIDD/YYYY) !MMIDDIYYYYI_ LIMITS A X COMMERCIAL GENERAL LIABILITY 1,000,000 . EACH OCCURRENCE CLAIMS-MADE X1 OCCUR PMT 6075547782 12/31/2018 12/31/2019 DAMAGES( RENTED 1,000,OOO X X DAMAGE RENcurrence) MED EXP(Any one person) $ 15'000 _ PERSONAL&ADV INJURY $ 1'000'000 GF_N'I P.i;i;P.=:.=AII.-IMI;APLILIL,�PER GENERAL AGGREGATE $ 2,000,000 POLICY X P�= s 01 PRODUCTS-COMP/OP AGG $ .2'000'000 X C7rI•,rrt:WA Stop Gap$1MIS 1MISIM $ B AUTOMOBILE LIABILITY I QONIEINE'tiI,IIGLE LIMIT 1,000,000 X ANY AUTO X X PHPK1922375 12/31/2018 12/31/2019�.ODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIREDNON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY (P..raceident) is C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE X X CUE 6075547829 12/31/2018 12/31/2019 AGGREGATE 5'000'000 DED RETENTION$ A WORKERS COMPENSATION f X I PER OTH- AND EMPLOYERS'LIABILITY ST LITE ER Y/N WC 6075547815 12/31/2018 12I31I2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ '--l-hlE.R+FA�MBER EXCLUDED? N/A ' (Mandatcry in NH) E_L DISEASE-EA EMPLOYEq $ 1'000'000 If yes,describe under 1,000,000 nFSCRIPTION OF OPERATIONS below E_L.DISEASE-POLICY LIMIT $ D Prof Liability w/CPL W13431180701 12131/2018 12/31/2019 Per Claim 5,000,000 D Deductible:$150K W13431180701 12/31/2018 12/31/2019 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS;VEHICLES {ACORD 101,Addil,onal Remarks Schedule,may be attached if more space Is required) Re:On-call environmental and geotechnical profssional services Additional insured status extended for General Liability,Business Auto as required by written contract and subject to policy terms and conditions.Coverage is provided on a primary and non-contributory basis where required by written contract and subject to policy terms and conditions,with respects to General Liability,Business Auto.Waiver of Subrogation applies to General Liability,Business Auto where required by written contract and subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y Y ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Tony Doucette 33325 8th Avenue South Federal Way,WA 98003-6325 I AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD RETURN TO: PW ADMIN EXT: 2700 ID #: 32.0 7 ,::.,2...3 s CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKSil/ /fa!(Hir'AMm1 e QNfr- 2. ORIGINATING STAFF PERSON: ""artse EXT: 1//153 3. DATE REQ. BY: AT feciesolo 3. TYPE OF DOCUMENT (CHECK ONQ 313911 r CrCONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) o PUBLIC WORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT A PROFESSIONAL SERVICE AGREEMENT o MAINTENANCE AGREEMENT o GOODS AND SERVICE AGREEMENT o HUMAN SERVICES / CDBG o REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) o ORDINANCE 0 RESOLUTION o CONTRACT AMENDMENT (AG#): 0 INTERLOCAL o OTHER 4. PROJECT NAME: ('-(* L E,,,N,,Yas/A/E71/�/7� fIoL 44 Armreh //G� f471.0a,i c-. 5. NAME OF CONTRACTOR'': LLfl,4 . M4. Assej ares, inc.. ADDRESS: 24 191 SOOt C S irez* TQGD mot , W A I 7$1-102. TELEPHONE: 924, OM 5 E-MAIL:a-14 y 1,, g.ono e 01�i-L( ( cow.. FAX: J3� et Vit ' 2b0I . SIGNATURE NAME: 5�� { (L \J TITLE: VriY)Geot-k.._ 6. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES o COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # 9a EO5 _1Q�121 BL, EXP. 12/31/ UBI # (0100 i37 qtact, EXP. it, 13/ ( 7 7. TERM: COMMENCEMENT DATE: -Ihi ti COMPLETION DATE: ! 3 I d i 1 8. TOTAL COMPENSATION: $ / 0 (...y€ • 0 0 (INCLUDE EXPENSES AND SALES TAX, IF ANY) ( 9 (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 0 CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED X PURCHASING: PLEASE CHARGE TO: 304-300 - //I r4 - slit ii - `%// 15( 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED NITIAL / DATE APPROVED A PROJECT MANAGER Mr, - - 75/� 3�i5' aii� `� A DIVISION MANAGER � 1, 11 b W DEPUTY DIRECTOR / S 1 S., / Nl b Ie �`,4 D DIRECTOR 1111L,�� 3 fz3l/e lic-'' o RISK MANAGEMENT (IF APPLICABLE) U LAW DEPT 6 k o of (6 6 '► (f0/( g 10. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: i!" COUNCIL APPROVAL DATE: N/ p 1p 11. CONTRACT SIGNATURE ROUTING 1.(1 SENT TO VENDOR/CONTRACTOR 1.'" DATE SENT: � 2 l O DATE RECD: 5 t O TTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LI NSES, EXHIBITS REATE 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 .104 'i LAW DEPT 4-2.1771_,K; i SIGNATOR i MA 0 OR DIRECTOR) 4W--415111WI Y • CITY CLERK /r�'�1�[• 1 ASSIGNED AG # AG# /8 - 0S-8 •4 SIGNED COPY RETURNED DATE SENT: 04-0-.1$ -. NRETURN ONE ORIGINAL COMMENTS: EXECUTE " ' ORIGINALS twits Rip c,t y,,0 `%1 !1 (an I-$ if F:711% 4/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 i.w'w cityoffederaIway corn PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL ENVIRONMENTAL AND GEOTECHNICAL SERVICES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Landau Associates, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: LANDAU ASSOCIATES, INC.: Jennifer Wynkoop, Principal 2107 South C Street Tacoma, WA 98402 (253) 926-2493 (telephone) (253) 926-2531 (facsimile) jwynkoop@landauinc.com CITY OF FEDERAL WAY: Tony Doucette, SWM Project Engineer 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2753 (telephone) (253) 835-2709 (facsimile) tony.doucette@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 December 31, 2019 ("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 the Seventy - Five Thousand and No/100 Dollars ($75,000.00) according to rates 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. PROFESSIONAL SERVICES AGREEMENT - 1 - 3/2017 CITY OF ,.�,�'�....., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 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 the intentional or negligent 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 PROFESSIONAL SERVICES AGREEMENT - 2 - 3/2017 Federal Way follows: CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederahvay com 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. PROFESSIONAL SERVICES AGREEMENT - 3 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffederafway. 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 PROFESSIONAL SERVICES AGREEMENT - 4 - 3/2017 CITY DF Federal Way CITY HALL 33325 8th Avenue -South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoflederalway com 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; 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 3/2017 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 www ciryoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DATE: Lam% /1/ LANDAU ASSOCIATES, INC.: By: �-- �//e,= Printed Name: 417 iekr Title: Prlie/jU/ DATE: V3 L(/3/18 STATE OF WASHINGTON ) ) ss. COUNTY OF Q, erc ) ATTEST: nie Courtney, CM ity Clerk APPROVED AS TO FORM: 'kJ. Ryan Call, City Attorney On this day personally appeared before me Jenn\ k{ tiAr Lvome known to be the Pr'nc_kPC0 of Larrdiu ASSUuw t -e5 I n(. 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 n l\and and official seal this CC* 1`1 _:PSN Cp't •;7 OTA/3), �`% PUBL10 �N9 o°'->-z°`A;J t tt4,`WAS\V4 day of C-ptl ,20t8. Notary's printed name JikliA 19-:,(y'OLe0 Notary Public in and for the State of Washington. My commission expires abs Notary's signature PROFESSIONAL SERVICES AGREEMENT 6 - 3/2017 CITY OF 4., Federal Way EXHIBIT A SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cifyoffederahvay com The Contractor shall provide on-call environmental and geotechnical consulting services to the City, as requested by the City. Upon identification of a project by the City, the Contractor will prepare a scope of services, budget, and method of payment for the project, to be negotiated and agreed to by both parties. Projects may support emergency responses by the City and require short turnaround times. Typical services that may be requested under this Agreement include, but are not limited to, the following: • Site historical review/environmental site assessment (Phase I, II, III ESA's); • Sampling and analysis of groundwater, surface water, air, soil and/or sediment; • Characterization of site geology, hydrology and hydrogeology; • Monitoring well design, installation, and maintenance; • Slope stability analysis and landslide hazard response; • Retaining wall analysis and design; • Infiltration assessments; • Construction support, including submittal review, quality control sampling and analysis, responding to questions, etc.; • Data management and reporting; • Computer modeling; • Chemical fate and transport evaluation; • Hazardous Building Materials Surveys (HBMS); • Human health and ecological risk assessment; • Wetland investigation, wetland and stream delineation and mapping. PROFESSIONAL SERVICES AGREEMENT 7 3/2017 4 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway 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: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: Personnel Labor Personnel Hourly Rate' Principal $230 Senior Associate $220 Associate $200 Senior $180 Senior Project $165 Project $150 GIS Analyst $150 Senior Staff / CAD Designer $135 Staff / Senior Technician II $120 Data Specialist $120 CAD / GIS Technician $120 Project Coordinator $110 Assistant / Senior Technician I $100 Technician $81 Support Staff $69 Expert professional testimony in court, deposition, declaration, arbitration, or public testimony is charged at 1.5 times the hourly rate. Rates apply to all labor, including overtime. Subcontractor Services and Other Expenses Subcontractor billing and other project expenses incurred in the direct performance of authorized routine services will normally be charged at a rate of cost plus a twelve percent (12%) handling charge. A higher handling charge for technical sub -consultants and for high-risk field operations may be negotiated on an individual project basis; similarly, a lower handling charge may be negotiated on projects requiring disproportionally high sub -consultant involvement. PROFESSIONAL SERVICES AGREEMENT 8 3/2017 CITY OF Federal Way Equipment CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com Field, laboratory, and office equipment used in the direct performance of authorized work is charged as shown below. Equipment Rate ($) Item Code Day Week Month Daily Field Equipment Charges (Misc tools/supplies) 20 60 180 5284 Air Velocity Meter 50 150 450 5247 TSI VelociCalc Thermal Anemometer 20 60 180 5508 Anderson Sampler 70 210 630 5278 Flow Restrictor 15 45 135 5224 Magnehelic Gage Set 30 90 270 5250 Moisture Meter 30 90 270 5222 Air Meter - GasCheck G2 - Helium Gas 80 240 720 5316 Sub -Slab Sampling Vapor Pin Kit and Shroud 50 150 450 5005 Rotohammer Milwaukee (Large) 50 150 450 5006 Rotohammer DeWalt (Small) 35 105 315 5007 Angle Grinder (including grinding wheels) 20 60 120 5511 1/2" Impact Driver Cordless DeWalt 25 75 225 5010 Cordless Drill 15 45 135 5011 Pump - Hi Volume Pump (Air) Thomas and GAST 20 60 180 5267 Rotometer (1 to 20 LPM) 5 15 45 5219 Air Compressor 40 120 360 5202 Bailer -Stainless Steel/PVC 10 30 90 5206 Flow Cell - Low Flow Groundwater 5 15 45 5239 Groundwater - Dataloggers - (Solinst) 30 90 270 5226 Water Test Kit (Hach - Iron, H202, Chrome) (Each Test) 5 5232 Meter - DO (dissolved oxygen) 30 90 270 5242 Meter - ORP (Cole Parmer) & Turbid. (HACH) 30 90 270 5259 Meter - Cole Parmer (pH/cond/temp) 30 90 270 5245 Meter - YSI 75 225 675 5256 Meter - Turbidity (MicroTip or HACH) 25 75 225 5215 Mixer - 55 gallon Drum Mixer 50 150 450 5145 Oil -Water Interface Indicator 50 150 450 5252 Poly -Tank or Drum (30 gal.) 10 30 90 5304 Pump - Portable Bladder (QED) 40 120 360 5260 Pump Controller - Bladder (QED) ONLY 75 225 675 5261 Pump - Honda 1" 25 75 225 5317 Pump - Honda 1.5" 35 105 315 5265 Pump - Honda 3" 70 210 630 5004 Pump - Peristaltic 35 105 315 5264 Pump - Purge 12 Volt - whaler 15 45 135 5271 Pump - Purge 12 Volt - Proactive (Typhoon, Monsoon) 25 75 225 5008 Redi Flow 2 Controller ONLY 30 90 270 5270 Surge Blocks 3 10 30 5236 Water Level Indicator 30 90 270 5225 Injection Kit 225 675 2025 5200 Bladder Tank 225 675 2025 5201 Meter -HAZ-DUST 1 Particulate Monitor 75 225 675 5244 Landtec GEM 5000 Landfill Gas Meter 120 360 1080 5009 Meter Multi -Gas 85 255 765 5240 Meter-PIDs 65 195 585 5248 Meter -Noise Level 30 90 270 5203 PROFESSIONAL SERVICES AGREEMENT 9 3/2017 4kCItY OF bt- Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway corn Pump - Draeger or MSA Hand Pump 10 30 120 5263 Respirator 5 15 45 5210 Traffic Cones (per set of 10) 5 15 45 5216 No Parking Signs (each) 5 15 45 5309 Traffic Signs Rollup (3 sets of 3)Road/ Shoulder/Closed 50 150 450 5217 Weather Station 50 150 450 5144 Waders 10 30 90 5303 Beach Seine 75 225 675 5305 Forage Fish Egg Gravity Separator (i.e. Blue Bowl, etc.) 50 150 400 5030 Benthic Sieving Equipment 45 135 405 5314 Digital Calipers 5 15 45 5315 Ekman Grab 45 135 405 5282 Fathometer 20 60 180 5258 Wildco Horizontal Water Sampler 35 75 150 5280 Sediment - Piston Corer 80 240 720 5306 Sludge Judge 100 300 600 5146 Sherman Live Traps 5 15 45 5292 Stream Flow Meter (Pygmy Flow Meter) 50 150 450 5273 Surber Benthic Sampler 50 150 450 5279 Surface Water Sampler Pole 10 30 90 5300 Wetland Field Kit (Munsell, shovel, ID guides, etc.) 30 90 270 5307 Bentonite Mud Balance and Sand Content 5 15 45 5230 Dynamic Cone Penetrometer 50 150 450 5320 Density Equipment, Sand Cone 20 60 180 5209 Density Equipment, Nuclear Densometer 50 150 450 5208 Ensys Field Test Kit -PCB/TPH 100 300 900 5238 Peat Probe 5 15 45 5235 Scale or Soil - Field Gram and Pound 10 30 90 5231 Shelby Tube Sample Equipment 15 45 135 5319 Soil Auger 2"solid flight & puller (wo/elect gen & rotoham) 180 540 1620 5020 Soil Hand -Auger Equipment 25 75 225 5288 Soil Split -Barrel Sampler Kit (Dames & Moore) 25 75 225 5285 Soil Samples (Rings)(Dames & Moore) - each 6 5286 Soil Resistivity Equipment 150 450 1350 5287 UV Lamp 15 45 135 5229 Vane Shear Equipment 40 120 360 5296 Water Infiltration Testing Equipment 20 60 180 5308 Camera - Video 35 100 300 5294 GoPro - Downhole Digital Camera (waterproof-bluetooth) 45 135 400 5295 Verizon - Broadband Computer Internet Card 8 24 72 5143 Camera, Digital 10 30 90 5302 Canopy - 10' x 10' Pop -Up 25 75 225 5212 Computer, Portable 35 100 300 5507 Autolevel with Tripod and Rod 35 105 315 5204 Generator - Honda EZ3500 or EU2000i 60 180 540 5214 GPS - Garmin (GPS -12) 10 30 90 5251 GPS - Trimble ProXRS/GeoXT/GeoXH 110 330 990 5237 Hand Level 5 15 45 5205 Shop Vacuum 30 90 270 5142 Weed Whacker/Brush Cutter 30 90 270 5310 Magnetic Metal Detector 35 105 315 5318 PROFESSIONAL SERVICES AGREEMENT - 10- 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 y: stiwww citvof`ederahvay com Disposables Rate Item Code Absorbent Pads (18" by 18") 0.75 each 5297 Gloves, Nitrile 0.20 each 5299 Gloves, Atlas & Scorpio 6.50 pair 5299 Gloves, Solvex - Elbow 10.00 pair 5299 Gloves, SolVex - Standard 3.50 pair 5299 Protective Suit, Saranex 19.00 each 5299 Protective Suit, Tyvek 9.00 each 5299 Protective Boot Cover, Tyvek 1.00 pair 5299 Protective Boot Cover, PVC 6.00 pair 5299 Respirator Cartridges Organic Vapor + P100 30.00 pair 5297 Respirator Cartridges Organic Vapor ONLY 11.00 pair 5299 Cassette Media MCE (pcm) 1.00 each 5299 Zefon Spore Trap Media 10.00 each 5299 Bailer - Rope 0.10 foot 5297 Bladder QED Disposable 10.00 each 5297 Brass Locks 12.00 each 5297 Buckets 5.00 each 5297 Disposable Bailer - 1.6" daim, 1 L 10.00 each 5297 Disposable Bailer - 0.5" diam 10.00 each 5297 Dynamic Cone Penetrometer -Disposable Cones 4.00 each 5297 Easy Draw Syringe 2.25 each 5297 Encore Sampler 9.50 each 5297 Free Product Sampler 3.00 each 5297 Locking Well 2" MWSS J -Plug 23.00 each 5297 Locking Well Seal (2 -inch) 13.00 each 5297 Groundwater Filter (45 micron) 17.00 each 5297 Peristaltic - Fittings 2.30 each 5297 Peristaltic - Master Flex Tubing 5.00 foot 5297 LDPE "Poly" Tubing 5/8 inch 0.45 foot 5297 LDPE "Poly" Tubing 1/2 inch 0.35 foot 5297 LDPE "Poly" Tubing 3/8 inch 0.30 foot 5297 LDPE "Poly" Tubing 1/4 inch 0.25 foot 5297 HDPE "High Density Poly" Tubing 5/8 inch 1.00 foot 5297 Teflon Tubing 1/4" 2.00 foot 5297 Qwater Well Developer 32.00 each 5297 Shelby Tube Soil Seals with Caps 15.00 each 5297 Shelby Tubes (10" or 12" Lengths) 15.00 each 5297 Spray Marking Paint 6.00 each 5297 Soil Sample Chip Trays 4.00 each 5297 Survey Flagging 3.00 each 5297 Survey Stakes 0.70 each 5297 Tedlar Bags 1 Liter 16.00 each 5297 Helium Gas (vapor pin and shroud testing) 15.00 test 5299 Shroud Fittings 30.00 test 5297 Vapor Pin Sleeve and Cap 2.00 each 5297 Wattera Foot Valve 25.00 each 5297 Wetland Stake 0.20 each 5297 Yeast Extract 8.00 pound 5297 DVD 2.00 each 5412 CD-ROM 2.00 each 5408 PROFESSIONAL SERVICES AGREEMENT -11- 3/2017 Pecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 avw�ti citvoffederatmlycom Lab Unit Rates Rate ($) Unit Moisture Content 15.00 Each Unit Weight 40.00 Each Atterberg Limits 100.00 Each Sieve Analysis 90.00 Each Sieve Analysis — Large Sample 150.00 Each 200 -Wash Sieve 55.00 Each Hydrometer 120.00 Each Combined Analysis 210.00 Each Compaction Test 190.00 Each California Bearing Ratio (CBR)/Proctor 700.00 Each Consolidation (1-D) 600.00 Each Triaxal Strength (TXUU) 250.00 Point Triaxal Strength (TXCU) 550.00 Point Shelby Tube Extraction and Logging 50.00 Each Office Rate ($) Unit Computer Use CAD Design/GIS 15.00 Hour Advanced Engineering Software 20.00 Hour Verizon — Broadband Computer Internet Card 8.00 Day Copies — B&W 0.12 Page Copies — Color 0.50 Page Plotter Copies — B&W 1.25 Sq Ft Plotter Copies — Color 2.50 Sq Ft CDs/DVDs 2.00 Each Report Combs/Covers 4.00 Set Vehicle Use Rate Rate ($) Unit Per Mile 0.545 Per Mile Per Day 40.00 Per Day Lodging and Food Rate ($) Unit Lodging (location dependent) 150.000 Per Night Food (PM decides what is acceptable, $75 min.) 75.00 Per Day PROFESSIONAL SERVICES AGREEMENT - 12 - 3/2017 ACORO EXHIBIT C LANDASS-02 DELLAW CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/06/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Servco Pacific Insurance 800 Fifth Ave., Suite 2400 Seattle, WA 98104 INSURED Landau Associates, Inc. 130 2nd Avenue South Edmonds, WA 98020 CONTACT Regina Caindoy NAME PHONE (A/C, NLD, Ext): (206 ) 216-4123 A DRSS: reginac@servcopacific.com (AIC, No):(206) 260-2903 INSURER(S) AFFORDING COVERAGE INSURER A : Continental Casualty Company INSURER B : Philadelphia Indemnity Insurance Company INSURER c : Continental Insurance Company NAIC # 20443 INSURER D : Lloyd's of London INSURER E : INSURER F : 18058 35289 15792 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. /NSR LTR TYPE OF INSURANCE ADDL INSD SUBR W VD POLICY NUMBER POLICY EFF IMM/DD/YYYYI POLICY EXP IMM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABIUTY X X 6045400327 12/31/2017 12/31/2018 EACH OCCURRENCE $ 1,000,000 PR' EMISES EaoccuErencel $ 1,000,000 CLAIMS -MADE X OCCUR MED EXP (My one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENL AGGREGATE POLICY OTHER: X WA APPUES JIFF JECT Stop Gap PER: LOC $1 M/$1 M/$1 M PRODUCTS - COMP/OP AGG 2,000,000 $ B AUTOMOBILE X X LIABILITY ANY AUTO AURRTEEO��S ONLY AUTOS ONLY X ANED UTNOpSyUyLED AUTOS ONLOY X X PHPK1754563 12/31/2017 12/31/2018 COM(Ea aBINdentSINGLE UMIT ) $ 1,000,000 BODILYINJURY(Perperson) $ INJURY (Per acadent) $ pBOODILY (Perr acotleennt�AMAGE $ $ C X UMBRELLA LIAB EXCESSLIAB X OCCUR CLAIMS -MADE X X CUE6045400344 12/31/2017 12/31/2018 EACH OCCURRENCE _$ 1,000,000 $ 1,000,000 AGGREGATE $ DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N P/A WC645400330 12/31/2017 12/31/2018 STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY UMIT $ 1,000,000 D A Prof Liability w/CPL Deductible:$150K W13431170601 6045400327 12/3112017 12/31/2017 12/31/2018 12/31/2018 Per Claim Aggregate 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) IF CERTIFICATE IS NO LONGER REQUIRED, PLEASE NOTIFY SERVCO PACIFIC INSURANCE DIRECTLY Re: On-call environmental and geotechnical profssional services Additional insured status extended for General Liability, Business Auto as required by written contract and subject to policy terms and conditions. Coverage is provided on a primary and non-contributory basis where required by written contract and subject to policy terms and conditions, with respects to General Liability, Business Auto. Waiver of Subrogation applies to General Liability, Business Auto where required by written contract and subject to policy terms and conditions. TIFICATE HOLDER ATION Cityof Federal WayTHE Attn: Tony Doucette 33325 8th Avenue South Federal Way, WA 98003-6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. • AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE — ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX (1-15) Policy No: 6045400327 Page 16 of 18 Endorsement No: 3 TRANSPORTATION INSURANCE COMPANY Effective Date: 12/31/2017 Insured Name: LANDAU ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 10020002760454003275296 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. is in effect or becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above -referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products -completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. CNA74858XX (1-15) Policy No: 6045400327 Page 17 of 18 Endorsement No: 3 TRANSPORTATION INSURANCE COMPANY Effective Date: 12/31/2017 Insured Name: LANDAU ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. 10020002760454003275297 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage - Limited Liability Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this Coverage Part; including any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization's liability for: A. bodily injury, property damage, or personal and advertising injury to the extent caused by: 1. the Named Insured's acts or omissions; or 2. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations specified in the written contract; or B. bodily injury or property damage to the extent caused by your work specified in the written contract and included in the products -completed operations hazard, and only if 1. the written contract requires the Named Insured to provide the additional insured such coverage; and 2. this coverage part provides such coverage. 11. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. III. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. acts or omissions of the additional insured, or of anyone acting on the additional insured's behalf; or B. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or C. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess, contingent or any other basis. However, if this insurance is required by written contract to be primary and non-contributory, this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: CNA75081XX (1-15) Policy No: 6045400327 Page 1 of 2 Endorsement No: 4 TRANSPORTATION INSURANCE COMPANY Effective Date: 12/31/2017 Insured Name: LANDAU ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage - Limited Liability Endorsement The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 4 does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. The bodily injury or property damage; or 2. The offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75081XX (1-15) Page 2 of 2 TRANSPORTATION INSURANCE COMPANY Insured Name: LANDAU ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy No: 6045400327 Endorsement No: 4 Effective Date: 12 /31 /2017 Landau Associates, Inc. Philadelphia Idemnity Insurance Company PHPK1754563 COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". CA 04 49 11 16 B. The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". © Insurance Services Office, Inc., 2016 Page 1 of 1 Landau Associates, Inc. Philadelphia Idemnity Insurance Company PHPK1754563 PI -CA -001 (09/15) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE ELITE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART Following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording. Coverage Applicable Limit of Insurance Page # Who is An Insured Board Members Newly Acquired Entities Designated Insured Lessor of Leased Autos Included Included Included Included 2 Cost of Bail Bonds $5,000 2 Reasonable Expenses - Loss of Earninas $500 per day 2 Fellow Employee Coverage Amended 3 Towina $100 per disablement 3 Glass Breakage (Windshields and Windows) No deductible aPolies 3 Transportation Expenses $100 per day / $3,000 maximum 3 Hired Auto Physical Damage - Loss of Use $100 per day/ $1,000 maximum 3 Hired Auto Physical Damage ACV or repair or replacement of the vehicle whichever is less 4 Personal Effects $500 4 Rental Reimbursement $100 per day / 30 days 4 Accidental Discharge - Air Baa Amended 4 Electronic Eauipment $1000 5 Original Equipment Manufacturer Parts Replacement Included 5 Auto Loan / Lease Gap Coverage Amended 5 One Comprehensive Coverage Deductible Per Occurrence Amended 6 Notice of and Knowledge of Occurrence Amended 7 Blanket Waiver of Subrogation Amended (as required by written contract) 7 Unintentional Errors or Omissions Amended 7 Mental Anguish - Bodily Injury Redefined Amended 7 Coverage extensions under this endorsement only apply n the event that no other specific coverage for these extensions is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted n this endorsement. Any deductible listed 'rn the Auto Declarations Page will apply unless specific deductible provisions are set forth under a coverage enhancement below. Page 1 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI -CA -001 (09/15) I LIABILITY COVERAGE EXTENSIONS A. Who Is An Insured SECTION 1 - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended by adding the following: The following are also "insureds": 1. Board Members - Board members (or their spouses) while renting a vehicle while on business for the named insured. 2. Newly Acquired Entities - Any business entity newly acquired or formed by you during the policy period, provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following the acquisition or the formation of the business entity. 3 Designated Insured - Any person or organization designated by the "insured" is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained h SECTION 1 of the Coverage Form. 4. Lessor of Leased Autos - The lessor of a "leased auto" is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: a. You; b. Any of your "employees" or agents; or c. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. Any "leased auto" h the policy schedule will be considered a covered "auto" you own and not a covered "auto" you hire or borrow. The coverages provided under this endorsement apply to any "leased auto" h the policy schedule until the expiration date of the lease, or when the lessor or his or her agent takes possession of the "leased auto," whichever occurs first. "Leased auto" means an "auto" leased or rented to you, including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. B Cost of Bail Bonds SECTION 1 - LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a Supplementary Payments, Item (2) is deleted h its entirety and replaced with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. G Reasonable Expenses SECTION 1 - LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Item (4) is deleted h its entirety and replaced with the following: Page 2 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI -CA -001 (09/15) III. BUSINESS AUTO CONDITIONS A. Notice and Knowledge of Occurrence SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties h The Event Of Accident, Claim, Suit Or Loss, Paragraph a is deleted h its entirety and replaced with the following: a h the event of "accident," claim, "suit" or "loss," you must give us, or our authorized representative, prompt notice of the "accident" or "loss." Include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. Your duty to give us or our authorized representative prompt notice of the "accident" or "loss" applies only when the "accident" or "loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) An executive officer or insurance manager, if you are a corporation. B. Blanket Waiver Of Subrogation SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5, Transfer Of Rights Of Recovery Against Others To Us, is amended by adding the following exception: However, we waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury" or "property damage" arising out of the operation of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract." C. Unintentional Errors or Omissions SECTION IV - BUSINESS AUTO CONDITIONS, B General Conditions, 2. Concealment, Misrepresentation, Or Fraud is amended by adding the following: The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. IV. DEFINITIONS A. Mental Anguish SECTION V - DEFINITIONS, C. "Bodily injury" is amended by adding the following: "Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease. Page 7 of 7 © 2015 Philadelphia Indemnity Insurance Company Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA Paramount Excess and Umbrella Liability Policy or organization which may be liable to the Insured because of injury or damage to which this insurance may also apply; and vi. will not voluntarily make a payment, except at its own cost, assume any obligation, or incur any expense, other than for first aid, without the Insurer's prior consent. 3. Cooperation With respect to both Coverage A - Excess Follow Form Liability and Coverage B — Umbrella Liability, the Named Insured will cooperate with the Insurer in addressing all claims required to be reported to the Insurer in accordance with this paragraph O. Notice of Claims/Crisis Management Event/Covered Accident, and refuse, except solely at its own cost, to voluntarily, without the Insurer's approval, make any payment, admit liability, assume any obligation or incur any expense related thereto. P. Notices Any notices required to be given by an Insured shall be submitted in writing to the Insurer at the address set forth in the Declarations of this Policy. Q. Other Insurance If the Insured is entitled to be indemnified or otherwise insured in whole or in part for any damages or defense costs by any valid and collectible other insurance for which the Insured otherwise would have been indemnified or otherwise insured in whole or in part by this Policy, the limits of insurance specified in the Declarations of this Policy shall apply in excess of, and shall not contribute to a claim, incident or such event covered by such other insurance. With respect to Coverage A — Excess Follow Form Liability only, if: a. the Named Insured has agreed in writing in a contract or agreement with a person or entity that this insurance would be primary and would not seek contribution from any other insurance available; b. Underlying Insurance includes that person or entity as an additional insured; and c. Underlying Insurance provides coverage on a primary and noncontributory basis as respects that person or entity; then this insurance is primary to and will not seek contribution from any insurance policy where that person or entity is a named insured. R. Premium All premium charges under this Policy will be computed according to the Insurer's rules and rating plans that apply at the inception of the current policy period. Premium charges may be paid to the Insurer or its authorized representative. S. In Rem Actions A quasi in rem action against any vessel owned or operated by or for a Named Insured, or chartered by or for a Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. T. Separation of Insureds Except with respect to the limits of insurance, and any rights or duties specifically assigned in this Policy to the First Named Insured, this insurance applies: 1. as if each Named Insured were the only Named Insured; and 2. separately to each Insured against whom a claim is made. U. Transferwof Interest Form No: CNA75504XX (03-2015) Policy Page: 21 of 32 Underwriting Company: Continental Ins. Co, 333 S Wabash Ave, Chicago, IL 60604 © Copyright CNA All Rights Reserved. Policy No: CUE 6045400344 Policy Effective Date: 12/31/2017 Policy Page: 31 of 47 CNA CNA Paramount Excess and Umbrella Liability Policy Assignment of interest under this policy shall not bind the Insurer unless its consent is endorsed hereon. V. Unintentional Omission Based on Insurer's reliance on the Named Insured's representations as to existing hazards, if the Named Insured should unintentionally fail to disclose all such hazards at the effective date of this Policy, the Insurer will not deny coverage under this Policy because of such failure. W. Waiver of Rights of Recovery The Insurer waives any right of recovery it may have against any person or organization because of payments the Insurer makes under this Policy if the Named Insured has agreed in writing to waive such rights of recovery in a contract or agreement, and only if the contract or agreement: 1. is in effect or becomes effective during the policy period; and 2. was executed prior to loss. VII. DEFINITIONS For purposes of this Policy, words in bold face type, whether expressed in the singular or the plural, have the meaning set forth below. Advertisement means a notice that is broadcast or published to the general public or specific market segments about the Named Insured's goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: A. notices that are published include material placed on the Internet or on similar electronic means of communication; and B. regarding web -sites, only that part of a web -site that is about the Named Insured's goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Aircraft means any machine or device that is capable of atmospheric flight. Arbitration proceeding means a formal alternative dispute resolution proceeding or administrative hearing to which an Insured is required to submit by statute or court rule or to which an Insured has submitted with the Insurer's consent. Asbestos means the mineral in any form whether or not the asbestos was at any time airborne as a fiber, particle or dust, contained in or formed a part of a product, structure or other real or personal property, carried on clothing, inhaled or ingested, or transmitted by any other means. Authorized Insured means any executive officer, member of the Named Insured's risk management or in-house general counsel's office, or any employee authorized by the Named Insured to give or receive notice of a claim. Auto means: A. a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or B. any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, auto does not include mobile equipment. Bodily injury means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the bodily injury, sickness or disease. Claim means a: A. suit; or Form No: CNA75504XX 103-2015) Policy Page: 22 of 32 Underwriting Company: Continental Ins. Co, 333 S Wabash Ave, Chicago, IL 60604 Copyright CNA All Rights Reserved. Policy No: CUE 6045400344 Policy Effective Date: 12/31/2017 Policy Page: 32 of 47