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AG 19-127 - Environmental Science Associates Corp. IRETURN TO: Kari Cimmer EXT: 2629 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Community Development/Planning 2. ORIGINATING STAFF PERSON: Keith Nlven EXT: 2643 3. DATE REQ. BY:RUSH 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION d CONTRACT AMENDMENT(AG#):19-127 ❑ 1NTERLOCAL ❑ OTHER 5. PROJECT NAME: Third Party Welland/Stream Review and Evaluation 6. NAME OF CONTRACTOR: Envimnrnental Science Associates Corp. ADDRESS: 5309 Shilshole Avenue NW,Suite 200:Seattle,WA 98107 TELEPHONE (206)799-9656 E-MAIL:MClancy@esassoc.com FAX:(206)789.9684 SIGNATURENAME: Margaret Clancy TITLE Vim President 7. EXHIBITS AND ATTACHMENTS:A SCOPE,WORK OR SERVICES A COMPENSATION It INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS A PROOF OF AUTHORITY TO SIGN It REQUIRED LICENSES 11 PRIOR CONTRACT/AMENDMENTS 8, TERM: COMMENCEMENT DATE: 7/2/19 COMPLETION DATE: 6130/23 9. TOTAL COMPENSATION$ Seo,000 00(no change to original PSA) (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 iOYES G NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDEI A PURCHASING: PLEASE CHARGE TO: 001-5200-073-55e-60-411 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED 9 PROJECT MANAGER Keith Niven KN 16 June 21 A DIRECTOR Brian Davis BD 6/16/21 ❑ RISK MANAGEMENT (IF APPLICABLE) N/A © LAW MP 6/17/2021 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: N/A COUNCIL APPROVAL DATE: N/A 12. CONTRACT SIGNATURE ROUTING It SENT TO VENDOR/CONTRACTOR DATE SENT: 6118121 DATE REC'D:e/6121 © ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS A 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 A LAW DEPARTMENT 0 SIGNATORY(MAYOR OR DIRECTOR) • CITY CLERK • ASSIGNED AG# AG# 1 ` A COMMENTS: This is an amendment to an existing PSA,changes in term and vendor fees cArr OF CITY HALL ��' � 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederahvay com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY WETLAND/STREAM REVIEW AND EVALUATION This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Environmental Science Associates Corp., Inc., a California corporation("Contractor"). The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for third party wetland/stream review and evaluation("Agreement")dated effective July 15, 2019, as follows: ENVIRONMENTAL SCIENCE ASSOCIATES CORP.: CITY OF FEDERAL WAY: Margaret Clancy Keith Niven 5309 Shilshole Avenue NW, Suite 200 33325 8th Avenue South Seattle, WA 98107 Federal Way, WA 98003-6325 (206) 789-9658 (telephone) (253) 835-2643 (telephone) (206) 789-9684(facsimile) (253) 835-2609 (facsimile) MCIancy@esassoc.com Keith.Niven@cityoffederalway.com 1. ' AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than June 30, 2023 ("Amended Term"). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit 13-1,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 Amended Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. 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 - ESA - 1 - 3/2017 CITY OF CITY HALL a �� Feder l Avenue South FedeFederal 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: ATTEST: By: Q"." J i nyrATeI K Mayor S ephanie Courtney. CMC ity Clerl( f r DATE: Z APPPOVED AS TO FORM: ,hor: Ryan Call C,, ity Attor ENVIRONMENTAL SCIENCE ASSOCIATES CORP: By: Printed Name: Margaret Clancy Title: Vice President .Date Jul 15, 2021 STATE OF WASHINGTON ) ) ss. COUNTY OF King On this day personally appeared before me Margaret Clancy to me known to be the Vice-President of Environmental Scoence AssoriatPs that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 15 day of July , 2021. `�titfttltrrrri J .`L,�N M. : Notary's signature ►1`l/7 . J co` 14�.,a'�" Susan M. B'ork J.�o �,;. Notary's printed name J �—0 C Notary Public in and for the State of Washington. : ►�lJS4lGa�,�� M commission expires April 17, 2024 - C: Y p p Amendment 1 -ESA -2 - 3/2017 CITY OF CITY HALL .�... Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.com EXHIBIT B-1 COMPENSATION 1. Total Compensation:In return for the Services,the City shall pay the Contractor an amount that is unchanged and not to exceed the total amount payable to the Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Eighty Thousand and NO/100 Dollars($80,000.00). 2. Method of Compensation and Establishing Hourly Rates: 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 in the fee schedule below, labeled Table A: Table A: Environmental Science Associates (ESA) Fee Schedule Staff Classification HRatey Staff Classification HRatey Admin Assistant $85 Environmental Scientist III $135 Biologist I $100 Environmental Scientist IV $160 Biologist II $120 GIS Analyst $105 Biologist III $150 Planner I $95 Biologist IV,Grade 1 $160 Planner II $105 Biologist IV,Grade 2 $190 Planner III $130 Engineer I $110 Project Accountant $105 Engineer II $130 Regional Director $285 Personnel Category Rates Charges will be made at the Staff Classification hourly rates set forth in Table A for the time spent on project management, consultation, or meetings related to project, field work, report preparation and review, travel time,etc.Time spent on projects in litigation,in depositions,and providing expert testimony will be charged at the Staff Classification rate times 1.5. a) The range of rates shown for each Staff Classification in Table A reflects ESA staff qualifications, expertise, and experience levels. These rate ranges allow our project managers to assemble the best project teams to meet the unique project requirements and client expectations for each opportunity. b) From time to time,ESA retains outside professional and technical labor on a temporary basis to meet peak workload demands. Such contract labor may be charged at regular Staff Classification rates. 3. Rei ibursable I.xpenses:No change from original Professional Services Agreement. The Contractor may submit a voucher or invoice for reimbursable expenses using Table B:Reimbursable Expenses below.Actual cost without mark-up shall be documented. The actual customary and incidental expenses incurred by the Contractor in performing the Services shall include postage,UPS/Fed Ex costs,incidental copy charges,project specific and topographic survey equipment(e.g.,Trimble GPS,iPad/Android tablet,etc.)when determined necessary,and other reasonable costs;provided however,that such costs shall be deemed reasonable at the City's sole discretion. Any conflict between Table A and Table B shall be resolved in favor of Table B. Table B: REIMBURSABLE COSTS Miles e Current IRS Rate Reimbursable Expenses Actual Cost Without Mark-Up Amendment 1 - ESA -3 - 3/2017 ,tIM'k { ENVIRONMENTAL SCIENCE ASSOCIATES DBA ENVIRONM 3e7-1 550 KEARNY ST STE 800 SAN FRANCISCO CA 94108-2512 DETACH BEFORE POSTING E = BUSINESS LICENSE Issue Date:Sep 04,2020 E I STATE OF r1 Unified Business ID#:602117611 WASHIN TON I Corporation Business ID#:001 re Profit Corporation Location:0001 ENVIRONMENTAL SCIENCE ASSOCIATES DBA ENVIRONMENTAL Expires:Aug 31,2021 SCIENCE ASSOCIATES CORP. ENVIRONMENTAL SCIENCE ASSOCIATES DBA ENVIRONMENTAL 5309 SHILSHOLE AVE NW STE 200 SEATTLE,WA 98107-5344 ? UNEMPLOYMENT INSURANCE-ACTIVE INDUSTRIAL INSURANCE-ACTIVE TAX REGISTRATION-ACTIVE 1 I?, CITY ENDORSEMENTS: MUKILTEO GENERAL BUSINESS-NON-RESIDENT-ACTIVE LAKEWOOD GENERAL BUSINESS-NON-RESIDENT#BL17-00018-ACTIVE r BAINBRIDGE ISLAND GENERAL BUSINESS-NON-RESIDENT#44489-ACTIVE ;Y SHELTON GENERAL BUSINESS-NON-RESIDENT#0044350-ACTIVE 1 KIRKLAND GENERAL BUSINESS-NON-RESIDENT#OBL-0001157-ACTIVE BELLINGHAM GENERAL BUSINESS#033420-ACTIVE F COVINGTON GENERAL BUSINESS-NON-RESIDENT-ACTIVE EATONVILLE GENERAL BUSINESS-NON-RESIDENT-ACTIVE ISSAQUAH GENERAL BUSINESS-NON-RESIDENT-ACTIVE �sl LAKE STEVENS GENERAL BUSINESS-NON-RESIDENT(EXPIRES 1/31/2021)-ACTIVE f � 9 MARYSVILLE GENERAL BUSINESS-NON-RESIDENT#5900SVC108-ACTIVE I NEWCASTLE GENERAL BUSINESS-NON-RESIDENT#2032-ACTIVE +i NORTH BEND GENERAL BUSINESS-NON-RESIDENT#018091.0-ACTIVE OLYMPIA GENERAL BUSINESS-NON-RESIDENT#31405-ACTIVE ' PORT ORCHARD GENERAL BUSINESS-NON-RESIDENT#13009751 -ACTIVE jl i;. VANCOUVER GENERAL BUSINESS-NON-RESIDENT-ACTIVE + MERCER ISLAND GENERAL BUSINESS-NON-RESIDENT#170492-ACTIVE 1 3f FEDERAL WAY GENERAL BUSINESS-NoN-RESIDENT#07-100046-00-BL-ACTIVE This document lists the registrations,endorsements,and licenses authorized for the business l named above.By accepting this document,the licensee certifies the Information on the application 4•'.1 was complete,true,and accurate to the best of his or her knowledge,and that business will be conducted in compliance with all applicable Washington state,county,and city regulations. Director,Department of Revenue ' STATE OF WASHINGTON UBI:602117611 001 0001 Expires:Aug 31,2021 ENVIRONMENTAL SCIENCE UNEMPLOYMENT INSURANCE- ASSOCIATES DBA ACTIVE ENVIRONMENTAL SCIENCE INDUSTRIAL INSURANCE-ACTIVE ASSOCIATES CORP. TAX REGISTRATION-ACTIVE ENVIRONMENTAL SCIENCE MUKILTEO GENERAL BUSINESS- ASSOCIATES DBA NON-RESIDENT-ACTIVE ENVIRONMENTAL LAKEWOOD GENERAL BUSINESS- 5309 SHILSHOLE AVE NW STE 200 NON-RESIDENT#BL17-00018- ACTIVE SEATTLE,WA 98107-5344 BAINBRIDGE ISLAND GENERAL BUSINESS-NON-RESIDENT#44489- ACTIVE SHELTON GENERAL BUSINESS- NON-RESIDENT#0044350-ACTIVE GENERAL BUSINESS- NON-RESIDENT NON-RESISI DENT#OBL-0001157- U ACTIVE geL0002 DETACH THIS SECTION FOR YOUR WALLET Director,Department of Revenue ENVISCI-05 MCRAWM AC�]RP IYYYY) CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD5/2712021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#OE67768 C�MT cr Ali Smith IOA Insurance Services PHONE 619 8 - �w�, : 619 574-6288 4370 La Jolla Village Drive CNn Efd);( )7 ---- --85795 -50206 Np F-W4 - IL Suite 600 ADDRESS.AII.Smith calioausa-com San Diego,CA 92122 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:RLI Insurance Company 13056 INSURED INSURER B:Crum 8r Forster Specialty Insurance Company 44520 Environmental Science Associates .,INSURER C: 550 Kearny St.,Suite 800 INSURER D: San Francisco,CA 94108 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 TYPE OF INSURANCE ADDI.�SU13R POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR .._. INSD WVp (MM,DOfYYYYI 2,000.000 A X COMMERCIAL GENERAL LIABILITY EACH OIC, i_I oCE S CLAIMS-MADE X OCCUR X PSB0007416 12/1/2020 12/1/2021 DAM!-ri I �(•:ENTED ) 11000,000 PRE?JISE�iE9 orrurrenoo X Cont Liab/Sev of Int MED EXP -I $ 10,000 X XCU a_:_rJ<; K JJuftv 2,000,000 ;..GErd 7,AT;-LIMIT APPLIES PER: -.cF•,L:.,:;.:r!-vA7E .-S.. 4,000,000 POLICY X PRO-- LOC ,t.FrOPAGG S_ 4,000,000 OTHER JECT D.e-c]uctlble $ 0 A 'v6.1DINED SINGLE LIMIT 1,000,000 AUTOMOBILE LIABILITY (Ea aceldenl) S X ANY AUTO PSA0002468 1211/2020 12/1/2021 BODILY INJURY rPer person) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident).$ HIRED NO'.:-;1WNED PROPERTY DAMAGE AUTOS ONLY Al 17 OS ONLY (Per accident) _ $ X Comp:$1,000 X Coll:$1,000 $ -- A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 EXCESS LIAB CLAIMS-MADE PSE0003196 12/1/2020 12/1/2021 AGGREGATE $ 3,000,000 DED X RETENTION$ 10,000 $ A WORKERS COMPENSATION X FTR Jl H AND EMPLOYERS'LIABILITY YIN PSW0004135 12/1/2020 12/1/2021 `i"''TUT_ _I, 1,000,000 ANY PR:aFRIETOR/PARTNER/EXECUTIVE ,E.L EACH ACCIDENT_ ____ 5 OFFICE Ri,1FMBEREXCLUDED? �, NIA 1�000,000 (Mandatary In NH) E.L.DISEASE-E_A.EMPLOYEE_5 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below _ E.L DISEASE-POLICY LIMIT 5 B Prof Liab/Ded.$25K i PKC110515 12/1/2020 12/1/2021 Per Claim/Aggregate 5,000,000 B Poll Liab/Ded.$25K PKC110515 1211/2020 12/1/2021 Occurrence/Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached If more space Is required) Re:All Operations(D201900883) City of Federal Way is Additional Insured with respect to General Liability per the attached endorsement as required by written contract. 30 Days Notice of Cancellation with 10 Days Notice for Non-Payment of Premium in accordance with the policy provisions. I I CERTIFICATE HOLDER f CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way AUTHORIZED REPRESENTATIVE Attn3325 Karl Avenue er --� 3325 8th Avenue S. Way.WA_9800.3-6325 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 1 J�II` rr October 2018 The following ESA Officers and select other Authorized Contract Signers are authorized to sign contracts, modifications, and subcontracts. Following are the authorized individuals by ESA office. *Note: Individuals highlighted in BOLD are authorized to sign engineering and design contracts. See Signature Authority POljcy for guidance on signature authority levels and Contract Review FAQs AUTHORIZED ESA CONTRACT SIGNERS: OFFICERS + CERTIFIED CONTRACT SIGNERS NORTHWEST REGION • Molly Adolfson, Sr. VP, NW Water Director Seattle Office a Margaret Clancy,VP, NW Regional Director • Mike Leech,VP, GIS Director • Teresa Vanderburg,VP, NW Biological Resources Director • Joe Richards, P.E., NW EH Director* Portland Office . Susan Cunningham, Program Manager, NW Biological Resources • Maureen Raad,Landscape Architect* NORTHERN CALIFORNIA REGION Petaluma Office 0 Betty Andrews, P.E.,VP, Sr. Program Manager EH* • Jim O'Toole, Sr.VP,Water Practice Leader • Bob Battalio, P.E.,VP, Chief Engineer* • Annette Bonilla,VP, HR Director • Ann Borgonovo, P.E.,VP, EH &Design Practice Leader* • Albert Cuisinot, Sr. VP, CFO and Corporate Secretary San Francisco ■ Eric Haase, Sr.VP, Chief Operating Officer • Kate Mirante,VP, NorCal Marketing and Business Development Director • Leslie Moulton-Post, President, CEO • Gary Oates, Sr. VP, Strategic Client Director • Janna Scott, SF Office Leader Oakland Office Christie Beeman, PE, NorCal EH Director* • Jill Hamilton, BA Water Group Deputy Director • Steve Alverson, Sr.VP, Strategic Client Director Brian Boxer, Sr.VP, NorCal Regional Director Daniel Dameron,VP, NorCal Community Development Director Sacramento Office a Erich Fischer, Sr.VP Biological Resources Practice Leader • Cathy McEfee, VP, Central Valley Water Group Director • Dana McGowan, VP, Cultural Resources Practice Leader • Gerrit Platenkamp, VP, NorCal Biological Resources Group Director SOUTHERN CALIFORNIA REGION Ventura Office • Monica Strauss, Cultural Resources Director Santa Monica Office a Terri Avila,VP, Community Development Practice Leader ■ Jay Ziff, Community Development Program Director Los Angeles Office 0 Tom Barnes,VP, SoCal Water and Energy Director • Deanna Hansen, VP, SoCal Community Development Director Pasadena Office Heidi Rous, Air Quality Services Director Irvine Office Steve Nelson, VP, SoCal Biological Resources Director San Diego Office ■ Bobbette Biddulph, Sr.VP SoCal Regional Director Eric Ruby, Sr.VP, Strategic Client Director SOUTHEAST REGION Orlando Office Mike Arnold, Sr.VP,Airports Practice Leader • Julie Sullivan,VP, Southeast Regional Director • Tom Ries,VP, Southeast Biological Resources Director Tampa Office a Doug Robison,VP Southeast Biological Resources Director • Sandy Scheda, VP, Southeast Transportation Director Named Insured: Environmental Science Associates RLI Insurance Company Policy Number: PSB0007416 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following BUSINESSOWNERS COVERAGE FORM- SECTION II—LIABILITY 9. C. WHO IS AN INSURED is amended to include as additional insured under this policy must apply on a an additional insured any person or organization that primary basis, or a primary and non-contributory you agree in a contract or agreement requiring basis, this insurance is primary to other insurance insurance to include as an additional insured on this that is available to such additional insured which policy, but only with respect to liability for "bodily covers such additional insured as a named insured, injury", "property damage" or "personal and and we will not share with that other insurance, advertising injury" caused in whole or in part by you provided that: or those acting on your behalf: a. The "bodily injury" or "property damage" for a. In the performance of your ongoing operations; which coverage is sought occurs after you have b. In connection with premises owned by or rented entered into that contract or agreement; or to you; or b. The "personal and advertising injury" for which c. In connection with "your work" and included coverage is sought arises out of an offense within the "product-completed operations committed after you have entered into that hazard". contract or agreement. 2. The insurance provided to the additional insured by 4. The following is added to SECTION III K. 2. this endorsement is limited as follows: Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT a. This insurance does not apply on any basis to APPLICABLE TO ONLY TO SECTION Il — any person or organization for which coverage LIABILITY) as an additional insured specifically is added by We waive any rights of recovery we may have another endorsement to this policy. against any person or organization because of b. This insurance does not apply to the rendering payments we make for "bodily injury", "property of or failure to render any "professional damage" or "personal and advertising injury" arising services". out of "your work" performed by you, or on your c. This endorsement does not increase any of the behalf, under a contract or agreement with that limits of insurance stated in D. Liability And person or organization. We waive these rights only Medical Expenses Limits of Insurance. where you have agreed to do so as part of a contract or agreement with such person or 3. The following is added to SECTION III H.2. Other organization entered into by you before the "bodily Insurance — COMMON POLICY CONDITIONS injury" or"property damage" occurs, or the "personal (BUT APPLICABLE ONLY TO SECTION 11 -- and advertising injury"offense is committed. LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Forrn ® Request for Taxpayer Give Form to the (Rev.October2018) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service IN,Go to www.im.govIForri for instructions and the latest information. 1 Name(as shown on your income tax return).Name Is required on this line,do not leave this line blank. ENVIRONMENTAL SCIENCE ASSOCIATES 2 Business name/disregarded enfity name,if differen.from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to following seven boxes. certain entitles,not individuals;see a instructions on page 3): r- ❑ Individual/sole proprietor or ❑ C Corporation (N S Corporation ❑ Partnership ❑Trust/estate 0 c single-member LLC Exempt payee code(d any) 0 ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► p Note:Check the acpropriata box in tl,e tine above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting LLC If the LLC Is classified as a singta-m;;emoer LLC that is disregarded from the owner onless the owner of the LLC Is code an 'C C another LLC that is not disragarded from the owner kn`U.S.fwleral lax purposes.Olhe.rnvise,a single-member LLC that y) IL 0 is disregarded from the owner should check the appropriate box for the tax classification of its owner. !1: ❑ Other(see insfructmorr;;}► wpmw fo mn a_.r a 5 Address(number,street,and apt,or suite no.)See Instructions. Requester's name and address(opt,oaa' N 550 KEARNY STREET,SUITE 800 B City,state,and ZIP code SAN FRANCISCO,CA 94108 7 List account number(s)here(optional) Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this Is generally your t e instructions security nurnt)er Part (Sate).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN, later. or Note:If the account Is in more than one name,see the Instructions for line 1.Also see What Name and Employer idenliffcation number Number To Give the Requester for guidelines on whose number to enter. 974 - 1 6 9 8 3 5 0j Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured pro,96irty,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you a of required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Sign signature of 1/8/2021 Here U.S.person► Date Bp. Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise .Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments .Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.1rs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer Identification number(ITIN),adoption .Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. retums include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018) RETURN TO: Kari Cimmer ERCT: 2529 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Community Development/Planning 2. ORIGINATING STAFF PERSON: Doc Hansen/Kari Cimmer EXT: 2629 3. DATE REQ.BY:6/28/19 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT A PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG' ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Third Party Wetland/Stream Review and Evaluation 6, NAME OF CONTRACTOR: Environmental Science Associates Corp (ESA) ADDRESS: 5909 Shilshole Avenue NW,Suite 200 TELEPHONE 206-789-9658 E-MAIL: GC5ctA55aG FAX:206-789-9684 SIGNATURE NAME: 11 TITLE vice President 7. EXHIBITS AND ATTACHMENTS:A SCOPE,WORK OR SERVICES A COMPENSATION A INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS A PROOF OF AUTHORITY TO SIGN O REQUIRED LICENSES O PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: July 1,2019 COMPLETION DATE: June 30,2021 9. TOTAL COM PI NSATION$80•°00,00 (INCLUDEFXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOL[UAY RATES) REIMBURSABLE EXPENSE:❑YES A NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES *NO IF YES,$ PAID BY:■CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEF,CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 001-5200-073-556-60-411 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REYIEWED INITIAL/DATEAPPROVED O PROJECT MANAGER Doc Hansen Doc Hansen A DIRECTOR Brian Davis Brian Davis ❑ RISK MANAGEMENT (IF APPLICABLE) N/A N/A O LAW IL COUNCIL APPROVA L(IF APPLICABLE) COMMITTEE APPROVAL DATE: N/A COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING A SENT TO VENDOR/CONTRACTOR DATE SENT: �' 1 G DATE REC'D: Z I w O ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFCA `C,LICENSES,EXHIBITS A CREATE ELECTRONIC REMINDER/NOTIF[CATION FOR I 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.) IN:ITIALI DATE SIGNED O LAW DEPARTMENT 'W SIGNATORY(MAYOR OR DIRECTOR) A CITY CLERK A ASSIGNED AG#, AG A SIGNED COPY RETURNED DATE SENT: COMMENTS: This is a new PSA Contract with an existing vendor 2/2017 CITY OF CITY HALL Fe d e ra l Wa 33325 8th Avenue South Federal Way,WA 98003-6325 'A�' (253)835-7000 www.0yoflederahvoy com PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY WETLAND/STREAM REVIEW AND EVALUATION This Professional Services Agreement("Agreement")is made between the City of Federal Way, a Washington municipal corporation ("City"), and Environmental Science Associates Corp., a California 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: ENVIRONMENTAL SCIENCE ASSOCIATES CITY OF FEDERAL WAY: CORP.: Margaret Clancy Robert"Doc"Hansen 5309 Shilshole Avenue NW,Suite 200 33325 8th Avenue South Seattle,WA 98107 Federal Way,WA 98003-6325 (206)789-9658(telephone) (253)835-2643 (telephone) (306)789-9684(facsimile) (253)835-2609(facsimile) MClancv @ esaassoc.com Robert.Hansen@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 1,2021 ("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. PSA-ESA 1- Rev.7/2019 CITY OF CITY HALL Federal �J11 y Feder 8th Avenue South 8003 Federal Way,WA 98003-6325 (253)835-7000 www0yolfederalway 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 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 Indemnifications.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. PSA—ESA -2- Rev.7/2019 CITV Federal a CITY HALL 33325 8th Avenue South �/ Federal Way,WA 98003-6325 (253)835-7000 www cifyoflederahvay.com 6. INSURANCE.The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: , 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, 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 Liabilitv. 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 PSA-ESA -3- Rev.7/2019 CITY or CITY HALL u Federal Way Feder 8th Avenue South Federal Way. nu 98003-6325 (253)835-7000 www cityo llederal way.com all funds paid pursuant to this Agreement. These records shall be subject,at all reasonable times, to inspection,review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. 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. PSA-FSA -4- Rev.7/2019 CITY OF CITY HALL Federal Way 33325 8th Avenue South Y Federal Way,WA 98003-6325 (253)835-7000 www cilyolleder©lwny com 13.2 Assignment and Beneficiaries.Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part,any or all of its obligations and rights hereunder without the prior written consent of the other Party.If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest,heirs and assigns.This Agreement is made and entered into for the sole protection and benefit of the Parties hereto.No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws.The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations,rules, standards and policies, as now existing or hereafter amended,adopted, or made effective.If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement,this Agreement may be rendered null and void,at the City's option. 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] PSA-ESA .5. Rev.7/2019 CITY OF CITY HALL AIII a r Feder 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. CTT FEDE L WAY: ATTEST: ' errell, Mayor S h nie Courtney,CMC ty Clerk DATE: I S APPROVED AS TO FORM: -�W44;;-7 J. Ryan Call,City Attorney ENVIRONMENTAL SCIENCE ASSOCIATES CORP.: fi By: Printed Nam . a[garet Clancy �ti�st++++++r►r�� WAt) N, Title: Vice President ,' R"3trp;• Fr'` . 0 0 2na. 4 tjp7AA y ,,P . .tea DATE: �q PUBOCI o ",74, 7y"fi liJ���dF W STATE OF WASHINGTON ) ) ss. COUNTY OF On this day personally appeared before me Margaret Clancy, to me known to be the Vice President of Environmental Science Associates Corp. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any,is the corporate seal of said corporation. GIVEN my hand and official seal this 1141A day of 2019. Notary's signature Notary's printed name Notary PuWc in and for the State of Washington. My commission expires PSA-ESA -6- Rev.7/2019 CITY of CITY HALL Federal Way 33325 Avenue South Federall Way,WA 98003-6325 '.JMW:� (253)835-7000 www.C+tyoffaderal way Com EXHIBIT A SERVICES The Contractor shall provide on-call licensed wetland/stream consulting services to the City, as requested by the City. Upon identification of a project by the City, the Contractor will prepare a Scope of Service and Budget for the project,to be negotiated and agreed to by both parties.Typical services that may be requested under this Agreement include,but are not limited to,the following: I. Third Party Wetland/Stream Review.The Contractor will evaluate wetland delineations,analysis reports,stream evaluation reports,mitigation plans, and similar reports and project plans submitted by applicants for construction projects in the city. The Contractor will evaluate the reports and plans for consistency with the Federal Way Revised Code(FWRC).The Contractor will prepare written evaluations and recommendations. 2. Additional Services as Needed. Additional wetland/stream consulting services in support of City needs. An example would be preparation of a wetland delineation report in support of a City construction or road project. PSA—ESA -7- Rev.7/2019 CITY OF CITY HALL Federal 8th Avenue South Way Federal Way,WA 98003-6325 Feder (253)835-7000 www.alyoffederahmy com EXHIBIT B COMPENSATION 1. Total Compensation:In return for the Services,the City shall pay the Contractor an amount not to exceed Eighty Thousand and 00/100 Dollars($80,000.00). 2. Method of Compensationand Establishing Hourly Nates: 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 personnel as shown in the fee schedule below,labeled Table A: Table A: Environmental Science Associates(ESA)FEE SCHEDULE Labor/Staff Category Level I` I Level H Level III • Senior Director $265 per hour j $280 per hour $300 per hour • Director $210 pu hour $225 er hour $240 per hour • Managing Associate $175 per hour $190 per hour $205 per hour Senior Associate $150 per hour $160 per hour_ $170 per hour • Associate $105 per hour $125 per hour $135 per hour • Project Technician $85 per hour $100 per hour $120 per hour Personnel Category Rates Charges will be made at the Category hourly rates set forth in Table A for time spent on project management, consultation or meetings related to the project, field work, report preparation and review, travel time,etc.Time spent on projects in litigation,in depositions, and providing expert testimony will be charged at the Category rate times 1.5. a) The range of rates shown for each staff category in Table A reflects ESA staff qualifications, expertise, and experience levels. These rate ranges allow our project managers to assemble the best project teams to meet the unique project requirements and client expectations for each opportunity. b) From time to time,ESA retains outside professional and technical labor on a temporary basis to meet peak workload demands. Such contract labor may be charged at regular Labor/Staff Category rates. 3. Reimbursable Expenses: The Contractor may submit a voucher or invoice for reimbursable expenses using Table B: Reimbursable Costs below. Actual cost without mark-up shall be documented. The actual customary and incidental expenses incurred by the Contractor in performing the Services shall include postage, UPS/FedEx costs, incidental copy charges,project specific and topographic survey equipment(e.g.,Trimble GPS,iPad/Android tablet,etc.)when determined necessary, and other reasonable costs; provided however, that such costs shall be deemed reasonable at the City's sole discretion.Any conflict between Table A and Table B shall be resolved in favor of Table B. Table B: REIMBURSABLE COSTS Miles a Current IRS Rate Reimbursable Expenses Actual Cost Without Mark-up PSA-ESA -8- Rev.7/2019