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AG 19-157 - Landau Associates, Inc RETURN TO: Kari Cimmer EXT: 2629 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Community Development/Planning ..................................... ................. ..................................................... ......................................................................................................................................................................... 1 ORIGINATING STAFF PERSON: Keit h N n/ ar C ive Ki immer EXT: 2629 3. DATE REQ.BY:61912021 ......................—---------- 4. TYPE OF DOCUMENT(CHECK ONE): 1:1 CONTRACTOR SELECTION DOCUMENT(E.G.,RIFB,RFP,RFQ) 11 PUBLIC WORKS CONTRACT El SMALL OR LIMITED PUBLIC WORKS CONTRACT 0 PROFESSIONAL SERVICE AGREEMENT EI MAINTENANCE AGREEMENT El GOODS AND SERVICE AGREEMENT El HUMAN SERVICES/CDBG El REAL ESTATE DOCUMENT 1:1 SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) 1:1 ORDINANCE El RESOLUTION A CONTRACT AMENDMENT(AG#):19-157 1:1 INTERLOCAL 0 OTHER $. PROJECT NAME: Third Party Geotechnical Engineering Review and Evaluation ......................... ...................... -----...... 6. NAME OF CONTRACTOR: Landau Associates,Inc. 1.......... —------- ADDRESS: 2107 South C St. reet;Tacoma,WA 98402 TELEPHONE 253-284-4879 --- ...................... ............... -----------------------"I—----- ---------------------- ------—------- E-MAIL:Jwynkoop@landauinc.com FAX:253-926-2531 -------------------------------- ............ SIGNATURE NAME Jennifer W k o TITLE Principal ........."I.......... 2 P —-----— 7. EXHIBITS AND ATTACHMENTS:IAl SCOPE,WORK OR SERVICES El COMPENSATION Lit INSURANCE REQUIREMENTS/CERTIFICATE El ALL OTHER REFERENCED EXHIBITS A PROOF OF AUTHORITY TO SIGN A REQUIRED LICENSES A PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: July 1,2019 COMPLETION DATE: June 30,2023 9, TOTAL COMPENSATION$40,000 00(no change to total compensation) (INCLUDE EXPENSES AND SALES TAX,IF ANY) IF CALCULATED ON HOUE�T�9 C14ARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:0 YES It NO IF YES,MAXIMUM DOLLAR AMOUNT: $------------------------------------------------------------------ IS SALES TAX OWED OYES ONO IF YES,$ PAID BY:0 CONTRACTOR El CITY RETAINAGE: RETAINAGEAmOUNT: I]RETAINAGE AGREEMENT(SEE CONTRACT) OR EIRETAINAGE BOND PROVIDE[ E-1 PURCHASING: PLEASE CHARGE TO: 001-5200-073-558-60-411 ......... .. .. .......... ........ .... . ....... 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED A PROJECT MANAGER Keith Niven 6/1/21 11111-11111111-111111111......—------ A DIRECTOR SrianDavisW/N El RISK MANAGEMENT (IF APPLICABLE) N/A ......................................... ........--l-111111-111-11-11-1.......... A LAW MP 6/9/21 ............................................. ........................................... 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: N/A COUNCIL APPROVAL DATE: N/A 12. CONTRACT SIGNATURE ROUTING A SENT TO VENDOR/CONTRACTOR DATE SENT: 6/15/21 DATE REC'D:1110121 A ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS A CREATE ELECTRONIC REMINDER/NOTIFICATION 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.) INITIAL/DATE SIGNED A LAW DEPARTMENT "'K04 tholzotl 19 SIGNATORY(MAYOR OR DIRECTOR) A CITY CLERK . .............11 ASSIGNED AG# AG# "-s,' El SIGNED COPY RETURNED DATE SENT COMMENTS: this an Amendrnent to an existing PSA;towh and Compwisa[ion chanty.car,. ................................................ .......... CITY OF CTY HALL 33325 lath Avenue South Federal Way Federal)Way,WA 98003..6325 (253)835.7000 mviv csym AMENDMENT NO. I TO PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY GEOTECHNICAL ENGINEERING REVIEW AND EVALUATION 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 ofthe Parties,agree to amend the original Agreement for Third Party Geotechnical Engineering Review and Evaluation('Agreement")dated effective August 9, 2019, as follows: LANDAU ASSOCIATES,INC.: CITY OF FEDERAL WAY: Jennifer Wynkoop Keith Niven 2107 South C Street 33325 8th Avenue South Tacoma, WA 98402 Federal Way, WA 98003-6325 (253)2844879(telephone) (253)835-2643(telephone) (253)926-2531 (Facsimile) (253)835-2609(facsimile) h4 nkoo , landauinc.com Keith.Niven i ci offederalway.corn I. AMENDED TERM.The term ofthe Agreement,as referenced by Section 1 ofthe Agreement and any prior amendments thereto,shall be amended and shall continue until the completion ofthe 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 B-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 ofany taxes imposed by any lawful jurisdiction as a result ofthe 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 ofthe 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. Landau—GeoTech Amendment 1 - I- 31:0 17 CITY OF CITY HALL 33325 Sth Avenue South FedeW Way,WA M003-6325 Federal Way (253) 835-7000 avow aC rrs ara�pa can IN WITNESS,the Parties execute this Agreement below,effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: Jim F 'frr ll, m6or Srtc lid.nie Courtney, CtvTC f'ly Clerk �u DATE: APPROVED AS TO FORM: 2 L kn,1, Ryya Call,City Att LANDAU ASSOCIATES,INC.: By:Printed Name: Jennifer' ynk000 Title: Principal Date: STATE OF WASHINGTON ) ' )ss. COUNTY OF-A& -) On this day personally appeared before me y to me known to be the instrument � said instrument to be the free and v�alttnt �that executed the foregoing � of and acknowledged the s 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 sea] of said corporation. .qNNN and official seal this / Aay of ,2021. Notary's si nature � ry g Notary s printed name16-A ~•~ Notary Public in and for the S to of '"ashin,gton t ���PUBLG My commission expires t pa A7 t'a.).:� IV tt 1 Landau—GcoTech Amendment 1 -2- 3+27 17 CITY OF CITY MALL :333 "1 Avenue South Federal Way IFederot Way WA 98003 32 (2 3) 835'7000 69 VlVC..1yJflc�de!aAwyeCrFM EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Tatal ComImnsation: No change from original Professional Services Agreement. The total amount the City shall pay the Contractor for services remains the same and is not to exceed Farty Thousand and 00✓100 Dollars($40,000.00)_ 2. Method of.Coni rensmmtion and EstabliLhing Hourly Ratites:In consideration ofthe 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 dte fee schedule labeled Table A below_ Table A: LANDAU ASSOCIATES.INC.FEE SCHEDULE Senior Princi al S290 per hour Senior Stall:CAD Desi ner S 130 per hour Principal $270 per hour StarFScnior Technician I1 S 135 per hour Senior Associate S250 pEr hour data S ecialist $135 per hour Associate $225 per hour CAD,,GIS Technician $I30 per hour Senior $200 pg.hour Project Coordinator S120 per hour ......... SeniorPrv'cct $180 perhour I Assistantr'Senior Technician I $110 perhour Project $165 cr hour Technician S90 per hour GIS Analyst $165 j2cr hour Su ort Staff $SO per hour Cxpert 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. Equipment Field,laboratory,and office equipment used in the direct performance of authorized work is charged at unit rates.A rate schedule will be prodded on request. 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. Higher handling charges for technical subconsultants and for high-risk field operations may be negotiated on an individual project basis;similarly.a lowerhandling charge may be negotiated on projects requiring disproponionally high subconsultant involvement. Invoices Invoices for Landau Associates' services%till be issued monthly.Interest of 1.5 percent per month(but not exceeding the maximum rate allowable by law)will be payable on any amounts not paid within 30 dars. Any changes to the fees identified above trill be changed and approved through an Amendment to this Agreement. 3. Reirnbursabte Ex en—: 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 b% the Contractor in performing the Services shall include postage, UPS,FedEx costs, incidental copy charges,and other reasonable costs; prrvided however.that such costs steal I be deemed reasonable at the City's sole discretion.Any conflict between Table A and Table B shall be resolved in I'avor of Table B. Taisle 13 REIMBURSABLE COSTS ww. Ivlilcage Current IRS Rate Reimbursable Ex enws Actual Cost Without Mark-up Landau--GeuTcch Amendment 1 -3 . 3i2017 LANDASS-01 KPHILLIPSI ,4RO' CERTIFICATE OF LIABILITY INSURANCE EDATE(MMIDD/YYYY) 5/24/2021 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 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). .......... ....„„onf..m� PRODUCER License#OC36861 NTTACT Melanie Kelly Seattle-Alliant Insurance Services,Inc. PHONE FAX 1420 Fifth Ave 15th Floor (A1C,No,Ext) (AIC„Nag).__ Seattle,WA 98101 'A OR ss:Melanie.Kelly galliant.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:American Casualty Company of Reading,Pennsylvania 20427 INSURED INSURER 13 Valley Forge Insurance Company ......_. 20508 Landau Associates,Inc. INSURER c:+Continental Insurance Company 35,289i 130 2nd Avenue South INSURER D.Syndicate 2623/623 at Lloyd's Edmonds,WA 98020 INSURER:E. INSURER F: COVERAGE'S CECT IFICATE NIIIIBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INS URANCE 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 ---... ....R ......... ADDL SUBR�, POLICY EFF POLICY EXP TR TYPE OF INSURANCE D; POLICY NUMBER (tMll21,(dR 'YYJ ..lA.1f1E/ .�_ L 11 I 11 MITS mmmmmmmmm A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR �( X DAMAGE TO RENTED 1,000,000 7011944628 12131/2020 12/31/2021 P _ -.. .. - REMISES(Ea occurrence) -. MED EXP(Any one persons $ 15,000 _PERSONAL 8 ADV INJURY $ 1,000,000 GEN"L.,AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY X PRO- LOC PRODUCTS-COMP/OP AGG $ 2,000000 O7FiFR'; $ AUTOMOBILE LIABILITY COMBINED SINGLE DMI I S. 1,00%000 (Ep pccldelbl) _ ... X ANY AUTO X X BUA 7011944631 12/31/2020 12131/2021 HOMILY I)?d.A.MY(Per person) S OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) _$ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY i AUTOS ONLY (Perccidgnt)_ $ C X j EACH OCCURRENCE UMBRELLA LIABX OCCUR - $ 5,000,000 - ; CUE 7011944645 12/31/2020 12/31/2021 AGGREGATE 5,000,000 EXCESS LIAB CLAIMS-MADE X X EGATE $ DED X RETENTION$ 10,000 $ ERS N PER A AINYRPROPRIETOR/PARTNER/EXECUTIVE O Y � 701194462$ 12/3112 E.L.EAC ACCIDENT- -------� -� w .ew. m-.wmwm� .... .... AND EMPLOYERS'LIABILITY OTH- TLITF I ER 020 12/31/2021 H T $ 1,000,000 OFFICER/MEMBER EXCLUDED? _ J N/A -- - -- (Mandatory in NH) '...... E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1000,000 DESCRIPTION OF OPERATIONS below E L.DISEASE-POLICY , . LIMIT $ _ D Prof/Pollution Liab !W13431200901 12/31/2020 12/31/2021 ;Per Claim/Aggregate 5,000,000 D ;Prof/Pollution Liab W13431200901 12/31/2020 12/3112021 Deductible 150,000 DESCRIPTION OF OPERATIONS)LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Re:Professional Services Agreement for Third Party Geotechnical Engineering Review and Evaluation City of Federal Way is Additional Insured with respect to General Liability and Automobile Liability per forms attached.General Liability and Automobile Liability coverage is Primary Non-Contributory performs attached.Waiver of Subrogation applies to General Liability and Automobile Liability performs attached.Umbrella follows form. CATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty y ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Robert"Doc"Hansen 33325 8th Avenue South ......•• ........... Federal Way,WA 98003-6325 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 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products-completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products-completed operations hazard. 2. ADDITIONAL INSURED-PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. ADDITIONAL INSURED—EXTENDED COVERAGE When an additional insured is added by this or any other endorsement attached to this Coverage Part, WHO IS AN INSURED is amended to make the following natural persons Insureds. If the additional insured is: a. An individual,then his or her spouse is an Insured; b. A partnership or joint venture, then its partners, members and their spouses are Insureds; c. A limited liability company,then its members and managers are Insureds; or d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are Insureds; CNA74858XX (1-15) Policy No: 7011944628 Page 4 of 18 Endorsement No: 5 AMERICAN CASUALTY CO OF READING,PA Effective Date: 12/31/2020 Insured Name: LANDAU ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications;or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 9. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses of any natural person Insured or living trust shall also be insured under this policy; provided, however, coverage is afforded to such estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided, however, that the spouse of a natural person Named Insured, and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY—EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE-PER LOCATION A. A separate Location General Aggregate Limit, equal to the amount of the General Aggregate Limit, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A, except damages because of bodily injury or property damage included in the products-completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that location. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Location General Aggregate Limit of any other location. B. All: 1. Damages under Coverage B, regardless of the number of locations involved; CNA74858XX (1-15) Policy No: 7011944628 Page 7 of 18 Endorsement No: 5 AMERICAN CASUALTY CO OF READING,PA Effective Date: 12/31/2020 Insured Name: LANDAU ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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: 7011944628 Page 16 of 18 Endorsement No: 5 AMERICAN CASUALTY CO OF READING,PA Effective Date: 12/31/2020 Insured Name: LANDAU ASSOCIATES, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Business Auto Policy CNAPolicy Endorsement It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO NAME AS AN ADDITONAL INSURED. 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. 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 Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA71527XX (10-2012) Policy No:BUA 7011944631 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 12/31/2020 Endorsement No: 14; Page: 1 of 1 Policy Page: 74 of 147 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 ®® . - m® ®.,., .,._,, .............. Copyright CNA All Rights Reserved. Business Auto Policy CNAPolicy Endorsement I, THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: LANDAU ASSOCIATES, INC. Endorsement Effective Date: 12/31/2020 SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations, The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Form No: CA 04 44 10 13 Policy No: BUA 701 1944631 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 12/31/2020 Endorsement No: 3; Page: 1 of 1 Policy Page: 45 of 147 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 --_ - -- . ,, _--- ®— -__ ------------ _ W... ,, m ,, ......... _ __.� ®Copyright Insurance Services Office, Inc., 2011 CNA Paramount Excess and Umbrella Liability CMAPOiicV ,/l/K 1 / Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. The "Insurer" refers to the insurer providing this insurance as set forth on the Declarations of this Policy. Words and phrases that appear in bold have special meaning. Refer to the section entitled DEFINITIONS. I. COVERAGES A. Coverage A - Excess Follow Form Liability The Insurer will pay on behalf of the Insured those damages in excess of the applicable underlying limits. Coverage hereunder will attach only after the full amount of the applicable underlying limits have been exhausted through payment in legal currency of covered loss under all applicable underlying insurance and to which this Coverage A applies. Coverage A under this Policy will then apply in conformance with the provisions of the applicable underlying insurance except for the premium, limits of insurance, deductible, retentions, or any defense obligations and any other terms and conditions specifically set forth in this Policy. Upon exhaustion of the applicable underlying limits, the Insurer shall only pay for damages in excess of the applicable underlying limits. This Coverage A does not provide coverage for any loss not covered by the applicable underlying insurance except and to the extent that such loss is not paid under the applicable underlying insurance solely by reason of the exhaustion of the applicable underlying limits through payment of loss thereunder. This Coverage applies: 1. if the applicable underlying insurance is on an occurrence basis, then only if that which must take place in the policy period of the underlying insurance in order to trigger coverage, takes place during this policy period; and 2. if the applicable underlying insurance is on a claims made basis, then only if: a. that which must take place in the underlying insurance in order to trigger coverage, takes place after the retroactive date and prior to the end of the policy period; and b. the claim is first made during the policy period. B. Coverage B - Umbrella Liability The Insurer will pay on behalf of the Insured those damages in excess of the retained amount: 1. that an Insured becomes legally obligated to pay because of bodily injury, property damage or personal and advertising injury; or 2. because of liability for bodily injury or property damage assumed under an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of such insured contract; and provided that: a. the bodily injury or property damage occurs during the policy period; b. the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; .. ... . .......— - - -- ---.............................................. Form No: CNA75504XX (03-2015) Policy No:CUE 701 1944645 Policy Page: 1 of 32 Policy Effective Date:12/31/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 12 of 49 „,,,,,,,,, „ ... ......... .... ..--._ . ......... .. Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability CMAPolicy 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 (03-2015) Policy No:CUE 701 1944645 Policy Page: 22 of 32 Policy Effective Date: 12/31/2020 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy Page: 33 of 49 _,®.,a. „.. .........a m Copyright CNA All Rights Reserved, LANDAU 14 ASSOCIATES October 2, 2017 City of Federal Way 3332S 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. w Jay P Bower, PE Chief Executive Officer jpb [DOCUMENT11 130 2nd Avenue South Edmonds,Washington 98020 (425)778-0907 www.landauinc.com J, LANDAU ASSOCIATES, INC. 1467-1 130 2ND AVE SOUTH EDMONDS WA 98020 DETACH BEFORE:POSTING f � ^r��' i BUSINESS LICENSE Issue Date. Oct 23, 2020 r{ STATE OF Unified Business ID#: 600557469 , WASHINGTON Profit Corporation Business ID#: 001 Location: 0001 LANDAU ASSOCIATES, INC. Expires: Nov 30, 2021 , ' LANDAU ASSOCIATES ' 130 2ND AVE S EDMONDS, WA 98020-3512 r�.. UNEMPLOYMENT INSURANCE -ACTIVE INDUSTRIAL INSURANCE#ESAC 07685 00-ACTIVE TAX REGISTRATION-ACTIVE ' CITY ENDORSEMENTS: KELSO GENERAL BUSINESS- NON-RESIDENT-ACTIVE x MOUNT VERNON GENERAL BUSINESS- NON-RESIDENT-ACTIVE PUYALLUP GENERAL BUSINESS -NON-RESIDENT#2007603-ACTIVE 6'y, YELM GENERAL BUSINESS-NON-RESIDENT#11430-ACTIVE SHELTON GENERAL BUSINESS#0055840-ACTIVE ` k BELLINGHAM GENERAL BUSINESS#015399-ACTIVE �' COVINGTON GENERAL BUSINESS- NON-RESIDENT-ACTIVE ' EDGEWOOD GENERAL BUSINESS- NON-RESIDENT#109-ACTIVE ILWACO GENERAL BUSINESS- NON-RESIDENT-ACTIVE LACEY GENERAL BUSINESS- NON-RESIDENT#23143-ACTIVE MARYSVILLE GENERAL BUSINESS - NON-RESIDENT#0707SVC108-ACTIVE MILTON GENERAL BUSINESS-NON-RESIDENT(EXPIRES 7/31/2021)-ACTIVE 4 OLYMPIA GENERAL BUSINESS- NON-RESIDENT#2624-ACTIVE ``' PORT TOWNSEND GENERAL BUSINESS- NON-RESIDENT#8955-ACTIVE x' POULSBO GENERAL BUSINESS- NON-RESIDENT#798-ACTIVE RUSTON GENERAL BUSINESS-NON-RESIDENT-ACTIVE " TUMWATER GENERAL BUSINESS - NON-RESIDENT#R-014382 -ACTIVE UNIVERSITY PLACE GENERAL BUSINESS- NON-RESIDENT-ACTIVE WASHOUGAL GENERAL BUSINESS- NON-RESIDENT-ACTIVE VANCOUVER GENERAL BUSINESS- NON-RESIDENT-ACTIVE b This document lists the registrations,endorsements,and licenses authorized for the business < named above.By accepting this document,the licensee certifies the information on the application " 4 �nras complete,true,and accurate t®the best of his or her knowledge,and that business will be iRer conducted�n team Dance with all a lieable UVashm ton state count and cat re ulations " f�iecuor,GreH air@vncrra of teveruu,e i P PP s ^�r� �,.., awuV:r:' wmn�aw^,. u�, w'"wwn,���v�w�aww( ,5'a �,a.wr��:�u�«ir ' '"","^., mom, 4 �""t.r Tv. ....w,r.,�°: p! �� �iiw& "�i�_ `�• 'r�• LANDAU ASSOCIATES, INC. 1467-2 130 2ND AVE SOUTH EDMONDS WA 98020 DETACH BEFORE POSTING •. t.mvz"x"��2 m.: � ,.e—� "��N�'d�"" F'r�"N�+T~'maw r�IP:'u "�""^wrm,P'wmmomm���wJuv �.w �� ��.�^�".ru,� '�do-�.���,�d .w:iwuw�i�::r�r�., ����a'��'ras��uv,�m� .a �.,owe.��+;� �.. BUSINESS LICENSE y STATEGF Issue Date: Oct 23, 2020 � � WASHINGTON Unified Business ID#: 600557469 �o i, Profit Corporation Business ID#: 001 I Location: 0001 i LANDAU ASSOCIATES, INC. Expires: Nov 30, 2021 LANDAU ASSOCIATESy� 130 2ND AVE S EDMONDS, WA 98020-3512 ly, TUKWILA GENERAL BUSINESS- NON-RESIDENT-ACTIVE EDMONDS GENERAL BUSINESS#BL-005571 -ACTIVE y� MERCER ISLAND GENERAL BUSINESS - NON-RESIDENT#180080-ACTIVE ri FEDERAL WAY GENERAL BUSINESS -NON-RESIDENT#99-105927-00-BL-ACTIVE r BURIEN GENERAL BUSINESS- NON-RESIDENT#12376-ACTIVE r LICENSING RESTRICTIONS: Not licensed to hire minors without a Minor Work Permit. try d This document lists the registrations,endorsements,and licenses authorized for the business b named above.By accepting this document,the licensee certifies the information on the application ` �' was complete,true,and accurate to the best of his or her knowledge,and that business will be ,__ „� �_ _w.�,�, ���' conducted in compliance with all applicable Washington state,ca�unty,and city regulations. Director,Department of Revenue f Forrnw-9 Request for Taxpayer Give Form to the (Rev.October 2018) Identification Number and Certification requester. Do not Department of the I reasury send to the IRS. Internal Revenue Service Do-Go to www.irs.gov/FormW9 for instructions and the latest information. I Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. Landau Associates, Inc. —i—Business name/disregarded entity name,if different from above a) 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 entities,not individuals;see , cl instructions on page 3): Individual/sole proprietor or R] C Corporation S Corporation El Partnership El Trust/estate (n single-member LLC Exempt payee code(if any) Q. Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)110 0 Note:Check the appropriate box in the line 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 single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Q. 5 Address(number,street,and apt.or s'u,it"e—no, S e"e i'n's t'ru'c"tTo"n s-—---- equester's name and address(optional) 6 City,state,and ZIP code Edmonds, WA 98020 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 T_S-ci-c;;�'urity number backup withholding. For individuals,this is generally your social security number(SSN). However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part 1,later. For other entities,it is your employer identification number(EIN). If you do not have a number,see How to get a E F] TIN, later. or mployer identification number Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and F"= Number To Give the Requester for guidelines on whose number to enter. .........9 F"I —K2 � 7 3 F3'J 2 1 Under penalties m perjury, |certify that: 1.The number shown on this form mmy correct taxpayer identification number(or|am waiting for a number mbe issued mmetand 2.|om not subject t"backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(|mS)that|amsubject 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 . nn longer subject tu backup withholding;and n.|amaU.S.citizen v,other U.S.person(defined be|vw);and 4.The F^JcAcode$V entered on this form(if any)indicating that iam exempt from F^TCx reporting iscorrect. Certification instructions.You must cross out item o above if you have been notified by the IRS that you are currently subjectm 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 property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part 11,later. Sign Signature of Here S.person 0- Dateo- 10March2021 u Ligs.i ����U������U UU��G��V����'��U��� ° Form 1nee-omWividenun.including moeefmmstocks ormutual General Instructions funds) Section references are m the Internal Revenue Code unless otherwise "Form 1neo'M|SC(various types ox income,prizes,awards,n,gross noted. proceeds) Future developments.For the latest information about developments ~Form 1oee-o(stock o,mutual fund sales and certain other related to Form VV'n and its instructions,such av legislation enacted transactions bybrokers) after they were published,ootow*moo.gv,/FhnnW9. °Form 1ugs-o(proceeds from real estate transactions) Purpose of Form °Form 1oes-m(merchant card and third party network transactions) An individual or entity(Form m+e requester)who iv required to file an °Form 1oeo(home mortgage intenos¢1oso-E(student loan intenoaV. information return with the IRS must obtain your correct taxpayer 10e8-T(tvition) identification number(nm)which may uo your social security number °Form 1oeo-C(canceled debt) (aam).individual taxpayer identification number(mm).adoption �xpavo,|de�momionnumber�Tw).o,employer idommoationnumber °�vnn1noe`��oqvix�unu,abandonmomoxno�umupmpe�0 (E|w).m report unan information return the amount paid to you,or other Use Form w+e only if you are aU.G.person(including oresident amount reportable onan information return.Examples vxinformation axen).to provide your correct TIN. returns include,but are not limited to,the following. nyoucm not return Form mcouo the requester with a TIN,you might " Form 1oVe'|wT(interest earned o,paid) b°subject m backup withholding.See What|m backup withholding, later. RETURN TO: Kari Cimmer EXT 2629 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.]I!:6/24/19 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT €III 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 Geotechnical Engineering Review and Evaluation 6. NAME OF CONTRACTOR: Landau Associates,Inc, ADDRESS: 2107 South C Street;Tacoma,WA 96402 TELEPHONE 253-264-4879 E-MA11,:Jwynkoop@landauinc.com I:AX;253-926-2531 SIGNATURE NAME: TITLE Principal 7. EXHIBITS AND ATTACHMENTS:D SCOPE,WORK OR SERVICES O COMPENSATION N INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS O PROOF OF AUTHORITY TO SIGN A REQUIRED LICENSES 19 PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: July 1,2019 COMPLETION DATE: June 30,2021 9. TOTAL COMPENSATION$40,000.00 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ANO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 001-5200-073-558-60-411 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE RL•,VIEWED INITIAL/DATE APPROVED IN PROJECT MANAGER Doc Hansen 4j — • I�{ Zt71� Doc Hansen A DIRECTOR Brian Davis ` Brian Davis ow El RISK MANAGEMENT (IF APPLICABLE) N/A N/A A LAW 6 Wolf 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: N/A COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING • SENT TO VENDOR/CONTRACTOR DATE SENT:Q��� DATE REC'D: t ' O ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS • CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) WAG /DATE A LAW DEPARTMENT A SIGNATORY(MAYOR OR DIRECTOR) LTJ CITY CLERK A ASSIGNED AG# LTJ SIGNED COPY RETURNED DATE SENT: I i COMMENTS: This is a new PSA Contract with an existing vendor 2/2017 CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederal way com PROFESSIONAL SERVICES AGREEMENT FOR THIRD PARTY GEOTECHNICAL ENGINEERING REVIEW AND EVALUATION 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.: CITY OF FEDERAL WAY: Jennifer Wynkoop Robert"Doc"Hansen 2107 South C Street 33325 8th Avenue South Tacoma,WA 98402 Federal Way, WA 98003-6325 (253)284-4879 (telephone) (253) 835-2643 (telephone) (253) 926-2531 (facsimile) (253) 835-2609 (facsimile) JwynkoopAlandauinc.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-Landau Associates-Geotechnical -1 - Rev.7/2019 CITY OF CIN HALL Federal Way 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www eltyoffederahvay.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 CityIndemnification. 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—Landau Associates-Geotechnical -2- Rev.7/2019 CITY OF CITY HALL 4 33325 A*4! �� � Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.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 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 PSA—Landau Associates-Geotechnical -3- Rev.7/2019 CITY OF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www.cityoffederaAvay.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 hiteruretation 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—Landau Associates-Geotechnical .4- Rev.7/2019 CITY of CITY HALL Fe d eraI Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.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 C-_oitpl,iancc %601 Lati s. 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-Landau Associates-Geotechnical -5- Rev. 7/2019 CITY of CITY HALL 33325 8th Avenue South A** Federal Way Federal Way.WA 98003-6325 (253) 835-7000 ►vuav cityotfederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY L WAY: ATTEST: Ji e I, Nfayor S hanie Courtney, CMC, 0 Clerk DATE: APPROVED AS TO FORM: //,w 4/01 fd f J. Ryan Call, City Attorney LANDAU ASSOCIATES, INC. By:C� r^— Printed Name: Jennifer Wynkoop Title: Principal DATE: q /&h y STATE OF WASHINGTON ) ) SS. COUNTY OF ) On this day personally appeared before me Jennifer Wynkoop, to me known to be the Principal of Landau Associates. Inc. 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. nd official seal this day of -., 2019. .1e NQTgE'j j. Notary's signature 00 Notary's printed name + S. Notary Public in and for the State of Washington. °�-»-a� My commission expires. PSA—Landau Associates-Geotechnical - 6 Rev.7/2019 CITY OF CITY HALL Feder ►...... Fe+ a ria I 'tl 'ay 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www.cityoffederalway..com EXHIBIT A SERVICES The Contractor shall provide on-call licensed geotechnical engineer consulting services to the City, as requested by the City. Upon identification of a project by the City, the Contractor will prepare a Scope of Service and Budget for the project, to be negotiated and agreed to by both parties. Typical services that may be requested under this Agreement include,but are not limited to,the following: 1. Third Party Geotechnical Review, The Contractor will evaluate geotechnical 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. Plan Review of Building Plans. The Contractor will evaluate building plans submitted by applicants for consistency with building code requirements. 3. Additional Services as Needed. Additional geotechnical services in support of City needs. Examples include development of geotechnical recommendations in support of a City construction or road project, or recommendations regarding landslide repair to a public facility. PSA—Landau Associates-Geotechnical -7- Rev.7/2019 CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cilyoffederalway.com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Forty Thousand and 00/100 Dollars($40,000.00). 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 personnel as shown in the fee schedule labeled Table A below: Table A: LANDAU ASSOCIATES,INC.FEE SCHEDULE Senior Principal $270.00 per hour Senior Staff/CAD Designer $139.00 per hour Principal $250.00 per hour Staff/Senior Technician II $124.00 per hour Senior Associate $230.00 per hour Data Specialist $124.00 per hour Associate $205.00 er hour CAD/GIS Technician $124.00 per hour Senior $185.00 per hour Project Coordinator $112.00 per_hour Senior Project $170.00 per hour Assistant/Senior Technician 1 $103.00 per hour Project $155.00 per hour Technician $83.00 per hour GIS Analyst $155.00 per hour Support Staff $72.00 per hour 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. a. Equipment Field, laboratory, and office equipment used in the direct performance of authorized work is charged at unit rates.A rate schedule will be provided on request. b. 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 subconsultants 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 subconsultant involvement. c. Invoices Invoices for Landau Associates' services will be issued monthly. Interest of 1.5 percent per month (but not exceeding the maximum rate allowable by law)will be payable on any amounts not paid within 30 days. 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, 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 Mileage Current IRS Rate Reimbursable Expenses Actual Cost Without Mark-up PSA—Landau Associates-Geotechnical -8- Rev.7/2019