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AG 19-223 - Financial Consulting SolutionsRETURN TO: PW ADMIN EXT: 2700 ID #: 3895 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Sound Transit 2. ORIGINATING STAFF PERSON: Ryan Medlen EXT: 3. DATE REQ. By: 3/24/21 3. TYPE OF DOCUMENT (CHECK ONE): p CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT 0 GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) 0 ORDINANCE ❑ RESOLUTION 0 CONTRACT AMENDMENT (AG#): 19-223 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: Siting Impact Study of Sound Transit Operations & Maintenance Facility South 5. NAMEOFCONTRACTOR: Financial Consulting Services Group, Inc. _ ADDRESS: 7525 166th Ave NE. Suite D-215 TELEPHONE:425-857-1602 E-MAIL: r nW FCSGrou ca FAX: SIGNATURE NAME: John Ghilarduci TITLE: President b. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BLa EXP. 12/31/ UBI # , EXP. 7. TERM: COMMENCEMENT DATE Upon enactment and si natures COMPLETION DATE: 12/31/2021 0. TOTAL COMPENSATION: $ $15,000 amendment $44 93O new tota (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: 0 YES ❑ NO IF YES, $ PAID BY: 0 CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER 8 DIVISION MANAGER RM, 3/18/2021 I DEPUTY DIRECTOR DSw 3/18t2l d DIRECTOR % Tw— ❑ RISK MANAGEMENT (IF APPLICABLE) 6 LAW DEPT ER 3/19/2021 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC' D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ 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 ❑ FINANCE DEPARTMENT /LAW DEPT /S[GNATORY (MAYOR OR DIRECTOR) I �dCFFY CLERK -0 ❑ ASSIGNED AG # A Rr� ❑ SIGNED COPY RETURNED DATE SENT: Lj . ol- OL!", I COMMENTS: EXECUTE, 'ORIGINALS 112020 CITY OF CITY HALL 4SFe d e ra ! Wa 8th Avenue South Feder �y y Federal Way, WA 98003-6325 (253) 835-7000 wwwc tWffederalway.com AMENDMENT NO.3 TO PROFESSIONAL SERVICES AGREEMENT FOR SITING IMPACT STUDY OF SOUND TRANSIT OPERATIONS & MAINTENANCE FACILITY SOUTH This Amendment ("Amendment No. 3") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Financial Consulting Solutions Group Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Siting Impact Study of Sound Transit Operations & Maintenance Facility South ("Agreement") dated effective November 1, 2019, as amended by Amendment No.1 and Amendment No. 2, as follows: 1. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A-3 attached hereto and incorporated by this reference ("Additional Services"), 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 ofpayment, as delineated in Exhibit B-3, 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 of the Agreement. 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 - 3/2021 CITY of CITY HALL Federal Way Feder Avenue South Federall Way, WA 9803-6325 (253) 835-7000 www &Wffederahvay. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: a-,;Zzooe Jim ll, Ma r ATTEST: *Te Courtney, CMC C ty Clerk DATE: ,� APPROVED AS TO FORM: J. Ryan Call, City Attorney FINANCIAL CONSULTING SOLUTIONS GROUP, INC.: By: Printed Name: lz}1N Title: t [ -s 1 tjEk Date: 3 '2 41 Z.I STATE OF WASHINGTON ) ) ss. COUNTY OF / ) On this day personally appeared before me j6-An Al U->6- -/ ,_to me known to be the rl,n der 4 of Fb'layl,�a. CcYsSU1.ti7A5 ;'Cfwi executed the foregoing instrument, and acknowledged the said instrument to be the Ae 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 :?:::q day of _ fYla r6l 200 `ti�tr�U1111111 ►��Wpm � HARA�a4 f'1y' iT24 0 Z f0 13 OF WO Z� Notary's signature Notary's printed name _ _ ;aMtf Notary Public in and for the State of Washington. My commission expires & r /3 — Zo zz AMENDMENT - 2 - 3/2021 CRY OF CITY HALL � d era1111la 33325 8th Avenue South i` y Federal Way, WA 98003-6325 F (253)835-7000 www.ci[yofWerahray com EXHIBIT A-3 ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to Services in previous Exhibits: Objective: Quantify the opportunity costs of a highest use alternative development for the Sound Transit Operations Maintenance Facility (OMF) from the City of Federal Way's perspective. This work plan shall build upon the prior fiscal research and findings provided by Financial Consulting Services Group ("FCS GROUP"). Proposed Approach Task 1. Project Initiation and Key Assumptions Within one (1) week of notice to proceed, FCS GROUP shall prepare and conduct a project kickoff meeting (via teleconference) to discuss key pieces of information needed for the opportunity cost model, such as: ♦ Updated OMF construction and operation assumptions; ♦ Development scenarios for each OMF site within the City of Federal Way; ♦ Zoning and allowable density on subject parcels; ♦ Assumptions for estimate of market value of future development; ♦ Current and future forecasts of assessed valuation levels for land, personal property and improvements associated with each OMF site in the City of Federal Way; ♦ Local and state taxes and fees; ♦ Expected permanent employment creation on site after projects are constructed. Work to be completed: ■ Review prior project background and relevant materials • Participate in strategy review session with City staff. • Prepare summary of key assumptions to be used in the technical analysis. Task 2. Technical Analysis FCS GROUP will compile information gathered in Task 1 along with data from other sources to enhance analysis conducted in this task. This effort will require an analysis of local housing development market patterns, rent/lease rates, changes in assessed valuation, housing and parking mix assumptions, and local, regional and state fiscal tax revenue impacts, based on the alternative development of the subject parcels. FCS GROUP shall provide estimates of cumulative and annual average revenues by local jurisdiction and taxing district in nominal and inflation adjusted dollar amounts. FCS GROUP will analyze the primary fiscal impacts attributed to the development scenarios for subject parcels currently and over the next 30 years. Task 3 Documentation AMENDMENT - 3 - 3/2021 CITY OF . Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway. com FCS GROUP will provide an Opportunity Cost Assessment Report that includes the results of the analysis and comparisons between developed scenarios, along with all supporting technical research. The Opportunity Cost Assessment Report will include the following: 1. Executive Summary 2. Introduction A. South OW Site Alternatives B Methodology C. Key Assumptions: development scenarios 3. Demographic, Economic and Market Overview 4. Opportunity Cost Assessment Methodology 5. Summary of Opportunity Costs A. Development Scenarios B. Potential Housing Units Added C. Potential Employment Added D. Federal Way Fiscal Impacts Task 4. Project Management and Administration FCS GROUP's project manager will be available to participate in bi-weekly work progress meetings via teleconference and participate in a project kick off meeting and presentation of findings to Federal Way staff. FCS GROUP will be available to conduct a video conference presentation with Federal Way staff. AMENDMENT -4- 3/2021 CITY OF CITY HALL Fe d e ra l 1111a 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com EXHIBIT B-3 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional amount not to exceed Fifteen Thousand and NO/100 Dollars ($15,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Forty -Four Thousand Three Hundred and NO/100 Dollars ($44,300.00). 2. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: PERSONNEL HOURLY RATE Principals $270 Senior Project Manager $205 - $220 Project Manager III $195 Project Manager II $185 Project Manager I $175 Project Consultant $165 Senior Anal st $145 Analyst $13 5 Technical Writer / Graphic Artist $130 Administrative Su ort $90 AMENDMENT - 5 - 3/2021 3/18/2021 Corporations and Charities System BUSINESS INFORMATION Business Name: FINANCIAL CONSULTING SOLUTIONS GROUP, INC. UBI Number: 601 098 550 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 7525 166TH AVE NE STE D-215, REDMOND, WA, 98052, UNITED STATES Principal Office Mailing Address: 7525 166TH AVE NE STE D-215, REDMOND, WA, 98052, UNITED STATES Expiration Date: 07/31/2021 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 07/26/1988 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: DIANE HARMON Street Address: 7525 166TH AVE NE STE D215, REDMOND, WA, 98052-7871, UNITED STATES Mailing Address: GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL JOHN GHILARDUCCI GOVERNOR INDIVIDUAL ANGIE V02NOCHE GOVERNOR INDIVIDUAL EDWIN CHASE hftps://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/1 RETURN TO: PW ADMIN EXT: 2700 ID #: 3840 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/Div: PUBLIC WORKS / Sound Transit 2. ORIGINATING STAFF PERSON: Ryan Medlen EXT: 2716 3. DATE REQ. BY: 12/16/2020 3. TYPE OF DOCUMENT (CHECK ONE): O CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) 0 PUBLIC WORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT 0 PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT a GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES / CDBG 0 REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) O ORDINANCE 0 RESOLUTION 0 CONTRACT AMENDMENT (AG#): 19-223 0 INTERLOCAL 0 OTHER 4. PROJECTNAME: Siting Impact Study of Sound Transit OMF Facility South 5. NAME OF CONTRACTOR: Financial Consulting Services Group, Inc. ADDRESS: 7525 166th Ave NE, Suite D-125. Redmond. WA 98052 TELEPHONE: E-MAIL: GordonW Mcsgroup.com FAX: SIGNATURENAME: John Guilarducci TITLE: President 6. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES 0 COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE m ALL OTHER REFERENCED EXHIBITS O PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/ UBI # . EXP. / / 7. TERM: COMMENCEMENT DATE: 1 1 /1 /2019 COMPLETION DATE: 12/31 /2021 S. TOTAL COMPENSATION: $ NO change (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT/ CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED d PROJECT MANAGER RM. 12=020 ❑ DIVISION MANAGER d DEPUTY DIRECTOR DSw 12WO20 8 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT MP 12/15/2020 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: NIA COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: NIA COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING `2� 2� ! 2� ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ 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 ❑ FINANCE DEPARTMENT LAW DEPT l ti 2 ` 2 dZ- G7 SIGNATORl (MAYOR OR DIRECTOR) _ 7 3 7 CITY CLERK ❑ ASSIGNED AG # A ❑ SIGNED COPY RETURNED DATE SENT: "I • l COMMENTS: EXECUTE " 1 "ORIGINALS Note: Extension due to Sound Transifs delayed release of DEIS. 1/2020 CITY of CITY HALL � � 8th Avenue South FederaFederall Way, WA 98003-6325 (253) 835-7000 www. c+tyoffederahs v com AMENDMENT NO.2 TO PROFESSIONAL SERVICES AGREEMENT FOR SITING IMPACT STUDY OF SOUND TRANSIT OPERATIONS AND MAINTENANCE FACILITY SOUTH This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Financial Consulting Solutions Group Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for a siting impact study ("Agreement") dated effective November 1, 2019, as amended by Amendment No. 1, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2021 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - Rev. 3/2017 CITY of CITY HALL Federal ades lWay Feder 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www.. atyoflederahvey. corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: /7 Jim Ferrel4,Nlay,or DATE: FINANCIAL CONSULTING SOLUTIONS GROUP, INC.: By: Printed Name: ,-i 6-14 I L A-2 Au c e ) Title: EAj -r— DATE: 1Z 23 Zv STATE OF WASHINGTON ) ss. COUNTY OF Kam- 3 ATTEST: 441WAJ�� - §tafih1nie Courtney, CM - City Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On his day personally Iij)pt red before nle - to nie known to be the eci ted the foregoing instrument, and acknowledged the said instrument to be the ffee 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. GWEN my hand and official seal this _2-3 day of , 20-?-0 •,P 172410 Lq t-`Cl w f�YJ ""Ile-13y21 -7�Q`_ fOF IWA S �lt \%�.,o,.. Notary's signature �Q A/,l''� t- Notary's printed name icL9irrrtyFl Notary Public in and for the State of Washington. My commission expires yv / Z�I-Dz2- AMENDMENT - 2 - Rev. 3/2017 JSINESS INFORMATION ;iness Name: JANCIAL CONSULTING SOLUTIONS GROUP, INC. I Number: 098 550 ;iness Type: k PROFIT CORPORATION ;iness Status: TIVE icipal Office Street Address: ,5 166TH AVE NE STE D-215, REDMOND, WA, 98052, UNITED STATES icipal Office Mailing Address: S 166TH AVE NE STE D-215, REDMOND, WA, 98052, UNITED STATES )iration Date: 31/2021 isdiction: ITED STATES, WASHINGTON mation/ Registration Date: 26/1988 iod of Duration: RPETUAL -tive Date: we of Business: OFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES GISTERED AGENT INFORMATION ;istered Agent Name: ILNE HARMON ;et Address: ,5 166TH AVE NE STE D215, REDMOND, WA, 98052-7871, UNITED STATES iling Address: JVERNORS :le Governors Type Entity Name First Name Last Name )VERNOR INDIVIDUAL JOHN GHILARDUCCI )VERNOR INDIVIDUAL ANGIE VIRNOCHE )VERNOR INDIVIDUAL EDWIN CHASE RETURN TO: PW ADMIN EXT: 2700 ID CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT/Div: PUBLIC �k--U tKS_/ ORIGINATING STAFF PERSON: ~ S',N EXT: :7 l °_.. — 3. DATE REQ. BY 3 zo;'c 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 ® CONTRACT AMENDMENT (AG#�: 1 L ❑ INTERLOCAL ❑ OTHER I. PROJECTNAME: i. NAME OFCOh"3RAC"IOR °"t s S'ai - «I.ISuLCti`l( �cL.u-`\W' S Ca��tt�7, LNG ADDRESS: �`'.t 44 4 ri =: C-s _ti4a.ti C -ks TELEPHONE: E-MAIL I:`.� w .,.: i =� t : C= 62_t �tS' cur"y FAX: SIGNATURE NAME: TITLE: _ N6 i. EXHIBITS AND ATTACHMENTS: CI w0l'i':. WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/� UBI # , EXP. ". TERM: COMMENCEMENT DATE: f -� '� COMPLETION DATE: — 3 i I O i. TOTAL COMPENSATION: $ W[ I_ f ti, CAI ;E::= (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REUVIBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ _ - _ __ - PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 1. DOCUMENT / CONTRACT REVIEW IS PROJECTMANAGER ❑ DIVISION MANAGER 10 DEPUTY DIRECTOR im DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE a LAW DEPT .0. COUNCIL APPROVAL (IF APPLICABLE I i_ L)ATI E:V EWF.D r1. �,oto ! Za2�o SCHEDULED COMMITTEE DATE: Ili SCHEDULED COUNCIL DATE: TI i 9 �11N / D E APPROVI !_s COMMITTEE APPROVAL DATE: N1 F\ COUNCIL APPROVAL DATE: N1 .1. CONTRACT SIGNATURE ROUTING ® SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ 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 / BATE SIGNED ❑ FINANCE DEPARTMENT ® LAW DEPT ® SIGNATORY (MAYOR OR DIRECTOR to CITY CLERK _ ® ASSIGNED AG# A ❑ SIGNED COPY RETURNED DATE SENT: :OMMENTS: 3XECUT " I " ORIOIAIALS 112020 CCITY HALL � 33325 8th Avenue South Federal e d e ra l Federal Way, WA 98003-6325 (253) 836-7000 www. ci"ffedareW y com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR SITING IMPACT STUDY OF SOUND TRANSIT OPERATIONS AND MAINTENANCE FACILITY SOUTH This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Financial Consulting Solutions Group Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for a siting impact study ("Agreement") dated effective November 1, 2019, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2020 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Parry consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - Rev. 3/2017 CITY OF CITY HALL Federal Way 33325 8thAvenue South Federall Federal Way, WA 98003-6325 (253) 635-7000 www.crrvvffbderraimiycom IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: J' erre11, Mayor DATE: FINANCIAL CONSULTING SOLUTIONS GROUP, INC.: By: Printed Name:., `pj j N 6j4 k i-. A--i(-1-, b j<- c r Title: ? 1zC--S' ( N F N T DATE: 3 % z3 (2,0Z0 STATE OF WASHINGTON ) ss. COUNTY OF GT ATTEST: kt)phanie Courtney, CM j.ity Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me t o k n (0t1 i Ictrrd u-cc-1 , to me known to be the P�esi��.vrr of +`i� r cG1 Cc�r,S�cl(znG +�f c��t5 C��o� Ertl at executed the fbrc ping instrument, and acknowledged the said instrument to be tk 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 Z3 day of �11Ci rGli� , 20 01? r 0 1Aj rj`•��i �i' V 1 Z Cr i 6.3.' 1dli' AMENDMENT Notary's signature t.T., � r Notary's printed name 44a. `74e tfAf-ln o ,-, Notary Public in and for the State of Washington. My commission expires & —/ 3 — Z Z -2- Rev. 3/2017 RETURN TO: PW ADMIN EXT: 2700 ID #: U 1, CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / 2. ORIGINATING STAFF PERSON: EXT: Y#6 3. DATE REQ. BY:� 3. TYPE OF DOCUMENT (CHECK ONE : Cl 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 ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER "� �� 4. PROJECT NAME: m� � 37�X of f jdnUAr! 5. NAME OF CONTRACTOR: ADDRESS: W 0J4�d TELEPHONE: E-MAIL: rax FAX: SIGNATURE NAME: TITLE: 6. EXHIBITS AND ATTACHMENTS: SCOPE, WORK OR SERVICES rXCOMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE KALL OTHER REFERENCED EXHIBITS 9 PROOF OF AUTHORITY TO SIGN X REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL. EXP. 12/31/ UBI # I EXP. / / 7. TERM: COMMENCEMENT DATE: _._ COMPLETION DATE: 4m&lgzzd0 Oo S. TOTAL COMPENSATION: $ 4. (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARG - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ _r IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: RETAINAGE AGREEMENT (SEE CONTRACT) OR a RETAINAGE BOND PROVIDED 1K PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT / CONTRACT REVIEW INITIAL 1 D TE REVIEWED INITIAL / DATE APPROVED 79 PROJECT MANAGER / !! ❑ DIVISION MANAGER �I DEPUTY DIRECTOR ISO 1� DIRECTOR 6 ii ❑ RISK MANAGEMENT (IF APPLICABLE) LAW DEPT 10, COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING pp O ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: -1 ) DATE REC'D: l ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENS E , EXiITS ❑ CREATE ELECTRONIC REMINDER/NOTIFIC.ATION 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 FINANCE DEPARTMENT /LAW DEPT kG SIGNATORY (MAYOR OR DITO RECR)C Cif'CLERKA5S[(-YNEDAG# _ SIGNED COPY RETURNED DATE SENT: !� RETURN ONE ORIGINAL COMME S: EXECUTE " ORIGINiu.S � dy1� k��, • r'� Ln s Ls�t,� '� �[ �b,� I,^o I F CITY OF CITY HALL ra 33325 8th Avenue South FedeWay Federal Way, WA 98003-6325 (253) 835-7000 www cayoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR SITING IMPACT STUDY OF SOUND TRANSIT OPERATIONS & MAINTENANCE FACILITY SOUTH This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Financial Consulting Solutions Group 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: FINANCIAL CONSULTING SOLUTIONS GROUP CITY OF FEDERAL WAY: INC.. Gordon Wilson Tony Doucette 7525 166' Ave NE 33325 8th Avenue South Suite D-215 Federal Way, WA 98003-6325 Redmond, WA 98052 (253) 835-2716 (telephone) (425) 867-1802 (telephone) tony.doucette@cityoffederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than March 31, 2020 ("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. PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 3/2017 tlTr OF CITY HALL . Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityotfedera/way. 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 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 TiMenmification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017 CITY OF CITY HALL 33325 4S. Federal Way Federal Way, WA 980038th Avenue South Federal (253) 835-7000 www cityoffederalway. com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Iiisurd__VMlication. 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 of any such work product remaining in the possession of Contractor shall be delivered to the City. The contractor shall have the right to retain copies of all work product created pursuant to this Agreement and said work product for its own internal purposes. The Contractor may use the work product in other projects with the express written consent of the City, which shall not be unreasonably withheld. 9. BOOKS AND I;LECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 3/2017 CITY OF CITY HALL �.Fe d e ra I Way 8th Avenue South ' Federal Way, WA 98003-6325 Feder (253) 835-7000 www.Wyoffederalway. com 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. 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 PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 Ctry OF CITY HALL Federal Way 33325 8th South Federal Way, WA WA 98003-6325 (253) 835-7000 www ci"V7ederal"Y com 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] PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 3/2017 CITY OF Federal CITY HALL Way33325 3th Avenue South Federal Way, WA 95003-6325 (253) 335-7000 Kww. cr€yffederahvay earns IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: JiliTell. _ ayor DATE: / t % i 1%3 ATTEST: ph nie Courtney, CMC, ity lerk APPROVED AS TO FORM: pj�NOEAMIO-M f0f' J. Ryan Call, City Attorney FINANCIAL CONSULTING SOLUTIONS GROUP, INC.: r/ rJ Printed ame: Lh'fz h A C_ C Title: DATE: STATE OF WASHINGTON ) ss. COUNTY OF } On this day personally appeared before me aAz(ac t , to me known to be the of �� t la '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. �y .�QIV�EN niv lland and official seal this Iq day of 61r� A� , 20/'Ci .4 1 '+"' 4'I��., Notary's slonature Notary's printed name a� �o�AR� ��'; 172410 Nil rrrr QUB ��G r C W AS�''`�� Pi'a IL SERVICES AGREEMENT Notary Public in and for the State of Washington. My co ill nlissiOil exp]I-es 3 -ZZ -6- Rev. 3/2017 CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cltyoffedera&ay.com EXHIBIT A SERVICES The Contractor shall do or provide the following: Task 1. Perform routine project management activities, including monthly invoicing and status reports Task 2. Kickoff meeting, background review, and basic project management activities • Conduct a kickoff meeting with City staff to discuss the scope and timing and share background information needed for the study. If one is organized by the City and the budget in Exhibit B allows, the Contractor will participate in an on -site tour of the proposed Operations and Maintenance Facility (OMF) South locations in the City. • Prepare a written data request; collect data from the City and other parties. The data requested will include a list of businesses impacted by the construction of the OMF South, a list of tax lots impacted, any known employment estimates of existing businesses and potential employment and payroll at the OMF, and fiscal policies held by the city. • Review previous studies or estimates provided by or for Sound Transit about the remaining OMF South siting options. Task 3. Identify Fiscal and Employment Characteristics of Potential OMF Sites in Federal Way Based on discussions with City staff, identify the fiscal and employment characteristics of the potential OMF sites in Federal Way. These characteristics will include acreage, population (if applicable), assessed valuation, and existing and projected employment characteristics, among other attributes. Where necessary, the Contractor will draw on data from County and State sources as well as City data. This data will be used to forecast fiscal impacts for the OMF sites. The Contractor will rely on the City to provide GIS data and files associated with OMF sites to create maps and data for the applicable areas. Task 4. Analyze Tax Revenue and Employment Impacts of Siting Options in Federal Way Based on the areas' fiscal and employment characteristics and a review of City revenue sources, analyze the potential impact on City revenues from a change in use and ownership. These revenues may include General Fund revenue (such as property taxes, sales taxes, etc.) as well as revenue for other funds, such as the Street Fund, Utility Tax Fund, or Surface Water Management Fund. The Contractor will work with the City Finance staff to review the City's revenues and policies and how they will also be incorporated into the forecasting model. This will include an assessment of the direct economic impact of jobs gained and lost through the change of use and ownership. Task 5. Review and Compare Sound Transit OMF Cost Estimates for Site Options, including the Midway Landfill Site ■ Based on information provided by Sound Transit, perform a review and comparison of the OMF costs projected for each of the remaining site options for OMF South, including the Midway Landfill site as well as the two Federal Way sites. Subject to available data, this comparison will take into account the OMF costs at Sound Transit's current OMF site in Seattle. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017 cirr of Federal Task 6. Documentation CITY HALL �� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com • Prepare a draft technical memo summarizing the key assumptions, revenue changes, employment impacts, costs, and other implications that the siting decision might have on the City. • Prepare a PowerPoint presentation for delivery to the City Council. • After review by the City, finalize the technical memo. Task 7. Review Meetings Prepare materials and attend the following meetings: o Meeting 1: With City staff to discuss the preliminary results of the revenue and employment impact of the Federal Way sites. o Meeting 2: With City staff to discuss the comparative review of OMF costs at alternate sites, including the Midway Landfill site. o Meeting 3: A briefing to the City Council by Contractor on the overall impact to the City of the three OMF sites. PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 3/2017 CITY OF CITY HALL _. Federal Way Feder l Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoflederahvoy com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Twenty -Nine Thousand Three Hundred and NOI100 Dollars ($29,300.00). 2. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate scheduled for Contractor's personnel as shown below: Personnel Hourly Rate Princi al $260 Senior Project Mana er $210 Project Consultant $160 Ldministrative Support $85 PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 3/2017 ACORD- CERTIFICATE OF LIABILITY INSURANCE DATE(MMroD/YYYY) h n /ay /7n7 a RODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION SHINSTROM & NORMAN INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR PO Box 638 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Kirkland, WA 98083 (425) 82 7 - 6200 INSURERS AFFORDING COVERAGE NAIC# ISURED FINANCIAL CONSULTING SOLUTIONS INSURER A: LIBERTY MUTUAL INS, CO. GROUP, INC. INSURER B: 7525 166TH AVENUE NE, STE #D-215 INSURER C- REDMOND, WA 98052 INSURER INSURER E: OVERAGES 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. AGGREGATE LIMITS SHOWN MAYHAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFFECTIVE POLICY IIRATION tit SRD TYPE POLICY NUMBER DATEIMM/DD/YYl DATE LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMSMADE Ex-J OCCUR _ BKW58035312 09/20/19 GEN'L AGGREGATE LIMIT APPLIES PE; X 1 POLICY F f lz.l LOC IFi'.I 09/20/20 EACH OCCURRENCE $ 1 000 p00 PREMISES Ea 2;pj .'Irs $ 1 . 000 , 000 MEDEXP(Anyoneperson) $ 15,000 PERSONAL &ADV INJURY $ 1 , 000 000 GENERAL AGGREGATE $ 2 , DUD 000 PRODUCTS - COMP/OP AGG $ 2,000,000 A AUTOMOBILE LIABILITY ANYAUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS BAA58035312 09/20/19 NON-OWNEDAUTOS 09/20/20 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ X BODILY INJURY (Peraccident) $ X 'PROPERTY DAMAGE (Peraccident) $ GAF GE LIABILITY ANYAUTO AUTO ONLY- EAACCIDENT $ OTHERTHAN EA ACC AUTOONLY: AGG $ $ A EXCESS/UMBRELLA LIABILITY R OCCUR L CLAIMSMADE US058035312 09/20/19 09/20/20 DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 $ $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE BKW58035312 OFFICER/MEMBER EXCLUDED? WASH STOP GAP Ifyes, describeunder SPECIAL PROVISIONS below 09/20/19 09/20/20 X T RYLIMTS N TR El EACH ACCIDENT $ 1 , 000 , 000 EL DISEASE - EA EMPLOYE4 $ 1 . 000 , 000 E.L DISEASE -POLICY LIMIT '; $ 2 , 000 .000 OTHER col mir I IV IV Vr UrrrA I I VNZ) / LUUA I IUINS / VtNIULts / tAL LUo1VN5 AUUtU IJY tNUVKStMtN I I SHEGIAL PROVISIONS RE: OPERATIONS THE CERTIFICATE HOLDER(S) ARE INCLUDED AS PRIMARY ADDITIONAL INSURED PER ATTACHED FORM CG8810 AND INCLUDES WAIVER OF SUBROGATION. :ERTIFICATE HOLDER CITY OF FEDERAL WAY 33325 8TH AVE. S. FEDERAL WAY, WA 98003-6325 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 45 DAYS WRITTEN NOTICE TO THE CERTIFJ,CATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES AUTHORIZED REPRESENTATIVE tCORD25(2001/08) ©ACORD CORPORATION 1988 ie COMMERCIAL GENERAL LIABILITY CG8810 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON -OWNED AIRCRAFT 2 NON -OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY - ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 3 ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY- ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS - EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" 6 WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORSIMALPRACTICE AND WHO IS AN INSURED -FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 813 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON -OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the Insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON -OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Uability, $ Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that Is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY -ELEVATORS 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liabil- ity, Subparagraphs (3), (4) and (6) of exclusion J. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV - Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property Insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) sif Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the follow- ing: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (it) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 b. The last paragraph of subsection 2. Exclusions Is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section 111 - Limits Of Insurance. 2. Paragraph 6. under Section III - Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection sys- tems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I - Coverage C - Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -COVERAGES A AND B 1. Under Supplementary Payments - Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. n 2. Paragraph 1.d. is replaced by the following: a d. All reasonable expenses incurred by the insured at our request to assist us in the investlgation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II - Who Is An Insured Is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the "per- sonal and advertising Injury" is committed, subsequent to the signing of such written contract or written agreement; or © 2013 Liberty Mutual insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Oriice, Inc., with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and ad- vertising injury" arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: _ - (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar expo- sures; or (b) The construction, erection, or removal of elevators; or s (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted bylaw; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insur- ance afforded to such additional Insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.e. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the Injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends, g a With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV - Commercial General Liability Condi- tions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional Insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations at the location where such "bodily Injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the render- ing of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occur- rence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement is- sued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not Increase the applicable Limits of Insurance shown in the Declaratio ns. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION s This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amend- ed as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional Insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not requlre this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the addi- tional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance Is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS -EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. „ 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under a this Insurance to us; a b. Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III - Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS / MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employ- ment or performing duties related to the conduct of your business, or to your other "volunteer a workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing profes- sional health care personnel to others, or if coverage for providing professional health care ser- vices is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. Paragraphs (a) and (b) above do not apply to "bodily injury" or "personal and advertising Injury' caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, includes the direct supervision of other "employ- ees" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury", or caused in whole or in part by their intoxica- tion by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II -Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury' or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV - Commercial General Liability Conditions, the following is added to Condition 6. Repre- sentations: Your failure to disclose all hazards or prior "occurrences" existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior "occurrences" is not Intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an "occurrence", offense, claim or "suit" by an acent, servant or "employee" of any insured shall not in Itseif constitute k ;ow'.edge of the insured unless an insured listed under Paragraph 1. of Section 11 - Who Is An Insured o- a person who has been designated by them to receive reports of "occurrences", offenses, claims or "suits" shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision Is effective in your state. O. BODILY INJURY REDEFINED Under Section V - Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sick- ness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. 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. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV - Commercial General Liability Conditions, the following is added to Condition 8. Trans- fer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you a waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agree- ment. i� © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 DATE ACORD,. CERTIFICATE OF LIABILITY INSURANCE 10/3M/D 1/2019 a� RODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Shinstrom & Norman Inc- HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 638 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW - Kirkland, WA 98083 J-425.1 827-6200_. ISURED FINANCIAL CONSULTING SOLUTIONS GROUP, INC. 7525 166TH AVE. NE, SUITE D-215 REDMOND, WA 98052 :OVERAGES INSURER A: INSURER B- INSURER C: INSURER D: INSURER E: INSURERS AFFORDING COVERAGE STONE-_ NATTONAT, IN__Sjj2&HCF' 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 CONDmONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS 5R TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION R DATE IMMIDrow? I DATE IMMIDDIYY LIMITS 'GENERAL LIABILITY EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR MED EXP (Any one person) $ PERSONAL& ADV INJURY $ GENERALAGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER POLICY n PRO- LOC PRODUCTS - COMP/OP AGG $ AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT $ (Ea accident) BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS `PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ $ AUTO ONLY AGG EXCESS LIABILITY F] OCCUR U CLAIMS MADE EACH OCCURRENCE $ AGGREGATE $ DEDUCTIBLE $ RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY i j W iATU_IER TS TORY LIM E.L. EACH ACCIDENT $ E.L- DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ YY I A OTHER $2 , 000 , 000 EACH CLAIM PROFESSIONAL 0955OB198APL 09/20/19 09/20/20 $4,000,000 AGGREGATE LIABILITY CLAIMS MADE FORM � 5 DEDTJrTTRT.F ! _(1Q0 ,ESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RETROACTIVE DATE: 7/26/1988 ERTIrICATE HOLDER I ADDITIONAL INSURED: INSURER LETTER: CITY OF FEDERAL WAY 33325 8TH AVE. S. FEDERAL WAY, WA 98003-6325 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXi fRA r1ol" , DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 4 C; DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL I IMPOSE NO OBLIGATAON OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENrATIVES, 1 AUTHORIZED R.EPREgENTATIVE kCORD 25-S (7197) 0 ACORD CORPORATION 1988 11/1/2019 Corporations and Charities System BUSINESS INFORMATION Business Name: FINANCIAL CONSULTING SOLUTIONS GROUP, INC. UBI Number: 601 098 550 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 7525 166TH AVE NE STE D-215, REDMOND, WA, 98052, UNITED STATES Principal Office Mailing Address: 7525 166TH AVE NE STE D-215, REDMOND, WA, 98052, UNITED STATES Expiration Date: 07/31/2020 Jurisdiction: UNITED STATES, WASHINGTON Fomration/ Registration Date: 07/26/1988 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: DIANE HARMON Street Address: 7525 166TH AVE NE STE D215, REDMOND, WA, 98052-7871, UNITED STATES Mailing Address GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL JOHN GHILARDUCCI GOVERNOR INDIVIDUAL ANGLE VIRNOCHE GOVERNOR INDIVIDUAL EDWIN CHASE https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/1