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AG 19-243 - GeoDesign Inc RETURN TO: PW ADMIN EXT: 2700 ID#: 3850 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/Dtv: PUBLIC WORKS/Surface Water Management (SWM) 2. ORIGINATING STAFF PERSON:Theresa ThurloW EXT: 2750 3. DATE REQ.Bl':ASAP 3. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): 19-243 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME:On Call Env and Geotech Consultant Services 2502 Jefferson Avenue 5. NAME OF CONTRACTOR:GeODeSign, Inc �rmma iAl❑ CY St0115? ADDRESS: _ r'2531 203-0095 rtola„h.,p,* TELEPHONE: E-MAIL: FAX: SIGNATURENANIE. George P. Saunders. Operating ice TITLE: 6. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES 0 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._/ /_ 7. TERM: COMMENCEMENT DATE: Dec 6, 2019 COMPLETION DATE: Dec 31 2022 8. TOTAL COMPENSATION:$Add $50,000 for total of$85,000 contra (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 13 YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: 13 YES ❑NO IF YES,$ PAID BY: ❑CONTRACTOR ❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 401-3100-620-54241410 9. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER 8 DIVISION MANAGER TLPTD-14,2020 8 DEPUTY DIRECTOR DSW 1211e12020 8 DIRECTOR _ ❑ RISK MANAGEMENT (IF APPLICABLE) 6 LAW DEPT MP 12/16/2020 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 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT.SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL/DATE SIGNED ❑ FINANCE DEPARTMENT ❑ LAW DEPT NATORY(MAYOR OR DIRECTOR) ❑ ClXXCLERK ❑ ASSIGNED AG# A ,. ❑ SIGNED COPY RETURNED DATE SENT: Comm NIS' F\f C i F" Z ORIGINALS ` Feder cirY o CITY HALL Federal Way 8th Avenue South Federal Way,WA 98003-6325 VOW (253) 835-7000 www.cityoffederalway..com AMENDMENT NO. #1 TO PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL ENVIRONMENTAL AND GEOTECHNICAL CONSULTING SERVICES This Amendment ("Amendment No. #1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and GeoDesign, Inc., a Washington corporation ("Contractor"). The City and Contractor (together"Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for On-Call Environmental and Geotechnical Consulting Services ("Agreement") dated effective December 6, 2019, as follows: 1. 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 Term. Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 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 3/2017 ` CITY OF CITY HALL Fe d e Ir a I Way 33325 Avenue South Federall Way,WA 98003-6325 (253) 835-7000 www cityoffederatway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: 4,Vhd4,,P---I By: Jim Fey , M yor p anie Courtney, C , City Clerk DATE: APPROVED AS TO FORM: w _ f c r J. Ryan Call, City Attorney GEODESIGN, INC.: By: A, Printed Name: _ eo� Title: C�t� Date: ST.ATF OF J ) ss. COUNTY OF On this day personally appeared before me C-, P.dcg Q S QrO P-� to me known to be the Coo of bQa Sq� ABC- that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 1{h day of -YA rjar"t 20,2t Notary's signature Notary's printed name A wfif'.r)G2 Notary Public in and for the State of V4F t-on- My commission expires_ `'mc°''' AMENDMENT - 2 - 3/2017 rllrr OF CITY HALL �....�•.�... Fe d e ra I Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway.com EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for Services, the City shall pay the Contractor an additional amount not to exceed Fifty Thousand and 00/100 Dollars ($50,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Eighty-Five Thousand and 00/100 Dollars ($85,000.00). 2. Method of Compensation: Hourly Rate 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: COMPENSATION Staff time spent in depositions,trial preparation,and court or hearing testimony will be billed at 1.5 to 2 times the below rates.Time spent in either local or inter-city travel,when travel is in the interest of this contract,will be charged in accordance with the foregoing schedule;when traveling by public carrier,a maximum charge of eight hours per day will be made.Current rates are as follows: Personnel Hourly Rate Personnel Hourly Rate Support Staff $ 72 Los Angeles Deputy Grading Inspector $100 Project Assistant $ 84 Technical Specialist 1 $135 Senior Project Assistant $ 91 Technical Specialist II $149 Technician 1 $ 77 Senior Technical Specialist $163 Technician 11 $ 89 Project Manager 1 $144 Senior Technician $ 95 Project Manager II $153 CAD $ 95 Senior Project Manager $164 Senior CAD Technician $105 Associate $179 Staff 1 $ 99 Senior Associate $191 Staff 11 $113 Principal $209 Staff 111 $125 Equipment Rate Air compressor,generator(per day) $ 55 Cement amending field tool $ 22 Cement scale and pan (per day) $ 28 Core drill (per day) $ 221 Cross-hole sonic logger(CSL)(per day) $ 496 Data recorder(VW MiniLogger and vibrating wire piezometer) $ 12 Datalogger(per day; maximum $42 per week, maximum $1 05 per month) $ 12 Digital camera(per day) $ 11 Drilled shaft inspection camera(DSIC)(per day; maximum $1,874 per week) $ 992 Drive probe $ 11 Dynamic cone penetrometer(DCP)drive probe $ 105 Field California bearing ratio(CBR)equipment(per day) $ 243 Falling weight deflectometer(FWD)(per day) $1,869 Falling weight deflectometer(FWD)with GPR(per day) $3,192 Geotech field equipment $ 11 Global positioning system (GPS)-differential (per day) $ 105 Global positioning system (GPS)- hand-held (per day) $ 32 Ground penetrating radar(GPR)-cart mounted (per day) $ 551 Ground penetrating radar(GPR)-truck mounted (per day) $1,323 $ 39 AMENDMENT - 3 - 3/2017 crrY of CITY HALL Ay Feder l Avenue South Federal �`rJr Federal Way,WA 98003-6325 (253) 835-7000 www.cityoffederalway.com Hand auger(per day) Hydroacoustic monitoring equipment(per day) $ 276 Nuclear density gauge equipment(per hour) $ 11 Pile Driving Analyzer® (PDA) (per day) $ 551 Pile Integrity Tester(per day) $ 221 Resistivity meter(per day) $ 110 Slope inclinometer equipment(per casing) $ 160 Soil samples in brass or stainless sleeves (per sample) $ 11 Soil samples in rings (per sample) $ 11 Specialty software (MODFLOW, PLAXIS,Slope/W,etc., per hour) $11.55 - 55.65 Total Station -Survey Equipment(per hour) $ 55 Unmanned aerial vehicle (DGI Mavic 2, per day) $ 500 Unmanned aerial vehicle (Trimble Ux5-HP, per day) $1,000 Vehicle (company) usage (full day, plus $0.63 per mile charge) $ 22 Vehicle (personal)usage (per mile) $ 0.63 Vibrating wire piezometer $ 551 Vibration monitoring equipment(per day; maximum $278 per week, maximum $819 per month) $ 58 Reproduction Black/White Color 8 A x 11 (per finished page) $ 0.10 $ 0.16 11 x 17(per finished page) $ 0.20 $ 0.32 C-or D-size plots(per finished plot) $25.00 $25.00 D-size scan $12.50 OTHER SERVICES, SUPPLIES,AND SPECIAL TAXES Outside services(equipment,supplies,and facilities not furnished in accordance with the above schedule,and any unusual items of expense not customarily incurred in our normal operations)are charged at cost plus 12 percent.This includes shipping charges,subsistence,transportation,printing and reproduction,miscellaneous supplies and rentals, surveying services,drilling equipment,construction equipment,watercraft,aircraft,and special insurance that may be required. Specialized equipment will be quoted on a per-job basis.In-house disposable field supplies(routinely used field supplies stocked in-house by GeoDesign)at current rates.List available upon request.Taxes required by local jurisdictions for projects in specific geographic areas will be charged to projects at direct cost. AMENDMENT -4 - 3/2017 i ro t_'SM%7M?nand Charities Filing System BUSINESS INFORMATION Business Name: GEODESIGN, INC. UBI Number: 601 913 559 Business Type: FOREIGN PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 9450 SW COMMERCE CIR,SUITE 300,WILSONVILLE,OR,97070-9626,UNITED STATES Principal Office Mailing Address: 9450 SW COMMERCE CIR,SUITE 300,WILSONVILLE,OR,97070-9626,UNITED STATES Expiration Date: 10/31/2021 Jurisdiction: UNITED STATES,OREGON Formation/Registration Date: 10/25/1999 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL,SCIENTIFIC&TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: CORPORATION SERVICE COMPANY Street Address: 300 DESCHUTES WAY SW STE 208 MC-CSC1,TUMWATER,WA,98501, UNITED STATES Mailing Address: 300 DESCHUTES WAY SW STE 208 MC-CSC1,TUMWATER,WA,98501, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL GEORGE SAUNDERS GOVERNOR INDIVIDUAL SCOTT MILLS GOVERNOR INDIVIDUAL JASON O'DONNELL GOVERNOR INDIVIDUAL DICKERSON WRIGHT GOVERNOR INDIVIDUAL ALEXANDER HOCKMAN GOVERNOR INDIVIDUAL RICHARD TONG GOVERNOR INDIVIDUAL EDWARD CODISPOTI GOVERNOR INDIVIDUAL MARYJO O'BRIEN Back Filing History Name History Print Return to Business Search DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 5/l/2021 12/15/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies _ NAMEAc I 3280 Peachtree Road NE,Suite#250 PHONE r-AC Atlanta GA 30305is c,No): (404)460-3600 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A.Valley Forge Tnsiirance Companv 20508 INSURED INSURER aw Continental Casualty Company 20443 1484318 GeoDesrgn Inc./NV5 Global,Inc. 9450 SW Cbmmerce Circle INSURER C.The Continental Insurance Company 35289 Ste 300 INSURER D:National Fire Insurance Co of Hartford 20478 Wilsonville OR97070 f3 .rlacy' Insur:�slt:e 32603 COVERAGES CERTIFICATE NUMBER: 1 711)1'195 REVISION NUMBER: xxxxx` x THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR' IADOL-WBIR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE I SD WVD POLICY NUMBER MMIDDIYYYYI IMMIDD/YYYY1 LIMITS A X. COMMERCIAL GENERAL LIABILITY y N 6057040530 5/l/2020 5/l/2021 EACH OCCURRENCE_ $ 1,000,000 � I �v I� ❑a M -TC rc $ l 000,000 CLAIMS-MADE OCCUR �PRL1115L=5(Ea occunenrcl , X Contractual Li$b MED EXP(Any one.person) s 15 OOO X Cross Liab Inc] PERSONAL&ADV INJURY $ 1.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 2.000-)00 POLICY ,PjECT I�LOC PRODUCTS-COMP/OPAGG S 2,UUO,CI o _ OTHER: $ B AUTOMOBILE LIABILITY N 1.1 6057040575 5/l/2020 5/1/2021 COMBINED SINGLE LIMIT rr1 s S ,000.000 Fe acr.6n. X ANY AUTO BODILY INJURY(Per person) s xxxx`XX OWNED SCHEDULED BODILY INJURY(Per accident) $ XXXX\\.X AUTOS ONLY AUTOS - HIRED NON-OWNED PROP-RTYDrMAGE $ XXXXXXX AUTOS ONLY AUTOS ONLY _LPer accra-an t $ XXXXXXX C X UMBRELLA LIAB X OCCUR N N CUE1016054514 5/1/2020 5/1/2021 EACH OCCURRENCE s 20,000,000 EXCESS LIAR I I CLAIMS-MADE AGGREGATE s 20,000,000 DED I X I RETENTION$ $O $ xxxXxxx WORKERS COMPENSATION PER D AND EMPLOYERS'LIABILITY ,r/N N WC657040561 5/1/2020 5/l/2021 X I sT 7urE I i ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A _E L-EACH ACCIDENT $,]iQ[]{�OQ4 OFFICER/MEMBER EXCLUDED? - (Mandatory in NH) E L.DISEASE-EA EMPLOYEE!$ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below ! E.L 4f5EASE-POLICY LIMIT S 1 0 E Professional N N AEC903639504 5/1/2020 5/l/2021 Each Claim$1OM Liability/Pollution Aggregate$20M DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Re:All operations job name:FedaralWay--O.Additional Insured coverage aTpIres to hcaar:fl I i.ibility for City of Federal Way per policy form.Primary coverage applies to General Liability per policy Form.Excess/Umbrella policy follu x.: loan over undcrh i iig policies:General Liability,Auto Liability&Employers Liability(additional insured and waiver of subrogation apply).Professional Liability-Claims made form,defense costs included within limit. CERTIFICATE HOLDER CANCELLATION 17191395 City of Federal Way SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 33325 Fe Avenue S THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Federal Way Wu 98003 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTAT)VE-� -� ©1988-201-a ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement With respect to other insurance available to the additional insured under which the additional insured is a named insured,this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory,this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX(10-16) Policy O: G057040530 Page 2 of 2 Effective Date: 05/01/2020 Insured Name: NV5 Global, Inc. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission. CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products-completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS,the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: Primary and Noncontributory Insurance CNA75079XX(10-16) Policy NO: 6057040530 Page 1 of 2 Effective Date: 05/01/2020 Insured Name: rrv5 Global, Inc Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office,Inc.,with its permission RETURN TO: PW ADMIN EXT: 2700 ID# 3 � CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATINGDEPT/DIv: PUBLICWORKSu / Capital Projects ORIGINATING STAFF PERSON: Sarah Hamel EXT: 2720 20 3. DATE REQ.BY: 10/18/19 i, TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.C.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT X 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 I. PROJECT NAME: ON-CALL ENVIRONMENTAL AND GEOTECHNICAL CONSULTING SERVICES i, NAME OF CONTRACTOR: GeODesw' . Inc. ADDRESS: 2502 Jefferson Ave. Tacoma WA 98402 TELEPHONE: 253 203-0095 E-MAIL: Idamb@izeodesiggii-ic.com FAX: SIGNATURE NAME: Kevin Lamb. PE TITLE: Principal. r. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIO-RCONTRACT/AMENDMENTS CFW LICENSE# BL,EXP. 12/31/_ UBI# (OC)1 913 ��q ,EXP,Y)f, fic '. TERM: COMMENCEMENT DATE: /19 COMPLETIONDATF: 12/31/22 i. TOTAL COMPENSATION:$ 35,000.00 (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑YES ❑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: 401-3100-620-542-41-410 �. DOCUMENT/CONTRACT REVIEW IN ITIAi.!L):\TLkLVILWL.D INITIAL/DATE APPROVED ❑ PROJECT MANAGER DIVISION MANAGER SLH DEPUTY DIRECTOR 6- UVJ CJ I DIRECTOR ' ❑ RISK MANAGEMENT (IF APPLICABLE IX LAW DEPT !�[�G�[4 0. COUNCIL APPROVAL(IF APPLICABLE SCHEDULED COMMITTEE DATE: N/A COMMITTEE APPROVAL DATE: N/A SCHEDULED COUNCIL DATE: N/A COUNCIL APPROVAL DATE: N/A 1. CONTRACT SIGNATURE ROUTING p a ❑ SENT TOVENDOR/CONTRACTOR DATE SENT: O 2 D jq [err v-iA) DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDERINOTIFICATION 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 .,ZLAW DEPT ,Z'SIG.:TF .R (MAYOR OR DIRECTOR) {ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: ir�•I�.�� . /RETURN ONE ORIGINAL �f "OMMENTS: 'XECM t u ORIGINALS innix CITY of CITY HALL Fe d e ra l Wa 33325 8th Avenue South � Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR ON-CALL ENVIRONMENTAL AND GEOTECHNICAL CONSULTING SERVICES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and GeoDesign, 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: GEODESIGN,INC.: CITY OF FEDERAL WAY: Kevin Lamb,P.E. Principal 2502 Jefferson Avenue Sarah Hamel,P.E. Tacoma,WA 98402 33325 8th Avenue South (253)203-0095 (telephone) Federal Way,WA 98003-6325 klamb@geodesigninc.com (253) 835-2720(telephone) Sarah.Hamel@cityoffederalw4y.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement,which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2022 ("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 Fxhibit 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 CITY OF CITY HALL F + a r� Wa 33325 8th Avenue South y Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway corn 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed,the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty(30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement.The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non-Apj)roPriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated.No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from,resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages,compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders,partners, employees, agents,representatives, and sub-contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT -2 - Rev.3/2017 CITY OF CITY HALL Fe d e ra I Wa Feder 8th Avenue South � Federal Way.WA 98003-6325 (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 LighffiM. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured,Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3)years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws.Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT.All originals and copies of work product, including plans, sketches, layouts, designs, design specifications,records, files, computer disks,magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data,documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times,to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev.3/2017 CITY OF CITY HALL Federal 33325 8th Avenue South Way Federal Way,WA 98003-6325 (253) 835-7000 www otyoffederalway coin 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. EEQUAI, OPPORTUNITY EMPLOYER[, 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 IntpMretation and Modification.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 ani BeneFiciari_es:.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 PROFESSIONAL SERVICES AGREEMENT -4- Rev.3/2017 CITY OF CITY HALL Federal Way ■� Feder 8th Avenue South ■Yl■Y■ Federal Way,WA 98003-6325 (253) 835-7000 www Myoffederahvay com 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 CITY HALL Feder � � 8th Avenue South Federal Way,WA 98003-6325 ��J (253) 835-7000 www.cityoffederalway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: Ji rre ,Mayor/ "pohanie Courtney, C C, ity Clerk DATE: APPROVED AS TO FORM: 46 f J. Ryan Call, City Attorney GEODESIGN,I 'C : By: Printed Name: George P. Saunders Title: Chief Operating Officer DATE: November 21, 2019 STATE OF'OREGON ) ss. COUNTY OF -Washington ) On this day personally appeared before me George P. Saunders to me known to be the Chief Operating Officer of GeoDesign, 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 he 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 21 St day of November , 2019. a' A,.,..•., f'".y Notary's signature L A > 3 •. Notary's printed name Melissr`1. Gra -aVvrence l,r�r Notary Public in and for the State of Oregon. w ; s t+ r 4 *,Y OFFICIAL STAMP My commission expires August 28, 2023 �JJJ MELISSA GRACE LAWRENCE NOTARY PUBLIC•OREGON COMMISSION NO.991132 � � • COMMISSION EXPIRES AUGUST 28,2023 " 1/1t1111A1111Y PROFESSIONAL SERVICES AGREEMENT - 6- Rev.3/2017 CITY OF CITY HALL Federal Feder 8th Avenue South y Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederelway com EXHIBIT A SERVICES The Contractor shall provide on-call environmental and geotechnical consulting services to the City, as requested by the City. Upon identification of a project by the City, the Contractor will prepare a scope of services, budget, and method of payment for the project, to be negotiated and agreed to by both parties. Projects may support emergency responses by the City and require short turnaround times. Typical services that may be requested under this Agreement include,but are not limited to,the following: Site historical review/environmental site assessment(Phase I, II, III ESA's); Sampling and analysis of groundwater, surface water, air, soil and/or sediment; Characterization of site geology,hydrology and hydrogeology; Monitoring well design, installation, and maintenance; Slope stability analysis and landslide hazard response; ® Retaining wall analysis and design; • Infiltration assessments; + Construction support, including submittal review, quality control sampling and analysis, responding to questions, etc.; + Data management and reporting; • Computer modeling; • Chemical fate and transport evaluation; • Hazardous Building Materials Surveys (HBMS); • Human health and ecological risk assessment; • Wetland investigation,wetland and stream delineation and mapping. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev.3/2017 C17y OF CITY HALL Fe de ra I W 8th Avenue South � Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services,the City shall pay the Contractor an amount not to exceed Thirty-Five Thousand and No/100 Dollars ($35,000.00). 2. Method of Compensation: Hourly rate 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: PROFESSIONAL SERVICES AGREEMENT - 8 - Rev.3/2017 Attachment B COMPENSATION Staff time spent in depositions,trial preparation,and court or hearing testimony will be billed at 1.5 to 2 times the below rates. Time spent in either local or inter-city travel,when travel is in the interest of this contract,will be charged in accordance with the foregoing schedule;when traveling by public carrier,a maximum charge of eight hours per day will be made. Current rates are as follows: Personnel Hourly Rate Personnel Hourly Rate Support Staff $ 72 Los Angeles Deputy Grading Inspector $100 Project Assistant $ 84 Technical Specialist 1 $135 Senior Project Assistant $ 91 Technical Specialist II $149 Technician 1 $ 77 Senior Technical Specialist $163 Technician II $ 89 Project Manager 1 $144 Senior Technician $ 95 Project Manager II $153 CAD $ 95 Senior Project Manager $164 Senior CAD Technician $105 Associate $179 Staff 1 $ 99 Senior Associate $191 Staff II $113 Principal $209 Staff III $125 Equipment Rate Air compressor,generator(per day) $ 55 Cement amending field tool $ 22 Cement scale and pan(per day) $ 28 Core drill(per day) $ 221 Cross-hole sonic logger(CSL)(per day) $ 496 Data recorder(VW MiniLogger and vibrating wire piezometer) $ 12 Datalogger(per day;maximum$42 per week,maximum$105 per month) $ 12 Digital camera(per day) $ 11 Drilled shaft inspection camera(DSIC)(per day;maximum$1,874 per week) $ 992 Drive probe $ 11 Dynamic cone penetrometer(DCP)drive probe $ 105 Field California bearing ratio(CBR)equipment(per day) $ 243 Falling weight deflectometer(FWD)(per day) $1,869 Falling weight deflectometer(FWD)with GPR(per day) $3,192 Geotech field equipment $ 11 Global positioning system(GPS)-differential(per day) $ 105 Global positioning system(GPS)-hand-held(per day) $ 32 Ground penetrating radar(GPR)-cart mounted(per day) $ 551 Ground penetrating radar(GPR)-truck mounted(per day) $1,323 Hand auger(per day) $ 39 Hydroacoustic monitoring equipment(per day) $ 276 Nuclear density gauge equipment(per hour) $ 11 Pile Driving Analyzer®(PDA)(per day) $ S51 Pile Integrity Tester(per day) $ 221 Resistivity meter(per day) $ 110 Slope inclinometer equipment(per casing) $ 160 Soil samples in brass or stainless sleeves(per sample) $ 11 Soil samples in rings(per sample) $ 11 Specialty software(MODFLOW,PLAXIS,Slope/W,etc.,per hour) $l 1.55-55.65 Total Station-Survey Equipment(per hour) $ 55 Unmanned aerial vehicle(DGI Mavic 2,per day) $ 500 Unmanned aerial vehicle(Trimble Ux5-HP,per day) $1,000 Vehicle(company)usage(full day,plus$0.63 per mile charge) $ 22 Vehicle(personal)usage(per mile) $ 0.63 Vibrating wire piezometer $ 551 Vibration monitoring equipment(per day;maximum$278 per week,maximum$819 per month) $ 58 Reproduction Black/White Color 8 342 x 11 (per finished page) $ 0.10 $ 0.16 11 x 17(per finished page) $ 0.20 $ 0.32 C-or D-size plots(per finished plot) $25.00 $25.00 D-size scan $12.50 OTHER SERVICES,SUPPLIES,AND SPECIAL TAXES Outside services(equipment,supplies,and facilities not furnished in accordance with the above schedule,and any unusual items of expense not customarily incurred in our normal operations)are charged at cost plus 12 percent. This includes shipping charges,subsistence,transportation,printing and reproduction,miscellaneous supplies and rentals,surveying services,drilling equipment,construction equipment,watercraft,aircraft,and special insurance that may be required. Specialized equipment will be quoted on a per job basis. In-house disposable field supplies(routinely used field supplies stocked in-house by GeoDesign)at current rates. List available upon request. Taxes required by local jurisdictions for projects in specific geographic areas will be charged to projects at direct cost. l 5^ DATE(MM/DD/YYYY) AC"Rtl CERTIFICATE OF LIABILITY INSURANCE k,­- 7/9/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTPRODUCER NAME. Certificate Department Cavi nac&Associates PHONE FAX 450 B Street, Suite 1800 LAIC,No,E,,, 613 744-057A tnrc,Nal:619-234-8601 San Diego CA 92101 n.DDRESS: certifc 1tes ca�igl a�.ccrn INSURER(S)AFFORDING COVERAGE NAIC p INSURERA:Continental Insurance Company 35289 INSURED NV51NCO-01 INSURER B:Valley Forge Insurance Company 20508 _ GeoDesign Inc. INSURER C:Continental Casualty Co. 20443 9450 SW Commerce Circle—Suite 300 Wilsonville,OR 97070 INSURER D:National Fire Ins.Hartford 20478 INSURER E:Berkley Insurance Company 32603 INSURER F: COVERAGES CERTIFICATE NUMBER:691716096 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE IVSD VVVD POLICY NUMBER 1MM1VDfV�'VYY),•tMMlDD YYYy) BX COMMERCIAL GENERAL LIABILITY Y 6057040530 7/1/2019 5/1/2020 EACH OCCURRENCE $1,000.000 � X � UAMnGE TO RENTED -- CLAIMS-MADE I X OCCUR PRFMISES fEn ocourence $1.000,000 MED EXP Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY Ln JEC I X LOC PRODUCTS-COMP/OP AGG $2.000,000 OTHER, I Deductible $0 L'A4 C AUTOMOBILE LIABILITY 6057040575 7/112019 5/1/2020 •, E3cJED 13INf�LE LIMIT $ {tea acciaenll 1 oQ0,0{tQ X ANY AUTO BODILY INJURY(Per person) $ ALL OWNEDSCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED ?f,iFEs� � I'f�AA4n�E n- X HIRED AUTOS X AUTOS (Per acciccna $--- $ A X UMBRELLA LIAB X OCCUR CUE6076054554 7/1/2019 5/1/2020 EACH OCCURRENCE $20,000,000 ----...........---- EXCESS LIAB CLAIMS-MADE AGGREGATE $20,000,000 DED X RETENTION$ $ D WORKERS COMPENSATION WC657040561 7/1/2019 5/1/2020 XPSR OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L..DISEASE-EA EMPLOYEE,$1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below I E.L.DISEASE-POLICY LIMIT _$1,000,000 E Professional Liability AEC902912003 7/1/2019 5/1/2020 Each Claim $10,000,000 Aggregate $20,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached If more space Is required) Re:All Operations;ab name:Fed®ralWay--O.Additional Insured coverage applies to General Liability for City of Federal Way per policy form.Primary coverage applies to General Liability per policy form. Excess/Umbrella policy follows form over underlying policies:General Liability.Auto Liability&Employers Liability (additional insured and waiver of subragation apply).Professional Liability-Claims made form,defense costs included within limit. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way 33325 8th Avenue S AUTHORIZED REPRESENTATIVE Federal Way WA 98003 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED Is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional Insured on this coverage part, but only with respect to liability for bodily Injury, property damage or personal and advertising injury caused In whole or In part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. In the performance of your work subject to such written contract, but only with respect to bodily Injury or property damage Included In the products-completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10-01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted In its entirety and replaced by the following: WHO IS AN INSURED Is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily Injury, property damage or personal and advertising Injury arising out of your work that is subject to such written contract. III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of Insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional Insured does not apply to bodily Injury, property damage, or personal and advertising Injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or falling to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2, supervisory, Inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS,the Condition entitled Other Insurance is amended to add the following,which supersedes any provision to the contrary in this Condition or elsewhere In this coverage part: Primary and Noncontributory Insurance CNA75079XX(10-16) Policy No: 6057040530 Page 1 of 2 Effective Date: 05/01/2019 Insured Name: NN5 Global, Inc Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CNA Blanket Additional Insured - Owners, Lessees or Contractors - with Products-Completed Operations Coverage Endorsement With respect to other Insurance available to the additional insured under which the additional Insured Is a named Insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and noncontributing with other Insurance available to the additional Insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured, But except as specified above, this insurance will be excess of all other insurance available to the additional Insured. VI. Solely with respect to the Insurance granted by this endorsement,the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS Is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit Is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer In the Investigation, defense, or settlement of the claim; and 3, make available any other insurance, and tender the defense and Indemnity of any claim to any other insurer or self-insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part, However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional Insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. Vil. Solely with respect to the insurance granted by this endorsement,the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1, the bodily Injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX(10-16) Policy No: 6057040530 Page 2 of 2 Effective Date: 05/01/2019 Insured Name: Nv5 Global, Inc. Copyright CNA All Rights Reserved, Includes copyrighted material of Insurance Services Office,Inc„with Its permission. Policy No: 8057040530 This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization against whom you have agreed to waive such right of recovery In a written contract or agreement. Information required to complete this Schedule, if not shown above,will be shown in the Declarations, It is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To The Insurer is amended by the addition of the following: Solely with respect to the person or organization shown in the Schedule above, the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for Injury or damage arising out of the Named Insured's ongoing operations or your work done under a contract with that person or organization and Included in the prod ucts•complated operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy, CORPORATE AUTHORIZATION RESOLUTION I, Richard Tong, Executive Vice President and Director of GeoDesign, Inc. (The "Corporation") hereby certifies that: the Corporation is duly organized and existing under the laws of the State of Oregon and the following is true,accurate and complete transcript of a resolution contained in the minute book of the Board of Directors of said Corporation duly held, at which meeting there was present and acting throughout a quorum authorized to transact business hereinafter described,and that the proceedings of said meeting were in accordance with the charter and by-laws of said Corporation and that said resolutions have not been amended or revoked and are in full force and effect: Resolved,that George Saunders,Principal,be and is hereby authorized and empowered to sign any and all contracts and documents on behalf of said Corporation, and to take such steps, and do such other acts and things,as in his or her judgment may be necessary,appropriate or desirable in connection with any proposal submitted to,or any contract entered into with the City of Federal Way for Professional Services Agreement for On-Call Environmental and Geotechnical Consulting Services; and, Resolved, that any and all transactions by and of the officers of representatives of the Corporation, in its name and for its account, with the City of Federal Way for Professional Services Agreement for On- Call Environmental and Geotechnical Consulting Services, prior to the adoption of these resolutions be, and they are hereby, ratified and approved for all purposes. Witness my hand and seal of the Corporation this November 25, 2019. Richard Tong, Executive Vice President GeoDesign, Inc. a. Directors: Richard Tong b. Officers: Dickerson Wright Chief Executive Officer Scott Mills President Alexander Hockman Executive Vice President Richard Tong Executive Vice President and Co-Secretary Edward Codispoti Chief Financial Officer & Treasurer MaryJo O'Brien Co-Secretary and Chief Administrative Officer George Saunders Chief Operating Officer Jason O'Donnell Vice President