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AG 20-060 - WSP USA IncRETURN TO: PW ADMIN EXT: 2700 ID #: 3868 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Capital Projects 2. ORIGINATING STAFF PERSON: John Cole EXT: 2718 3. DATE REQ. BY: 2/5/2021 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 0 CONTRACT AMENDMENT (AG#): AG-20-060 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: On -Call Construction Inspection 5. NAME OFCON' RAC -TOR: WSP USA Inc ADDRESS: 33301 9th Ave. Federal Way TELEPHONE:206-382-5215 E-MAIL: ill. M. Maril leyOws .com FAX:206-431-2250 SIGNATURE NAME: JIII Marllley TITLE: 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, 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. 7. TERM: COMMENCEMENT DATE: Upon Execution COMPLETION DATE: 12/31/21 8. TOTAL COMPENSATION: $ 107 993.06 (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 ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $. IS SALES TAX OWED: ❑ YES 0 NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED 11 PURCHASING: PLEASE CHARGE TO: 02520-24110 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 8 PROJECT MANAGER ec 1/2512l 8 DIVISION MANAGER SLH 1/25/2021 6 DEPUTY DIRECTOR DSw 1/2W21 6 DIRECTOR EJW 2/4/2021 ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT 1/28/2021 MP accepted changes 2/3/2021 MP 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: 2/9/21 DATE REC' D:. 3/23/21 ❑ 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.) INULA1 / DATE SIGNED ❑ FINANCE DEPARTMENT le 6 LAW DEPT O 8 SIGNATORY (MAYOR OR DIRECTOR) 8 CITY CLERK IJ 8 ASSIGNED AG # AG ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: LXECUTF. " "ORIGINALS A—dmenl#2 redrafted to follow city's template. 1/28/2021 MP 1/2020 ;Y OF CITY HALL A�kFed ara I Wry Feder 8th Avenue South 1 a Federal Way. WA 98003-6325 (253) 835-7000 mm cityoffederahmy corn AMENDMENT NO.2 TO PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL CONSTRUCTION INSPECTION SERVICES FOR CAPITAL PROJECTS This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and WSP USA INC., a New York 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 Construction Inspection Services for Capital Projects ("Agreement") dated effective April 9, 2020, as amended by Amendment No. 1, 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 ofpayment, as delineated in Exhibit B-2, 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 � Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wmv cityolfederalway coin IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: _ QLaee Jim F e , Mayor DATE: WSP USA INC.: 1. L1. Lam..... Mi i Title: Vp N W Date: e—'L 12� 70 (d STATE OF WASHINGTON ) ) 55. COUNTY OF t n } ATTEST: S h nie Courtney, CMC 'ty Clerk APPROVED AS TO FORM: �PQ, J. Ryan Call, City Attorney On this day personally appeared before me Z� � l 0 0,, r 1 (l , to me known to be the V P n W P IO M C M of _ W 5? WS 14 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 .Q q day of (. vi-f-t a , � r , 20..�-.( '"flit ill fll#,,,, _ NOTARY ..No PUBLIC WAS��a`'��y a 111111 110 i►1►►' Notary's signature Notary's printed name !L - _ Notary Public in a d or the State of Washington. My commission expires 1 `� AMENDMENT - 2 - 3/2017 CITY OF CITY HALL "'S Fe + �� �� Feder Avenue South �.7 Federall Way. WA 98003�325 (253) 835-7000 myw cityotfederalway com EXHIBIT B-2 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed One Hundred Seven Thousand Nine Hundred Ninety -Three and 60/100 Dollars ($107,993.60). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Two Hundred Twelve Thousand Seventy -Six and 66/ 100 Dollars ($212,076.66). 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: Item Description (Name/Title) Regular Time (M-F) Overtime M-F Nights/Weekends 1. Inspector/TBD 1 $118.94 $118.94 1 no premium for nights/weekends (2021 Overlay) Additional inspection services for projects to be determined as shown below: Item Description (Name/Title) Regular Time (M-F) Overtime (M-F) Nights/Weekends 1. Inspector/Kyle Gray $119.52 $119.52 no premium for nights/weekends (Project TBD) 2, Inspector/Andrew McAferty $124.06 $124.06 no premium for nights/weekends (Project TBD) 3. Inspector/Konnor Bandley $114.66 $114.66 no premium for nights/weekends (Project TBD) 4. Inspector/Weston Dalfrey 1 $139.88 $139.88 no premium for nights/weekends (Project TBD) 5. Inspector/Shawna Lenn $176.49 $176.49 no premium for nights/weekends (Project TBD) 6. Inspector/Michael Niehl $162.09--F $162.09 no premium for nights/weekends (Project TBD) Reimbursable Expenses The actual customary and incidental expenses incurred by Contractor in performing the Services including mileage and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Nine Hundred Forty -Eight and 75/100 Dollars ($948.75). AMENDMENT - 3 - 3/2017 WSP USA Suite 300 33301 Ninth Avenue S Federal Way, WA 98003 +1 206-431-2300 wsp.com 2021 Overlay Assumptions: 100 working days - Inspector - RE/PM - 9 hour work day - No weekend work - Federal Way will be acting as the project Resident Engineer and Project Manager - Invoices (Assume 6) - Montly summary of work - PM hours to be unbillable and rolled into inspectors hours Estimate Estimated Subtotal Working Total Hours Rate Hours/Day Labor * Staff days Y Inspector 9 100 900 $ 118.94 $107,044.31 Daily travel Subtotal Trips total miles $/mile (miles) Expenses* 110 15 1650 0.575 948.75 Estimated Cost $107,993.06 *This is a preliminary estimate as requested by the City. It is assumed the inspector will do a daily report and have daily communication with the city PM. If additional reports are required the estimate can be adjusted. 1/25/2021 Corporations and Charities System ;r_ss�if�� i&and Charities Filing System ,ii BUSINESS INFORMATION Business Name: WSP USA INC. UBI Number: 600 275 529 Business Type: FOREIGN PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: ONE PENN PLAZA, NEW YORK, NY, 10119, UNITED STATES Principal Office Mailing Address: 4139 OREGON PIKE, EPHRATA, PA, 17522, UNITED STATES Expiration Date: 03/31/2021 Jurisdiction: UNITED STATES, NEW YORK Formation/ Registration Date: 03/14/1969 Period of Duration: PERPETUAL Inactive Date: Nature of Business: OTHER SERVICES, PROVIDE PROFESSIONAL ENGINEERING AND ARCHITECTURE SERVICES AND ANY OTHER LAWFUL PURPOSE https://cars.sos.wa.gov/#/BusinessSearch/Businessinformation 1/2 1 /25/2021 REGISTERED AGENT INFORMATION Corporations and Charities System Registered Agent Name: C T CORPORATION SYSTEM Street Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501, UNITED STATES Mailing Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL BERNARD P MCNEILLY GOVERNOR INDIVIDUAL HILLARY F JASSEY GOVERNOR INDIVIDUAL PATRICKT SHERIDAN GOVERNOR INDIVIDUAL ANDREW J LYNN GOVERNOR INDIVIDUAL KEVIN B. REED GOVERNOR INDIVIDUAL MICHAELJ ABRAHAMS GOVERNOR INDIVIDUAL GREGORY P BENZ GOVERNOR INDIVIDUAL ROGER W BLAIR GOVERNOR INDIVIDUAL PETER F DONAHUE Back Filing History Name History Print Return to Business Search https://ccfs.sos.wa.gov/#/BusinessSearch/Businesslnformation 2/2 WSP USA INC. SECRETARY'S CERTIFICATE I, Hillary F. Jassey, Secretary of WSP USA Inc. (the "Corporation"), do hereby certify on behalf of the Corporation and not in my individual capacity that on August 4, 2020 the Board of Directors of the Corporation adopted the following resolution: "RESOLVED, that parties authorized by the Delegation of Authority may sign RFPs, RFQs and any resulting project contracts or amendments in accordance with the Delegation of Authority." I further certify that the resolution has not been revoked and that, as District Business Line Leader of the Corporation, Jill M. Marilley, is authorized by the Delegation of Authority to sign proposals, prime agreements, amendments, task work orders, and other legal instruments related to the On - Call Construction Inspection Services for Capital Projects between the City of Federal Way and the Corporation. IVA V.x M_M ■ February 25, 2021 Date RETURN TO: PW ADMIN EXT: 2700 ID #: 3805 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/Div: PUBLIC WORKS / Capital Projects 2. ORIGINATING STAFF PERSON: Sarah Hamel EXT: 2720 3. DATE REQ. BY: 10/1 5/20 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 0 CONTRACT AMENDMENT (AG#): AG-20-060 ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAM :E; On -Ca II Construction Ins ection 5. NAME OF CONTRACTOR: WSP USA Inc ADDRESS: 33301 ' th_Ave, Federal W `Fi-.'uPIIONE: 206-38 -5 15 E-MAIL: Jill MarillevO)wso.com FAX: 206-431-2250 SIGNATURENAME: Jill Marille TITLE: EXHIBITS AND ATTACHMENTS: ❑ SCOPE, 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. 7. TERM: COMMENCEMENT DATE: Upon Execution COMPLETION DATE: 12/31 /21 8. TOTAL COMPENSATION: $ 1 O4, 083.60 (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 ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES m NO IF YES, S PAID BY: ❑ CONTRACTOR ❑ CITY RETAWAGE: RETAINAGE AMOUNT: m RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED M PURCHASING: PLEASE CHARGE TO: C36212-24100 9. DOCUMENT / CONTRACT REVIEW ❑ PROJECT MANAGER DIVISION MANAGER 4 DEPUTY DIRECTOR d DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW DEPT INITIAL / DATE REVIEWED SH 9/28/20 ER 10/212020 INITIAL / DATE APPROVED 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: L'M. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATESENT: IQD//�QD DATE REC'D flll_IuJ ❑ 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 t I m LAW DEPT SIGNATORY (Ml� OR DIRECTOR) M CITY CLERK ❑ ASSIGNED AG # AG# • _, ❑ SIGNED COPY RETURNED DATE SENT„ COMME T,& 1"T wr r„r,K sir t' " -� d"1r ar Will need a�l,g auth at execution. rnp 1012 '; agrmi rre Ai.rr,hu IWI^ raa. Lhe anal kl41hu om pmml conitl ta.t sham was aaaaaa.gmed.IT u l Nh iu, (ria othere and. make sure Ki w lhyard.for suruniurg;. Note, there were no changes Lo Llie dr'ahso ullatre° won'a he a draft MdULIe91 Wharu�r Ugl[auxng sI" 1/2020 CITY OF CITY HALA 33325 Sth Avenue South Fedww'w 6/fry r rrimi omrrir (25»�A�') 35— 0 M1.,0 corn AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL CONSTRUCTION INSPECTION SERVICES for CAPITAL PROJECTS This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and WSP USA Inc., a New York 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 Construction Inspection Services for Capital Projects ("Agreement") dated effective April 9, 2020, 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 33,325 8M Avenue South Federal Way d erall Way, VVA 003-- , 25 www,ddw*rcw' odd&axa1wugy.a:w:no IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: WSP USA INC,: By V---- PrintedName: ATTEST: a t- lug uie Cotirtney. C C A ty Clerk ....._. APPROVED AS TO FORM: J. Ryan Call, City Attorney Title: DATE: STATE OF WASHINGTON ) ) ss. COUNTY OF, a On this Tay ae�s all., appeared before me�\t- tnAr-yu-c!rit,'� � � "� ��AA.,, , to me known to be the of 6 t>that executed the foregoing and acknowledged the said instrument to be the free and voluntary actand 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 _ day of �•IL e"" 2020 .. Notary's signature . Holt Notary's anted ua �� �' * , �NotaryPublic in �aia"rl�• th._....._. _....�� y' p. the State of Washirl toll My commission expires " l NOTARY PUBLIC �MIi°l"° - 2 - Rev. 3/2017 _ CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 3/31/2020 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 Arthur J. Gallagher Risk Management Services, Inc. 250 Park Avenue, 5th Floor New York NY 10177 INSURED WSP USA Inc. One Penn Plaza New York, NY 10119 AJG Service Team q00 212 994 7100 qA pa1 212 994 7047 GGB.WSPUS.CERTREQUFSTSC1o.AJG.COIvI. INSURER A.; Zurich American Insurance WSPGLOB-01 rho Insurance Co orati INSURER C t INSURER D : 16535 42404 INSURER F COVERAGES CERTIFICATE NUMBER: 1370140429 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. �, e. ,. , ........ ......... INSR� .... ._._ ......_._ ADDL $�'UBR ..... ,m.m. ,..m. , e, POLICY E.'FF ,, ,, pdUdY`#'k0 LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM! OIYYYY LIMITS NMdOO Y A X COMMERCIAL GENERAL LIABILITY GLO983581907 4/112020 4/1/2021 EACH OCCURRENCE $2,000,000 CLAIMS MADE (X,...I OCCUR PREMISES Eurrenr' $.300 000 X Contractual Liab I MED EXP An one person $ 5 000 PERSONAL & ADV INJURY ..... $ 2,000,000 ...... ............. 1 GEN'L ArGGREGAI"E LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 X PRO I --- POLPCY JLCT LOC PRODUCTS- AGG $2,000,000 I OTHER B AUTOMOBILE LIABILITY AS7-621-094060-030 4/1/2020 4/1/2021 COMBINED SNNGLELIWT Eta acuade,nt i ..--- - $5,000,000 - _ X ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) ( ) $-- ----- AUTOS ONLY AUTOS P'ROPERTY`DAMAGE HIRED I NON -OWNED AUTOS ONLY I AUTOS ONLY ,,,(Pe,rcwdvsrst) ,m.,..... A X UMBRELLA LIAR 1. X JOCCUR AUC014438604 4/1/2020 4/1/2021 EACH OCCURRENCE $ 10,000,000 SS EXCELIAB LAIMS-MADE „AGGREGATE ._,..._.__........_................ $ 10 000 000 ......._-._..._---- M _ � ...... .....eeeeeeeeeeeeeeeeeee... DED RETENTION $ ..... Follow Form .... $ B WORKERS COMPENSATION WA7-62D-094060-010 4/1/2020 4/1/2021 OIH- f X I STATUTE ER AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE i_._._m ,. ............. .............. I E.L. EACH ACCIDENT ...,....._. - $ 2.000 000 NIA ........ OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L DISEASE EA,,EMPLOYEEJ $ 2,000 000 If describe under -E �- DESCRIPTION OF OPERATIONS below L DISEASE POLICYes, LIMIT $2,000000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIRTY (30) DAYS NOTICE OF CANCELLATION City of Federal Way is an Additional Insured as respects General Liability pursuant to and subject to the policy's terms, definitions, conditions and exclusions. The insurance provided in the General liability policy is primary and any other insurance shall be excess only, and not contributing. 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 South Federal Way WA 98003-6325 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD WSP USA INC. SECRETARY'S CERTIFICATE I, Hillary F. Jassey, Secretary of WSP USA Inc. (the "Corporation'), do hereby certify on behalf of the Corporation and not in my individual capacity that on June 1, 2015 the Board of Directors of the Corporation adopted the following resolution: "RESOLVED, that parties authorized by the Delegation of Authority may sign RFPs, RFQs and any resulting project contracts or amendments in accordance with the Delegation of Authority." I further certify that the resolution has not been revoked and that, as Area Manager of the Corporation, Jill M. Marilley, is authorized by the Delegation of Authority to sign proposals, prime agreements, amendments, task work orders, and other legal instruments related to the On -Call Construction Inspection Services for Capital Projects ,between the City of Federal Way and the Corporation. ..... ,. H' a� March 16, 2020 Date 9/29/2020 Corporations and Charities System BUSINESS INFORMATION Business Name: WSP USA INC. UBI Number: 600 275 529 Business Type: FOREIGN PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: ONE PENN PLAZA, NEW YORK, NY,10119, UNITED STATES Principal Office Mailing Address: 4139 OREGON PIKE, EPHRATA, PA,17522, UNITED STATES Expiration Date: 03/31/2021 Jurisdiction: UNITED STATES, NEW YORK Formation/ Registration Date: 03/14/1969 Period of Duration: PERPETUAL Inactive Date: Nature of Business: OTHER SERVICES, PROVIDE PROFESSIONAL ENGINEERING AND ARCHITECTURE SERVICES AND ANY OTHER LAWFUL PURPOSE REGISTERED AGENT INFORMATION Registered Agent Name: C T CORPORATION SYSTEM Street Address: 7It CAPITOL WAY S STE 204, OLYMPIA, WA, 98501, UNITED STATES Mailing Address: 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501, UNITED STATES GOVERNORS Title Governors Type Entity Name First Name Last Name GOVERNOR INDIVIDUAL BERNARD P MCNEILLY GOVERNOR INDIVIDUAL HILLARY F JASSEY GOVERNOR INDIVIDUAL PATRICK T SHERIDAN GOVERNOR INDIVIDUAL ANDREW J LYNN GOVERNOR INDIVIDUAL KEVIN B. REED GOVERNOR INDIVIDUAL MICHAEL J ABRAHAMS GOVERNOR INDIVIDUAL GREGORY P BENZ GOVERNOR INDIVIDUAL ROGER W BLAIR GOVERNOR INDIVIDUAL PETER F DONAHUE hftps://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1 /1 RETURN TO: PW ADMIN EXT: 2700 ID #: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT/][)IV: PUBLIC WORKS / Capital Projects Sarah Hamel 2720 2/14/20 ORIGINATING STAFF PERSON: EXT: 3. DATE REQ. BY: TYPE OF DOCUMENT ( CHECK ONE): CONi'I�ACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS COIF TILgCT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ ❑ GOODS AND SERVICE AGREEMENT ❑ ❑ REAL ESTATE DOCUMENT ❑ ❑ ORDINANCE ❑ ❑ CONTRACT AMENDMENT (AG#): ❑ ❑ OTHER SMALL OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT HUMAN SERVICES / CDBG SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) RESOLUTION INTERLOCAL 4. PROJECT NAME: On -Call Construction Inspection 5. NAME OF CONTRACTOR: U l__r ADDRESS: E-MAIL: SIGNATURE NAME: TELEPIIONE: FAx: TITLE: .it 1D 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, 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. PAq 7. TERM: COMMENCEMENT DATE: COMPLETION DATE: 1 J 07 C(INCLUDE EXPENSES AND SALES TAX IF ANY �. TOTAL COMPENSATION: i , (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 )i NO IF YES, S PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT / CONTRACT REVIEW ❑ PROJECT MANAGER j DIVISION MANAGER #Q DEPUTY DIRECTOR DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE IX LAW DEPT -7Lj)v0 Rk v, izwlr.p t1 INITIAL / DATE REVIEWED 01f P INITIAL/ DATE AEPROYOED Ac-pp M ON', SI.I 12 4/2020 2� 10.1 20 20 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. C 7�4NrT CSIGNATURE ROUTING TO VENDOIUCONTRACTOR DATE SENT: Vul �IM�t1 1� DATE REC'D: E ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXI w[TS ❑ 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.) tNM,u DATE SIGNED ❑ FINANCE DEPARTMENT LAW DEPT SIGNATORY (MAYOR OR DIRECTOR) d CITY CLERK ASSIGNED AG # AG# ❑ SIGNED COPS' RETURNED DATE SENT: RETURN ONE ORIGWAL COMMEN S: C yr-i 1't"C' " u A, 0 IRFP will be sent to MRSC Roster Building, Structure and Roadway Improvement Services, Construction Inspection category 1/2018 CITY OF CITY HALL Am!* Feder 8th Avenue South Fed era I Way Federal Way. WA 98003-6325 (253)835-7000 www cityoffederalwny com PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL CONSTRUCTION INSPECTION SERVICES for CAPITAL PROJECTS This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and WSP USA Inc., a New York 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: WSP USA Inc. Jill Marilley 33301 Ninth Avenue South, Suite 300 Federal Way, WA 98003 206-382-5215 (telephone) 206-431-2250 (facsimile) Jill.M.Marifley@wsp.com The Parties agree as follows: CITY OF FEDERAL WAY: Sarah Harrel, P.E. Capital Engineering Manager 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2720 (telephone) Sarah.Hamel@cityoffederalway.com 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 October 30, 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 CITY OF CITY HALL A4! Feder 8th Avenue South y Federal Way. WA 98003-6325 (253) 835-7000 wwwcityoffederalway 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 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 thud party under workers' compensation acts, disability benefit acts or any other benefits acts or prograrns. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or- litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017 CITY OF CITY HALL 33325 8th Avenue South y Federal Way. WA 98003-6325 (253)835-7000 mm.. cllyoffederalwDy com follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance m. amotmts 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 minirnurn combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liabilitv. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of 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 ,4% I Feder 8th Avenue South FederaWay Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway 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. EQUAL OPPORTUNITY EWLOYE_ R. 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 propose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the ternis 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 anti Beneliclaries. 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 assigmnent, the terms of this Agreement shall continue in full force and PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 CITY OF CITY HALL Federal � I 8th Avenue South FederaWay l Way. WA 98003-6325 (253) 835-7000 www..city?ffederalw 1ycom 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. Trine 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 instrurnent, 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 �� 33325 8th Avenue South Federal Way, WA 58003-6325 (253) 835-7000 WWw dlyoffederal way Com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Jim Ferrell, Mayor DATE: WSP USA INC.: By: Printed Name: Jill Marilley Title: CS Area Manager/Vice President ATTEST: Stephanie Courtney, CMC, City Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney r"mmIFr„"G," DATE. �,' ,,I..P'.. HOG""" STATE OF WASHINGTON) PUol N: o ss. '• CO9T 5.... COUNTY OF kI R E' On this day personally appeared before me ' 11 to me known to be the reo. IAb,o ►" Mn� of � S 1`� 11,.AA that executed the foregoing tnstniment. add acedged 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 30 day of WA - 20 9-V Notary's signature 4 Notary's printed nam Notary Public in and Y6r the S �Iaie of Washington. My commission expires 7-o PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 3/2017 CITY OF CITY HALL AN.Fe d e ra l ■ ,� ■� 33325 8th Avenue South lYliY/ '� / Federal Way. WA 98003-6325 �/ (253) 835-7000 www dlyoffederalway coin EXHIBIT A SERVICES The Contractor shall do or provide the following: 1. Observe the technical conduct of the construction, including providing day-to-day contact with the construction contractor, City, utilities, and other stakeholders, and monitor for adherence to the Contract Documents. The Consultant's personnel will act in accordance with Sections 1-05.1 and 1-05.2 of the WSDOT/APWA Standard Specifications. 2. Observe material, workmanship, and construction areas for compliance with the Contract Documents and applicable codes, and notify construction contractor of noncompliance. Advise the City of any non -conforming work observed during site visits. 3. Prepare Inspector Daily Reports (IDRs), recording the construction contractor's operations as actually observed by the Consultant; includes quantities of work placed that day, contractor's equipment and crews, and other pertinent information. Upload IDR's daily to SharePoint. 4. Interpret Construction Contract Documents, in coordination with Designer. 5. Evaluate issues which may arise as to the quality and acceptability of material furnished, work performed, and rate of progress of work performed by the construction contractor. 6. Communicate with adjacent property owners and respond to questions from property owners and the general public. T Coordinate with permit holders on the Project to monitor compliance with approved permits, if applicable. 8. Prepare field records and documents to help facilitate administration of the Project in accordance with funding agency requirements. 9. Attend and actively participate in regular on -site meetings. 10. Attend and actively participate in weekly construction meetings at City Hall. IL Take periodic digital photographs during the course of construction. Photographs to be labeled and organized as directed (typically filed by day). 12. Punch List. Upon substantial completion of work, coordinate with the City and affected agencies, to prepare a "punch list" of items to be completed or corrected. Coordinate final inspection with those agencies. 13. Communicate with designated City representative. Keep designated City representative updated as to progress of construction and any issues that have arisen. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017 CITY or CITY HALL Federal Wa Feder 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 vvww. crtyoffederahvay com EXHIBIT B COMPENSATION I . Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed one hundred four thousand eighty-three and 60/100 Dollars ($104,083.60). 2. Method of Compensation: Hourly vv 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: Item Description (Name/Title) Regular Time Overtime Nights Weekend (M-F) (M-F) I . Don Sullivan (Inspector) $106.80 $155.49 No premium No premium -Proposed for 2020 Asphalt Overlay Project Brandon Leach (Inspector) for Nights for Weekends 2. $116.97 $170.75 No premium No premium -Proposed for S. Dash Point Road Improvements Dano Bonifacio (Inspector/RE) $170.74 for Nights No premium for Weekends No premium 3. $170.74 -Additional Resource for Nights for Weekends i 4 Clint Nelson (Chief Inspector) $133.97 $196.26 No premium No premium -Additional Resource for Nights for Weekends i'1elmbU1'S,1 1C f_.XlDenSeS The actual customary and incidental expenses incurred by Contractor in perfonning the Services including mileage and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed One thousand one hundred fifty and 00/100 Dollars ($1,150.00). Type of of Expense Maximum $S Per Item Cumulative SS Maximum Mileage $0.575/Mile $1150.00 Headlight Inspection software Included $0 Plangrid Included $0 PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 3/2017 CITY OF CITY HALL Federal edaraI ■ � a 33325 8th Avenue South 1�■Y/ � Federal Way. WA 98003-6325 (253) 835-7000 m-vw.crtyoffeder 4veycorn PROFESSIONAL SERVICES AGREEMENT FOR ON -CALL CONSTRUCTION INSPECTION SERVICES for CAPITAL PROJECTS This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and WSP USA Inc., a New York 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: WSP USA Inc. Jill Marilley 33301 Ninth Avenue South, Suite 300 Federal Way, WA 98003 206-382-5215 (telephone) 206-431-2250 (facsimile) Jill.M.Marilley@wsp.com The Parties agree as follows: CITY OF FEDERAL WAY: Sarah Hamel, P.E. Capital Engineering Manager 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2720 (telephone) Sarah.Hamel@cityoffederalway.com 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 tmtil the completion of the Services specified in this Agreement, but in any event no later- than October 30, 2020 ("Tenn"). 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 - I - Rev. 3/2017 CITY OF CITY HALL Fed a ra l W� Feder 8th Avenue South �.a'' y Federal Way. WA 98003-6325 (253) 835-7000 mvww cityoffederalway com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and witluin 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. 43 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, nudemnify, 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 indenuuification. 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 thud 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 lndenuaiticat) on. 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 froln, resulting from or comiected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017 CITY OF CITY HALL Federal edaral W Feder 8th Avenue South Federal Way. WA 98003-6325 (253)835-7000 m,m cityoffedearlwny com follows: 6.1. Minimum Limits, The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a minimum combined single limits in the minimurn 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. Al9[lltrmial lw;urecl. Verlhcation. 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 33325 8th Avenue South FederaFederal Way l Way. WA 98003-6325 (253) 835-7000 m-vw. cityoffedernhvay corn 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. E D l:A 1 Ui' 1'i=3 R Vt :� i i''k b ;''a i i'LOYER. 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 hrte.rpretatioir anal Modii"ic.ation. 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 Assiarunent and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 CITY OF CITY HALL Federal edaral ■ r ■� Feder 8th Avenue South y Federal Way. WA 98003-6325 (253) 835-7000 wives. cilyoffederalway con) 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 {CDT111)]MnccL w ith La ws. 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. Tune is of the essence of this Agreement and each and all of its provisions in which perfornance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's peifonnance 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, riles, 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 docurnent. All such counterparts shall be constnied 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 �� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffedere1my ccm IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: 0 �.,. �; 1, , ,* /0 Jim rrell, ayor r DATE: 0 i WSP USA INC.: yQo JA )&A dbZ: I / - Printed Name: Jill Marilley Title: CS Area ManagerNice President DATE: STATE OF WASHINGTON ) ss. COUNTY OF ) ATTEST: �U�- && phanie Courtney, , City Clerk APPROVED AS TO FORM: 'n�eo� k J. Ryan Call, City Attorney On this day personally appeared before me t I i M api r� to me known to be the cal 5 that executed the foregoing instrument, an acl• iowledged the said 111$ rumerlt 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,, b day of 203-0 Notary's signature Notary's printed name " L tl-p [� *a, Notary Public in and for the Slate of Washington. My commission expires S.S 6 PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 3/2017 CITY OF •... Federal Way EXHIBIT A SERVICES The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 mvwcityoffederahvoy com 1. Observe the technical conduct of the construction, including providing day-to-day contact with the construction contractor, City, utilities, and other stakeholders, and monitor for adherence to the Contract Documents. The Consultant's personnel will act in accordance with Sections 1-05.1 and 1-05.2 of the WSDOT/APWA Standard Specifications. 2. Observe material, workmanship, and construction areas for compliance with the Contract Documents and applicable codes, and notify construction contractor of noncompliance. Advise the City of any non-confonning work observed during site visits. 3. Prepare Inspector Daily Reports (IDRs), recording the construction contractor's operations as actually observed by the Consultant; includes quantities of work placed that day, contractor's equipment and crews, and other pertinent information. Upload IDR's daily to SharePoint. 4. Interpret Construction Contract Documents, in coordination with Designer. 5. Evaluate issues which may arise as to the quality and acceptability of material furnished, work performed, and rate of progress of work performed by the construction contractor. 6. Communicate with adjacent property owners and respond to questions from property owners and the general public. 7. Coordinate with permit holders on the Project to monitor compliance with approved permits, if applicable. 8. Prepare field records and documents to help facilitate administration of the Project in accordance with funding agency requirements. 9. Attend and actively participate in regular on -site meetings. 10 Attend and actively participate in weekly construction meetings at City Hall. 11. Take periodic digital photographs during the course of construction. Photographs to be labeled and organized as directed (typically filed by day). 12. Punch List. Upon substantial completion of work, coordinate with the City and affected agencies, to prepare a "punch list" of items to be completed or corrected. Coordinate final inspection with those agencies. 13. Communicate with designated City representative. Keep designated City representative updated as to progress of construction and any issues that have arisen. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017 C"I"'T Y OF ederal Way EXHIBIT B COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 www cityoffederatway com I . Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed one hundred four thousand eighty-three and 60/100 Dollars ($104,083.60). 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: Item Description (Name/Title) Regular Time Overtime Nights I Weekend (M-I) (M-F) Don Sullivan (Inspector) $106.80 $155.49 No premium No premium -Proposed for 2020 Asphalt Overlay Project for Nights for Weekends 2. Brandon Leach (Inspector) $116.97 $170.75 No premium No premium -Proposed for S. Dash Point Road Improvements for Nights for Weekends 3. Dano Bonifacio (Inspector/RE) $170.74 $170.74 No premium No premium -Additional Resource for Nights for Weekends 4. IClint Nelson (Chief Inspector) $133.97 $196.26 No premium No premium i -Additional Resource for Nights for Weekends Reimbursable Expenses The actual customary and incidental expenses incurred by Contractor in performing the Services including mileage and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed One thousand one hundred fifty and 00/100 Dollars ($1,150.00). Type of Expense Maximum $S Per Item Cumulative $$ Maximum Mileage $0.575/Mile $1150.00 Headlight Inspection software Included $0 Plangrid Included $0 PROFESSIONAL SERVICES AGREEMENT - 8 - Rev 3/2017 ACC) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 3/23/2020 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 Arthur J. Gallagher Risk Management Services, Inc. 250 Park Avenue, 5th Floor New York NY 10177 NAk'�IE�� AJG Service Team PHONE No. E'11. 212-981-2485 rar 0j:212-994-7074 E-MAIL —_ ADDRESS; GGB.WSPUS.GertReguesr7 ec,a)ca.+-an INSURER A: QBE ) AFFORDING COVERAGE I NAIC # Insurance Company I 1151E INSURED WSPGLOB-01 INSURER B : WSP USA Inc. 33301 Ninth Avenue South, Suite 300 INSURERC.: Federal Way, WA 98003-2600 INSURER D : INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: 1199541902 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. ' INS. TYPE OF INSURANCE ADDLuSU SDIWVD POLICY NUMBER MMLDD/YYY MICY EFF MLDD YYYYI LIMITS LTR COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTF0__ PREMISES (Ea acw�rence), $ MED EXP (Any one oerson) $ PERSONAL & ADV INJURY GENERAL AGGREGATE $ GEN'LAGGREGATE LIMIT APPLIESPER: $ ,. POLICY ❑ J LOC PRODUCTS -COMP/OP AGG $ $ flT l I �_ �' AUTOMOBILE LIABILITY COMBINEOSINGLE LIMIT Ea acdden $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ P PE .DAMAGE $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I ! RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y / N PER OTH- STATUTE EA. ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N / A E.L. DISEASE - EA EMPLOYEE (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below — —` E.L. DISEASE - POLICY LIMIT -$ $ A Professional Liability QPL0022630 11/1/2019 10/31/2020 Per Claim/Aggregate $1,000,000 CLAIMS -MADE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIRTY (30) DAYS NOTICE OF CANCELLATION RE: ON -CALL CONSTRUCTION INSPECTION SERVICES for CAPITAL PROJECTS CERTIFICATE HOLDER CANCELLATION CITY OF FEDERAL WAY Attn: Sarah Hamel,P.E. Capital Engineering Manager 33325 8th Avenue South Federal Way WA 98003-6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE J ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 7 `y DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 3/23/2020 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 riahts to the certificate holder in lieu of such endorsement(s). PRODUCER rid r Ac r rinl:u- AJG Service Team Arthur J. Gallagher Risk Management Services, Inc. PHONE r;: 250 Park Avenue, 5th Floor Alc. No. Exfl. 212-994-7100 1;, r;. ;�„): 212-994-7047 New York NY 10177 ADDREss GGB.WSPUS , ,-R':�F -il if-�.1 :•;:� /j.l,-i WUfvl INSURERIS) AFFORDING COVERAGE NAIC4 INSURER A: Liberty Insurance Corporation 42404 INSURED WSPGLOB-01 INSURERS: Zurich American Insurance Company 16535 WSP USA Inc. 33301 Ninth Avenue South, Suite 300 INSURERC: Federal Way, WA 98003-2600 INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER, 165nR67977 REVISION NUMRER- 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•SUDR POLICY EFF POLICY EX1P TYPE OF INSURANCE f POLICY NUMBER /D MNNDD YY LIMITS B X COMMERCIAL GENERAL LIABILITY Y GL0983581906 4/1/2019 4/1/2020 EACH OCCURRENCE $2,000,000 CLAIMS -MADE I—! OCCUR PREMISES 1 00.000 PREMI3£S Eaercurr¢�.rreul $3 MED EXP (Any one person) 1 $ 5.000 PERSONAL & ADV INJURY _ $ 2.000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE I$5,000,000 X POLICY PRO•JEGT ❑ LOC PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILELIABILITY AS7621094060039 4/1/2019 4/1/2020 ^CAI R1NF1) JP:_,I.EJMIT $2,000,000 a i ANY AUTO BODILY INJURY (Per person) $ X OWNED SCHEDULED AUTOS ONLY AUTOS INJURY (Per accident). $ • HIRED NON -OWNED AUTOS ONLY AUTOS ONLY rODILY _ _. '=:1`'IJ.lhahcF $ �c;;d•_nl,i _ I$ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE $ EXCESS LIAB AGGREGATE DED I I RETENTION $. A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N WA762DO94060019 4/1/2019 4/1/2020 X PER OTH- STATUTE E ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A E.L. EACH ACCIDENT $ 2,000,010 E-L. DISEASE - EA EMPLOYEE $ 2,000,000 (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 2,000,000 I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIRTY (30) DAYS NOTICE OF CANCELLATION. RE: ON -CALL CONSTRUCTION INSPECTION SERVICES for CAPITAL PROJECTS City of Federal Way s included as additional insured as respects General Liability. C.r-nI Ir'IE..m i r- rIULIJCTi 1. AIVI,CLLPL I IVIV SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF FEDERAL WAY ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Sarah Hamel,P.E. Capital Engineering Manager 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way WA 98003-6325 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: TB2-611-B869M5-028 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization whom you become obligated to include as an additional insured as a result of any written contract or agreement you have entered into. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, 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: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance 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. B. 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: 1. Required by the contract or agreement; or 2. 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 Declarations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 4/1/2020 Corporations and Charities System ,ir ­ir'S5Wk?RR ?&and Charities Filing System BUSINESS INFORMATION Business Name: WSP USA INC. UBI Number: 600 275 529 Business Type: FOREIGN PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: ONE PENN PLAZA, NEW YORK, NY,10119, UNITED STATES Principal Office Mailing Address: 4139 OREGON PIKE, EPHRATA, PA, 17522, UNITED STATES Expiration Date: 03/31/2021 Jurisdiction: UNITED STATES, NEW YORK Formation/ Registration Date: 03/14/1969 Period of Duration: PERPETUAL Inactive Date: Nature of Business: OTHER SERVICES, PROVIDE PROFESSIONAL ENGINEERING AND ARCHITECTURE SERVICES AND ANY OTHER LAWFUL PURPOSE https://ccfs.sos.wa.gov/#/BusinessSearch/Business Information 1/2 4/1 /2020 REGISTERED AGENT INFORMATION Corporations and Charities System C T CORPORATION SYSTEM 711 CAPITOL WAYS STE 204, OLYMPIA, WA, 98501, UNITED STATES 711 CAPITOL WAY S STE 204, OLYMPIA, WA, 98501, UNITED STATES GOVERNORS Title Governors Type GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Back Entity Name First Name BERNARD P HILLARY F PATRICK T ANDREW J KEVI N B. MICHAELJ GREGORY P ROGER W PETER F Registered Agent Name: Street Address: Mailing Address: Last Name MCNEILLY JASSEY SHERIDAN LYN N REED ABRAHAMS BENZ BLAIR DONAHUE Filing History Name History Print Return to Business Search https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 2/2 WSP USA INC. SECRETARY'S CERTIFICATE I, Hillary F. Jassey, Secretary of WSP USA Inc. (the "Corporation"), do hereby certify on behalf of the Corporation and not in my individual capacity that on June 1, 2015 the Board of Directors of the Corporation adopted the following resolution: "RESOLVED, that parties authorized by the Delegation of Authority may sign RFPs, RFQs and any resulting project contracts or amendments in accordance with the Delegation of Authority." I further certify that the resolution has not been revoked and that, as Area Manager of the Corporation, Jill M. Marilley, is authorized by the Delegation of Authority to sign proposals, prime agreements, amendments, task work orders, and other legal instruments related to the On -Call Construction Inspection Services for Capital Projects between the City of Federal Way and the Corporation. March 16, 2020 Date