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AG 20-571 - Fehr & PeersRETURN TO: PW ADMIN EXT: 2700 ID #: 3792 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Traffic 2. ORIGINATING STAFF PERSON: Rick Perez EXT: 2740 3. DATE REQ. BY: 8/21/20 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT 0 PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: Federal Way Transportation Impact Fee Program Update 5. NAME OF CONTRAcTOR: Fehr & Peers __ ADDRESS: 1001 4th Avenue, Suite 4124, Seattle VVA 98154 TELF-'HONE: 206576-4220 E-MAIL: K.BreilandOfehrandpeers.com FAX: 206-576-4225 SIGNATURE NAME: Don Samdahl TITLE: Princi al 6. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES 0 COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL, EXP. 12/31/` UBI # , EXP. —/—/- 7. /7. TERM: COMMENCEMENT DATE: 01 Sep 2020 COMPLETION DATE: O1 Apr 2021 S. TOTAL COMPENSATION: $ 60,104.00 _ (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: 13 YES 0 NO IF YES, S PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: a RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED O PURCHASING: PLEASE CHARGE TO: 101-4300-230-543-10-411 9. DOCUMENT/ CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER I DIVISION MANAGER RAP / 14 Aug 2020 8 DEPUTY DIRECTOR DSW 8/1712020 6 DIRECTOR 6 RISK MANAGEMENT (IF APPLICABLE) DK 08/24/2020 I LAW DEPT DK 08/24/2020 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE:nn COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING "1 1-2I�DATEREC'D: 911 p❑ SENT TO VENDOR/CONTRACTOR DATE SENT: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT V�LAW DEPT �Ic IGNATORY (MAYOR OR DIRECTOR) ITY CLERK ❑ ASSIGNED AG # AG# ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: EXFcL E " 2 " Qg[L N:11.5 1/2020 ` Feder CITY OF CITY HALL Aft Federal Way 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www Wyoffederafway com PROFESSIONAL SERVICES AGREEMENT FOR TRAFFIC IMPACT FEE PROGRAM UPDATE This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Fehr & Peers, Inc., a California Corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: Fehr & Peers, Inc. Don Samdahl 1001 4"' Avenue, Suite 4120 Seattle WA 98154 206-576-4220 (telephone) 206-576-4225 (facsimile) com The Parties agree as follows: CITY OF FEDERAL WAY: Richard Perez 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2740 (telephone) (253) 835-2709 (facsimile) rick.perez@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 March 31, 2021 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's reasonable 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 ..' ., Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 www crtyoffederalway. com 4.2 Method of La,Ment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, 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, reasonable 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, or resulting from, the negligent 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, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017 ` cirr OF CITY HALL Fe d e ra I Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www o1yoffederalway coni 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of Services under this Agreement, whether occurring by reason of negligent acts, errors or omissions of the Contractor. 6.2. No I.itnit 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. Acidilional 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 ("Work Product") 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. Third -party content that may be used or incorporated in the Work Product shall not become the property of the City. Contractor shall secure all licenses necessary for the City to utilize Contractor's Services and the Work Product for their intended purposes. Contractor shall not be liable or responsible for any use, reuse, or modification of, or derivation from, any of its Work Product made without Contractor's written consent other than for purposes contemplated by Contractor's scope of work under this Agreement. 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 PROFESSIONAL SERVICES AGREEMENT -3 - Rev. 3/2017 CITY OF ... Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 vvww cityoffederalway com audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 CITY of CITY HALL ' 33325 8th Avenue South FedWay Federal Way. WA 98003-6325 (253) 835-7000 www cityoffederalway com 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process, If t4 I j_g..Qounty Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 3/2017 Federal Way CITY HALL 33325 8th Avenue Soutn Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffederalway.. coni IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF -FEDERAL WAY: ATTEST: Jim F ,fell, yor Steph nie Courtney, OAC, City Clerk (1/ DATE: S O Fehr & Peers, Inc. By: Printed Name: le*A nc,� Title: -P n b G p'�" I DATE: "� — 3 STATE OF WASHINGTON) ) ss. COUNTY OF b —10 APPROVED AS TO FORM: Ze J. Ryan Call, City Attorney JANE H FLYNN Notary Public State of Washington My Appointment Expires Jan 14, 2022 On this day personally appeared before me ILelNe�YV,, 6f1e4'1t1rdto me known to be the of F.�'l��� �S 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 2 J d day of �J , 20 a0 Notary's signature CAI Notary's printed name _age— 6L Notary Public in and for the S ate o f' ashington. My commission expires � PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 3/2017 circ OF CITY HALL f I 33325 8th Avenue South ed y Federal Way. WA 980o03-6325 (253) 835-7000 www cityoffederalway. com EXHIBIT A SERVICES The City of Federal Way is due for an update the Traffic Impact Fee program, which was adopted in 2009. This update will include a new project list and will allow the City to revisit methodology. The Contractor shall do or provide the following: Task 1: Project Management Contractor will coordinate with City staff to ensure the project stays on target, including from a scope, schedule, and budget perspective. • Hold virtual kick off meeting • Bi -weekly check in calls • Monthly invoicing and progress reports Task 2: Review and Update Eligible Project List Contractor will create a project list by reviewing: • City's 6 -year Transportation Improvement Project List • 2040 Capital Improvement Project list, including consideration of eligible bicycle and pedestrian projects 2009 Transportation Impact Fee project list Contractor will remove projects from the 2009 project list that have been completed, and add eligible projects from the CIP and TIP. Projects that add capacity to the roadway network, including select bicycle and pedestrian projects, are eligible for the Impact Fee project list. Task 3: Calculate Existing Deficiencies Contractor will calculate existing deficiencies at project locations using the methodology applied in the 2009 TIF study, potentially supplemented with methodologies applied by other communities to account for projects that accommodate walking and biking trips. It is currently assumed that existing deficiencies will be based on the City of Federal Way's adopted Level of Service policy, as calculated by the City of Federal Way's 2018 PM peak hour Synchro model. Contractor can work with the City to explore defensible approaches that have been applied elsewhere in the Puget Sound. Task 4: Determine Share of Traffic Attributable to City Growth Contractor will apply the version of the PSRC travel demand model recently used for Federal Way's City Center Access Project to determine the share of traffic attributable to growth in Federal Way on individual facilities. This task will be based on methodology typically used in impact fee updates. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www otyoffederalway com Task 5: Update Growth Estimates Contractor will reference 2018 and 2040 land use, as provided in the version of the PSRC travel demand model recently used for Federal Way's City Center Access Project to estimate growth in trips in Federal Way between 2020 and 2040. Task 6: Calculate Impact Fee Rate Contractor will calculate the Impact Fee rate by dividing the eligible project list cost by the growth in trips. Contractor will provide a comparison to the current rates of other jurisdictions in Washington. Task 7: Prepare Rate Study Contractor will prepare a Rate Study describing the process of developing the impact fee. This will include a detailed fee schedule for common land uses and development types. Contractor will work with the City to determine a reasonable reduction for the City Center developments. Task 8: Prepare Code Updates Contractor will review the City's existing code language for impact fees and recommend amendments to ensure the City's program satisfies State requirements and aligns with the updated Rate Study. Task 9: Present Findings to City Committees and Council Contractor will present the methodology and final recommendations to the Planning Commission, Land Use and Transportation Committee and City Council. Assumptions: City of Federal Way will provide the existing conditions 2018 Citywide Synchro model. All signalized intersections will have a cycle length of 150 seconds. ® The City will also provide the base year (2018) and future year (2040) versions of the City Center Access Model, based on the PSRC travel demand model platform. Deliverables: Rate Study, including rate schedule Ordinance and code updates Slides of the presentations to City Committees and Council PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 3/2017 Federal Way CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Sixty -Thousand One -Hundred Four and 00/100 Dollars ($60,104.00). 2. Method of Compensation: Hourly rate In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: Tasks $270 $155 $295 S125' $150 8 Project. Management 4 Kick Off Meeting, Preparation & Follow Up 4 8 6 2 2 22 $4,640 Project Coordination 4 4 4 4 0 16 $3,380 Invoicing 2 0 0 6 0 8 $1,290 Total for Task: 'Conduct Technical Analysis 46 $9,310 Project List, Existing Definiciencies & Modeling 12 120 8 2 0 142 $24,450 Total for Task Prepare Imoact Fee Rate Studv 142 $24,450 Prepare Rate Swdy 8 24 4 4 8 48 $8,760 Code Development 4 12 4 21 0 22 $4,370 Total for Task 1 701 $13,130 Presentations to Planning Commission/Council Preparation and up to 3 Presentations 1121 241 41 21 8 50 $9,590 Total for Task 50 $9,590 Direct Non -Labor Costs Travel, Traffic Data Collection, and other direct expenses $3,624 Total for all Tasks 1 46 1921 301 221 181 308 Reimbursable Exnenses The actual customary and incidental expenses incurred by Contractor in performing the Services including travel, traffic data collection and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Three -Thousand Six -Hundred Twenty -Four and 00/100 Dollars ($3,624.00). PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 3/2017 DEEP September 15, 2020 To whom it may concern: This letter confirms that Kendra Breiland, a Principal with Fehr & Peers, has the authority to sign contracts and proposals for Fehr & Peers up to a maximum of $150,000. If you have any questions or require any further authorization, please do not hesitate to contact me. Sincerely, FEHR & PEERS Marion Donnelly Chief Financial Officer cc: Personnel File 100 Pringle Avenue, Suite 600 Walnut Creek, CA 94596 (925) 930-7100 Fax (925) 933-8007 www.fehrandpeers.com 8/17/2020 Corporations and Charities System BUSINESS INFORMATION Business Name: FEHR & PEERS, INC. UBI Number: 602 671 978 Business Type: FOREIGN PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 1001 4TH AVE STE 4120, SEATTLE, WA, 98154-1155, UNITED STATES Principal Office Mailing Address: 100 PRINGLE AVE, SUITE 600, WALNUT CREEK, CA, 94596-3583, UNITED STATES Expiration Date: 05/31/2021 Jurisdiction: UNITED STATES, CALIFORNIA Formation/ Registration Date: 05/27/2008 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: DON SAMDAHL Street Address: 1001 4TH AVE STE 4120, SEATTLE, WA, 98154-1155, UNITED STATES Mailing Address: GOVERNORS Title Governors Type GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Entity Name First Name Last Name STEVEN BROWN MATTHEW HENRY MARION DONNELLY SARAH BRANDENBERG RON MILAM https://ccfs.sos.wa.gov/#/BusinessSearch/Businessinformation 1/1 FEHR&PE-01 THOMA ACD DATE (MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 913/2020 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). -----------._ . - PRODUCER License 4 OE67768 CONTACT Gig/ Yuen A GREGATE $ IOA Insurance Services P,`;O"�� ,t 928 660-3514 50008 I 1 {. } FAX, Nn}:(925 416-7869 ( 3875 Hopyard Road Suite 200 . A DRESS: Gigi.Yuen(pioausa.com Pleasanton, CA 94588 INSURER} AFFORDING COVERAGE N / A NAIG I{ �Y (ManUatory in NH) INSURER n RLI Insurance Company 5/1/2021 13056 INSURED INSURER B: Trumbull Insurance Company DESC -'i I ION OF OPERATIONS below 27120._-_-._ Fehr & Peers INSURER c : Liberty Insurance Underwriters, Inc 1991.7 100 Pringle Avenue, Suite 600 Walnut Creek, CA 94596 INSURER D : INSURER E: INSURER F: OVERAGES CERTIFICATE NUMBER: REVISION._ NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -._._._ .......-_ ;R1 ADM. TYPE OF INSURANCE INSO SUER POLICY NUMBER tuk4ennY(Yvwi (nPm POLICY LIMITS ,R IIN WVD A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR X X PSB0006683 GEN -L AGGREGATE LIMIT APPLIES PER: POLICY I. X l jffr 7 LOC OTHER- A AUTOMOBILE LIABILITY ANY AUTO X X PSA0002276 OWNED SCHEDULED AUTOS ONLYAUTOS 1.. J AUTOS ONLY X A H I UMBRELLA LIAB A OCCUR X EXCESS LIAB CLAIMS -MADE DED RETENTION$ 12/6/2020 A GREGATE $ I IPSE0002889 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY X 57WEGZJ1989 ANY PROPRIETOR/PARTNER/EXECUTIVE 44FRCER/MEMBER EXCLUDED? N / A X I PEROTH- �Y (ManUatory in NH) 5/1/2020 5/1/2021 If yes, dcsc:ribe under 1,000,000 DESC -'i I ION OF OPERATIONS below E DISEASE - EA EMPLOYEE $ 1,080,888 C Professional Liab. AEXNYABEFJ2004 1'000'008 C Professional Liab. iAEXNYABEFJ2004 FAC,H OCCURRFNr F $ -,••" 1216/2019 121612020 DAMA I- rJ 4EN I r[i 1,00 MED EXP (Any one nerson). $ 1 LERSONAL 8 ADV INJURY $ 2'8a GENERAL AGGREGATE $ 4,00 12/612019 1 1216/2020 IRLUii I BODILY INJURY (Per accident) I $ 12/6/2019 12/6/2020 A GREGATE $ 5,000,000 X I PEROTH- 5/1/2020 5/1/2021 F I EACH ACCIDENT $ 1,000,000 E DISEASE - EA EMPLOYEE $ 1,080,888 1'000'008 E.L DISEASE - POLICY LIMIT 12/6/2019 1216/2020 Per Claim 5,000,000 12/6/2019 12/6/2020 Aggregate 5,000,000 DESr,R IPTION OF OPERATIONS I LOCATIONS / vF id ICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) RE: TC20-0010.00 / Traffic Impact Fee Program Update All Operations of the Named Insured, including the aforementioned project, if any. General Liability: Please see blanket Additional Insured endorsement attached; such coverage is Primary and Non -Contributory with Waiver of Subrogation included, as required per written contract. Auto Liability: No company owned vehicles. Please see blanket Additional Insured endorsement with Waiver of Subrogation included, as required per written contract. Workers' Compensation: Waiver of Subrogation is included as per attached blanket Waiver of Subrogation endorsement, as required per written contract. GENERAL LIABILITY & AUTO LIABILITY INCLUDE THE FOLLOWING PERSON(S) OR ORGANIZATION(S): City of Federal Way, as required per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE EXPIRATIC ACCORDANCE W City of Federal Way AUTHORIZED REPRESENTATIVE Attention: Richard Perez 33325 8th Ave S (Federal Way, WA 98003-6325 ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PSB0006683 RLI Insurance Company Named Insured:Fehr & Peers THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II — LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for 'bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product -completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION III H.2. Other Insurance — COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II — LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a. The 'bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4. The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II — LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for 'bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the 'bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: PSA0002276 Named Insured: Fehr & Peers RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair — Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage — Loss Of Use L. Hired Car — Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition — Mental Anguish O. Airbag Coverage P. Amended Insured Contract Definition — Railroad Easement Q. Coverage Extensions — Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PPA 300 03 13 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus- iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury' or "property damage" occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II — COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV — BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or PPA 300 03 13 "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II — COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2. Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F. Fellow Employee Coverage SECTION II — COVERED AUTOS LIABILITY COVERAGE, Exclusion B.S. does not apply if you have workers compensation insurance in -force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III — PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2. Any: a. Overdue lease/loan payments at the time of the "loss"; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WEG ZJ1989 Endorsement Number: Effective Date: 05/01/20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: FEHR & PEERS 100 PRINGLE AVE STE 600 WALNUT CREEK CA 94596 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 03/16/20 Policy Expiration Date: 05/01/21