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AG 22-060 - HEARTLANDRETURN TO: Kari Ci=er EXT: x2629 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: COMMUNITY DEVELOPMENT / PLANNING 2. ORIGINATING STAFF PERSON: KEITH NIVEN EXT: 2643 3. DATE REQ. BY: ASAP! 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ® PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: HOUSING ACTION PLAN IMPLEMENTATION 6. NAME OF CONTRACTOR: HEARTLAND, LLC ADDRESS: 801 2ND AVENUE. SUITE 614, SEATTLE WA 98104 TELEPHONE: 206-682-2500 E-MAIL: DLARSDN(dWTLAND.COM FAX: N/A SIGNATURE NAME: DOUG LARSON TITLE: PRINCIPAL 7. EXHIBITS AND ATTACHMENTS: ® SCOPE, WORK, OR SERVICES ® COMPENSATION ® INSURANCF. REQUIREMENTS/CERTIFICATE ® ALL OTHER REFERENCED EXHIBITS ® PROOF OF AUTHORITY TO SIGN ® REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: APRIL 25. 2022 COMPLETION DATE: AIJGI_[S'r 1, 2023 9. TOTAL COMPENSATION $ 90,000.00 (INCLUDE EXP] NSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - AfTACI I SCHEDULES OF EMPLOYfTS TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGL AMOUNT: - ❑ RF.TAINAGE AGRLLMLNT' (SEE CONTRACT) OR ❑ RL"rAINAGE BOND PROVIDED ® PURCHASING: PLEASE CHARGE TO: 001-5200-073-558-60-411 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED ® PROJECT MANAGER ® DIRECTOR -- t.0 21 'Z 2 ❑ RISK MANAGEMENT (IF APPLICABLE) ® LAW KVA 5/2/2022 1 1 . COUNCIL APPROVAL (IF APPLICABLE) SCHEDUI.ED COMMITTEE DATE: N/A SCHF.DULFD COUNCIL DATE..: N/A 12 CONTRACT SIGNATURE ROUTING INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: ® SENT TO VENDOR/CONTRACTOR DATE SENT: May 3, 2022 DATE REC'D: May 12, 2022 ® 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.) ® LAW DEPARTMENT ® SIGNATORY (MAYOR OR DIRECTOR) ® CITY CLERK ® ASSIGNED AG# INITIAL / DATE SIGNED Lvk--Tr7,1, Z� rf 7.0Z'2 AG# 22- bL¢ COMMENTS: A New Contract with a new Vendor - ` CITY Of CITY HALL �. F8th Avenue South Federal I Wa � Federal Way, WA 98003-6325 (253) 835-7000 www cftyoffederalway. com PROFESSIONAL SERVICES AGREEMENT FOR HOUSING ACTION PLAN IMPLEMENTATION This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Heartland LLC, a Washington Limited Liability Company ("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: HEARTLAND LLC: Doug Larson 801 2nd Avenue, Suite 614 Seattle, WA 98104 (206) 682-2500 (telephone) .com The Parties agree as follows: CITY OF FEDERAL WAY: Keith Niven 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2643 (telephone) keith.niven(a-,)cit-yoffederalway.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 August 1, 2023 ("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. 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 PSA — Heartland LLC - 1 - Rev. 7/2021 Federal Way CITY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 vvww. cityoffederalway. com such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 Cily 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 cant' 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: PSA — Heartland LLC - 2 - Rev. 7/2021 ` CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 �vww cityoffederalway com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of 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. PSA — Heartland LLC - 3 - Rev. 7/2021 CITY OF CITY HALL ��� 33325 8th Avenue South 4! Federal Way. WA 98003-6325 � Federal (253) 835-7000 www. cityoffederalway. com 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. EOUAL 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. PSA — Heartland LLC - 4 - Rev. 7/2021 clrY of CITY HALL Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence in this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PSA — Heartland LLC - 5 - Rev. 7/2021 CITY OF Federal Way CITY HALL 33325 Sth Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wuw0tyaffod! rah'Vey COM IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Davis, Int6iMdity Administrator DATE: J� 1 � 1 i2 Title: Governor DATE: kv z� STATE OF WASHINGTON ) ss. COUNTY OF ATTEST: WMA"k h nie Courtney"CMC,City k APPROVED AS TO FORM: Ryan Call, City ttome On this day personally appeared before me 1 O d W C V 1 �� to me known to be the r)V e) 10 N �- of ( that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and official seal this ). 4 day of ^ � (�� � 32022. �•``l�fG CHiq��'ya,� NOTgRy :Zx pi/BLIC' XPI ''`����.WAS44 gill 1"i'N. le Notary's signature Notary's printed name Ul v' t Notary Public in and for the State of Washington. My commission expires M Q N L i E PSA — Heartland LLC - 6 - Rev. 7/2021 ` Feder CITY OF CITY HALL Federal Way 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.0yoffederalway. com EXHIBIT A HOUSING ACTION PLAN IMPLEMENTATION STRATEGIES 5 & 6 1. The Contractor shall do or provide the following: PHASE 1: EXISTING CONDITIONS 1.1 Document Review: Review documents pertaining to Contractor analysis (zoning maps, permitting data, mandatory inclusionary regulations, density bonus, MFTE, and impact fees), as directed by City staff. 1.2 Study Area Tour: Driving or biking tour of properties zoned CC-C, CC-F, and BC ("Study Area"), preferably with City staff, to better understand context, challenges, and opportunities. 1.3 Buildable Lands Analysis: Employ improvement value/overall assessed value ratios to determine properties in the Study Area with greatest propensity for development. 1.4 Zoning Review: Review all code sections applicable to multifamily housing development in the BC, CC, and CF zones, including FWRC Sections 3.30, 19.110, 19.220, 19.225, and 19.230. Schedule: All work associated with Phase 1 will be completed by October 1, 2022. PHASE 2: FEASIBILITY/GAP ANALYSIS 2.1 Market Analysis: Assess current market factors in the Study Area as well as projections into 2025 after the new light rail station has opened. This assessment will focus on substantiating key inputs including: • Land Values: Assess capitalized income value for `typical' land uses in the Study Area, which will set a hurdle value by which to judge redevelopment economics in future phases • Lease rates by product type • Cap rates by product type • Supply and demand indicators (vacancy & pipeline) by product type 2.2 Construction Costs: Gather construction costs for desired multifamily development type(s) using a subscription -based estimating tool such as RS Means. 2.3 Residual Land Value Analysis: Utilize inputs from tasks 2.1 and 2.2, along with cost allowances for additional code requirements, such as required open space and permitting and impact fees to develop a residual land value financial model that will determine what a multifamily development can afford to pay for land in the Study Area in comparison to a given property's hurdle value. Assess impact of changes to elements within City's control (regulations and incentives) to positively impact development's ability to pay. Schedule: All work associated with Phase 2 will be completed by December 15, 2022. PHASE 3: COMMUNITY ENGAGEMENT 3.1 Meetings with Property Owners and Developers: After completing the initial residual land value analysis, Contractor will commence the Community Engagement component of the scope, with the intent of soliciting input from existing property owners in the Study Area as well as apartment and condominium developers active in the region (but not necessarily the Study Area), to help further inform Contractor's analysis. These meetings will be conducted on a 1:1 basis between Contractor and the property owners and developers in order to promote candid conversations and will be either in -person or virtual. • Apartment Developers: Contractor will meet with up to three (3) apartment developers that are active in neighboring jurisdictions to ascertain and discuss their interest in developing in Federal Way, what PSA — Heartland, LLC - 7 - Rev. 7/2021 Federal Way CITY OF CITY HALL 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 www.Wyoffederalway. com challenges they have faced in trying to underwrite projects in the Study Area, what challenges they have getting projects to pencil, to solicit input on changes the City could make to improve redevelopment economics, to understand from their perspective what the City is doing right and what could use improvement, and other relevant topics. • Condo Developers: Contractor will meet with up to three (3) condo developers who have worked in neighboring jurisdictions to Federal Way to ascertain and discuss their interest in developing in Federal Way, what challenges they have faced in trying to underwrite projects in the Study Area, what challenges they have getting projects to pencil, to solicit input on changes the City could make to improve redevelopment economics, to understand from their perspective what the City is doing right and what could use improvement, and other relevant topics. • Property Owners: Contractor will meet with up to three (3) property owners in the Study Area (either those with significant land holdings, interest in redeveloping, or both), to ascertain and discuss their interest in developing in Federal Way, what challenges they have faced in trying to underwrite projects in the Study Area, what challenges they have getting projects to pencil, to solicit input on changes the City could make to improve redevelopment economics, to understand from their perspective what the City is doing right and what could use improvement, and other relevant topics. 3.2 Public Meeting Presentations: Contractor will meet with each of the following groups a single time to present Contractor's analysis, findings, and recommendations in a PowerPoint slide deck format (either in -person or online). The presentation will review housing development incentives permitted under state law and current City Code, identify impediments (financial and regulatory gaps/barriers) and the significance of each impediment to housing production in Federal Way, and identify strategies to attract condominium development to increase homeownership opportunities in mixed -use zones. Additionally, the presentation will outline strategies the City can implement to address the identified gaps. • Planning Commission • Land Use and Transportation Committee • City Council Schedule: All work associated with Phase 3 will be completed by December 15, 2022. PHASE 4: IMPLEMENTATION AND MONITORING 4.1 Draft Development Regulations: The City will lead the effort to propose development regulation amendments for adoption. Contractor shall support the City in development regulation amendments as requested by the City. However, City staff and/or the City's attorney shall draft any proposed code changes. 4.2 Policy Audit: The City will lead the effort to identify misalignment between recommendations and Comprehensive Plan policies. Contractor shall support the City in development regulation amendments as requested by the City. However, City staff and/or the City's attorney shall draft any proposed Comprehensive Plan language changes. 4.3 Performance Template: In coordination with City staff, Contractor will prepare a program benchmark template to track the use and effectiveness of the City's development incentive program(s) and annual housing production as a function of reaching adopted City targets. The performance template will be in a format that is compatible with City resources such as Excel or Word. Schedule: All work associated with Phase 4 will be completed by February 1, 2023. PSA — Heartland, LLC - 8 - Rev. 7/2021 CITY Way EXHIBIT B COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www cityoffederalway. com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Ninety Thousand and NO/100 Dollars ($ 90,000.00). 2. Method of Compensation: Compensation shall be provided monthly based on hourly rates for hours worked, as noted in Table A below. Invoices shall include a report that provides a detailed description of project status and progress made toward tasks and deliverables in line that month. Table A Principal $295 Project Manager $200 Assistant Project Manager $195 Graphics $175 PSA — Heartland, LLC - 9 - Rev. 7/2021 AC"RE, CERTIFICATE OF LIABILITY INSURANCE 74/28/2022 E(MM/DD/YYYY) I�� 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 CONTACT NAME; Amber Lohmeier Woodruff -Sawyer Oregon, Inc. PHONE 503 416 7195 FAjX,pp); RR 1050 SW 6th Avenue, Suite 1000 No,En): Portland OR 97204 E-MAIL ess-. alohmeler wo°druffsa er.com INSURERS AFFORDING COVERAGE NAIC# _ License#LVS34Q INSURER A: National Fire Insurance Company of Hartford 20478 INSURED HEARLLC-01 INSURER B : Travelers Casualty and Surety Company of America 31194 Heartland, LLC 1301 First Avenue INSURER C Suite 200 INSURER D - Seattle WA 98101 INSURER E : INSURER F : r`AVPRAr:FC CFRTIFICATF NIIMRFR-[i573R1A3R RFVIRION NUMBER - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL S08R' POLICY EFF POLICY EXP I LIMITS L R / POLICYNUMBER MM/DD/YYYY MM/DD/YYYY 1 A X COMMERCIAL GENERAL LIABILITY Y 6074632512 12/1/2021 12I12022 �_ EACH OCCURRENCE ! $1,000,000 CLAIMS -MADE � OCCUR Stop Gap $1M 'See attached' DAMAGE S RE penes $ 1.000,000 X MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1.000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X RO- POLICY PRO LOC PRODUCTS - COMP/OP AGG $ 2,000,000 I $ OTHER• A AUTOMOBILE LIABILITY 6074632512 12/1/2021 12/1/2022 COMBINEDSINGLELWIT >< cidenE $1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTYOAMAGE r dent $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAR X OCCUR 6074632526 12/1/2021 12/1/2022 EACH OCCURRENCE $ 7,000,000 AGGREGATE $ 7,000,000 EXCESS LIAR CLAIMS -MADE DED I X I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N PER OTH- TAT TE ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? "/'�` (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below B Employee Theft of Client Property 106829298 12/1/2021 12/1/2022 Limit Retention $1,000,000 $5,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Professional Liability Policy No. 1000058077211 12/1/2021 - 12/1/2022 Starr Surplus Lines Insurance Company $5,000,000 Professional Services Limit Each Claim $350,000 Retention Each Loss See Attached... CERTIFICATE HOLDER CANCELLATION City of Federal Way City Hall 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 Lan, Cw _�nlee��t ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: HEARLLC-01 LOC #: aC ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Woodruff -Sawyer Oregon, Inc. Heartland, LLC 1301 First Avenue POLICY NUMBER Suite 200 Seattle WA 98101 CARRIER NAIC CODE EFFECTIVE DATE: IDDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE City of Federal Way, City Hall is included as additional insured as respects General Liability to the extent provided in the attached form. Coverage is Primary and Non-contributory to the extent provided in the attached form. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA SB146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary — Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured — Extended Coverage II. Liability Extension Coverages A. Bodily Injury — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability — Damage to Premises F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED — BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Page 1 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3J. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3J. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: N (1) such person or organization's financial control of you; or N (2) Premises such person or organization owns, maintains or controls while you lease or occupy these N premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Page 3 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) I. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable.because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. N b. Under Liability and Medical Expense Definitions, the following definition is added: N "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily injury" or "property damage;" or (b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury— Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury"that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability — Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire N or explosion) to premises: N (1) rented to you: 0 s (2) temporarily occupied by you with the permission of the owner, or 0 0 (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury — Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation— Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Page 7 of 7 Copyright, CNA All Rights Reserved. Kari Cimmer From: Keith Niven Sent: Wednesday, April 6, 2022 2:01 PM To: 'Doug Larson' Cc: Kari Cimmer Subject: FW: Federal Way HAPI Doug, See email threads below. You are ok to modify the insurance provisions. Please do it in redline format and send the document back (to Kari). We will then route to our Legal department for review before you sign it. thx Keith Niven, AICP, CEcD Planning Manager City of Federal Way (253) 835-2643 From: Brian Davis Sent: Wednesday, April 6, 2022 1:29 PM To: Keith Niven <Keith.Niven@cityoffed eralway.com> Subject: RE: Federal Way HAPI Yes, low -risk service. Brian Davis Community Development Director City of Federal Way From: Keith Niven Sent: Wednesday, April 6, 2022 1:28 PM To: Brian Davis <Brian.Davis@cityaffederalway.com> Subject: FW: Federal Way HAPI See below... please let me know if you are ok adjusting the insurance provision. thx Keith Niven, AICP, CEcD Planning Manager ti� City of Federal Way (253) 835-2643 From: Doug Larson <dlarson@htland.ccm> Sent: Wednesday, April 6, 2022 12:08 PM To: Keith Niven <Keith.Niven@cityoffederalway_.com> Subject: Re: Federal Way HAPI [EXTERNAL EMAIL WARNING] This email originated from outside of the City of Federal Way and may not be trustworthy. Please use caution when clicking links, opening attachments, or replying to requests for information. If you have any doubts about the validity of this email please contact IT Help Desk at x2555. Hi Keith, Our current insurance limits are commercial general liability is $1M each occurrence/$2M Aggregate. Would the City be OK with these limits? If not, we'll have to get a quote from our insurance broker and would assumingly be passing the difference in premium through since the City is the one requiring it. That's our only potential edit. Thanks Doug From: Keith Niven <Keith.Niven@cityoffederalway.com> Date: Sunday, April 3, 2022 at 10:07 AM To: Doug Larson <dlarson@htland.com> Subject: Federal Way HAPI Hey Doug, Put your scope into City boiler plate contract. I also assigned some end dates to the Phases. If you have concern w/ any of those, let's talk. If you have issues w/ the City's boiler plate contract -- let's talk. My understanding is there has not been a lot of give on suggested changes ... just to give you fair warning. thx BUSINESS INFORMATION]0 (j&11) 129 Business Name: HEARTLAND LLC UBI Number: 601 842 347 Business Type: WA LIMITED LIABILITY COMPANY Business Status: ACTIVE Principal Office Street Address: 801 2ND AVE STE 614, SEATTLE, WA, 98104-1599, UNITED STATES Principal Office Mailing Address: 801 2ND AVE STE 614, SEATTLE, WA, 98104-1599, UNITED STATES Expiration Date: 12/31/2022 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 12/31/1997 Period of Duration: PERPETUAL Inactive Date: Nature of Business: PROFESSIONAL, SCIENTIFIC & TECHNICAL SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: DEVA HASSON Street Address: 801 2ND AVE STE 614, SEATTLE, WA, 98104-1599, UNITED STATES Mailing Address: 801 2ND AVE STE 614, SEATTLE, WA, 98104-1599, UNITED STATES GOVERNORS Title GOVERNOR GOVERNOR Governors Type INDIVIDUAL INDIVIDUAL Entity Name First Name MATTHEW DEVA Last Name ANDERSON HASSON H E A RT L A N D CERTIFICATE OF HEARTLAND LLC April 18 , 2022 The undersigned, Douglas Larson, hereby certifies as follows: 1. He is a duly elected, qualified and acting member of the Senior Management Team of Heartland LLC, a Washington limited liability company (the "Company"). 2. The persons whose names appear below (the "Officers") have been duly appointed to, and hold the offices of the Company so indicated, and such persons are authorized and empowered to execute any instruments, agreements and documents necessary or appropriate in connection with the operations of the Company and the entrance by the Company into various transactions: NAME Matthew Anderson Deva Hasson Christopher Fiori Douglas Larson TITLE Principal Principal Principal Principal 3. The signature of an Officer on any transaction document shall be conclusive evidence in favor of every person relying thereon or claiming thereunder that at the time of delivery thereof, the execution and delivery of such instruments were duly authorized by the Company, and that the representative executing such instruments was duly authorized to execute and deliver such instruments. [Remainder of Page Intentionally Left Blank] Heartland Officer's Certificate page I ND:20902.001 4879-5642-9084v1 H E A R T L A N D IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first set forth above. Z]au�.r.�a- �2uew U Douglas Larson, Principal Heartland Officer's Certificate ND: 20902.001 4879-5642-9084A page 2 Heartland Officer's Certificate v 1 Final Audit Report 2022-04-18 Created: 2022-04-18 By: Carrie Christensen (cchristensen@htland.com) Status: Signed Transaction ID: CBJCHBCAABAArLoVTxboxarKnKF9gL1mOvcitkcgk9_F "Heartland Officer's Certificate v 1" History Document created by Carrie Christensen (cchristensen@htland.com) 2022-04-18 - 7:42:02 PM GMT Document emailed to Douglas Larson (dlarson@htland.com) for signature 2022-04-18 - 7:42:37 PM GMT Email viewed by Douglas Larson (dlarson@htland.com) 2022-04-18 - 11:46:25 PM GMT Document e-signed by Douglas Larson (dlarson@htland.com) Signature Date: 2022-04-18 - 11:46:39 PM GMT - Time Source: server 15 Agreement completed. 2022-04-18 - 11:46:39 PM GMT Or Adobe Acrobat Sign 4 Request for Taxpayer Give Form to the Form Identification Number and Certification requester. Do not (Rev. October 2018) Department of the Treasury send to the IRS. Internal Revenue Service ► Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. Heartland, LLC 2 Business nameldisregarded entity name, if different from above `a) 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to following seven boxes. certain entities, not individuals; see a o ® Individual/sole proprietor or ❑ C Corporation ElS Corporation ❑ Partnership ❑ Trust/estate instructions on page 3): 0 ai c single -member LLC Exempt payee code (if any) ao ,� ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► p Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check Exemption from FATCA reporting to if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is code if an ( y) another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC than a o w is disregarded from the owner should check the appropriate box for the tax classification of its owner. ,V N ❑ Other (see instructions)► (Applies to accounts maintained outside the U.S.) fs N 5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional) an 801 2nd Avenue, Suite 614 6 City, state, and ZIP code Seattle, WA 98104 7 List account number(s) here (optional) Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this is generally your social security number ( However, for a late). resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other - m - pntitipc_ it is vnur Pmnlnvpr identification number (EIN). If you do not have a number, see How to aet a TIN, later. Or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and renployer identification number Number To Give the Requester for guidelines on whose number to enter. 9 F1 - 1 8 7 6 7 5 2 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later. Sign Signature of 10/28/2021 Here I U.S. person ■ / Z7l& � Date ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) ACITY OF Federal Way 33325 81h Avenue South, Federal Way, WA 98003 ONew Vendor ❑ Update Form To add your business to our vendor file, or update information. Please complete this form and mail or fax it to the address/fax number below. Business Information (For office use only) VN#: Business Name: Heartland LLC Contact Name: Patrice Bishop -Foster Location Address: 801 2nd Ave, Ste 614 CITY/STATE Seattle/WA Zip Code 98104 Mailing Address (if different): CITY/STATE Zip Code Phone #: f 206 ] 682 - 2500 Fax #: f 3 E-Mail: pbishop-foster@htland.com Businesr TPpe (Please Check One iFfrneration ❑X 9- 1- 1- 8 - 7 - 6 - 7 - 5 - 2 Limited Liability Company Federal ID # (9 digits) Partnership ❑- Federal ID # (9 digits) Government Agency ❑ - - - - - - - Federal ID # (9 digits) Non -Profit ❑ - - - - - - - Federal ID # (9 digits) Sole Proprietor ❑ - - - - - - - Federal ID # (9 digits) or Social Security Number What is the official name registered with the I.R.S. for the above number? If you are not a corporation, is your Business subject to 1099 reporting? ❑ Yes ❑ No State of Washington U.B.I. # 601842347 Federal Way Business License #: see attached Will you provide supplies or services to the City of Federal Way? City of Federal Way Staff/Department Contact Name: Signature (US Person including a US resident alien) ❑ Supplies N Services Date: Apr 28, 2022 For information call: 253.835.2525 or Fax: 253.835.2509 or E-mail: Accountspayable@cityoffederalway.com BUSINESS LICENSE 1 ixn'• r Ft\ -[ L CA "IfsNc•ro\ Issue Date: Apr 15, 2022 Limited Liability Company HEARTLAND LLC HEARTLAND, LLC STE 614 801 2ND AVE SEATTLE WA 98104-1599 UNEMPLOYMENT INSURANCE - ACTIVE TAX REGISTRATION - ACTIVE CITY ENDORSEMENTS: Unified Business ID #: 601842347 Business ID #: 001 Location: 0002 Expires: Dec 31, 2022 INDUSTRIAL INSURANCE - ACTIVE KIRKLAND GENERAL BUSINESS - NON-RESIDENT #OBL22445 - ACTIVE ISSAQUAH GENERAL BUSINESS - NON-RESIDENT - ACTIVE LACEY GENERAL BUSINESS - NON-RESIDENT #202183 - ACTIVE LONGVIEW GENERAL BUSINESS - NON-RESIDENT #338126 - ACTIVE OLYMPIA GENERAL BUSINESS - NON-RESIDENT #37049 - ACTIVE TUKWILA GENERAL BUSINESS - NON-RESIDENT - ACTIVE MERCER ISLAND GENERAL BUSINESS - NON-RESIDENT #190151 - ACTIVE FEDERAL WAY GENERAL BUSINESS - NON-RESIDENT (EXPIRES 4/30/2023) - ACTIVE BURIEN GENERAL BUSINESS - NON-RESIDENT #09745 - ACTIVE BREMERTON GENERAL BUSINESS - NON-RESIDENT #32845 - ACTIVE LICENSING RESTRICTIONS: Not licensed to hire minors without a Minor Work Permit. f�.� 1'I+is durunu+nl li�h she ���i�iatratiuu�, a;sdnraeasents, grid lirrni:cs authurircd hx 1!« lHrtii. Itat"ed ahncr.1Crorlilirtic this cfatnment, the Iicell tee ccFIille.3 the inform a1inn ❑n Iw -ipli r.ii,. `!. a as cttn1l11rte. trtir, "tilrl accurate Ill the hest of his or her kl owledge, and that 1lu5inrss will lt.. ,rl c anclimled in foltlpk1 lju- «•illy alf .rp plicahle W.uhingtutt slate. rn"r I^ UBI: 601842347 001 0002 HEARTLAND LLC HEARTLAND, LLC STE 614 801 2ND AVE SEATTLE WA 98104-1599 STATE OF WASHINGTON UNEMPLOYMENT INSURANCE - ACTIVE INDUSTRIAL INSURANCE - ACTIVE TAX REGISTRATION - ACTIVE KIRKLAND GENERAL BUSINESS - NON-RESIDENT #OBL22445 - ACTIVE ISSAQUAH GENERAL BUSINESS - NON-RESIDENT - ACTIVE LACEY GENERAL BUSINESS - NON-RESIDENT #202183 - ACTIVE LONGVIEW GENERAL BUSINESS - NON-RESIDENT #338126 - ACTIVE OLYMPIA GENERAL BUSINESS - NON-RESIDENT #37049 - ACTIVE TUKWILA GENERAL BUSINESS - Expires: Dec 31, 2022 BUSINESS LICENSE STATE OF 9 WASHINGTON Issue Date: Apr 15, 2022 Limited Liability Company HEARTLAND LLC HEARTLAND, LLC STE 614 801 2ND AVE SEATTLE WA 98104-1599 Unified Business ID #: 601842347 Business ID #: 001 Location: 0002 Expires: Dec 31, 2022 This document lists the registrations, endorsements, and licenses authorized for the business named above. By accepting this document, the licensee certifies the information on the application was complete, true, and accurate to the best of his or her knowledge, and that business will be conducted in compliance with all applicable Washington state, county, and city regulations. Director, Department of Revenue STATE OF WASHINGTON UBI: 601842347 001 0002 HEARTLAND LLC UNEMPLOYMENT INSURANCE - HEARTLAND, LLC ACTIVE STE 614 INDUSTRIAL INSURANCE - ACTIVE 801 2ND AVE TAX REGISTRATION - ACTIVE SEATTLE WA 98104-1599 KIRKLAND GENERAL BUSINESS - NON-RESIDENT #OBL22445 -ACTIVE ISSAQUAH GENERAL BUSINESS - NON-RESIDENT - ACTIVE LACEY GENERAL BUSINESS - NON-RESIDENT #202183 - ACTIVE LONGVIEW GENERAL BUSINESS - NON-RESIDENT #338126 - ACTIVE OLYMPIA GENERAL BUSINESS - NON-RESIDENT #37049 - ACTIVE TUKWILA GENERAL BUSINESS - Expires: Dec 31, 2022 �A i_:11 I I MO'