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10-105.00 Century West Engineering: Transportation Planning SvcsAMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES Century West Engineering Corporation Transportation Planning Services THIS AMENDMENT No. 1 is made to the Agreement for Professional Services dated January 14, 2010 by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City ", and Century West Engineering Corporation, hereinafter "Consultant", and jointly referred to as "parties." Pursuant to Sections 1C and 18 of the Agreement, the parties hereby agree to increase the contract amount for continued transportation planning services. A summary of these modifications is as follows: Original Contract Amount $ 50,000.00 Amendment No. 1 Amount $ 50,000.00 Amended Contract Amount $100,000.00 The remainder of the Agreement will remain unchanged by this Amendment. IN WITNESS WHEREOF, the parties have executed Amendment No. 1 this day of 3, 2010. CITY OF SPOKANE VALLEY: Consultant: Century West Engineering Corp. President REDACTED Tax ID No. APPROVED AS TO FORM: Office odle City Attorn This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. P:\Public Works \Contracting\Amendments To Contracts & Change Orders \Century West Amendment No 1- 2010.Docx ('D10— icc, ATTEST: 7 Christine Bainbridge, City Clerk 2 COPY AGREEMENT FOR PROFESSIONAL SERVICES Contract #10 -005 Century West Engineering Corporation Transportation Planning Services THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Century West Engineering Corporation, hereinafter "Contractor," jointly referred to as "parties." IN CONSIDERATION of the terms and conditions contained herein the parties agree as follows: 1. Work to Be Performed The Consultant will provide all labor, services and material to satisfactorily complete the attached Scope of Services. A. Administration The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Work, schedule and date of completion. Upon notice from the City Manager or designee, Consultant shall continence work, perform the requested tasks in the Scope of Work, stop work and promptly cure any failure in performance under this agreement. B. Representations The City has relied upon the qualifications of the Consultant in entering into this agreement. By execution of this agreement, Consultant represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all current Iaws, rules and regulations which reasonably relate to the Scope of Work. No substitutions of agreed upon personnel shall be made without the written consent of the City. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C. Modifications The City may modify this agreement and order changes in the work whenever necessary or advisable. The Consultant will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the parties. The Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by the City without additional compensation. 2. Term of Contract This agreement shall be in full force and effect upon execution and shall remain in effect until December 31, 2010. Either party may terminate this agreement by ten days written notice to the other party. In the event of such termination, the City shall pay the Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation The City agrees to pay the Consultant on a time and materials basis up to an amount not exceeding $50,000 in accordance with the attached Schedule of Fees and as full compensation for everything done under this Agreement. Contract # 10 -005 - Transportation Planning Services — Century west Engineering Corporation - #5 Page I of 7 4. Payment The Consultant shall be paid monthly upon presentation of an invoice to the City. Applications for payment shall be sent to the City Clerk at the below stated address. The City reserves the right to withhold payment under this agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Work, City Standards, City ordinances and federal or state standards. 5. Notice Notice shall be given in writing as follows: TO TILE CITY: TO THE CONTRACTOR: Christine Bainbridge, City Clerk Dennis D. Fuller, P.E., President (509)921 -1000 (509) 838 -3810 11707 East Sprague Ave, Suite 106 1825 N. Hutchinson Road, 2' d Floor Spokane Valley, WA 99206 Spokane Valley, WA 99212 6. Applicable Laws and Standards The parties, in the performance of this agreement, agree to comply with all applicable Federal, State, local Iaws, ordinances, and regulations. 7. Relationship of the Parties It is understood, agreed and declared that the Consultant shall be an independent Consultant and not the agent or employee of the City, that the City is interested in only the results to be achieved, and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of the Consultant. Any and all employees who provide services to the City under this agreement shall be deemed employees solely of the Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this agreement and any liability that may attach thereto. 8. Ownership of Documents All drawings, plans, specifications, and other related documents prepared by the Consultant under this agreement are and shall be the property of the City, and may be subject to disclosure pursuant to RCW 42.56 or other applicable public record laws. 9. Records The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of the Consultant's records with respect to all matters covered in this contract. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this contract for a period of three years from the date final payment is made hereunder. 10. Insurance The Consultant shall procure and maintain for the duration of the agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. No Limitation. Consultant's maintenance of insurance as required by the agreement shall not be construed to Iimit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non - owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office Contract #10 -005 -Transportation Planning Services— Century Nest Engineering Corporation -A5 Page 2 of 7 (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 3, Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: I. The Consultant's insurance coverage shall be primary insurance as respect the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. Cancellation of Consultant's insurance shall be governed by either: a. the policy shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty days prior written notice by certified mail, return receipt requested, has been given to the City, or K the Consultant shall provide at least 30 days prior written notice by certified mail, return receipt requested of a cancellation. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANIT. Contract #10 -005 - Transportation Planning Services — Century west Engineering Corporation - #5 Page 3 of 7 E. Evidence of Coverage. As evidence of the insurance coverages required by this contract, the Consultant shall furnish acceptable insurance certificates to the City at the time the Consultant returns the signed contract. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self - insured retentions, and/or self - insurance. 11. Indemnification and Hold Harmless The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, caused by Consultant's breach of any term or provision of this Agreement, or any negligent or wrongful act or omission by Consultant in the performance of this Agreement. The City shall defend, indemnify and hold the Consultant, its directors, officers, agents, and employees harmless from any and all claims, injuries, damages, losses or suits including attorney fees, caused by City's breach of any term or provision of this Agreement, or any negligent or wrongful act or omission by City in the performance of this Agreement. 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 Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant 's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW solely for the purposes of this indemnification. The Consultant waives immunity under Title 51 RCW from claims, suits and damages from Consultant's employees. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of the agreement. 12. Waiver No officer, employee, agent or other individual acting on behalf of either party has the power, right or authority to waive any of the conditions or provisions of this agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either party to enforce at any time any of the provisions of.this agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this agreement or any part thereof. 13. Assignment and Delegation Neither party shall assign, transfer or delegate any or all of the responsibilities of this agreement or the benefits received hereunder without first obtaining the written consent of the other party. 14. Subcontracts Except as otherwise provided herein, the Consultant shall not enter into subcontracts for any of the work contemplated under this agreement without obtaining prior written approval of the City. 15. Confidentiality Consultant may, from time to time, receive information which is deemed by the City to be confidential. Consultant shall not disclose such information without the express Contract #10 -005 - Transportation Planning Services — Century west Engineering Corporation - #5 Page 4 of 7 written consent of the City or upon order of a Court of competent jurisdiction. 16. Jurisdiction and Venue This agreement is entered into in Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 17. Cost and Attorney's Fees In the event a lawsuit is brought with respect to this agreement, the prevailing party shall be awarded its costs and attorney's fees in the amount to be determined by the Court as reasonable. Unless provided otherwise by statute, Consultant's attorney fees payable by the prevailing party shall not exceed the total sum amount paid under this agreement. 18. Entire Amenaent This written agreement constitutes the entire and complete agreement between the parties and supercedes any prior oral or written agreements. This agreement may not be changed, modified or altered except in waiting signed by the parties hereto. 19. Anti- ldckback No officer or employee of the City, having the power or duty to perform an official act or action related to this agreement shall have or acquire any interest in this agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this agreement. 20. Business Registration Prior to commencement of work under this agreement, Consultant shall register with the City as a business. 21. Severability If any section, sentence, clause or phrase of this agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this agreement. 22. Exhibits Exhibits attached and incorporated into this agreement are: 1. Scope of Work 2. Schedule of Fees 3. Insurance Certificates WITNESS E REOF, the parties have executed this agreement this � _ day of , 2010. .PtONFIE V LEY: Consultan r City Manager President Tax ID No _ REDACTED ATTES : APPROVED AS TO FORM: Wn jff h - Bainbridge. City Clerk Office of e City Attorney This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Contract #10 -005 -1 Municipal Code (SVMC) 2.75.080; and obtain judicial review Page 5of7 pursuant to RCW 42.56.550. Exhibit 1 Scope of `York Transportation Planning Services Background and Purpose The City of Spokane Valley currently has a vacant, part-time (0.4 FTE) Senior Engineer (Planning/Grants) position. This position assists the Senior Capital Projects Engineer with the development of the Six Year Transportation Improvement Program (TIP) and the development of state and federal grant applications for street capital projects. Rather than filling this position with a part -time employee, the City desires to contract with a qualified consultant to provide transportation planning support services. Transportation Planning Services Consultant support services entail the designation of an engineer with transportation planning experience to work with city staff and provide day -to -day support in the development of the city's TIP and street project grant applications. The type of support services includes, but is not limited to, the following: Six -Year TIP Development of the Amended 2010 TIP and the 2011 -2016 Six Year TIP Project List: including review of the following: • volumetcapacity ratios based on Spokane regional traffic models • number, location, and type of collisionshnjuries /fatalities • existing and forecast intersection levels of service • existing pavement conditions • increased areas of development and re- development within the city and in areas adjacent to the city • adjacent jurisdiction street projects that cross city boundaries • proposed street maintenance activities • full -width paving associated with Spokane County's STEP Six Year TIP Develop planning -Ievel cost estimates including: Cost Estimates: • description of proposed improvements • number of proposed lanes • proposed intersection improvements • pedestrian/bicycle improvements • ADA requirements • drainage facilities • project limits maps • project estimate • right -of -way acquisition costs • other appropriate items Six Year TIP Review project selection criteria of local, state, and federal grant programs; Funding identify grant funding program(s) for each project. Grant programs shall include, Proposals: but not be limited to, the following: • WA State Transportation Improvement Board (TIB) Corridor Completion Initiative (CCI) Urban Arterial Program (UAP, previously AIP) Urban Corridor Program (UCP, previously TPP) Contract #10 -005 - Transportation Planning Services — Century 'Vest Engineering Corporation - #5 Page 6 of 7 Sidewalk Program (SP, previously PSMP) e Freight Mobility /Strategic Investment Board (FMSIB) • Federal Aid Program Bridge (BR) Surface Transportation Program (STP) Congestion Management /Air Quality Funds (CMAQ) Transportation Enhancement Program Emergency Relief Intersection and Corridor Safety • WSDOT Safe Routes to School Program Pedestrian and Bicycle Safety Program Regional Mobility Grant Program • Spokane Transit Authority (STA) Bus related street improvements • Community Development Block Grants (CDBG) Low - Moderate Income area improvements • Washington Utilities and Transportation Commission (WUTC) Grade Crossing Protective Fund Also help identify potential funding partners such as adjacent jurisdictions and/or private developers. Six Year TIP Develop the Six Year TIP Report consisting of Report • project phases (PE, RW, and CN) • sorted by year • identifying major funding source(s) • include necessary information for STIP software. Grant Assist in the preparation of state and federal grant applications including Applications: information such as: • existing structural pavement condition • existing and proposed levels of service (LOS) • existing and proposed traffic volumes • system continuity • project funding • alternative mode accessibility • transportation concurrency • economic growth and development • urban accident analysis /annual benefit • public support /participation • environmental enhancements/historical preservation • freight mobility • GMA information/support Contract #08 -012 - Transportation Planning Services — Century Nest Engineering Corporation Page 7 of 7 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled " Consultant Fee Determination Summary Sheet contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Cllanffi- 47497 4CENTWES ACORD CERTIFICATE OF LIABILITY INSURANCE 01104, a 0 PRODUCER Willis of Oregon, Inc. CALIC #0464609 503 224 -4155 } 222 SW Columbia Suite - 600 Portland, OR 97201 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC N INSURED Century West Engineering Corporation 6650 SW Redwood Lane #350 Portland, OR 97224 INSURERA: Hartford Casualty Insurance Co. 29424 INSURER B: Twin City Fire Ins Co 29459 INSURER c: Lexington Insurance Company 19437 INSURER D: Hartfor Underwriters Ins 30104 INSURER E: $10,000 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. S TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE P DATE ( MMD) ION LTR N D M D DATE M1DD LIMITS A GENERAL LIABILITY 52SBAPR2754 08/01/09 06/01/10 EACH OCCURRENCE $1000000 X COMMERCIAL GENERAL LIABILITY DAMAGE T eENTEO $30D.000 CLAIMS MADE 7 OCCUR MED EXP (Any one Person) $10,000 X WA Stop Gap PERSONAL &ADVINJURY $1,000,000 GENERAL AGGREGATE $2.000,000 GEMI. AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGO $2000000 POLICY P RO - LOC D AUTOMOBILE LIABILITY 52UECUM6899 08101/09 06/01/10 COMBINED SINGLE INGLELIMIT $1,000,000 X ANYAUTO BODILY INJURY $ ALL OWNED AUTOS SCHEDULED AUTOS (Per person) BODILY INJURY $ X HIREDAUTOS X NON -OWNED AUTOS (Pereccldent) PROPERTYDAMAGE $ (Peraccfdent) GARAGE LIABILITY AUTO ONLY- EAACCIDENT $ OTHER THAN EA ACC S 1 11 ANY AUTO $ AUTO ONLY: AGO A EXCESSIUMBRELLA LIABILITY 52SBAPR2754 06101/09 08/01110 EACH OCCURRENCE $5000000 AGGREGATE $5,000,000 11 OCCUR Fi CLAIMS MADE S $ DEDUCTIBLE $ X RETENTION $ 10000 B WORKERS COMPENSATION AND 52WECNQ9327 10/01/09 10/01/10 )( WCS IMIT 0 E,L. EACH ACCIDENT $500000 EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNERIEXECUTTVE OFFICERIMEMBEREXCLUDED? E.L. DISEASE - EA EMPLOYEE $500,000 E.L. DISEASE - POLICYLIMIT $500,000 yes, S PRONA SPECIAL PROVISIOIO NS be4cv S C OTHER Professional 7881645 04/15/09 04/15/10 $1,000,000 Per Claim Liability $2,000,0 0 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS RE: Contract #10-005 - Transportation Planning Services The City of Spokane Valley, It's officers, employees and agents are Included as additional insured with respects to general liability where required by written contract and subject to policy terms conditions and exclusions. his policy shall be primary and non contributory. 10 days notice of cancellation applies for non payment of premium. City of Spokane Valley 11707 East Sprague Ave„ #106 Spokane, WA 99206 LO ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 'AD_ DAYS WRITTEN Z TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL iE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR ACORD 25 (2001/08) 1 of 2 #S659005/M659000 GSTAN v Avvmw wr%rvrtml Iti" 1000 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of insurance on the reverse side of this form does not constitute a contract between the issuing Insurer(s), authorized representative or producer, and the certificate holder, nor does It affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 -5 (2001108) 2 of 2 #S6590051M659000 �EN`fi RY EST F,NGI .RING CORPORATION L 'ep Itt�l�G.._7_E1._R�O,.U.'G H_ -�E.� �F E_C T31�V E_...5 0 L U';T [ ONS„ •, -�- r' January 14, 2010 City of Spokane Valley 11707 E. Sprague Ave. Suite 106 Spokane Valley, 99206 Attention: Steve Worley Regarding: Insurance Coverage Dear Steve: As you know our insurance carrier is reluctant to modify the standard ACORD form with regard to the cancellation policy. Our policy provides for 30 days notice from the insurance company to Century West of cancellation with some unlikely and exceptional events being excepted. This letter is to provide the City with Century West's assurance that we will provide the City the requested 30 day's notice of cancellation of any insurance coverage required and provided for our contracts with the City of Spokane Valley. Please tali if you have any further questions or concerns. Sincerely, W NG CORPORATION P.E. President 1825 N. Hutchinson Rd., 2nd Floor Spokane, Washington 99212 phone: (509) 838 -3810 fax: (509) 624 -0355 Client#: 47497 ACORD CERTIFICATE OF LIABILITY INSURANCE 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 /06 /MIDD/YYYY) 08106/2010 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Willis of Oregon, Inc. CALIC#0464609 (503) 224 -4155 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 222 SW Columbia Suite - 600 POLICY EXPIRATION DATE MM/DD/YY LIMITS Portland, OR 97201 INSURERS AFFORDING COVERAGE NAIC # INSURED CENTURY WEST ENGINEERING CORPORATION INSURERA: Hartford Casualty Insurance Co. 29424 INSURER B: TWIN CITY FIRE INS CO 29459 6650 SW REDWOOD LANE #350 INSURER c: Travelers Casualty Ins Co of Am 31194 PORTLAND, OR 97224 INSURER D: HARTFORD UNDERWRITERS INS CO 30104 INSURER E: s300000 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. S LTR NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MMIDD/YY POLICY EXPIRATION DATE MM/DD/YY LIMITS A GENERAL LIABILITY 52SBAPR2754 08/01110 08/01/11 EACH OCCURRENCE $1 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED s300000 CLAIMS MADE 51 OCCUR MED EXP (Any one person) $10,000 PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE $2 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG s2 POLICY PRO ECT LOC J D AUTOMOBILE LIABILITY X ANY AUTO 52UECUM6899 08/01/10 08/01/11 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X HIREDAUTOS X NON - OWNEDAUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG A EXCESS /UMBRELLA LIABILITY 52SBAPR2754 08/01/10 08/01/11 EACH OCCURRENCE $5.000.000 X OCCUR FI CLAIMS MADE AGGREGATE s5,000,000 $ DEDUCTIBLE $ X RETENTION $ 10000 B WORKERS COMPENSATION AND 52WECNQ9327 10/01/09 10/01/10 WC STA IT OTH- CRY ER EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $500,000 E.L. DISEASE - EA EMPLOYEE $500,000 OFFICERIMEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $500,000 C OTHER Professional 105430323 04115/10 04/15/11 $1,000,000 Per Claim Liability $2,000,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS RE: Contract #10 -005 - Transportation Planning Services The City of Spokane Valley, it's officers, employees and agents are named additional insured with respects to general liability where required by written contract and subject to policy terms conditions and exclusions. (See Attached Descriptions) City of Spokane Valley 11707 East Sprague Ave., Suite 106 Spokane, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL -in DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR AUTHORIZED RE ACORD 25 (2001108) 1 of 3 #S702394/M702373 4MVAN o ACORD CORPORATION 1988 tl ,-) io -(0S IMPORTANT If.the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-S (2001/08) 2 of 3 #S702394/M702373 DESCRIPTIONS (Continued from Page 1) This policy shall be primary and non contributory. 10 days notice of cancellation applies for non payment of premium. AMS 25.3 (2001108) 3 of 3 #S702394/M702373 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, Written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased 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 equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury ", "property damage" or except such operations performed "personal and advertising injury at the vendor's premises in arising out of operations performed for connection with the sale of the the state or municipality; or product; (2) "Bodily injury' or "property damage" (g) Products which, after distribution included in the "product- completed or sale by you, have been labeled operations" hazard. or relabeled or used as a container, part or ingredient of any 7. Additional Insured — Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part "bodily Subparagraphs d () or (fl; or provides coverage for injury" or "property damage" included within the (ii) Such inspections, "products- completed operations hazard ". adjustments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to subject to the following additional exclusions: make or normally undertakes to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured — Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional. Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 1 • "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard ", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard ". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an .additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with respect to their liability as co -owner of the premises shown in the Declarations. (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement ". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form: 4. "Auto" means a land motor vehicle, trailer or semi - trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment ". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 ICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 10 7 2010 'ER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS I OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES NCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED IE CERTIFICATE HOLDER. 1DDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to ' iin policies may require an endorsement. A statement on this certificate does not confer rights to the nts. POLICY EFF MM/DD/YYYY CONTACT LIMITS NAME: PHONE FAX No t 03 -224 -4 A/C No: 1 5 5 y E -MAIL 6800279T799 10/1/2010 ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A:Travelers Indemnity Company o 25666 TWES INSURER B:TraV r Company 565 INSURER C : AIF Corporation 1 ion INSURER D:Travelers Casualty Iris CO of 31194 INSURER E: INSURER F: $ 10,000 PERSONAL & ADV INJURY ,ATE NUMBER: 1922045439 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. NR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DDIYYYY LIMITS A GENERAL LIABILITY y 6800279T799 10/1/2010 0/1/2011 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence) 300,000 $ CLAIMS - MADE FI OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $1,000,000 X wA Stop Gap GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $2,000,000 $ POLICY X PRO- LOC - A AUTOMOBILE LIABILITY BA0283T611 10/1/2010 0/1/2011 Ea accident $1,000,000 BODILY INJURY (Per person) S X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Peraccident $ NON -OWNED HIRED AUTOS AUTOS B X UMBRELLA LIAB X OCCUR CUP3538T674 10/1/2010 0/1/2011 EACH OCCURRENCE $5,000,000 AGGREGATE s5,000,000 EXCESS LIAB CLAIMS -MADE DED IX I RETENTION$ 10, 000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? 1 N/A 754555 10/1/2010 0/1/2011 X W>✓STATU- OTH- E.L. EACH ACCIDENT $500,000 E.L. DISEASE - EA EMPLOYE $500,000 (Mandatory in NH) If yyes, describe under DESCRIPTIONOF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $500,000 D Professional Liability 105430323 /15/2010 /15/2011 $1,000,000 Per Claim $2,000,000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) F2E: Contract #10 -005 - _Transportation Planning Servicee The City of Spokane Valley, it's officers, employees and agents are named additional 'insured with respects to general liability where required by written contract and subject to policy terms conditions and exclusions. his policy shall be primary and non contributory. City of Spokane Valley 11707 East Sprague Ave Suite 106 Spokane WA 99206 -0000 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 lll1%..101� ©1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD r .r. COMMERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section 11): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury", "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products- completed operations hazard ". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. INSURANCE (Section 111) for this Coverage Part. B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part 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 addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance ". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): 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 injury' arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- C age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services ". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF CG D3 81 09 07 © 2007 The Travelers Companies, Inc. Page 1 Of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission. COMMERICAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- sonal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. Page 2 Of 2 © 2007 The Travelers Companies, Inc. CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with its permission..