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12-041.00 GeoEngineers: Sprague Ave ReconstructionLocal Agency Consultant/Address/relephone GeoEngineers, Inc. Standard Consultant Agreement 523 East Second Avenue Spokane, WA 99202 509 -363 -3125 ® Architectural /Engineering Agreement ❑ Personal Services Agreement Agreement Number 12 -010 Project Title And Work Description Sprague Ave. Reconstruction Federal Aid Number Inspection and Testing Services Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount $ ❑ Cost Pius Fixed Fee Overhead Progress Payment Rate Overhead Cost Method El Actual Cost DBE Participation ❑ Yes ®No Federal ID Number or Social Security Number ❑Actual Cost Not To Exceed ❑ Fixed Overhead Rate % Do you require a 1099 for IRS? Completion Date Fixed Fee $ ❑ Yes ® No Total Amount Authorized $ 58,383.00 ® Specific Rates Of Pay ® Negotiated Hourly Rate El Provisional Hourly Rate '. Management Reserve Fund $ 5,838.30 ❑ Cost Per Unit of Work Maximum Amount Payable $ 64,221.30 Index of Exhibits (Check all that apply). ® Exhibit A -1 Scope of Work ❑ Exhibit A -2 Task Order Agreement ❑ Exhibit B -1 DBE Utilization Certification ❑ Exhibit C Electronic Exchange of Data ❑ Exhibit D -1 Payment - Lump Sum ❑ Exhibit D -2 Payment - Cost Plus ® Exhibit D -3 Payment - Hourly Rate ❑ Exhibit D -4 Payment - Provisional ❑ Exhibit E -1 Fee - Lump/Fixed/Unit ® Exhibit E -2 Fee - Specific Rates ❑ Exhibit F Overhead Cost ❑ Exhibit G Subcontracted Work ❑ Exhibit G -1 Subconsultant Fee ❑ Exhibit G -2 Fee -Sub Specific Rates ❑ Exhibit G -3 Sub Overhead Cost ® Exhibit H Title VI Assurances ® Exhibit I Payment Upon Termination ofAgreement ® Exhibit J Alleged Consultant Design Error Procedures ® Exhibit K Consultant Claim Procedures ❑ Exhibit L Liability Insurance Increase ® Exhibit M -la Consultant Certification ® Exhibit M -1b Agency Official Certification ® Exhibit M -2 Certification - Primary ❑ Exhibit M -3 Lobbying Certification ❑ Exhibit M -4 Pricing Data Certification ❑ App. 31.910 Supplemental Signature Page THIS AGREEMENT, made and entered into this +L day o 2 O) ?� between the Local Agency of City of Spokane Valley ashi on, hereinafter called the "AGENCY', and the above organization hereinafter called the "CONSULTANT ". DOT Form 140 -089 EF Revised 312008 Page 1 of 8 WIIZ -vLAI WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT, and WHEREAS, the CONSULTANT represents that he /she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. II Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A' attached hereto and by this reference made a part of this AGREEMENT. III General Requirements All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUBCONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT- assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan ". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports, PS &E materials, and other data furnislied to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT, A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit `D" attached hereto, and by reference made part of this AGREEMENT. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the request of the AGENCY'S PROJECT Manager. VI Sub - Contracting The AGENCY permits sub - contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub - consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub - consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non -salary costs and fixed fee costs for the sub- consultant shall be substantiated in the same manner as outlined in Section V. All sub - contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011. The CONSULTANT shall not sub - contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub - contracting shall create, between the AGENCY and sub- contractor, any contract or any other relationship. A DBE certified sub - consultant is required to perform a minimum amount of their sub - contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. VII Employment The CONSULTANT warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3 of 8 third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part -time basis, or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. Vill Nondiscrimination During the performance of this contract, the CONSULTANT, for itseliy its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 2000d through 2000d -4a) Federal -aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100 -259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a final payment shall be made to the CONSULTANT as shown in Exhibit "I" for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. Page 4 of 8 In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY'S concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY find it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided, however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J", and disputes concerning claims will be conducted under the procedures found in Exhibit "W'. XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated in the county in which the AGENCY is located. Page 5 of 8 XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT, provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the PROJECT. Subject to the processing of a new sole source, or an acceptable supplemental agreement, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit IV'. In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6 of 8 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fully complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMENT in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly. C. The CONSULTANT must submit any `request for equitable adjustment", hereafter referred to as "CLAIM", under this clause within thirty (30) days from the date ofreceipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVl Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVII Certification of the Consultant and the Agency Attached hereto as Exhibit "M -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit `M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M -3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M-4" Certificate of Current Cost or Pricing Data. Exhibit "M -3" is required only in AGREEMENTS over $100,000 and Exhibit 19A -4" is required only in AGREEMENTS over $500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terns hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each ofwhich shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terms and conditions thereof. Page 7 of 8 In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown In the nExecution Data° box on page one (1) of this AGREEMENT. By BY — Consultant GeoEngineers, Inc . Agency City of Spokane Valley DOT Form 110.080 EF RoAsed 3/2008 Page 8 of 8 Exhibit A -1 Scope of Work Project No. 0115 Documents To Be Furnished By The Consultant Daily repnrf -q to dricliment results of field testS, nbseryntionc anal diseuggions gl3 plimble to the rro ect and lahoratory test recnitc_ A final letter report cnmmariAniz n1ig rntionR, test reSnitq, And oZ iniop5 reaardin e n #rators, general compliance with the 13njent plane and cnecifications DOT Form 140.089 EF Exhibit A-1 Revised 8105 GWENGINEER� 523 East Second Avenue Spokane, Washington 99202 509.363.3125 March 5, 2012 City of Spokane Valley 11707 East Sprague Avenue, Suite 106 Spokane Valley, Washington 99206 Attention: Pete Fisch Engineering Technician II -Capital Projects /Project Manager Subject: Revised Proposal Special Inspection and Testing Services Planned Sprague Avenue Reconstruction between Evergreen Road and Sullivan Road Spokane Valley, Washington File No. 11264- 026 -00 INTRODUCTION We are pleased to present this revised proposal to the City of Spokane Valley for special inspection and testing services during the planned Sprague Avenue reconstruction project. The project includes reconstructing six traffic lanes between Evergreen Road and Sullivan Road in Spokane Valley, Washington. We understand the new pavement section will consist of 6 inches of hot mix asphalt (HMA) over 8 inches of crushed rock base course (CRBC). We further understand that the project consists of grinding the existing asphalt concrete pavement, and stripping and stockpiling the underlying crushed rock. The processed asphalt and existing crushed rock will be recycled for use as CRBC. The lower 4 inches of the CRBC section will consist of the recycled asphalt overlain by 4 inches of recycled crushed rock. Additional improvements will include four new traffic signal poles, electrical utility installation, stormwater facility upgrades, and new concrete curbs, gutters and sidewalks. To accommodate an existing business owner, an approximate 6,000- square -foot HMA parking lot also will be constructed near the southeast corner of the intersection of Progress Road and Sprague Avenue. SCOPE OF SERVICES Our services will be provided in general accordance with the guidelines contained in the American Association of State Highway and Transportation Officials (AASHTO), WSDOT Standard Specifications, the .e; -,may 7 5`4 - - - ..., s+ n...... �.....: s. �..�......a...rYa....�ma'rS.W.. S«......+. s.. t+..-.. 4. e�. 4, wws... A'. �.: s.. rw�i' u'. f.... r .i.»wvwG�...e+w�..n�r.ro.n..�w +w City of Spokane Valley i March 5, 2012 Page 2 City of Spokane Valley guidelines for arterial urban streets, the American Concrete Institute (ACI) and ASTM International (ASTM) standards, as applicable. Our specific scope of services will include: 1. Earthwork and Hot Mix Asphalt Testing - Includes periodic in -place density testing of: structural fill at road subgrade; CRBC; crushed rock surfacing for curb, gutter, sidewalks, and parking lot; and fill placed within utility and storm drain trenches. We also will conduct density testing during HMA placement for road construction on a continuous basis. In conjunction with the City of Spokane Valley, we also will conduct a "performance specification" of the recycled asphalt. The purpose of the performance specification is to provide a method of evaluating relative density of the base course. We also will conduct a correlation of nuclear gauge densities with Hot Mix Asphalt (HMA) cores in general accordance with WSDOT SOP 730. 2. Reinforced Concrete Testing and Inspection - Includes: mix design review; periodic reinforcing steel placement inspection; field testing for slump, unit weight, entrained air and temperature; and continuous inspection during placement of structural concrete for light pole bases, and curbs, gutters and sidewalks. We will collect five cylinders per set per concrete placement. 3. Sample collection - We will collect and transport structural fill samples and concrete cylinders obtained from the project sites to our laboratory in Spokane, Washington. HMA samples will be collected from the site and batch plant, as appropriate, and analyzed by a qualified laboratory under subcontract to GeoEngineers. 4. Laboratory testing - Includes laboratory compaction and gradation analyses of structural fill, and unconfined compression testing of concrete cylinders collected during placement. The HMA samples will be analyzed for theoretical maximum Rice density, oil content, aggregate gradation, fracture face, sand equivalent, volumetrics including volume of air voids (Va), voids in the mineral aggregate (VMA), and voids filled with asphalt (VFA). In addition, the HMA cores densities will be determined in general accordance with applicable WSDOT specifications. In accordance with project specifications, HMA sample results will be available by 7:00 am the morning following collection. 5. Daily field reports - DFRs will be prepared by our technicians to document results of field tests, observations and discussions applicable to the project. Laboratory test results will be provided as data are developed. 6. Project Management - Includes field report review, field staff scheduling, budget management, and final report preparation as described below. 7. Final Report - At the conclusion of our services, we will provide a final letter report summarizing our observations, test results, and opinions regarding the contractor's general compliance with the project plans and specifications, as the contractor's work pertains to our scope. SCHEDULE, TERMS, CONDITIONS AND FEE ESTIMATE We understand this project is on an accelerated schedule which includes substantial completion within 52 working days. We also understand that standard construction hours will be from 6:00 am until 8:00 pm, Monday through Friday. Because of potential disruption of nearby business owners, the schedule will likely include some night and weekend shifts. As previously discussed with you, GeoEngineers will be on site an average of 6 hours per day during earthwork construction and concrete placement activities, and continuously during HMA placement. GEOENGINEERS� File No. 11264 - 026-00 DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Table 1. Estimate of Fees" 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. Exhibit D -3 Payment (Negotiated Hourly Rate) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibit "E" and "F" attached hereto and by this reference made part of this AGREEMENT. The rates listed shall be applicable for the first twelve (12) month period and shall be subject to negotiation for the following twelve (12) month period upon request of the CONSULTANT or the AGENCY. If negotiations are not conducted for the second or subsequent twelve (12) month periods within ninety (90) days after completion of the previous period, the rates listed in this AGREEMENT, or subsequent written authorization(s) from the AGENCY shall be utilized. The rates are inclusive of direct salaries, payroll additives, overhead, and fee. The CONSULTANT shall maintain support data to verify the hours billed on the AGREEMENT. 2. Direct Non - Salary Costs: Direct Non - Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and sub - consultant costs. a. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205 -46 "Travel Costs" b. The billing for Direct Non - Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. C. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. d. All above charges must be necessary for the services provided under this AGREEMENT. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work." DOT Form 1d 3!099 EF Exhibit 0-3 4. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XN, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. 5. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly billing shall be supported by detailed statements for hours expended at the rates established in Exhibit "E ", including names and classifications of all employees, and billings for all direct non - salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT'S employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. 6. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion ofthe work under this AGREEMENT, contingent upon receipt of all PS &E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment; which the-CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall not, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (3 0) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. 7. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three (3) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The three pages entitled "Exhibit E -2 / Schedule of Charges - 2012" contain confidential cost and rate data and are 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. Exhibit H Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: Compliance with Regulations: The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "), which are herein incorporated by reference and made a part of this AGREEMENT. 2. Non - discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds ofrace, color, sex, or national origin in the selection and retention of sub - consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub - consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub - contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to non - discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions for Non - compliance: In the event of the CONSULTANT'S non - compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or, • Cancellation, termination, or suspension of the AGREEMENT, in whole or in part DOT Form 140.068 EF ExhIbft H ReNsed 6/05 C b. incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement as the AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non- compliance. Provided, however, that in the even# a CONSULTANT becomes involved in, or is threatened with, litigation with a sub - consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Exhibit i Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant (Refer to Agreement, Section IX) Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalay costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. DOT Form 140 -089 EF Exhibit I Revised 8105 Exhibit J Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care. In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1— Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the first step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Highways and Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 - Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design errors) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 — Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub - consultants) deemed appropriate for the alleged design error(s) issue. Step 4 — Attempt to Resolve Alleged Design Error with Consultant After the meetings) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this point. It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced from the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to lirovide H &LP, through the Region DOT Form 140.089 SF kxh[Wt J Revised 6105 Local Programs Engineer, a summary of the settlement for review and to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step S. Step 5 — Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H &LP for their review and consultation with the FHWA. H &LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, H &LP will request assistance from the Attorney General's Office for legal interpretation. H &LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. H &LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation. Exhibit K Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claim(s) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1-- Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional services that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following; • Summation of hours by classification for each firm that is included in the clam, • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; • Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and • Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 -- Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Highways and Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Highways and Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. DOT Form 940.089 EF Exhibit K Revised 8105 If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Step 3 — Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does /does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 — Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Highways and Local Programs and FHWA regarding final settlement ofthe claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step S — Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim (s) and rationale utilized for the decision. Step 6 -- Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. I hereby certify thatI am representative of the firm of Exhibit M -1(a) Certification Of Consultant Project No. 0115 Local Agency and duly authorized GeoEngineers, Inc, whose address is 523 East Second Avenue, Spokane, WA 99202 and that neither Inor the above firm I here represent has: (a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure the AGREEMENT; (b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the sei vices of any firm or person in connection with carrying out this AGREEMENT; or (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with procuring or carrying out this AGREEMENT, except as hereby expressly stated (if any); I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. I 3 za2/ 01,2-- Date DOT Form 140.089 EF Exhibit M-1 (a) Revised e105 Sfgna re Exhibit M -1(b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of City of Spokane Valley , Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain, or agree to employ to retain, any film or person; or (b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Date DOT Form 140 -089 EF Uilbtt M -1 (b) Revised 8106 Signature Exhibit M -2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters- Primary Covered Transactions The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fiaud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction ofrecords, making false statements, or receiving stolen property; C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) Nvith commission of any of the offenses enumerated in paragraph (1) (B). of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. IL Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Consultant (Firm): GeoEngineers, Inc. 3 ZZ zatz (Date) DOT Form 140 -080 V Exhibit M -2 Revised 0 /05 (ognature) President or AuKorized Official of Consultant Ac,ioR °® CERTIFICATE OF LIABILITY INSURANCE page 1 of IF 03/21/20 2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les)must 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 Willie of Seattle, Inc. c/o 26 Century Blvd. P. 0. Box 305191 Nashville, TN 37230 -5191 PHONE 877 -945 -7378 ( 888- 467 -2378 E -MAIL certificates@willis.com INSURER(S )AFFORDING COVERAGE NAIC # INSURER A: Travelers Property Casualty Company of Am 25674 -003 /31/2011 INSURED GeoPsngiaeers, Inc. INSURER B: Travelers Property Casualty Company of Am 25674 -002 INSURERC:Wausau Underwriters Insurance Company 26042 -001 523 East 2nd Avenue Spokane, WA 99202 INSURER D: INSURER E: INSURER F: $ 5 000 PERSONALBADVINJURY COVERAGES CERTIFICATE NUMBER: 17545017 REVISION NUMBER:See Remarks 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 TYPEOFINSURANCE DD' SUB pOLICYNUMBER POLICY EFF POLICY EXP LIMITS A GENERAL LIABILITY Y 660533DIS64TIL11 /31/2011 3/31/2012 EACH OCCURRENCE $ 11000,000 PREMISES Eaoccurence $ 100,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR MED EXP (Anyone person) $ 5 000 PERSONALBADVINJURY $ 11000,000 GENERALAGGREGATE $ 2.000.000 GEN'LAGGREGATELIMITAPPLIESPER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY X PRO- LOC $ $ AUTOMOBILE LIABILITY Y 810532D8375TIL11 /31/2011 2012 3 31 / / OMBINEDSINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY(Per person) $ X ANYAUTO ALLOWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Peraccident) $ HIREDAUTOS NON -OWNED AUTOS PROPER DAMAGE (Peraccident) $ A X UMBRELLALIAB X OCCUR CUP532DS375TIL11 /31/2011 3/31/2012 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 EXCESS LIAB CLAIMS -MADE DED I X RETENTION$ 10,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y ANY PROPRIETOR/PARTNER/EXECUTIVE � NIA WCJZ91451667011 /31/2011 3/31/2012 X C O - E.L. EACH ACCIDENT $ 11000,000 OFFICER/MEMBER EXCLUDED? rrMandatorynNH) Ifyes, describe under DESCRIPTIONOFOPERATIONSbelow E.L. DISEASE -EA EMPLOYEE $ 1,000,000 E.L,DISEASE- POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach Acord 101, Addltonal Remarks Schedule, If more space Is required) THIS VOIDS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE DATED: 10/21/2011 WITH ID: 16829180 WA Stop Gap, USL &H and Maritime Employers Liability Endorsement included under Workers' Compensation coverage evidenced above. City of Spokane Valley is included as an Additional Insured as respects to General Liability and Auto Liability policies. lrtKI11-IL;A1 t I'1ULUr-K UANL;t:LLAI IUN 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 City of Spokane Valley 11707 E Sprague, Suite 106 Spokane Valley, WA 99206 Coll a 3672583 Tn1 :1237074 Cart :17545017 n 1988 -2010 ACORD CORPORATION_ All rights reserved, ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD o� a_ r e I� e= o= i� Policy 660533D1564TIL11 CO.."NERICAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following Is added to SECTION II — WHO iS AN INSURED: Any person or organization that you agree In a "written contract requiring Insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for •bodily Injury", "property damage" or "personal injury"; and b. If, and only to the extent that the injury or damage is caused by acts or omissions of you or your subcontractor In the performance of "your work" to which the "written contract requiring Insurance" applies. The person or organization does not qualify as an additional Insured with respect to the independent acts or omissions of such person or organization. The Insurance provided to such additional Insured Is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liab€Illy required by the "written contract requiring Insurance", the in- surance provided to the additional Insured shall be limited to the limits of liability required by that 'written contract requiring insurance". This endorsement shall not increase the limits of Insurance described in Section Ill — Lfmils Of insurance. d. This Insurance does not apply to the render - Ing of or failure to render any "professional services" or construction management errors or omissions. This insurance does not apply to "bodily In- jury" or 'property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring Insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional Insured ap- plies only to such "boldly Injury' or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- qufring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional Insured is excess over any valid and collectible "other in• surance ", whether primary, excess, contingent or on any other basis, that Is available to the addi- tional insured for a loss we cover. However, If you specifically agree in the "written contract requiring Insurance' that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this Insurance Is primary to "other insurance" available to the additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance ". But this Insur- ance provided to the additional insured still Is ex- cess over any valid and collectible "other insur- ance", whether primary, excess, contingent or on any other basis, that Is available to the additional insured when that person or organization is an additional insured under any "other insurance'. 3. The following is added to SECTION IV — COM- MERCIAL GENERAL LIABILITY CONDITIONS: Duties Of An Additional Insured As a condition of coverage provided to the addi- tional Insured: a. The additional Insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should Include: CG D414 04 08 0 2DD8 The Travelers Companies, Iro. Pagel of 2 COMMERICAL GENERAL. LIABId) 31 C. d. 1. How, when and where the "occurrence' or offense took place; if. The names and addresses of any injured persons and witnesses; and Iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. If a claim Is made or "suit" Is brought against the additional insured, the additional insured muss: I. Immediately record the specifics of the claim or "suit" and the date received; and if. Notify us as soon as practicable. The additional Insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "su r', cooperate with us in the Investigation or settlement of the claim or defense against the "suit% and oth- erwise comply with all policy conditions. The additional insured must tender the de- fense and indemnity of any cialm or "suit" to any provider of other insurance which would C cover the additional Insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional Insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named Insured. 4. The following Is added to the DEFINITIONS Sec - tlon: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional Insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal In- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contractor agreement is In effect; and c. Before the end of the policy period. Page 2 of 2 0 2008 Th@ Travelers Qampardes, im CO D4 14 04 08 POLICY NUMBER: 810532D8375TIL11 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective Countersigned By: 3/31/2011 Named Insured: (Authorized Representative) GeoEn ineers, Inc. SCHEDULE Name of Person(s) or Organization(s): ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED TO INCLUDE AS AN ADDITIONAL INSURED ON THIS COVERAGE FORM IN A WRITTEN CONTRACT OR AGREEMENT THAT IS SIGNED AND EXECUTED BY YOU BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS AND THAT IS IN EFFECT DURING THE POLICY PERIOD. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section 11 of the Coverage Form. Verify Workers' Comp Premium Status - Employer Liability Certificate Washington State Department of 0 Labor and Industries Q = ,. Q Department of Labor and Industries Employer Liability Certificate Date: 03/13/2012 UBI #: 600 375 010 Legal Business Name: Account #: 429,351 -00 'Doing Business As' Name: GEOENGINEERS INC Page 1 of 1 Employer Liability Certificate Estimated Workers Reported: Quarter 4 of Year 2011 "Greater than 100 Workers" (See Description Below) Workers' Comp Premium Status: Account is current. Firm has voluntarily reported and paid their premiums. Licensed Contractor? Yes License: GEOENI* 110JE Expire Date: 5/9/2013 Account Representative: T2 / KATHY WITHERS (360)902 -4829V - Email: WITE235 @lni.wa.gov What does "Estimated Workers Reported" mean? Estimated workers reported represents the number of full time position requiring at least 480 hours of work per calendar quarter. A single 480 hour position may be filled by one person, or several part time workers. Industrial Insurance Information Employers report and pay premiums each quarter based on hours of employee work already performed, and are liable for premiums found later to be due. Industrial insurance accounts have no policy periods, cancellation dates, limitations of coverage or waiver of subrogation (See RCW 51.12.050 and 51.16.190). https: // fortress. wa. gov/ lni/ crpsi /AcctInfoPrint.aspx ?Accountld= 42935100 &AccountManag... 3/13/2012 �1 A� ° CERTIFICATE OF LIABILITY INSURANCE INSR ITR page 1 of 1 03/27/20 2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis of Seattle, Inc. c/o 26 Century Blvd. NAME PHONE . 877 - 945 -7378 FAx 888 - 467 -2378 E -MAIL certificates@willis . com P. O. Box 305191 Nashville, TN 37230 -5191 INSURER(S)AFFORDING COVERAGE NAIC# EACH OCCURRENCE INSURERA:Travelers Property Casualty Company of Am 25674 -003 $ 100,000 INSURED GeoEngineers, Inc. INSURERB:Travelers Property Casualty Company of Am 25674 -002 INSURERC:Wausau Underwriters Insurance Company 26042 -001 523 East 2nd Avenue Spokane, WA 99202 INSURER D: MED EXP (Anyone person) INSURER E: PERSONAL &ADV INJURY $ 11000,000 INSURER F: COVERAGES CERTIFICATE NUMBER: 17S6o16e RPVICInKI IVIIMRCR• 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 ITR TYPE OF INSURANCE DD' SUB POLICY NUMBER POLICY EFF POLICY EXP LIMITS A GENERAL LIABILITY Y 660533D1564TIL12 3/31/2012 3/31/2013 EACH OCCURRENCE $ 11000,000 DAMAGE TO RENTED PREMISES Eaoccurence $ 100,000 X COMMERCIAL GENERAL LIABILITY CLAIMS -MADEa OCCUR MED EXP (Anyone person) $ 5,000 PERSONAL &ADV INJURY $ 11000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY X PRO LOC $ $ AUTOMOBILE LIABILITY y 810532D8375TIL12 3/31/2012 3/31/2013 COaaBINEDj SINGLE LIMIT $ 1,000,000 X BODILY INJURY(Per person) $ ANYAUTO ATO AUUTOS S SCHEDULED AUTOS BODILY ( ) $ HIREDAUTOS NON -OWNED AUTOS PROPERTYDAMAGE (Per accident) $ $ A X UMBRELLA LIAB X OCCUR CUPS32DS375TIL12 /31/2012 3/31/2013 EACHOCCURRENCE $ 11000,000 EL,, AGGREGATE $ 11000,000 XCESS LIAB CLAIMS -MADE ED I RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE a OFFICER/MEMBER EXCLUDED? N/A WCJZ91451667012 3/31/2012 3/31/2013 X CS A - OTH- E.L. EACH ACCIDENT $ 11000,000 E.L. DISEASE - EA EMPLOYEE $ 11000,000 Mandatory in NH) fyes,describe under E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below I DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach Acord 101, Additonal Remarks Schedule, if more space is required) WA Stop Gap, USL &H and Maritime Employers Liability coverage is included under Workers, Compensation coverage evidenced above. City of Spokane Valley is included as an Additional Insured as respects to General Liability and Auto Liability policies. City of Spokane Valley 11707 E Sprague, Suite 106 Spokane Valley, WA 99206 ACORD 25 (2010/05) 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 Coll:3678187 Trn1:1419357 Cert:17560166' ©1 0 ACORD CORPORATION_ All rinhtc rpsarvorl The ACORD name and logo are registered marks of ACORD POLICY NUMBER: P- 810- 532D8375 -TI L 1L COMMERCIAL AUTO ISSUE DATE: 3 -31 -2012 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not after coverage provided in the Coverage Form. SCHEDULE Name of Person(s) or Organization (s): ANY PERSON OR ORGANIZATION THAT YOU ARE REQUIRED TO INCLUDE AS AN ADDITIONAL INSURED ON THIS COVERAGE FORM IN A WRITTEN CONTRACT OR AGREEMENT THAT IS SIGNED AND EXECUTED BY YOU BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS AND THAT IS IN EFFECT DURING THE POLICY PERIOD (If no miry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent °= that person or organization qualifies as an "insured" undeF the Who Is An Insured Provision contained in Section [I, of the Coverage Form. o= CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 001037 m— o o. o= n– Policy #: 660533D1564TIL12 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION 11 – WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is limited as follows: c. In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance ", the in- surance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance ". This endorsement shall not increase the limits of insurance described in Section III – Limits Oflnsurance. d. This insurance does not apply to the render- ing of or failure to render any "professional services" or construction management errors or omissions. e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a, of SEC- TION iV – COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to "other insurance" available to the additional in- sured which covers that person or organization as a named insured for such loss, and we will not share with that 'other insurance ". But this insur- ance provided to the additional insured still is ex- cess over any valid and collectible 'other insur- ance", whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any "other insurance ". 3. The following is added to SECTION iV – COM- MERCIAL GENERAL, LIABILITY CONDITIONS: Duties Of An Additional insured As a condition of coverage provided to the addi- tional insured: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D4 14 04 08 © 2008 The Travelers Companies, Inc. 005872 Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit ", cooperate with -us in the investigation or settlement of the claim or defense against the "suit ", and oth- erwise comply with all policy conditions_ d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured, 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; 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 0 2008 The Travelers Companies, inc. CG D414 04 08