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12-065.00 GeoEngineers: Sprague & Herald Environmental Site Assessment Ph 1AGREEMENT FOR PROFESSIONAL SERVICES GeoEngineers, Inc. THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and GeoEngineers, Inc., hereinafter "Consultant," 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 shall 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 Services, schedule and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services, 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 laws, rules and regulations which reasonably relate to the Scope of Services. No substitutions of agreed -upon personnel shall be made without the prior written consent of the City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient compensation for its timely provision of all professional services required to complete the Scope of Services under this Agreement. 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. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. 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 completion of all contractual requirements have been met as determined by the City. Consultant shall complete its work within 30 days of execution of this Agreement, unless the time for performance is extended in writing by the Parties. Agreement for Professional Services Page 1 of 6 elo(E, 0(0 Either Party may terminate this Agreement for material breach after providing the other Party with at least ten days' prior notice and an opportunity to cure the breach. The City may, in addition, terminate this Agreement for any reason by ten days' written notice to the Consultant. In the event of termination without breach, 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 an amount not to exceed $5,000.00 as full compensation for everything done under this Agreement. Consultant shall not perform any extra, further or additional services for which it will request additional compensation from the City without a prior written agreement for such services and payment therefore. 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 Services, City standards, City Code, and federal or state standards. 5. Notice. Notice shall be given in writing as follows: TO THE CITY: Name: Christine Bainbridge, City Clerk Phone Number: (509) 921 -1000 Address: 11707 East Sprague Ave, Suite 106 Spokane Valley, WA 99206 TO THE CONSULTANT: Name: Bruce Williams Phone Number: (509) 363 -3125 Address: 523 East Second Avenue Spokane, WA 99202 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant's designs, construction documents, and services shall conform with all applicable federal, state and local statutes and regulations in effect during the terms of this Agreement 7. Relationship of the Parties. It is understood, agreed and declared that the Consultant shall be an independent contractor, 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. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of the City. The City shall be permitted to retain these documents, including reproducible camera - ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. The City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement, provided Agreement for Professional Services Page 2 of 6 that the Consultant shall have no liability for the use of the Consultant's work product outside of the scope of its intended purpose. 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 Agreement. 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 Agreement 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, employees or subcontractors. 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 (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: 1. The Consultant's general and auto liability insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute Agreement for Professional Services Page 3 of 6 with it. 2. Consultant shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VH (A:V for professional liability). E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, the Consultant shall furnish acceptable insurance certificates to the City at the time the Consultant returns the signed Agreement. 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, at its sole expense, defend, indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of negligent or wrongful acts of Consultant, Consultant's agents, subcontractors, subconsultants and employees in the performance of this Agreement, to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Consultant's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City's agents or employees, and (b) Consultant, Consultant's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Consultant, Consultant's agents, subcontractors, subconsultants and employees. Consultant's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, reimbursement for City's personnel - related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim- related expenses to the extent of Consultant's actual, proportional indemnification obligation as determined by a court of law. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity by the provisions of this Addendum extends only to claims against Consultant by City, and does not include, or extend to, any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 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 a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement for Professional Services Page 4 of 6 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. 1.5. Confidentiality. Consultant may, from time to time, receive information which is deemed by the City to be confidential. Consultant shall not disclose such information to any persons other than Consultant's employees, agents, representatives or Subconsultants on a need to know basis without the prior express 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. Disputes between the City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at the City's request, be joined as a party in any arbitration proceeding between the City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s) decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 17. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert witness fees). 18. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified or altered except in writing signed by the Parties hereto. 19. Anti - kickback. 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 Services 2. Insurance Certificates Agreement for Professional Services Page 5 of 6 The Parties have executed this Agreement this day of May, 2012. CITY OF SPOKANE VALLEY Mike Jack so i Manager ATTEST: Ic- stine Bainbridge, CONSULTANT: �lj �lJ �h i ry� •{r S Y� Its: Authorized Representative APPROVED AS TO FORM: Offt6e of Oe City A:tt6rrey Agreement for Professional Services Page 6 of 6 GEOENGINEERS� 523 East Second Avenue Spokane, Washington 99202 509.363.3125 April 18, 2012 City of Spokane Valley 11707 East Sprague Avenue, Suite 106 Spokane Valley, Washington 99206 Attention: Cary Driskell Subject: Proposal Phase I Environmental Site Assessment Vacant Lot at Sprague and Herald Spokane Valley, WA File No. 11264- 027 -00 INTRODUCTION GeoEngineers is pleased to present this proposal to perform a Phase I environmental site assessment (ESA) of the vacant property at Sprague Avenue and Herald Road in Spokane Valley, Washington. We understand that the City of Spokane Valley is considering purchase of the subject property. We further understand that the results of this Phase I ESA will be used as part of your evaluation of potential environmental liabilities associated with ownership of the subject property. The approximate 8 -acre property is located on the northeast corner of Sprague Avenue and Herald Road, and includes four tax parcels: 45174.9053, 45174.9054, 45174.9055, and 45174.9056. SCOPE OF SERVICES The purpose of this Phase I ESA is to identify recognized environmental conditions' (RECs) in connection with the subject property. Our scope of services is in general accordance with ASTM International (ASTM) Standard E 1527 -05 for Phase I ESAs and the U.S. Environmental Protection Agency's (EPA's) Federal Standard 40 CFR Part 312 "Standards and Practices for All Appropriate Inquiries (AAI)." The services 11 Recognized Environmental Conditions are defined in ASTM E1527 -05 as "the presence or likely presence of any hazardous substances or petroleum products on a property under conditions that indicate an existing release, a past release, or a material threat of a release of any hazardous substances or petroleum products into structures on the property or into the ground, groundwater or surface water of the property. The term includes hazardous substances or petroleum products even under conditions in compliance with laws. The term is not intended to include de minimis conditions that generally do not present a material risk of harm to public health or the environment and that generally would not be the subject of an enforcement action if brought to the attention of appropriate governmental agencies." City of Spokane Valley I April 18, 2012 Page 2 described below will be completed by, or under the direction of, an environmental professional as described in 40 CFR Part 312. Our specific scope of services for the Phase I ESA is as follows: 1. Review readily available geotechnical reports, environmental reports and /or other relevant documents pertaining to environmental conditions at the subject property. 2. Review the results of a federal, state, local and tribal environmental database search provided by an outside environmental data service for listings of properties with known or suspected environmental concerns on or near the subject property within the search distances specified by ASTM. Our database and file review search will include a check for and review of publications or reports on EPA and Washington State Department of Ecology (Ecology) websites concerning area -wide soil and groundwater contamination on or adjacent to the subject property. 3. Review regulatory agency files regarding listed properties of potential environmental concern relative to the subject property. 4. Identify a key site manager with specific knowledge of past and present property use and request that the key site manager meet a GeoEngineers' representative on -site for an interview during the visual site reconnaissance and /or an interview by telephone if he or she is not available during the site reconnaissance. Identify and interview others familiar with the use and history of the subject property, as available and appropriate, including representatives of current occupants that likely use, store, treat, handle or dispose of hazardous substances now or in the past. 5. Interview current owners or occupants of neighboring properties only as necessary to gather information or fill site property use data gaps regarding the subject property or if the subject property is abandoned and no owner or occupant interviews can be conducted. 6. Interview past owners and occupants of the subject property as necessary to gather information or fill property use data gaps regarding property use history. 7. Interview a representative of the local fire department, health department, and /or Ecology as necessary to gather information or fill data gaps regarding the history of the subject property and surrounding properties relative to the likely presence of hazardous substances. 8. Review historical aerial photographs, fire insurance maps, building department records, city directories, chain -of -title reports, and land use and tax assessor records, as available and appropriate, to identify past development history on and adjacent to the subject property relative to the possible use, generation, storage, release or disposal of hazardous substances. We will attempt to identify uses of the subject property from the present back to the time that records show no apparent structures on the property, back to the time that the property was first used for residential, agricultural, commercial, industrial or governmental purposes, or back to 1940, whichever is earliest. 9. Review current United States Geological Survey (USGS) topographic maps to identify the physiographic setting of the subject property and provide a statement on the local geologic, soil and groundwater conditions based on our general experience and sources such as geologic maps and soil surveys. 10. Conduct a visual reconnaissance of the subject property and adjacent properties to identify visible evidence of RECs. C i GEOENGINEER� File No. 11264 -027 -00 City of Spokane Valley I April 18, 2012 Page 3 11. Identify the source(s) of potable water for the subject property and current heating and sewage disposal system(s) used at the subject property, if any, and their age if readily available. 12. Identify data gaps relative to the Phase I ESA study findings. 13. Provide a written summary of the Phase I ESA results and identified RECs along with our opinion and recommendations regarding the potential for contamination by hazardous substances at the subject property and the significance of any data gaps identified. We request that you complete the brief questionnaire at the end of this proposal and provide a copy of the completed questionnaire to us as soon as possible. Our scope of services does not include an environmental compliance audit or an evaluation for the presence of lead -based paint, toxic mold, polychlorinated biphenyls (PCBs) in light ballasts, radon, lead in drinking water, asbestos - containing building materials or urea - formaldehyde insulation in on -site structures or debris or other potentially hazardous building materials. Soil, surface water or groundwater sampling and chemical analysis are not included as part of this scope of services. Our scope of services does not include an assessment of vapor intrusion into structures on the property per ASTM Standard E 2600 -08. If requested, we can provide additional information regarding these services. We request that you provide the names and phone numbers of key individuals with knowledge of property use history of the subject property, a map showing the boundaries of the subject property and tax ID numbers for parcels included within the subject property. Additionally, we request that you provide us with the following helpful information, if readily available, prior to the start of our study: (1) copies of any past ESA and /or audit reports; (2) environmental permits; (3) registrations for underground and aboveground storage tanks; (4) material data safety sheets for hazardous substances used or stored on the subject property (if any); (5) community right -to -know plans pertaining to the subject property; (6) safety plans pertaining to on -site facilities; (7) reports regarding geotechnical and /or hydrogeologic conditions; (8) notices of environmental violations and /or environmental liens or property use restrictions; (9) specialized knowledge or experience and commonly known information of which you are aware regarding the subject property and related environmental conditions; and (10) explanation for any significant difference between purchase price and market value, if the subject property is not known to be contaminated. SCHEDULE, TERMS AND BUDGET Our services will be completed in accordance with the terms described in our General Conditions, which are attached and form a part of this proposal. Please review our General Conditions carefully and advise us if you have any questions or desire to modify the terms of our agreement. Our services will be completed within approximately three to four weeks after receiving authorization to proceed. The time that it takes to complete a Phase I ESA is highly dependent on the availability of required information from outside sources. At a minimum, we will provide you with verbal results based on the work completed to date by May 16, 2012 if a written report cannot be completed by that date. The fee for our services will be on a lump sum basis $5,000. This estimate is valid for 30 days from the date of this proposal. GEOENGINEER� File No. 11264 -027 -00 City of Spokane Valley I April 18, 2012 Page 4 Our lump sum fee is based on our assumptions that no meeting with you, other than our telephone conversations, will be required to complete our services and that our written report will be issued final without revision. It is possible that our research may indicate a need to modify the scope of services in order to evaluate property history or conditions more thoroughly. We will keep you informed of project status and advise you if it appears appropriate to modify the scope and budget. LIMITATIONS GeoEngineers' Scope of Services specifically excludes the investigation, detection or assessment of the presence of Biological Compounds that are deemed Pollutants in or around any structure. Accordingly, this report includes no interpretations, recommendations, findings or conclusions for the purpose of detecting, assessing or abating Biological Pollutants. The term "Biological Pollutants" includes, but is not limited to, molds, fungi, spores, bacteria and viruses, and /or any of their byproducts. Our services are for the exclusive use of the City of Spokane Valley and their authorized agents. There are no intended third parry beneficiaries arising from the services described in this proposal and no parry other than the party executing this proposal shall have the right to legally rely on the product of our services without prior written permission of GeoEngineers. Any Third Party requesting the right to place legal reliance on the instruments of service produced by GeoEngineers under this agreement shall be required by GeoEngineers to sign a Third Party Reliance Letter. The provisions of the letter shall include a requirement for third parry to agree to the same limitations in scope and any limitations in liability negotiated between GeoEngineers and client in this Agreement. GEOENGINEER� File No. 11264027 -00 City of Spokane Valley I April 18, 2012 Page 5 OPTIONAL: Client's oral authorization to initiate services shall be considered by both panties as formal acceptance of all the terms and conditions of this Agreement unless otherwise agreed to in writing by Client and GeoEngineers. We appreciate the opportunity to assist you with this project. Please call if you have any questions regarding this submittal. Yours very truly, GeoEngineers, Inc. /Scot rL en, PE Environmental Engineer SHL:BDW:jlr:tlm Attachments: Phase I ESA User Questionnaire General Conditions — Standard 2012 One copies submitted Bruce D. Williams Managing Principal The parties hereto have made, executed and agreed to this Agreement as of the day and year first above written. By signature below, Client accepts the scope of services and all terms described herein. In addition, Client's signature shall constitute as authorization to proceed on the date listed below Client's printed /typed name unless such authorization has been separately provided verbally or in writing. City of Spokane Valley ORGANIZATION * SIGNATURE DATE TYPED OR PRINTED NAME *Individual with contracting authority. Proprietary Notice: The contents of this document are proprietaryto GeoEngineers, Inc. and are intended solelyfor use by our client to evaluate GeoEngineers' capabilities and understanding of project requirements as they relate to performing the services proposed fora specific project. Copies of this document or its contents may not be disclosed to any other parties without the written consent of GeoEngineers. Disclaimer: Any electronic form, facsimile or hard copy of the original document (email, text, table, and /or figure), if provided, and any attachments are only a copy of the original document. The original document is stored by GeoEngineers, Inc. and will serve as the official document of record. Copyright© 2012 by GeoEngineers, Inc. All rights reserved. Please return one signed copy of this agreement for our files. Thank you. GEOENGINEERS� File No. 11264 -027 -00 City of Spokane Valley I April 18, 2012 PHASE I ESA USER QUESTIONNAIRE CITY OF SPOKANE VALLEY VACANT LOT AT SPRAGUE AND HERALD SPOKANE VALLEY, WASHINGTON GEI FILE NO: 11264- 027 -00 Page 1 of 2 In order to qualify for one of the federal landowner liability protections, and to enable us to fully address the objectives of the Phase I ESA, please complete the questionnaire below and provide the additional information requested. 1. Are you aware of any environmental cleanup liens against the subject property that are filed or recorded under federal, tribal and state or local law? ❑ YES ❑ NO ❑ DON'T KNOW Explain: 2. Are you aware of any Activity and Use Limitations (AULs), such as engineering controls, land use restrictions or institutional controls, that are in place at the subject property and /or have been filed or recorded in a registry under federal, tribal, state or local law? ❑ YES ❑ NO ❑ DON'T KNOW Explain: 3. As the user of this Phase I ESA, do you have any specialized knowledge or experience related to the subject property or nearby properties? For example are you involved in the same line of business as the current or former occupants of the property or an adjoining property so that you would have specialized knowledge of the chemicals and processes used by this type of business? ❑ YES ❑ NO ❑ DON'T KNOW Explain: 4. Does the purchase price being paid for the subject property reasonable reflect the fair market value of the property? ❑ YES ❑ NO ❑ DON'T KNOW Explain: a. If you conclude that there is a difference and you answered NO above, have you considered whether the lower purchase price is because contamination is known or believed to be present at the property? ❑ YES ❑ NO ❑ DON'T KNOW Explain: 5. Are you aware of commonly known or reasonably ascertainable information about the subject property that would help us identify conditions indicative or releases or threatened releases? For example, a. Do you know the past uses of the property? ❑ YES ❑ NO ❑ DON'T KNOW Explain: b. Do you know of specific chemicals that are present or once were present on the property? ❑ YES ❑ NO ❑ DON'T KNOW Explain: c. Do you know of spills or other chemical releases that have taken place at the property? ❑ YES ❑ NO ❑ DON'T KNOW Explain: d. Do you know of any environmental cleanups that have taken place at the property? ❑ YES ❑ NO ❑ DON'T KNOW Explain: 6. Based on your knowledge and experience related to the subject property, are there any obvious indicators that point to the presence or likely presence of contamination at the property? ❑ YES ❑ NO ❑ DON'T KNOW Explain: GEOENGINEER� File No. 11264 -027 -00 City of Spokane Valley I April 18, 2012 User Questionnaire Completed By (Name and Organization): Date: Page 2 of 2 List of Requested Information, If Available • Names and phone numbers of key individuals with knowledge of property use history. • A map showing the boundaries of the subject property. • Tax ID numbers for parcels included within the subject property. • Copies of any past environmental site assessment and /or audit reports or risk assessment studies. • Environmental permits. • Registrations for underground and aboveground storage tanks (if any). • Material data safety sheets for hazardous substances used or stored on -site (if any). • Community right -to -know plans pertaining to the subject property. • Safety plans pertaining to on -site facilities. • Reports regarding geotechnical and /or hydrogeologic conditions at or near the subject property. • Notices or other correspondence from any governmental agency relating to past or current violations of environmental laws with respect to the subject property or relating to environmental liens encumbering the property. • Recorded Activity Use Limitations (AULs) GEOENGINEERS� File No. 11264 -027 -00 GENERAL CONDITIONS Definitions The words and phrases listed below have the following meanings when used in this Agreement "Agreement" means the complete agreement between Client and GeoEngineers, and consists of all of the following: 1) The Services Agreement or Proposal, including the Scope of Services contained within it; 2) These General Conditions and its attached Schedule of Charges, as applicable; 3) Any documents expressly incorporated by reference into the Services Agreement, Proposal or General Conditions; 4) Any modifications to this Agreement, if mutually agreed to by the parties in writing. "Client" means the individual(s) or entity that has entered into this Agreement with GeoEngineers. "GeoEngineers" means GeoEngineers, Inc., a Washington corporation, and any of its employees, officers and directors. GeoEngineers is sometimes referred to as "us," "we" or "our' throughout this Agreement "Hazardous Materials" means any toxic substances, chemicals, radioactivity, pollutants or other materials, in whatever form or state, known or suspected to impair the environment in any way whatsoever. Hazardous Materials include, but are not limited to, those substances defined, designated or listed in any federal, state or local law, regulation or ordinance concerning hazardous wastes, toxic substances or pollution. "Scope of Services" means the sum total of all of our activities and all of the Instruments of Service undertaken or provided pursuantto this Agreement. "Excluded Services" means those services that we are not providing under this Agreement, which includes any services recommended to Client and which Client chooses not to include in our Scope of Services. Integrated Written Agreement This Agreement represents the entire and integrated agreement between Client and GeoEngineers and supersedes all prior communications, negotiations, representations or agreements, either written or oral between the parties. No agreement or understanding varying or extending this Agreement shall bind either party, other than by a subsequent written agreement, signed by Client and GeoEngineers. Conflicts Terms and Conditions proposed by Client that conflict with those contained in this Agreement shall not be applicable unless expressly agreed to in writing by both parties. Standard of Care and Warranty Disclaimer GeoEngineers will endeavor to perform its professional services with that degree of care and skill ordinarily exercised under similar conditions by professional consultants practicing in the same discipline at the same time and location. No warranty or guarantee, either express or implied, is made or intended by this Agreement or by any report, opinion, or other Instrument of Service provided pursuant to this Agreement. Client Furnished Information and Obligations Client will provide GeoEngineers with the following: a description of the property; the locations of any underground utilities, facilities or structures on or adjacent to the property which could impact our work; and the nature and location of any known or suspected hazardous materials that may exist on the property. Client understands that GeoEngineers is not responsible for damages to underground utilities, facilities or structures known by Client to exist and not specifically or correctly identified to us, and Client agrees to indemnify GeoEngineers for these damages to the extent provided in the INDEMNIFICATION section of these GENERAL CONDITIONS. GeoEngineers is neither responsible nor liable for the creation, existence, or presence of any hazardous materials, including asbestos, present at the work site prior to or during the performance of this Agreement, except any hazardous materials generated solely by us, our agents or subcontractors. Additionally, the Client shall furnish, at the Client's expense, all information, requirements, reports, data, surveys, and instructions required by this Agreement. GeoEngineers may use such information, requirements, reports, data, surveys and instructions in performing the services and is entitled to rely upon their accuracy and completeness. Permits and Agency Arrangement If included in the Scope of Services, GeoEngineers will assist Client in applying for necessary permits and licenses. Client may, upon written acceptance by GeoEngineers, designate GeoEngineers as its agent for the purposes of drafting permit and /or license applications. GeoEngineers' agency authority under this arrangement shall be limited solely to the completion and submission of the permit and /or license applications. GeoEngineers will rely upon data collected by and information provided by Client in preparing the applications. GeoEngineers shall not be responsible for errors or inaccuracies contained in data and information supplied by Client. Client shall assume full responsibility for reviewing, understanding and signing all permit and license applications drafted by GeoEngineers. Client waives any claim against GeoEngineers relating to errors or inaccuracies in data and information provided by Client and permit - related project delays caused by other parties, including, but not limited to Client, project opponents, and permitting or licensing agencies. Rights of Entry Unless otherwise agreed to in writing, Client will provide for right of entry and any authorizations needed for us to enter upon property to perform our Services under this Agreement. Surface and Subsurface Disturbance GeoEngineers will take reasonable precautions to minimize surface and subsurface disturbance. However, in the normal course of exploratory work some surface disturbance may occur, the restoration of which is not part of this Agreement unless specifically included in our Scope of Services. Discovery of Hazardous Materials "Unanticipated hazardous materials" are any hazardous materials that may exist at the project site, but which this Agreement does not identify as present and whose existence is not reasonably anticipated. The discovery of unanticipated hazardous materials will constitute a changed condition that will require renegotiation of the Scope of Services or termination of this Agreement. The discovery of unanticipated hazardous materials may necessitate that we take immediate protective measures. If we discover unanticipated hazardous materials, we will notify Client as soon as practicable. Based on our professional judgment, we may also implement protective measures in the field. Client will pay the cost of any such additional protective measures. Client is responsible for reporting releases of hazardous substances to appropriate government agencies as required by law. Client waives any claim against GeoEngineers relating to the discovery of unanticipated hazardous materials and will indemnify GeoEngineers to the extent provided in the INDEMNIFICATION section of these GENERAL CONDITIONS. Off -site Disposal of Hazardous Materials Client acknowledges that GeoEngineers is not and shall not be required to be in any way an 'arranger', 'operator', or 'transporter' of hazardous materials present or near the project site, as these terms are defined in applicable Federal or State Statutes. In addition, Client shall sign all manifests for the disposal of substances affected by regulated contaminants. However, if the parties mutually agree that GeoEngineers sign such manifests and /or to hire for Client a contractor to transport, treat, or dispose of the hazardous materials, GeoEngineers shall do so only as Client's agent Client agrees to defend, indemnify, and hold harmless GeoEngineers, its officers, directors, employees and agents from any claim, suit, arbitration, or GeoEngineers, Inc. Is an Affirmative Action and Equal Opportunity Employer GeoEngineers - General Conditions - Standard 1 2012 (rev 12/27/11) GEOENGINEER� GeoEngineers — General ConditionsStandard 1 2012 (rev 12/27/11) administrative proceeding, damages, penalties or liability that arise from the executing of such manifests on Client's behalf. Further, GeoEngineers will, at Client's request, help Client identify appropriate alternatives for off -site treatment, storage, or disposal of such substances, but GeoEngineers shall not make any independent determination about the selection of a treatment, storage, or disposal facility. Unanticipated and Changed Conditions Actual subsurface conditions may vary from those encountered at the specific locations where GeoEngineers conducts its surveys or explorations. We can only base our site data, interpretations and recommendations on information reasonably available to us. Practical and reasonable limitations on available data will result in some level of uncertainty, and therefore risk, with respect to the interpretation of environmental, geological and geotechnical conditions even when we have followed the standard of care. The discovery of unanticipated or changed conditions may require renegotiation of the Scope of Services or termination of services. GeoEngineers reserves the right to solely determine the continued adequacy of this Agreement in light of any discovery of conditions that were not reasonably anticipated or known at the time of this Agreement. If we determine that renegotiation is necessary, GeoEngineers and Client will in good faith enter into renegotiation of this Agreement to permit us to continue to meet Client's needs. If Client and GeoEngineers cannot agree on new terms, we reserve the right to terminate this Agreement and receive payment from Client for all services performed and expenses incurred up to and including the date of termination. Underground utilities that are not properly indicated on plans and specifications provided to GeoEngineers by others or not reasonably located by the utility owner will be considered a changed condition under this clause. Site Safety GeoEngineers will maintain a safety program for our employees. GeoEngineers specifically disclaims any authority or responsibility for general job site safety and for the safety of persons who are not employed by us. GeoEngineers is not responsible for the job safety or site safety of the general project and is not responsible for compliance with safety programs and related OSHA and state regulations that apply to other entities or persons. Client is independently responsible for requiring that its construction or remediation contractors take responsibility for general job site safety. Construction and Remediation Observation The conclusions and recommendations for construction or remediation in our reports are based on limited sampling and the interpretations of variable subsurface conditions. Therefore, our conclusions and recommendations shall be deemed preliminary unless or until we are requested by Client to validate our assumptions and finalize our conclusions and recommendations by reviewing preconstruction design documents and observing actual construction or remediation activities on site. If our Scope of Services does not include preconstruction plan review and construction /remediation observation, then any reliance by Client or any other party on our preliminary assumptions, conclusions or recommendations is at the risk of that party and without liability to GeoEngineers. Our job site activities do not change any agreement between Client and any other party. Only Client has the right to reject or stop work of its contractors or agents. Our presence on site does not in any way guarantee the completion, quality or performance of the work by any other party retained by Client to provide field or construction /remediation services. We are not responsible for, and do not have control or charge of, the specific means, methods, techniques, sequences or procedures of construction or remediation selected by any contractor or agent of Client. Sample Retention and Disposal We will discard nonhazardous samples 60 days after they are obtained, unless Client makes prior arrangements to store or deliver the samples. Samples containing hazardous materials regulated under federal, state or local environmental laws are the property and responsibility of Client. Client will arrange for lawful disposal, treatment and transportation of contaminated samples at Client's expense, unless Client makes other written agreements regarding their disposal. Page 2 of 4 Identification of Other Contaminants Sampling and Analysis Plans (SAPS) typically specify the contaminants of interest (COls) on a site and the standard EPA/state agency analytical methods (Standard Methods) to be used by laboratories for determining the estimated concentration of such COls in soil and water samples. GeoEngineers' instructions notwithstanding, application of Standard Methods by an analytical laboratory may occasionally result in the inadvertent identification of contaminants that are not COls. If in the course of GeoEngineers' laboratory data validation review non -001 contaminants are identified with C01- equivalent data quality and analytical values at or above regulatory action levels, GeoEngineers will disclose such results to Client with appropriate recommendations, which may include recommendations for reporting to regulatory agencies. Client actions subsequent to any such disclosure shall be at Client's sole risk, and Client shall indemnify and hold harmless GeoEngineers from any claims, liabilities, damages or costs arising from the discovery of regulated non -COls to the extent provided in the INDEMNIFICATION SECTION in these GENERAL CONDITIONS. Instruments of Service Reports, field data, laboratory data, analyses, calculations, estimates, designs and other documents prepared by GeoEngineers are Instruments of Service and remain our property. We will retain final reports, aerial photos and boring logs for an indefinite period of time. Other documents relating to the services performed will be retained for 10years following submission of any report produced under this Agreement. We will make extra copies of the Instruments of Service available to Client on request for a reasonable fee. Neither Client nor any other party may use the Instruments of Service for additions or alterations to this project, or for other projects, or otherwise outside the scope of this Agreement, without our prior written permission. GeoEngineers is not responsible for such reuse (unless such reuse is expressly authorized by GeoEngineers in writing), and Client will indemnify GeoEngineers against damages relating to such reuse to the extent of the INDEMNIFICATION section in these GENERAL CONDITIONS. Documents that may be relied upon by Client are limited to the printed copies (also known as hard copies) that are signed or sealed by us. Files in electronic media format of text, data, graphics, or of other types that are furnished by GeoEngineers to Client are only for the convenience of GeoEngineers and Client. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. Data stored in electronic media format can deteriorate or be modified inadvertently or otherwise. GeoEngineers shall not be responsible to maintain documents stored in electronic media. When transferring documents in electronic media format, we make no representations as to long -term compatibility, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by us. We shall not be responsible for any alterations, modifications or additions made in the electronic data by the Client or any reuse of the electronic data by the Client or any other party for this project or any other project without our consent. Client shall defend, indemnify and hold us harmless against any claims, damages or losses arising out of the reuse of the electronic data without our written consent and arising out of alterations, modifications, or additions to the electronic data made by anyone other than GeoEngineers to the extent of the INDEMNIFICATION section in these GENERAL CONDITIONS. All documents, including the electronic files that are transferred by us to Client are Instruments of Service of GeoEngineers and created for this project only, and no representation or warranty is made, either express or implied, concerning the files and data. GeoEngineers, Inc. Is an Affirmative Actl Billing and Payment We will bill for our services monthly. Payment is due on receipt of the invoice unless otherwise agreed to in writing. Client will notify GeoEngineers within 20 days of receipt of invoice of amounts in dispute. A service charge of 1 -1/2% per month shall apply to any undisputed amounts that are more than 30 calendar days past due and amounts in dispute where Client has not notified GeoEngineers within the 20-day period. In addition to any past due amount, Client will pay all of our reasonable expenses necessary for collection of any past due amounts including, but not limited to, attorneys' fees and expenses, filing fees, lien costs and our staff time. Collection efforts for past due amounts on and Equal Opportunity Employer GWENGINEER� GeoEngineers - General Conditions- Standard 1 2012 (rev 12/27/11) by GeoEngineers shall not be subject to the DISPUTES clause of these GENERAL CONDITIONS. Payment of invoices shall not be subject to any discounts or set -offs by the Client, unless agreed to in writing by GeoEngineers. Payment to GeoEngineers for services rendered and expenses incurred shall be due and payable regardless of any subsequent suspension or termination of this Agreement by either parry. Payment to GeoEngineers shall not be withheld, postponed or made contingent on the construction, completion or success of the project or upon receipt by the Client of offsetting reimbursement or credit from other parties. Adjustment for Increased Costs GeoEngineers reserves the rightto invoice Client for additional charges incurred in the event of an unanticipated increase in project - related taxes, fees or similar levies; or if GeoEngineers must modify project - related services, facilities or equipment to comply with new laws or regulations or changes to existing laws or regulations that become effective after execution of this Agreement GeoEngineers revises its Schedule of Charges annually. Therefore, we reserve the right to modify our Schedule of Charges applicable to our services if performance of this Agreement extends beyond 12 months, or if changes in the project schedule result in our services extending into the next calendar year. Scope of Services and Excluded Services Our engagement under this Agreement includes only those services specified in the Scope of Services. Client agrees it will not hold us liable and expressly waives any claim against GeoEngineers for not performing additional services that Client instructed us not to perform, not performing additional services that were not specifically requested by Client and agreed to by both parties, and not performing recommended additional services that Client has not authorized us to perform. Termination of Services Termination for Cause Either party may terminate this Agreement upon at least seven (7) days written notice, in the event of substantial failure by the other party to perform in accordance with this Agreement through no fault of the terminating party. Such termination is not effective if the failure is cured before expiration of the period specified in the written notice. Upon termination for cause by either parry, all invoices for services performed up to the date of termination are immediately due and payable. Termination for Convenience Either parry may terminate this Agreement for convenience upon 14 days written notice to the other. In the event that Client requests early termination of our services for convenience, we reserve the right to complete such analyses and records as are necessary to place our files in order and to complete a report on the services performed to date. Charges for these termination activities are in addition to all charges incurred up to the date of termination. Upon termination for convenience by either party, all invoices for services performed up to the date of termination and termination fees defined herein are immediately due and payable. Suspension of Services If the project or GeoEngineers' services are suspended by the Client for more than thirty (30) calendar days, consecutive or in the aggregate, over the term of this Agreement, GeoEngineers shall be compensated for all services performed and reimbursable expenses incurred prior to the receipt of notice of suspension. In addition, upon resumption of services, the Client shall compensate GeoEngineers for expenses incurred as a result of the suspension and resumption of its services, and GeoEngineers' schedule and fees for the remainder of the project shall be equitably adjusted. If GeoEngineers' services are suspended for more than ninety (90) days, consecutive or in the aggregate, GeoEngineers may terminate this Agreement subject to the terms in the "Termination for Convenience" clause. If Client is in breach of the payment terms, states their intention not to pay forthcoming invoices, or otherwise is in material breach of this Agreement, GeoEngineers may suspend performance of services upon five (5) calendar days' notice to Client or terminate this Agreement according to the "Termination Page 3 of 4 for Cause" clause. In the event of suspension, GeoEngineers shall have no liability to the Client, and the Client agrees to make no claim for any delay or damage as a result of such suspension caused by Client's breach of this Agreement. In addition, we may withhold submittal of any work product if Client is in arrears at any time during the performance of services under this Agreement. Upon receipt of payment in full of all outstanding sums due from Client, or curing of such other breach which caused GeoEngineers to suspend services, GeoEngineers shall resume services and submit any withheld work product, and there shall be an equitable adjustment to the remaining project schedule and fees as a result of such suspension. Any suspension by GeoEngineers exceeding 30 calendar days shall, at GeoEngineers' option, make this Agreement subject to renegotiation or termination according to the "Termination for Cause" clause in this Agreement In the event Client has paid a retainer to GeoEngineers, GeoEngineers shall be entitled to apply the retainer to cover any sums due from Client up to the date of suspension. Prior to resuming services after such suspension, Client shall remit to GeoEngineers sufficient funds to replenish the retainer to its full prior amount. Delays The Client agrees that GeoEngineers is not responsible for damages arising directly or indirectly from any delays for causes beyond GeoEngineers' control. Such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions or other natural disasters; fires, riots, terrorist acts, wars or other emergencies or acts of God; failure of any government agency to act in a timely manner, failure of performance by the Client or the Client's Contractors or other Consultants; or unanticipated discovery of any hazardous materials or differing site conditions. In addition, if the delays resulting from any such causes increase the cost or time required by GeoEngineers to perform its services in an orderly and efficient manner, GeoEngineers shall be entitled to an equitable adjustment in schedule and /or compensation. Indemnification GeoEngineers will indemnify and hold the Client harmless from and against any claims, liabilities, damages and costs (including reasonable attorney fees and costs of defense) arising out of death or bodily injury to persons or damage to property to the extent proven to be caused by or resulting from the sole negligence of GeoEngineers, its agents or its employees. For any such claims, liabilities, damages or costs caused by or resulting from the concurrent negligence of GeoEngineers and other parties, including the Client, the duty to indemnify shall apply only to the extent of GeoEngineers' proven negligence. The Client will defend, indemnify and hold GeoEngineers, including its subsidiaries and affiliates, harmless from and against any and all claims (including without limitation, claims by third parties and claims for economic loss), liabilities, damages, fines, penalties and costs (including without limitation reasonable attorney fees and costs of defense) arising out of or in any way related to this project or this Agreement, provided that Client's indemnification obligations for death or bodily injury to persons or damage to property shall not apply to the extent of the proven negligence of GeoEngineers, its officers, agents and employees. Client's indemnification obligation shall include, but is not limited to, all claims against GeoEngineers by an employee or former employee of Client, and Client expressly waives all immunity and limitation of liability under any industrial insurance act, worker's compensation act, disability benefit act, or employee benefit act of anyjurisdiction which would otherwise be applicable in the case of such claim. Client's waiver of immunity by the provisions of this paragraph extends only to claims against GeoEngineers by Client's current or former employees and does not include or extend to any claims by Client's employees or former employees directly against Client. Client's duty to defend in this paragraph means that Client shall assume the defense of such claim using legal counsel selected or approved by GeoEngineers and GeoEngineers shall be entitled to participate in the strategy and direction of the defense. In the course of defending a claim under this paragraph, Client shall not compromise or settle the claim without GeoEngineers' consent unless: (i) such settlement or compromise only involves monetary relief that is paid in full by Client, (ii) GeoEngineers is not liable for any such settlement or compromise, and (iii) there is no finding or admission that GeoEngineers is or was liable under any legal theory for damages relating to the claim. GeoEngineers, Inc. Is an Affirmative Action and Equal Opportunity Employer GWENGI NEER y GeoEngineers — General Conditions- Standard 1 2012 (rev 12/27/11) By entering into this Agreement, Client acknowledges that this Indemnification provision has been reviewed, understood and is a material part of the Agreement, and that Client has had an opportunity to seek legal advice regarding this provision. Limitation of Remedies GeoEngineers' aggregate liability responsibility to Client, including that of our subsidiaries and affiliates, officers, directors, employees and agents, is limited to $50,000 or the amount of GeoEngineers' fee under this Agreement, whichever is greater. This limitation of remedy applies to all lawsuits, claims or actions, whether identified as arising in tort, contract or other legal theory, (including without limitation, GeoEngineers' indemnity obligations in the previous paragraph) related to our services under this Agreement and any continuation or extension of our services. If Client desires a higher limitation, GeoEngineers may agree, at Client's request, to increase the limitation of remedy amount to a greater sum in exchange for a negotiated increase in our fee. Any additional charge for a higher limit is consideration for the greater risk assumed by us and is not a charge for additional professional liability insurance. Any agreement to increase the limitation of remedy amount must be made in writing and signed by both parties in advance of the provision of services under this Agreement By entering into this Agreement, Client acknowledges that this Limitation of Remedies Clause has been reviewed, understood and is a material part of this Agreement, and. that Client has had an opportunity to seek legal advice regarding this provision. Insurance GeoEngineers maintains Workers' Compensation and Employer's Liability Insurance as required by state law. We also maintain comprehensive general, auto, professional and environmental impairment liability insurance. We will provide copies of certificates evidencing these policies at the request of the Client. Mutual Waiver of Consequential Damages In no event will either party be liable to the other for any special, indirect, incidental or consequential damages of any nature arising out of or related to the performance of this Agreement, whether founded in negligence, strict liability, warranty or breach of contract. In addition, Client expressly waives any and all claims against GeoEngineers for any liquidated damages liability that may be incurred by or assessed against Client. Disputes Except for claims by GeoEngineers to collect past due amounts owing from the Client, the parties to this Agreement must refer any dispute, controversy or claim arising out of or relating to this Agreement or its breach to mediation before pursuing any other dispute remedy. Any dispute, claim or controversy not resolved in mediation will be decided in binding arbitration in accordance with the Construction Industry Rules of the American Arbitration Association at its offices closest to the project site, unless the parties mutually agree to some other dispute resolution forum. Client expressly agrees that before Client can bring a claim or cause of action against GeoEngineers as provided above, based on professional negligence or breach of the professional standard of care, Client will obtain the written opinion of a licensed or registered professional practicing in the same licensing jurisdiction as the project in dispute. The professional who prepares the written opinion must be licensed or registered in the discipline or technical specialty that is the basis for the dispute. The written opinion of the licensed or registered professional must indicate that, in the professional opinion of the writer, GeoEngineers violated the prevailing standard of care in delivery of its services. Further, the written opinion must describe the basis for that opinion and a conclusion that the alleged failure to comply with the standard of care was the cause of all or part of the alleged damages. The written opinion must be made available to GeoEngineers for review and comment at least 10 days before the claim or cause of action can be submitted to arbitration. The parties agree that this clause was mutually negotiated and is an integral part of the consideration for this Agreement. Page 4 of 4 Choice of Law and Prevailing Party Rights This Agreement is governed by and subject to interpretation pursuant to the laws of the State of Washington. The prevailing party in any arbitration or litigation will be entitled to recover reasonable attorneys' fees, legal costs, arbitration fees and other claim - related expenses, including reasonable fees for the time of its personnel. Biological Pollutants Our Scope of Services specifically excludes the investigation, detection, prevention or assessment of the presence of Biological Pollutants. The term "Biological Pollutants" includes, but is not limited to, molds, fungi, spores, bacteria, and viruses, and /or any of their byproducts. Our Instruments of Service will not include any interpretations, recommendations, findings or conclusions pertaining to Biological Pollutants. Accordingly, Client agrees that GeoEngineers will have no liability for any claims alleging a failure to investigate, detect, prevent, assess, or make recommendations for preventing, controlling, or abating Biological Pollutants. Furthermore, Client agrees to defend, indemnify, and hold harmless GeoEngineers from all claims by any third parry concerning Biological Pollutants to the extent of the INDEMNIFICATION section in these GENERAL CONDITIONS. Claims Assistance for Client If a construction contractor or other parry files a claim against Client, relating to services performed by GeoEngineers and Client requires additional information or assistance to evaluate or defend against such claims, we will make our personnel available for consultation with Client's staff and for testimony, if necessary. We will make such essential personnel available upon reasonable notice from Client and Client will reimburse GeoEngineers for such consultation or testimony, including travel costs, at the rates that apply for other services under this Agreement. We will provide services in connection with any such claims pursuant to a written supplement, if necessary, extending this Agreement. Time Bar to Legal Action The parties agree that all legal actions by either parry against the other concerning our services pursuant to this Agreement or for failure to perform in accordance with the applicable standard of care, however denominated, will become barred two (2) years from the completion of GeoEngineers' services. No Third Party Rights Nothing in this Agreement or as a consequence of any of the services provided gives any rights or benefits to anyone other than Client and GeoEngineers. All duties and responsibilities undertaken pursuant to this Agreement are for the sole and exclusive benefit of Client and GeoEngineers and not for the benefit of any other party. No third party shall have the right to rely on the product of GeoEngineers' services without GeoEngineers' prior written consent and the third party's agreement to be bound to the same terms and conditions as the Client. Assignment of Contract or Claims Neither the Client nor GeoEngineers may delegate, assign, sublet, or transfer the duties, interests or responsibilities set forth in this Agreement, or any cause of action or claim relating to the services provided under this Agreement, to other entities without the written consent of the other party. Survival These terms and conditions survive the completion of the services under this Agreement and the termination of this Agreement, whether for cause or for convenience. Severability If any provision of this Agreement is ever held to be unenforceable, all remaining provisions will continue in full force and effect. Client and GeoEngineers agree that they will attempt in good faith to replace any unenforceable provision with one that is valid and enforceable, and which conforms as closely as possible with the original intent of any unenforceable provision. GeoEngineers, Inc. Is an Affirmative Action and Equal Opportunity Employer GEOENGINEER� A� °® CERTIFICATE OF LIABILITY INSURANCE page 1 of 1 05103/2012' 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. P. O. sox 305191 PHONE FAX 877- 945 -7378 888 - 467 -2378 E -MAIL certificates@willis.com Nashville, TN 37230 -5191 INSURER(S)AFFORDING COVERAGE NAI C # INSURERA:Travelers Property Casualty Company of Am 25674 -003 EACH OCCURRENCE INSURED GeoEngineers, Inc. INSURER B: Travelers Property Casualty Company of Am 25674 -002 INSURER C: X COMMERCIAL GENERAL LIABILITY 523 East 2nd Avenue Spokane, WA 99202 INSURER D: INSURER E: MED EXP (Anyone person) $ 5,000 INSURER R CLAIMS -MADE OCCUR COVERAGES CERTIFICATE NUMBER: 17862919 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. INSR TYPE OF INSURANCE DD' SUB POLICY NUMBER POLICY EFF POLICY EXP LIMITS A GENERAL LIABILITY y 660533DI564TIL12 3/31/2012 3/31/2013 EACH OCCURRENCE $ 11000,000 PREMISES Eaoccurence $ 100,000 X COMMERCIAL GENERAL LIABILITY MED EXP (Anyone person) $ 5,000 CLAIMS -MADE OCCUR PERSONAL& ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATELIMITAPPLIESPER: PRODUCTS - COMP /OPAGG $ 2,000,000 $ POLICY X PRO- LOC IFCT B AUTOMOBILE LIABILITY 810532D8375TIL12 3/31/2012 3/31/2013 COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY(Per person) $ X ANYAUTO ALLOWNED SCHEDULED AUTOS AUTOS HIREDAUTOS NON -OWNED AUTOS BODILY INJURY(Per accident) $ DAMAGE PROPERTY nt ( ) $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVEI OFFICER/MEMBER EXCLUDED? (Mandatory in NH) fyes,describe under DESCRIPTION OF OPERATIONS below N/A E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach Acord 101, Additonal Remarks Schedule, if more space is required) Re: City of Spokane Valley - Sprague & Herald / Phase I ESA / GeoEngineers File No. 11264 - 027 -00 City of Spokane Valley is included as an Additional Insured as respects to General Liability as required by written contract. General Liability and Auto Liability policies shall be Primary and Non - contributory with any other insurance in force for or which may be purchased by Additional Insured as required by written contract. tK SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley AUTHORIZED REPRESENTATIVE Attn: Christine Bainbridge 11707 East Sprague Avenue, Suite 106 f Spokane Valley, WA 99206 cni i - 371 9741 Tnl e 1419314 Cert :17862919 ' ©1988 -2010 ACORD CORPORATION. All rights reserved ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD ri m� o= o o;= n COMMERCIAL GENERAL LIABILITY Policy #: 660533D1564TIL12 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 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 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. 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. Page 1 of 2 005872 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, Afterthe 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 D4 14 04 D8 Terra Insurance Company (A Risk Retention Group) Two Fifer Avenue, Suite 100 Corte Madera CA 94925 CERTIFICATE OF INSURANCE R P151( PETEfi il011 GPOUP DATE 05/03/12 NAME AND ADDRESS OF INSURED GeoEngineers, Inc. 523 East Second Avenue Spokane, WA 99202 This certifies that the "claims made" insurance policy (described below by policy number) written on forms in use by the Company has been issued. This certificate is not a policy or a binder of insurance and is issued as a matter of information only, and confers no rights upon the certificate holder. This certificate does not alter, amend or extend the coverage afforded by this policy. The policy of insurance listed below has 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 policy described herein is subject to all the terms, exclusions and conditions of such policy. Aggregate limits shown may have been reduced by paid claims. TYPE OF INSURANCE Professional Liability POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE 212019 01/01/12 12/31/12 LIMITS OF LIABILITY $1,000,000 EACH CLAIM $1,000,000 ANNUAL AGGREGATE PROJECT DESCRIPTION City of Spokane Valley - Sprague & Herald / Phase I ESA GeoEngineers File No. 11264- 027 -00 CANCELLATION If the described policy is cancelled by the Company before its expiration date, the Company will mail written notice to the certificate holder thirty (30) days in advance, or ten (10) days in advance for non - payment of premium. If the described policy is cancelled by the insured before its expiration date, the Company will mail written notice to the certificate holder within thirty (30) days of the notice to the Company from the insured. CERTIFICATE HOLDER ISSUING COMPANY: TERRA INSURANCE COMPANY (A Risk Retention Group) City of Spokane Valley Attn: Christine Bainbridge 11707 East Sprague Avenue, Ste. 106 Spokane Valley, WA 99206 a4c President Washington State Department of Labor and Industries Department of Labor and Industries Employer Liability Certificate Date: 05/01/2012 UBI #: 600 375 010 Legal Business Name: Account #: 429,351 -00 'Doing Business As' Name: GEOENGINEERS INC Employer Liability Certificate Estimated Workers Reported: Quarter 1 of Year 2012 "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 -4829 - 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).