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AG 21-010 - GEOENGINEERS, INCRETURN TO: PW ADMIN EXT: 2700 ID #: 3799 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / Capital Projects 2. ORIGINATING STAFF PERSON: Kent Smith EXT: 2753 3. DATE REQ. BY: 9/18/20 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ® PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: Coll Cheek Basin Study 5. NAMEOFCONTRACTOR: GeOEn ineers, Inc. ADDRESS: i ►7n AL VA e Aff) 1 NQc TELEPHONE: `�3 `1_Z2-- 2t'13� E-MAIL: i__e via,e\k FAX: SIGNATURE NAME: bA Yl T=..: 6. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # BL. EXP. 12/31/ UBI # , EXP. _/ / 7. TERM: COMMENCEMENT DATE: COMPLETION DATE: 12 (+ 8. TOTAL COMPENSATION: $: -� I H7 , I f LIrj. G (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ClCITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED PURCHASING: PLEASE CHARGE TO: 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED d PROJECT MANAGER KS 9-3-20 d DIVISION MANAGER SLH 11/24/2020 d DEPUTY DIRECTOR DSW 1112412020 (see note) ❑ DIRECTOR = ❑ RISK MANAGEMENT (IF APPLICABLE) 8 LAW DEPT ER 9/8/2020; 12/18/2020 10. COUNCIL APPROVAL (IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 11. CONTRACT SIGNATURE ROUTING d SENT TO VENDOR/CONTRACTOR DATE SENT: 12/31/21 DATE REC' D: 1/12/21 ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / DATE SIGNED ❑ FINANCE DEPARTMENT d LAW DEPT I SIGNATORYAW&YQ$ OR DIRECTOR) 6 CITY CLERK 8 ASSIGNED AG# AAG21-01 ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: EXECUTE" 'ORIGINALS DSW note: change mark up on subs and costs to 10% on Exhibit B. 1/2020 CITY 4F CITY HALL Y Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www_ atyoffederalway. com PROFESSIONAL SERVICES AGREEMENT FOR COLD CREEK BASIN STUDY This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and GeoEngineers, Inc., a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: GEOENGINEERS INC.: Morgan McArthur 17425 NE Union Hill Rd Redmond, WA 98052-6190 (253) 722-2431 (telephone) .com The Parties agree as follows: CITY OF FEDERAL WAY: Kent Smith 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2753 (telephone) kent.smith . cityoffederalway.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2021 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the ordinary diligence of accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, and performed to the City's reasonable satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon receipt of a written notice to proceed from the City. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term for the scope of work set forth in Exhibit A. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - Rev. 3/2017 CITY OF CITY HALL �.. Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non -Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period. In the event there are not sufficient funds appropriated or allocated for Services during the future fiscal period, the City shall provide Contractor with 30 days prior written notice before the end of the current fiscal period and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City or Contractor in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, representatives, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, reasonable attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives to the extent caused by or resulting from the negligent acts, errors or omissions or willful misconduct of the Contractor in performance of this Agreement. For claims arising or alleged to arise from Contractor's professional negligence, Contractor's defense obligation under this paragraph shall include only reimbursement of reasonable attorney's fees and costs of defense to the extent caused by Contractor's actual negligence. Contractor shall require that each sub -contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, representatives, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City .Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub -contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 3/2017 CITY OF CITY HALL Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products -completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. C. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of negligent acts, errors or omissions of the Contractor. 6.2. No Limit of Liability:. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's general and auto 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 such insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain continuous coverage or provide tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor using reasonable commercial efforts. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. Confidential Information does not include: (a) information which at the time of disclosure is generally available to the public; (b) information which after disclosure becomes generally available to the public by publication or otherwise other than as a result of a violation of this paragraph; (c) written information which was in Contractor's possession prior to first disclosure hereunder and which was not acquired under an obligation of confidentiality directly or indirectly from the City; (d) information received by Contractor after the time of first disclosure hereunder from a third party without notice to Contractor of any obligation of confidentiality or other restrictions with respect to use thereof; (e) information which is independently developed by Contractor hereunder; or (f) information which is required by appropriate legal authority to be disclosed (but only to the extent of such requirement 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City except that Contractor may keep one copy of all project related documents for its work files. Contractor shall not be liable for the unauthorized reuse or modification of its reports or other work product. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 3/2017 CITY OF CITY HALL 4 33325:.. Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement for a period of six (6) years from completion of services under this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees in the performance of the Services specified in this Agreement and shall require that any subcontractors hired by Contractor be responsible for the safety of its employees and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityofiederalway com with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any claims, obligations and rights hereunder without the prior written consent of the other Party, which such consent shall not be unreasonably withheld. If the non -assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. To the extent such laws, codes, ordinances, resolutions, regulations, rules, standard, and policies apply to the performance of Contractor's professional services, Contractor shall comply to the extent required by the professional standard of care. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. However, Contractor shall not be responsible for damages arising from any delays for causes beyond Contractor's reasonable control. In the event of such delays, Contractor shall be entitled to an equitable adjustment in time and/or compensation. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City and Contractor at law, in equity, or by statute. The failure of the either party to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of either party to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of either party to declare one breach or default does not act as a waiver of that party's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 3/2017 4! CITY OF As Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffederahvay. com a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: 1 Jim F ell, Mayor DATE: GEOENGINEE B Printed Name:ara Title:�� T� DATE: STATE OF WASHINGTON ) ) ss. COUNTY OF -Pi earce- ) ATTEST: Aw6u�-bkk S e h ie Courtney, C , City Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared before me NI.nN a rr Rc , to me known to be the A -,so Lkmk- of 6W 6yxq i (teas. lYw • _ that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVENt45r% cial seal this J�i'In day of �' , 2021. .. ...,,, O �'► i \ '�Iss36 h,� ►► Olt►r Notary's signature r10;ARk Notary's printed n e ` i S '~ter p�BL�Gg� �, : Notary Public in and for the State of Washington. z' eXPI RES�q=CRy . PROFESSIONAL%LS WOES AGREEMENT My commission expires 9—(9 -2-3 Rev. 3/2017 CITY OF Federal A�k Way EXHIBIT A CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com Scope of Services City of Federal Way Cold Creek Culvert Replacements and Channel Stabilization Project Phase 1: Basin Study and Prioritization Report November 23, 2020 PROJECT UNDERSTANDING The goals of the Cold Creek Culvert Replacements and Channel Stabilization Project (Project) are to: provide fish passage; enhance fish habitat; stabilize the stream channel; and reduce City of Federal Way (City) maintenance requirements (such as sediment removal). As a first step in this process, GeoEngineers, Inc. (GeoEngineers) will undertake a Basin Study with the objective of identifying distinct projects within the basin that can be prioritized and completed in sequence to meet these goals. The Basin Study will include initial evaluations of stream channel conditions, geomorphology, fish habitat, road crossing/culvert infrastructure and other environmental constraints within the Cold Creek basin. Results will be presented in a Prioritization Report that will form the basis for further evaluation of feasibility and design alternatives to complete each project. Cold Creek originates in the northern portion of Federal Way at Easter Lake, which is located near South 308th Street and west of 14th Avenue South. The stream is conveyed via an outlet structure at Easter Lake Into a closed conveyance system to an outfall west of the intersection of 10th Avenue South and South 306th Street. From this outfall, Cold Creek flows in an open channel through a natural ravine approximately 1,200 feet to a culvert crossing of State Route (SR) 509/Dash Point Road, then in an open channel another 600 feet to South 302nd Street, where it enters a lengthy closed conveyance system, approximately 1,000 feet in length, under South 302nd Street and the Marine View Swim and Tennis Club property. Both crossings are considered fish passage barriers. Downstream of the Swim and Tennis Club, the stream again enters an open channel for most of the way to its mouth at Poverty Bay on the Puget Sound. There are two road crossings in the lower -most reach, which is in the City of Des Moines: one at Redondo Shores Drive South, which is identified as a total fish barrier, and one at Redondo Beach Drive South, which is not identified as a fish barrier. The City conducts maintenance at both crossings within the study area that are within City limits: SR 509/Dash Point Road and South 302nd Street. The City recently replaced and relocated the outlet structure at Easter Lake and the associated closed conveyance system to 101h Avenue South. PROJECT EXTENTS The Cold Creek basin study area for this project will be defined from the outlet of the existing closed conveyance system between Easter Lake and the outfall west of 10th Avenue South/South 306th Street downgradient to the mouth at Poverty Bay. The closed conveyance at the upstream end of the basin is assumed to be in satisfactory condition and will only be considered to the extent it influences downstream hydrology. The existing bridge/culvert at Redondo Beach Drive South, which is located at the mouth of the stream, is not known to be a fish passage barrier and likewise will not be considered aside from its impact to hydrology or geomorphology of upstream portions of the basin. Finally, tributary conveyance into the main stem of the stream will also not be examined in detail. PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 3/2017 CITY OF ti. Federal Way PROJECT PHASING CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www ciryoffederaWay. com This project will be completed in several phases. Depending on the outcome of initial phases, the overall project extent described above may be reduced to focus on priority areas in subsequent phases, and multiple iterations of subsequent phases may be needed to address different priority areas. The general phasing sequence is as follows: Phase 1- Basin -wide Study and Prioritization Phase 2 - Feasibility Study and Alternatives Analysis Phase 3 - Design and Environmental Permitting Phase 4 - Construction Support This Scope of Services specifically addresses only Phase 1 of the Project as currently defined. Based on coordination with the City, we understand that Phase 1 of the project will include a basin -wide study to: ■ Complete an initial general characterization of baseline conditions, geomorphic processes, drainage features, etc. throughout the basin; ■ Identify problem conditions that may need to be addressed to achieve the project goals of providing fish habitat, fish passage, channel stability and reduced channel maintenance; ■ Identify key stakeholders and initiate public outreach; ■ Define specific projects and identify a sequence of priorities that can be addressed in future phases; and ■ Estimate schedule and funding opportunities available to complete high priority projects. Phase 2 and subsequent phases of the project will be developed after Phase 1 is completed. These may include detailed studies to address specific high -priority or schedule -dependent projects, including developing alternatives for further evaluation. PROJECT SCHEDULE The anticipated project schedule for Phase 1 is shown below: w Early to Mid -December 2020: Q December 2020 to January 2021: u+ January to February 2021: ® February to March 2021: ■ Late April 2021: ■ May 2021: ■ June 2021: Notice to Proceed Landowner coordination Site visits, fieldwork, survey Data analysis Draft Prioritization Report Meet with City and finalize Prioritization Report Develop scope and schedule for Phase 2 PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 3/2017 CITY OF Federal Way SUBCONSULTANT SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffedera/way. com The following subconsultants will be subcontracted by GeoEngineers to support the study and future phases of the project, with technical specialty services as follows: Li KPG, P.S. (KPG) -Professional Land Survey (PLS), public outreach, stormwater engineering, utility engineering, roadway engineering, construction management i i Coffman Engineers (Coffman) - structural engineering PHASE 1- DETAILED SCOPE Task 1.0 - Project Management This task includes services necessary to plan, perform and manage the various element of the Project to fulfill the objectives of the project as outlined in this scope, meet schedule commitments, and coordinate among the disciplines involved in the study. The Consultant Contract Manager and Project Manager will provide overall direction and coordination of activities with the City and amongst the Consultant team, as well as general administration and accounting functions. This will specifically include: ■ Meetings ■ Interdisciplinary communication M Manage and direct subconsultant work Budget and schedule management ■ Preparation of monthly invoices and accompanying invoice reports Administrative and accounting department assistance ASSUMPTIONS 1, Duration of Phase 1 is estimated to be approximately seven (7) months or less. One in -person meeting (or remote meeting depending on current health guidelines) between the consultant team and City representatives is planned during this phase. r; Additional informal coordination between the consultant team and City will be completed as needed. w Invoices and progress reports will be submitted monthly for the duration of this phase. DELIVERABLES F�: Meeting Minutes v Monthly invoices and detailed progress report PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 3/2017 CITY OF CITY HALL � Fe d e ra I Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com Task 2.0 - Public Outreach and Landowner Coordination This task will primarily be performed by KPG. Geolingineers will support KPG to complete the following: c: Prepare a notification mailing to parcel owners to inform them of the overall project as well as specific survey and reconnaissance activities that will be completed during the initial phase. ■ Within City of Federal Wav: Prepare and mall (via United State Parcel Service [USPS]) project Information and parcel access notification letter and project context map to all parcel owners adjacent to Cold Creek starting upstream at 1045 South 308th Street (Life Care Center of Federal Way) to the City of Federal Way City limits with the City of Des Moines (approximately 80 parcels). e Within City of Des Moines: Prepare and mail (via USPS) project information and parcel access notification letter and project context map to all parcel owners adjacent to Cold Creek starting upstream at Lakehaven Water and Sewer District Wastewater Treatment Plant (Water Treatment Plant) to the Puget Sound (approximately 15 parcels). Coordinate with and gain approval from City of Des Moines on mailer contents. ASSUMPTIONS 11 Parcel owners to be confirmed through King County Parcel record information. ■ City to provide or approve final parcel list for mailers to be delivered and, if available, provide contact information for property owners. Consultant will not confirm or obtain receipt of delivery for the property owner's receiving of mailer. Project notifications will be provided through USPS mailers and any on site activities will be preceded by "door-to-door" contact (i.e., knocking on parcel owners doors), but parcel owner responses and/or contact shall not be required to proceed with survey or other baseline reconnaissances. a City will coordinate website postings. ■ City to coordinate initial outreach (first contact) with City of Des Moines before Consultant sends out project mailers. ■ Consultant will not coordinate with individual property owners or individual stakeholders. One-on- one meetings with key stakeholders are not included at this time but can be added through contract addendum if desired or as part of a subsequent phase. DELIVERABLES ■ One (1) Notification letter addressed to each parcel owner regarding survey and reconnaissance activities delivered via USPS (Draft and Final). w One (1) Project context map (Draft and Final). Task 3.0 - Data Gathering Subtask 3A - Basin Characterization This task includes completing data review and preliminary field studies to characterize the Cold Creek basin generally in support of identifying and developing a list of potential actions that can be completed within the basin to meet the project goals. This subtask includes review of fish habitat, stream geomorphology, PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 3/2017 CITY OF Ak Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www_ cityoffederahvay com slopes and geologic hazards and other potential critical areas (e.g., wetlands) within the basin. This will include: rl Complete a desktop review to compile and summarize available maps and report data previously prepared within the basin, including: Utilize online databases and publications to characterize habitat limiting factors in Cold Creek. • Complete online assessment of Cold Creek system including development of long profile, characterization of geology and soils. ■ Review basin water quality data provided by the City or readily available from on-line data sources. Review available existing geologic and geotechnical information in project vicinity. Complete a review of City, county, state and/or federal databases that may identify regulated aquatic areas (Waters of the United State (U.S.) and/or Waters of the State), critical areas (wetlands and fish/wildlife habitat areas) or other sensitive areas subject to regulation under local, state or federal rules. a Complete a field -based review offish habitat conditions within the basin, including: Evaluate fish passage conditions at the two crossings; define thalweg profile and characterize crossing attributes and culvert condition; characterize percent passability for priority salmonid species present or likely to use the system. ■ Identify stream channel habitat type, condition and quality. ■ Characterize riparian habitat type, condition and quality; riparian vegetation species composition and quality; and qualitatively evaluate ability of riparian habitat conditions to support aquatic habitat/stream channel conditions. Complete a field -based review of fluvial geomorphic conditions within the entire stream segment, including: • Characterize bank condition/erosion, sediment sources, potential for degradation/aggradation and channel profile. ■ Select a representative stream reach for each crossing. • Within each representative reach, characterize habitat units, streambed sediment composition (e.g. Wolman Pebble Counts), bankfull widths (at least three within reference reach). ■ Within each representative reach, map/measure channel thalweg profile and channel sections. a Complete a field -based review of geologic and geotechnical site considerations, including: ■ Identify steep slopes/geologic hazard areas. ■ Identify erosion hazard areas. ■ Observe areas of exposed soil and other information relevant to geotechnical design . ■ Complete a field -based review of potential regulated aquatic areas, critical areas or other sensitive areas within the basin, including: • Confirm presence or absence of regulated features based on field indicators. ■ Map general locations and characterize regulated features, if present. PROFESSIONAL SERVICES AGREEMENT - 11 - Rev. 3/2017 CITY OF .ter ederaI Federal Way CITY HALL Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cftyoffedera/way. com ASSUMPTIONS Scope is limited to the Cold Creek basin as defined above. r= For geologic and geotechnical field review, scope is limited to exposed portions of the Cold Creek channel alignment and surrounding slopes. in Data review will include publicly accessible databases, additional information/data provided by the City and our in-house files. s Resources are available online to characterize habitat limiting factors and preliminary fish passage conditions long profile, geology and soils in the Cold Creek basin. E No water quality sampling or testing will be completed. Access to full stream length will be obtained prior to completing field -based reviews (see Task 2.0 above). If landowners deny access to any part of the basin, that area will be observed "over -the - fence" but otherwise omitted from the field review. To the extent feasible, professional best judgement will be used to fill in data gaps that result from property access denials. Field verification may be limited by seasonality and is limited to what can be observed during a single site visit; this scope does not include protocol surveys that might be able to definitively confirm presence or absence of species within the basin. DELIVERABLES Field Report documenting fish habitat, stream geomorphology, geologic and geotechnical considerations, and critical areas observed within the basin. This information, as well as a summary of water quality data reviewed for the basin, will be integrated into the Prioritization Report (Task 4.0). Subtask 3.2 - Water Quality, Hydrology and Existing Conditions Hydraulic Model The objective of this subtask is to perform hydrologic analyses to estimated basin runoff flow rates and to develop an existing conditions hydraulic analyses. This will include: Review the hydrologic studies provided by the City, and review information from selected online sources. ci Perform a hydrologic analysis to determine peak flows through the project area including the 2-, 25- and 100-year recurrence interval flood discharge; hydrologic analyses will consider the effect of Easter Lake. ■ Estimate subbasin flows for up to 10 separate storm drain systems. ■ Estimate impacts of climate change in the future on the 100-year flood magnitude using the Washington Department of Fish and Wildlife (WDFW) climate change model. ■ Develop a simplified Hydrologic Engineering Center - River Analysis System (HEC-RAS) (version 5.0.7) 1-dimensional (1D) model of the existing conditions; the preliminary hydraulic model will extend from Easter Lake to the Puget Sound and include overbank areas to the extent needed to model design flows; the model will be used primarily to generate estimated velocities for open channel areas and culverts and to estimate backwater elevations. PROFESSIONAL SERVICES AGREEMENT - 12 - Rev. 3/2017 clrx OF �. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com ASSUMPTIONS King County 2016 Light Detection and Ranging (LIDAR) is available for this site and maybe used to estimate topography to supplement the limited proposed survey. The City has provided two reports regarding hydrologic and hydraulic analyses in the project area: (1) a technical memorandum from MGS Engineering Consultants, Inc. written in December 2007 titled "Hydrologic Assessment of Easter Lake Outlet Modifications" and (2) a report written by MGS Engineering Consultants, Inc. In June 2006 titled "Hydrologic and Hydraulic Analysis of Twin and Easter Lakes Using the HSPF Model". Base flows due to the lake and groundwater inflow will be assumed to be negligible. �A For Phase 1, the hydraulic model will not consider tidal backwatering. The hydraulic model will not be calibrated because no data is available. Model sections will be widely spaced relative to a design level model. a Conceptual alternatives will not be modeled using the hydraulic model at this time. DELIVERABLES a This information will be integrated into the Prioritization Report (Task 4.0). Subtask 3.3 - Preliminary Permitting Assessment This purpose of this task is to perform an initial review of potential critical areas and other permitting considerations and to identify specific projects that may be affected by each consideration. This will assist in the prioritization of projects and be used to help plan scoping for priority projects identified during this phase and developed further as part of subsequent phases of work. Complete a review of relevant City, state and/or federal regulatory code and guidance documents governing aquatic areas, critical areas and/or other sensitive areas that may affect permit requirements of proposed projects within the basin. Document and summarize our findings, including identifying which priority actions may be constrained by various regulations and associated permit requirements. ASSUMPTIONS Permitting assessment will be based on current regulations in effect at the time; due to the shifting nature of the regulatory landscape due to changes in interpretation and application of relevant laws, permit requirements could change at any time, including between the time of completion of this subtask and subsequent phases of the project. DELIVERABLES A permitting matrix and discussion of permit implications will be Integrated into the Prioritization Report (Task 4.0) Subtask 3.4 - Survey/Mapping This subtask will be performed by KPG. GeoEngineers will support KPG to complete the following: a Stream thalweg profile via ground survey where accessible and in combination with 2016 LiDAR data from Puget Sound LiDAR Consortium where inaccessible due to terrain and vegetation (approximately 9,000 lineal feet) PROFESSIONAL SERVICES AGREEMENT - 13 - Rev. 3/2017 clrr of CITY HALL Feder �. Federal Way F8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalwaycom ■ Culvert inverts and storm drain manholes (approximately five each). w Stream cross sections (approximately eight) via ground survey where accessible. LiDAR may be used in some inaccessible areas due to terrain and vegetation. m Easter Lake water surface elevation and outlet structure features. ASSUMPTIONS ■ Survey crews shall have work notification letters and project context maps developed in Task 1.2 on site during field survey to provide to property owners asking for more information. ■ Right-of-way will be based on geographic information system (GIS) information. ■ No right-of-way or easement research will be included in this phase of work. ■ Stream profile will be generated from composite digital terrain model (DTM) developed from ground survey points and LIDAR which has been adjusted to ground survey. DELIVERABLES Survey data in AutoCAD Civil 3D format. LandXML file for DTM surface can also be provided for non -Civil 3D users. Subtask 3.5 - Structural Considerations This subtask will be performed by Coffman. GeoEngineers will support Coffman to complete the following: ■ Review video scope provided by City for SR 509 and Marine Hills Pool to develop basis of structure condition. ■ A site visit to inspect the conditions of the structures (SR 509, Marine Hills Pool, Shore Drive South and Redondo Beach Drive South) and develop understanding of structure type and general assessment. The inspection team will collect structural assessment information thru visual review as feasible without the use of exploratory devices. til Structural assessment of three culverts/culvert systems identified in the reach. These culvert systems include: 1. SR 509/Dash Point Road, 2. South 302^d Street/Marine View Swim and Tennis Club, and 3. Redondo Shores Drive South. w In addition, the structure at Redondo Beach Drive South will receive a safety review. ASSUMPTIONS o Based off previous conversations with the City, no existing information regarding the structures are available for review. We anticipate (1) site visit to observe the structures and perform a condition assessment. m The condition assessment will not include any determination of culvert alignment. DELIVERABLES ■ Draft and Final Structural Assessment Memorandum outlining the observed condition of each culvert system. PROFESSIONAL SERVICES AGREEMENT - 14 - Rev. 3/2017 CITY OF Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www_ cityotiederahvey. com Task 4.0 - Prioritization Report The final deliverable for this first phase of work will be a Prioritization Report that documents a sequence of projects recommended to be completed to address the overarching goals of providing fish passage, improving fish habitat, stabilizing the stream channel and reducing maintenance requirements. The report will document the rationale for inclusion of each project, recommend sequencing for the projects, and identify preliminary constraints and challenges associated with each project. The report will also document opportunities for funding, including rationale for sequencing and/or grouping projects based on funding requirements. ASSUMPTIONS e The report will be presented to the City as a Draft for comment GeoEngineers will work with the City to address comments on the Draft and will then produce a Final report. We anticipate approximately three to five distinct projects will be identified and assessed as part of this study. DELIVERABLES ■ Draft and Final Cold Creek Basin Fish Passage and Channel Stabilization Prioritization Report, including existing conditions plan sheets that includes survey information developed in Task 3.4. PROFESSIONAL SERVICES AGREEMENT - 15 - Rev. 3/2017 CITY OF .� Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www_ cityofedera I way. com PHASE 2 SCOPE - GENERAL For planning purposes, the following general scope of potential services has been identified for Phase 2, whether priority actions are split into separate phases or several actions may be grouped together as a single phase. This section is for planning purposes only and no budget is included at this to accomplish these tasks: Additional landowner coordination for detailed studies, including potential geotechnical borings on private properties. xi Public outreach, including targeted contact for specific landowners or other stakeholders, as well as generalized outreach available to the wider community (such as open house or other means). Individual coordination is anticipated for some or all of the following stakeholders: WSDOT, Marine Hills Swim and Tennis Club, Water Treatment Plant, City of Des Moines and Powelis Wood Garden. ■ Detailed survey to develop appropriate base maps for each proposed action; this may include topographic survey, additional channel and culvert detail, right-of-way determination, and/or easement research and determination, depending on which projects are identified and prioritized for subsequent phases. m Alternatives analyses for each action pursued, including developing type, size and location of proposed water crossings, alternative alignments, construction means and methods, additional hydraulic modeling, evaluation of property impacts and other impacts to the public, and permitting considerations. Identify, develop and submit applications for grant funds. Detailed design advancement, construction drawings, bid specifications and bidding support. • Provide structural recommendations on design approach and the alternatives presented to the City. This includes preliminary design concepts as needed to determine feasibility of alternatives. Design of all structural components as needed to achieve project goals. The structural components may include design of foundations, retaining walls, rehabilitation of existing structure and new culvert or bridge sections. Environmental permitting, including field delineation of Waters of the U.S. and/or Waters of the State, developing and submitting permit applications, and coordination with regulatory agencies. ■ Construction management and support. ■ Post -construction maintenance and monitoring. Attachments: Consultant Fee Estimate - GeoEngineers, Inc. Schedule of Charges - 2020 Redmond -Seattle -Tacoma PROFESSIONAL SERVICES AGREEMENT - 16 - Rev. 3/2017 cIzr of Federal T !0 m d U. _41 a m CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cityoffederalway. com N T e m O �O m 0 0 a N N N i• H � Q� N m N �D a N w O O .i D t0 N .Mi v p M N N N N N N N N N M N N N N N f = m ^ mrn.M-im o oa.01i N ip N pj N = N p o 4 G a 'I $ a x N C N x " Ml L C m x N N N p a IY\ N m N S N N x � O C W N ^ O 00 N g N W x� N; N yy M x N N Y N gip• 0 ]� N N t0 N H N r N � N 8 ti C = d tp ei ei w O H N cl N b N R C � � m c E �� g, ¢ c A.Aa> 2 • � E i O O O N N M O In O ti N p m v m e m' S IT !s� F 4 of of r- PROFESSIONAL SERVICES AGREEMENT - 17 - Rev. 3/2017 CITY OF CITY HALL AN, Federal Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffederalway com Schedule of Charges - 2020 COMPENSATION Our compensation will be determined on the basis of Ume and expenses in accordance with the following schedule unless a lump sum amount is so indicated in the proposal or services agreement. Current rates are: Professional Staff Staff i Scientist $ 117/hour Staff 1 Engineer $ 124/hour Staff 2 Scientist $ 134/hour Staff 2 Engineer $ 142/hour Staff 3 Scientist $ 155/hour Staff 3 Engineer $ 161/hour Scientist 1 $ 179/hour Engineer 1 $ 185/hour Scientist 2 $ 185/hour Engineer 2 $ 190/hour Senior Engineer/Scientist 1 $ 207/hour Senior Engineer/Scientist 2 $ 227/hour Associate $ 240/hour Principal $ 260/hour Senior Principal $ 285/hour Technical Support Staff Administrator 1 5 83/hour Administrator 2 -S 95/hour Administrator 3 S 108/hour CAD Technician $ 106/hour CAD Designer $ 122/hour CAD Design Coordinator $ 132/hour GIS Analyst $ 145/hour Senior GIS Analyst 160/hour GIS Coordinator F 180/hour *Technician 3 90/hour *Senior Technician 108/hour *Lead Technician $ 117/hour *Hours in excess of 8 hours in a day or 40 hours in a week will be charged at one and one-half times the hourly rates listed above. Contracted professional and technical services will be charged at the applicable hourly rates listed above. Staff time spent in depositions, trial preparation and court or hearing testimony will be billed at one and one-half times the above rates. Time spent in either local or inter -city travel, when travel is in the interest of this contract, will be charged in accordance with the foregoing schedule. A surcharge may be applied to night and weekend work. See proposal for details. Rates for data storage and web -based access will be provided on a project -specific basis. Schedule_Redmond-Seattle-Tacoma - 2020 GEOENGINEER� PROFESSIONAL SERVICES AGREEMENT - 18 - Rev. 3/2017 CITY OF CITY HALL AN Fe d ra Way Feder 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wvww cityoffederalway. com Redmond -Seattle -Tacoma Schedule of Charges ' 2020 Page 2 of 2 Equipment Air Sparging Field Test, per day $ 100.00 Air/Vapor Monitoring Equipment (PID, 5-Gas Meter), per day $ 100.00 Asbestos Sample Kit $ 25.00 Blastmate, per day $ 100.00 D&M Sampler, per day $ 80.00 DO (Dissolved Oxygen) Kit $ 20.00 Dynamic Cone Penetrometer, per day $ 40.00 E-Tape (Electric Tape), per day $ 25.00 Field Data Acquisition Equipment $ 50.00 Field Gear / Reconnaissance, per day $ 50.00 Gas Detection Meters, per day $ 100.00 Generator, per day $ 100.00 Groundwater Pressure Transducer w/ Datalogger, per day $ 50.00 Groundwater Pressure Transducer w/ Datalogger, per week $ 200.00 Hand Auger, per day $ 20.00 Inclinometer Probe, per day, 1/2 day minimum $ 200.00 Interface Probe, per day $ 50.00 Iron Test Kit $ 20.00 Laser Level, per day $ 50.00 Low Flow Groundwater Sampling Equipment, per day $ 225.00 Multlparameter Water Quality Meter, per day $ 80.00 Nuclear Density Gage, per hour, 1/2 day minimum $ 10.00 Peristaltic Pump, per day $ 50.00 pH Probe, per day $ 15.00 PID, FID or OVA, per day S 100.00 Saximeter, per day $ 50.00 Scuba Diving Gear, per day/per diver $ 250.00 Shallow Soil Exploration Equipment, per day $ 50.00 Soil Field Screening Equipment, per day $ 15.00 Soil Sample Kit $ 15.00 Steam Flow Meter, per day $ 15.00 Strain Gauge Readout Equipment, per day $ 50.00 Surface Water Flow Meter, per day, 1/2 day minimum $ 50.00 Surface Water Quality Monitoring Equipment, per day $ 50.00 Turbidity Meter, per day $ 30.00 Vehicle usage, per mile, or S30/half-day. whichever is greater $ 0.65 Specialized and miscellaneous field equipment, at current rates, list available upon request. OTHER SERVICES, SUPPLIES AND SPECIAL TAXES Charges for services, equipment, supplies and facilities not furnished in accordance with the above schedule, and any unusual items of expense not customarily incurred in our normal operations, are charged at cost plus 10 percent, This includes shipping charges, subsistence, transportation, printing and reproduction, miscellaneous supplies and rentals, surveying services, drilling equipment, construction equipment, watercraft, aircraft, and special insurance which may be required. Taxes required by local jurisdictions for projects in specific geographic areas will be charged to projects at direct cost. Per diem may be charged in lieu of subsistence and lodging. Routinely used field supplies stocked in-house by GeoEngineers, at current rates, list available upon request In-house testing for geotechnical soil characteristics at current rates, list available upon request Associated Project Costs (APC) Computer hardware and software, telephone and fax communications, printing and photocopying and routine postage via USPS will be charged at a flat rate of 6 percent of labor charges. These charges are labeled as Associated Project Costs (APC). All rates are subject to change upon notification. GIE4ENGINEERS PROFESSIONAL SERVICES AGREEMENT - 19 - Rev. 3/2017 CITY of A. Federal Way EXHIBIT B COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www_ ci Wffederalway. com 1. Total Compensation: In return for the Services for Phase 1 only, the City shall pay the Contractor an amount not to exceed One Hundred Forty -Seven Thousand Six Hundred Forty -Five and 00/100 Dollars ($147,645.00). 2. Method of Compensation: Hourly rate In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel and the unit price rate schedule for equipment as shown below: PROFESSIONAL SERVICES AGREEMENT - 20 - Rev. 3/2017 SIGNATORY AUTHORITY POLICY: AGREEMENTS RELATED TO PROJECT WORK The purpose of this policy is to define who has the signature authority on contracts, work products, leases and other agreements related to job -chargeable work that commits GeoEngineers contractually. Signing contracts and other agreements obligates GeoEngineers to third parties. The Board of Directors, exercises its fiduciary responsibility by establishing this policy to designate the level of signatory authority held by various individuals as outlined below. a H J > +�+ C�44 C, C C O N C •V R C1 H = � N w C1 ° fU) C C p G d) Document Type mv v m' M 0 v M o m During Job Set-up Non -high risk project contracts Below $50,000 C $50,000 to $150,000 C C $150,000 to $500,000 • C Over $500,000 • • . C High -risk project contracts Design -build procurement w/advance services C (<$50K fees) Design -build procurement w/advance services • C C (>$50K fees) GEI-led design -build construction or remediation ■ C C Project requires travel abroad/contracting with • C C foreign client High -risk projects or contracts • C C Proposals/contracts > 20% of firm's net asset value C • ■ C After Job Set-up Other project agreements Modified GEI general conditions and client -written C agreements GEI subcontractor/sub-consultant agreements C (includes MSAs) GEI subcontractor/sub-consultant work/task orders and MSA authorizations Joint venture agreements . e C C C C GEI and client written MSA and on -call agreements C Settlement agreements (claims) a C C C Board Approved on November 6, 2019 N R 0 O E R Document Type m° Modified billing rates (< 3.2 multiplier or >10% below SOC) Teaming, access, 3rd party reliance, project -specific confidentiality agreements, surety bonds, permits and/or mechanic liens Purchases of 1 or more items worth $2,500 or more Leases or rentals worth $2,500 or more Technical reports Draft and final reports (formal or letter) m a� J R R N N R V N V O O 'y V C O NLU 40 C O d p wa ' m' a` a 0 Q IL c vh C C q 4 C C ti C • Written authorization is required by this individual Approval required from any one (1) of the individuals. This individual's approval constitutes written authorization unless a specific individual is also designated (•). C Consultation required; doesn't require explicit approval but allows a response before action is taken. Notes: ■ Principal and Associate signatory authority is subject to GeoEngineers' Stock Purchase and Redemption Agreement (see specifically Sections 2.5; 3.2.2; and 3.2.4, item 5) and Shareholder Investment Level Policy regarding stock ownership and required minimum investment levels (MILs). A Principal or Associate who has not mettheir MIL must reach agreement with the COO and CFO regarding a plan to do so in order to maintain their signatory authority. ■ The COO may require completion of the Risk Management Evaluation before providing written authorization. i The COO may at any time revoke or delay granting signature authority to a Principal or Associate or may require peer review as a condition to granting signatory authority for technical documents. E In special circumstances, with approval of the CEO or COO, senior engineers/scientists may be granted long term signature authority for contractual/technical documents provided that there is documentation in the file thatthe Principal/Associate in charge has been briefed on each project and has transferred the authority to sign technical documents. Short term signature authority may also be granted in a letter or written e-mail by the CEO, COO or BUL to a Principal/Associate or Senior engineer/scientist for contractual/technical documents during their absence from the office. • Signature of any electronic form of the above documents shall be subject to the same requirements presented in the table. ■ Change orders are considered stand-alone contracts for purposes of determining signatory authority. ■ Associates may be the technical lead on projects exceeding $150,000. Project Manager is the person managing the project, regardless of their labor category. Board Approved on November 6, 2019 Terra Insurance Company (A Risk Retention Group) Two Fifer Avenue, Suite 100 Corte Madera, CA 94925 DATE 01/05/21 CERTIFICATE HOLDER City of Federal Way Attn: Kent Smith 33325 8th Ave. S. Federal Way, WA 98003 r TERRA � INSURANCE COMPANY CERTIFICATE OF INSURANCE 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 221019 01 /01 /21 12/31 /21 LIMITS OF LIABILITY $1,000,000 EACH CLAIM $2,000,000 ANNUAL AGGREGATE PROJECT DESCRIPTION 2207-017-00 Cold Creek Culvert Replacement 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. NAME AND ADDRESS OF INSURED GeoEngineers, Inc. 1101 S. Fawcett Avenue, Suite 200 Tacoma, WA 98402 ISSUING COMPANY: TERRA INSURANCE COMPANY (A Risk Retention Group) &Ijala4� President Client#: 326119 GEOENINC2 DATE (MMIDD/YYYY) ACORD. CERTIFICATE OF LIABILITY INSURANCE I 1/05/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONNAME.-TA AME CT Please See Below: USI Insurance Services NW PR PHONE 206 441-6300 FAx 610-362-8530 A/C No Ezt : AIC No : 601 Union Street, Suite 1000 nDaRlEss Seattle.PLCertRequest@usi.com Seattle, WA 98101 ...... R S INSURED GeoEngineers, Inc. 17425 NE Union Hill Road, Suite 250 Redmond, WA 98052 OVEGE COVFRAGFR CERTIFICATE NUMBER' REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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 LTR TYPE OF INSURANCE ADDL I SUBR POLICY NUMBER POLICY EFF MM/DDNYYY POLICY EXP MMIDD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR Stop Gap: WA.OH.ND X X 6023113030 06/30/2020 06/30/20211 EACHOCCURRENCE $1 000 000 DAMAGEET ? RENTI=D PREMfB 9 Eaacttirrence $500 000 X MED EXP (Any one person) s15,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO POLICY X JECT C LOC OTHER: GENERAL AGGREGATE $2,000000 PRODUCTS - COMPIOP AGG $ 2 00 000 0 Stop Gap/EL $1,000,000 D AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED X AUTOS ONLY X AUTOS ONLY X X BUA6023117823 D6/30/2020 06/30/2021 CE1MIC, ISINGLELIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE f Persccicont $ $ UMBRELLA LIAB EXCESS LIAB CLAIMS -MADE EACH OCCURRENCE $ HOCCUR AGGREGATE $ I F-D RETENTION $ $ B C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVEYI N OFFICERIMEMHER EXCLUDED? (Mandatary In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N I A X X WC6081095683 CA: IncI.MEL/USL&H WC6081095666 AOS: Incl.MEL/USL&H 06/30/2020 016/30/2020 06/30/2021 06/30/20211 OTH- X PERTTF E,L EACH ACCIDENT S1,000,000 E,L DISEASE - EA EMPLOYE $1,000,000 E.L DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) "Please Note: The limits shown above may not represent the full limits of coverage carried by the Named Insured, but are shown as evidence that coverage is carried with the limits at least as high as is required by contract." RE: GeoEngineers Project No: 2207-017-00, Project Name: Cold Creek Culvert Replacement, Federal Way, (See Attached Descriptions) l.tKl It -RA It: f1ULUtK L A1Nt t:LLA I IUIV City of Federal Way Attn: Kent Smith 33325 8th Ave S Federal Way, WA 98003 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 r`{ -1 — ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S30884758/M29885603 UYAZP DESCRIPTIONS (Continued from Page 1) Washington. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to City of Federal Way, Washington only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. SAGITTA 25.3 (2016/03) 2 of 2 #S30884758/M29885603 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Additional Insured — Extended Coverage 4. Boats 5. Bodily Injury — Expanded Definition 6. Broad Knowledge of Occurrence/ Notice of Occurrence 7. Broad Named Insured 8. Contractual Liability — Railroads 9. Estates, Legal Representatives and Spouses 10. Expected Or Intended Injury — Exception for Reasonable Force 11. General Aggregate Limits of Insurance — Per Location 12. In Rem Actions 13. Incidental Health Care Malpractice Coverage 14. Joint Ventures/Partnership/Limited Liability Companies 15. Legal Liability — Damage To Premises 16. Liquor Liability 17. Medical Payments 18. Non -owned Aircraft Coverage 19. Non -owned Watercraft 20. Personal And Advertising Injury — Discrimination or Humiliation 21. Personal And Advertising Injury - Contractual Liability 22. Property Damage — Elevators 23. Retired Partners, Members, Directors And Employees 24. Supplementary Payments 25. Unintentional Failure To Disclose Hazards 26. Waiver of Subrogation — Blanket 27. Wrap -Up Extension: OCIP, CCIP or Consolidated (Wrap -Up) Insurance Programs CNA74858XX (1-15) Page 1 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: GEOENGINEERS, INC. Policy No: 6023113030 Endorsement No: 2 Effective Date: 06/30/2020 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through I. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through I. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Engineers, Architects or Surveyors Engaged By You An architect, engineer or surveyor engaged by the Named Insured, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf: a. in connection with the Named Insured's premises; or b. in the performance of the Named Insured's ongoing operations. But the coverage hereby granted to such additional insureds does not apply to bodily injury, property damage or personal and advertising injury arising out of the rendering of or failure to render any professional services by, on behalf of, or for the Named Insured, including but not limited to: CNA74858XX (1-15) Page 2 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved Policy No: 6023113030 Endorsement No: 2 Effective Date: 06/30/2020 Includes copyrighted material of Insurance Services Office, Inc, with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. supervisory, inspection, architectural or engineering activities. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition $ operations performed by, on behalf of, or for such additional insured. 0 N O H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or CNA74858XX (1-15) Policy No: 6023113030 Page 3 of 18 Endorsement No: 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 06/30/2020 Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT /� Architects, Engineers and Surveyors General Liability Extension Endorsement 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. ADDITIONAL INSURED — EXTENDED COVERAGE When an additional insured is added by this or any other endorsement attached to this Coverage Part, WHO IS AN INSURED is amended to make the following natural persons Insureds. If the additional insured is: a. An individual, then his or her spouse is an Insured; b. A partnership or joint venture, then its partners, members and their spouses are Insureds; c. A limited liability company, then its members and managers are Insureds; or d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are Insureds; CNA74858XX (1-15) Policy No: 6023113030 Page 4 of 18 Endorsement No: 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 06/30/2020 Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Please see the ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person Insureds. 4. BOATS Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to add the following additional exception to the exclusion entitled Aircraft, Auto or Watercraft: This exclusion does not apply to: Any watercraft owned by the Named Insured that is less than 30 feet long while being used in the course of the Named Insured's inspection or surveying work. 5. BODILY INJURY— EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 6. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 7. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have CNA74858XX (1-15) Policy No: 6023113030 Page 5 of 18 Endorsement No: 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 06/30/2020 Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. 8. CONTRACTUAL LIABILITY — RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of insured contract is replaced by the following: Insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured you with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: CNA74858XX (1-15) Policy No: 6023113030 Page 6 of 18 Endorsement No: 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 06/30/2020 Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc, with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 9. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses of any natural person Insured or living trust shall also be insured under this policy; provided, however, coverage is afforded to such estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided, however, that the spouse of a natural person Named Insured, and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION A. A separate Location General Aggregate Limit, equal to the amount of the General Aggregate Limit, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A, except damages because of bodily injury or property damage included in the products -completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that location. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Location General Aggregate Limit of any other location. B. All: 1. Damages under Coverage B, regardless of the number of locations involved; CNA74858XX (1 - 15) Page 7 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved Policy No: 6023113030 Endorsement No: 2 Effective Date: 06/30/2020 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single location, except damages because of bodily injury or property damage included in the products -completed operations hazard; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single location, will reduce the General Aggregate Limit shown in the Declarations. C. For the purpose of this GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION Provision, "location" means: 1. a premises the Named Insured owns or rents; or 2. a premises not owned or rented by any Named Insured at which the Named Insured is performing operations pursuant to a contract or written agreement. If operations at such a location have been discontinued and then restarted, or if the authorized parties deviate from plans, blueprints, designs, specifications or timetables, the location will still be deemed to be the same location. For the purpose of determining the applicable aggregate limit of insurance, premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single location. D. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Location General Aggregate Limit or the General Aggregate Limit, depending on whether the occurrence can be attributed solely to ongoing operations at a particular location. E. When coverage for liability arising out of the products -completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products -completed operations hazard, regardless of the number of locations involved, will reduce the Products -Completed Operations Aggregate Limit shown in the Declarations. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION Provision shall continue to apply as stipulated. 12. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and GNA74858XX (1-15) Page 8 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: GEOENGINEERS, INC. Policy No: 6023113030 Endorsement No: 2 Effective Date: 06/30/2020 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: I. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. to add the following additional exclusions: This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; CNA74858XX (1-15) Page 9 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: GEOENGINEERS, INC. Policy No Endorsement No Effective Date 6023113030 2 06/30/2020 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; I. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; III. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Other Insurance CNA74858XX (1-15) Policy No: 6023113030 Page 10 of 18 Endorsement No: 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 06/30/2020 Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA b. Excess Insurance CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 14. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES A. Past Joint Ventures, Partnerships, Limited Liability Companies The following is added to WHO IS AN INSURED: If the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. If the joint venture, partnership or limited liability company is or was insured under a consolidated (wrap-up) insurance program, then such insurance will always be considered valid and collectible for the purpose of paragraph c. above. But this provision will not serve to exclude bodily injury, property damage or personal and advertising injury that would otherwise be covered under the Architects, Engineers And Surveyors General Liability Extension Endorsement provision entitled WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS. Please see that provision for the definition of consolidated (wrap-up) insurance program. B. Participation In Current Professional Joint Ventures 0 The following is added to WHO IS AN INSURED: m The Named Insured is also an Insured for participation in a current joint venture that is not named on the Declarations, but only if such joint venture meets all of the following criteria: $ a. Each and every one of the Named Insured's co -venturers are architectural, engineering or surveying firms only; and b. There is no other valid and collectible insurance purchased specifically to insure the joint venture. However, the Named Insured is an Insured only for the conduct of such Named Insured's business within such a joint venture. The Named Insured is not insured for liability arising out of the acts or omissions of other co - venturers, nor of their partners, members or employees. C. WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: Except as provided under this Architects, Engineers And Surveyors General Liability Extension Endorsement or by the attachment of another endorsement (if any), no person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. CNA74858XX (1-15) Policy No: 6023113030 Page 11 of 18 Endorsement No: 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 06/30/2020 Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 15. LEGAL LIABILITY — DAMAGE TO PREMISES / ALIENATED PREMISES / PROPERTY IN THE NAMED INSURED'S CARE, CUSTODY OR CONTROL A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: This insurance does not apply to: j. Damage to Property Property damage to: (1) Property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the Named Insured; (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's behalf are performing operations, if the property damage arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. Paragraph (2) of this exclusion does not apply if the premises are your work. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to property damage included in the products -completed operations hazard. Paragraphs (3) and (4) of this exclusion do not apply to property damage to: I. tools, or equipment the Named Insured borrows from others, nor ii. other personal property of others in the Named Insured's care, custody or control while being used in the Named Insured's operations away from any Named Insured's premises. However, the coverage granted by this exception to Paragraphs (3) and (4) does not apply to: a. property at a job site awaiting or during such property's installation, fabrication, or erection; b. property that is mobile equipment leased by an Insured; CNA74858XX (1-15) Policy No: 6023113030 Page 12 of 18 Endorsement No: 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 06/30/2020 Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement c. property that is an auto, aircraft or watercraft; d. property in transit; or e. any portion of property damage for which the Insured has available other valid and collectible insurance, or would have such insurance but for exhaustion of its limits, or but for application of one of its exclusions. A separate limit of insurance and deductible apply to such property of others. See LIMITS OF INSURANCE as amended below. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE. C. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $25,000 is the most the Insurer will pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other personal property of others in the Named Insured's care, custody or control, while being used in the Named Insured's operations away from any Named Insured's premises. The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds $1,000. The Insurer has the right but not the duty to pay any portion of this $1,000 in order to effect settlement. If the Insurer exercises that right, the Named Insured will promptly reimburse the Insurer for any such amount. D. Paragraph 6., Damage To Premises Rented To You Limit, of LIMITS OF INSURANCE is deleted and replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage to any one premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, including contents of such premises rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1)(a)(ii) of the Other Insurance Condition is deleted and replaced by the following: (ii) That is property insurance for premises rented to the Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; 16. LIQUOR LIABILITY Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. CNA74858XX (1 - 15) Page 13 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: GEOENGINEERS, INC. Policy No: 6023113030 Endorsement No: 2 Effective Date: 06/30/2020 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 17. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: $N,NNN,NNN,NNN; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 18. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 19. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 20. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: CNA74858XX (1-15) Policy No: 6023113030 Page 14 of 18 Endorsement No: 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 06/30/2020 Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. 21. PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled s Exclusions is amended to delete the exclusion entitled Contractual Liability. N O O B. Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY provision, the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 21(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorney's fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred CNA74858XX (1-15) Policy No: 6023113030 Page 15 of 18 Endorsement No: 2 VALLEY FORGE INSURANCE COMPANY Effective Date: 06/30/2020 Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX (1-15) Page 16 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: GEOENGINEERS, INC. Policy No: 6023113030 Endorsement No: 2 Effective Date: 06/30/2020 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. is in effector becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above -referenced endorsement: With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products -completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C. DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractor/project manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. CNA74858XX (1-15) Page 17 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: GEOENGINEERS, INC. Policy No: 6023113030 Endorsement No: 2 Effective Date: 06/30/2020 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74858XX (1-15) Page 18 of 18 VALLEY FORGE INSURANCE COMPANY Insured Name: GEOENGINEERS, INC. Policy No: 6023113030 Endorsement No: 2 Effective Date: 06/30/2020 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc, with its permission. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. II. But if the written contract requires: A. additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. additional insured coverage with "arising out of language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. $ III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide 0 such additional insured with: A. coverage broader than required by the written contract; or s B. a higher limit of insurance than required by the written contract. 0 N IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. the preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. supervisory, inspection, architectural or engineering activities; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: CNA75079XX (10-16) Policy No: 6023113030 Page 1 of 2 Endorsement No: 11 VALLEY FORGE INSURANCE COMPANY Effective Date: 06/30/2020 Insured Name: GEOENGINEERS, INC. Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA Primary and Noncontributory Insurance CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (10-16) Page 2 of 2 VALLEY FORGE INSURANCE COMPANY Insured Name: GEOENGINEERS, INC. Policy No: 6023113030 Endorsement No: 11 Effective Date: 06/30/2020 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Business Auto Policy Policy Endorsement THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER 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" for Covered Autos Liability Coverage 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. lamed Insured: GEOENGINEERS, INC. :ndorsement Effective Date: 06/30/2020 SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION THAT THE NAMED INSURED IS OBLIGATED TO PROVIDE INSURANCE WHERE REQUIRED BY A WRITTEN CONTRACT OR AGREEMENT IS AN INSURED,BUT ONLY WITH RESPECT TO LEGAL RESPONSIBILITY FOR ACTS OR OMISSIONS OF A PERSON/ORGANIZATION FOR WHOM LIABILITY COVERAGE IS AFFORDED UNDER THIS POLICY Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. Form No: CA 20 48 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 1 1; Page: 1 of 1 Underwriting Company: National Fire Insurance Company of Hartford, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 6023117823 Policy Effective Date: 06/30/2020 Policy Page: 70 of 251 1� Copyright Insurance Services Office, Inc., 2011 BUSINESS INFORMATION Business Name: GEOENGINEERS, INC. UBI Number: 600 375 010 Business Type: WA PROFIT CORPORATION Business Status: ACTIVE Principal Office Street Address: 17425 NE UNION HILL RD, STE. 250, REDMOND, WA, 98052-6190, UNITED STATES Principal Office Mailing Address: 17425 NE UNION HILL RD, STE. 250, REDMOND, WA, 98052-6190, UNITED STATES Expiration Date: 09/30/2021 Jurisdiction: UNITED STATES, WASHINGTON Formation/ Registration Date: 09/17/1980 Period of Duration: PERPETUAL Inactive Date: Nature of Business: CIVIL ENGINEERING CONSULTING SERVICES REGISTERED AGENT INFORMATION Registered Agent Name: COGENCY GLOBAL INC. Street Address: 1780 BARNES BLVD SW, TUMWATER, WA, 98512-0410, UNITED STATES Mailing Address: GOVERNORS Title Governors Type GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL GOVERNOR INDIVIDUAL Entity Name First Name Last Name DAVID P. SAULS BILL WALLACE KING CHIN MAE NUMATA BRUCE WILLIAMS J.ROBERT GORDON JOHN YEGLIC DANIEL J. CAMPBELL MICHAEL HUTCHINSON DANA L. CARLISLE SIGNATORY AUTHORITY POLICY: AGREEMENTS RELATED TO PROJECT WORK The purpose of this policy is to define who has the signature authority on contracts, work products, leases and other agreements related to job -chargeable work that commits GeoEngineers contractually. Signing contracts and other agreements obligates GeoEngineers to third parties. The Board of Directors, exercises its fiduciary responsibility by establishing this policy to designate the level of signatory authority held by various individuals as outlined below. Document Type During Job Set-up Non -high risk project contracts Below $50,000 $50,000 to $150,000 $150,000 to $500,000 Over $500,000 High -risk project contracts Design -build procurement w/advance services (<$50K fees) Design -build procurement w/advance services (>$50K fees) GEI-led design -build construction or remediation Project requires travel abroad/contracting with foreign client High -risk projects or contracts Proposals/contracts > 20% of firm's net asset value After Job Set-up Other project agreements Modified GEI general conditions and client -written agreements GEI subcontractor/sub-consultant agreements (includes MSAs) GEI subcontractor/sub-consultant work/task orders and MSA authorizations Joint venture agreements GEI and client written MSA and on -call agreements Settlement agreements (claims) Board Approved on November 6, 2019 m � > 0 o m o e a e c � • � 10 E o m LLI 5 v m d Gl 0 d G W �I C C C C ■ • + C �I �I C C C C C • C C • C C C • ■ C C �1 �I C ■ . C C C C �I �I C ■ C C C 4 Document Type Modified billing rates (< 3.2 multiplier or >10% below SOC) Teaming, access, 31d party reliance, project -specific confidentiality agreements, surety bonds, permits and/or mechanic liens Purchases of 1 or more items worth $2,500 or more Leases or rentals worth $2,500 or more Technical reports Draft and final reports (formal or letter) •o o to m E tl! C a a+ Q e O W O C O U. it m c) Ci m d Q CS 0 d C vi C J J C J J C J J J C J J J J C • Written authorization is required by this individual J Approval required from any one (1) of the individuals. This individual's approval constitutes written authorization unless a specific individual is also designated (•). C Consultation required; doesn't require explicit approval but allows a response before action is taken. Notes: ■ Principal and Associate signatory authority is subject to GeoEngineers' Stock Purchase and Redemption Agreement (see specifically Sections 2.5; 3.2.2; and 3.2.4, item 5) and Shareholder Investment Level Policy regarding stock ownership and required minimum investment levels (MILs). A Principal or Associate who has not mettheir MIL must reach agreement with the C00 and CFO regarding a plan to do so in orderto maintain their signatory authority. ■ The C00 may require completion of the Risk Management Evaluation before providing written authorization. ■ The C00 may at any time revoke or delay granting signature authority to a Principal or Associate or may require peer review as a condition to granting signatory authority for technical documents. ■ In special circumstances, with approval of the CEO or C00, senior engineers/scientists may be granted long term signature authority for contractual/technical documents provided that there is documentation in the file that the Principal/Associate in charge has been briefed on each project and has transferred the authority to sign technical documents. Short term signature authority may also be granted in a letter or written e-mail by the CEO, COO or BUL to a Principal/Associate or Senior engineer/scientist for contractual/technical documents during their absence from the office. ■ Signature of any electronic form of the above documents shall be subject to the same requirements presented in the table. R Change orders are considered stand-alone contracts for purposes of determining signatory authority. • Associates may be the technical lead on projects exceeding $150,000. Project Manager is the person managing the project, regardless of their labor category. Board Approved on November 6, 2019