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15-070.00 Piper Jaffray & Co. 0 AGREEMENT FOR PROFESSIONAL SERVICES Piper Jaffray&Co. THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter "City" and Piper Jaffray & Co., hereinafter "Consultant,"jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1.Work to Be Performed. Consultant shall provide all labor,services and material to satisfactorily complete the attached Scope of Services. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work,Consultant shall contact the City Manager or designee to review the Scope of Services,schedule and date of completion. The Scope of Services is attached hereto as Exhibit 1. Upon notice from the City Manager or designee, Consultant shall commence work,perform the requested tasks in the Scope of Services,stop work and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement,Consultant represents it possesses the ability,skill and resources necessary to perform the work and is familiar with all current laws,rules and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient compensation for its timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession,and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2.Term of Agreement. This Agreement shall be in full force and effect upon execution and shall remain in effect until the closing and delivery of the Bonds as described in the Scope of Services. The Consultant shall thereafter have no continuing fiduciary or other duties to the City under this Agreement. Either Party may terminate this Agreement for material breach after providing the other Party with at least ten Agreement for Professional Services Page 1 of 7 days' prior notice and an opportunity to cure the breach. Either Party may, in addition, terminate this Agreement for any reason by ten days' written notice. In the event of termination without breach,City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant$15,000 plus$1/$1,000 of Bonds sold based upon the par amount of the Bond issue,plus expenses as outlined below as full compensation for everything done under this Agreement. Consultant shall not perform any extra, further or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. If the Bonds are not issued in the form of a traditional limited tax general obligation bond or bank placement and are issued in the form of a"63-20 financing",the fee would be equal to$30,000 plus$1/$1,000 of bonds sold based upon the par amount of the Bond issue. Expenses. The City shall reimburse the Consultant in addition to the fees outlined above for the printing and mailing costs associated with the preliminary and final official statement,including the application for CUSIP numbers and any other related costs,for the Project to be implemented as described in the Scope of Services. The drafting of the preliminary and final official statement shall be included in the fees outlined above. The Consultant shall be responsible for all of the Consultant's out-of-pocket expenses, including communication,cost of financial analysis and reports prepared in fulfilling its duties outlined herein. If travel is directed by the City to places other than the Spokane area, the City shall reimburse the Consultant for its expenses.The City shall be responsible for the payment of all fees and expenses commonly known as Costs of Issuance, including but not limited to: publication expenses, local legal counsel, bond counsel,ratings,credit enhancement,travel associated with securing any rating or credit enhancement,printing of bonds,printing and distribution of required disclosure documents,trustee fees,paying agent fees,CUSIP registration,and the like. 4.Payment. Consultant shall be paid upon closing of the financing transaction. City reserves the right to withhold payment under this Agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services,City standards,City Code,and federal or state standards. 5.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: City of Spokane Valley Name: Piper Jaffray&Co. Attention: Christine Bainbridge,City Clerk Attention: Public Finance Department Address: 11707 East Sprague Ave, Suite 106 Address: 800 Nicollet Mall, Suite 1000 Spokane Valley,WA 99206 Minneapolis,MN 55402 With a copy to: Name: Piper Jaffray&Co. Attention: General Counsel Department Address: 800 Nicollet Mall, Suite 1000 Minneapolis,MN 5402 6.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with all applicable federal,state,and local laws and regulations. Consultant warrants that its designs,construction Agreement for Professional Services Page 2 of 7 documents,and services shall conform to all federal,state and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A.By executing this Agreement,the Consultant certifies to the best of its knowledge and belief,that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local)transaction or contract under a public transaction;violation of federal or state antitrust statues or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements,or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal,state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. 8.Relationship of the Parties. It is understood,agreed and declared that Consultant shall be an independent contractor,and not the agent or employee of City,that City is interested in only the results to be achieved,and that the right to control the particular manner,method and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant.The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. The City and Consultant intend and agree that,to the extent the performance of services by the Consultant constitutes municipal advisory activities within the meaning of rule 15B(a)(1)of the Securities Exchange Act of 1934 or otherwise creates a duty of the Consultant under Section 15B(c)(1)of the Securities Exchange Act of 1934 or Rule G-23 of the Municipal Securities Rulemaking Board,such duty does not extend beyond the services to be provided with respect to work described in the Scope of Services and such duty does not extend to or to any other contract,agreement,relationship,or understanding of any nature between the City and the Consultant. 9.Legal and Accounting Advice. It is understood,agreed and declared that Consultant is not legal counsel or an accountant and is not providing legal or accounting guidance,including specifically,but not limited to,any legal advice to the City in connection with federal and state laws relating to disclosure in connection with municipal securities. None of the services contemplated in this Agreement shall be construed as or a substitute for legal services. The City acknowledges that any Official Statement distributed in connected with an issuance of securities are statements of the City and not of Consultant,except as may otherwise be provided therein. 10.Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by Agreement for Professional Services Page 3 of 7 Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to RCW 42.56 or other applicable public record laws. The written,graphic,mapped,photographic,or visual documents prepared by Consultant under this Agreement shall,unless otherwise provided,be deemed the property of City. City shall be permitted to retain these documents,including reproducible camera-ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish,disclose,distribute and otherwise use,in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 11.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit,examine and make excerpts or transcripts from such records and to make audits of all contracts,invoices,materials,payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder or other longer period as required by state or federal law. 12. Insurance. Consultant shall procure and maintain for the duration of the Agreement,insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents,representatives,employees or subcontractors. A.Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1. Automobile liability insurance covering all non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary,the policy shall be endorsed to provide contractual liability coverage. 2.Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 or a substitute form providing equivalent liability coverage and shall cover liability arising from premises,operations,independent contractors and personal injury and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City. 3.Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4.Professional liability insurance appropriate to Consultant's profession. B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2.Commercial general liability insurance shall be written with limits no less than$1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $1,000,000 per claim and$1,000,000 policy aggregate limit. Agreement for Professional Services Page 4 of 7 C. Other Insurance Provisions. The insurance policies are to contain,or be endorsed to contain,the following provisions for automobile liability,professional liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to City. Any insurance,self-insurance,or insurance pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall fax or send electronically in.pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A-:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement. The certificate shall specify all of the parties who are additional insureds,and will include applicable policy endorsements. In the event of a lawsuit in which the City is a named party, complete copies of applicable insurance policies in which the City is a named additional-insured shall be provided to City upon request. Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions,and/or self-insurance. 13. Standard of Performance.The City and Consultant intend and agree that,to the extent the performance of services by the Consultant constitutes municipal advisory activities within the meaning of rule 15B(a)(1)of the Securities Exchange Act of 1934 or otherwise creates a duty of the Consultant under Section 15B(c)(1)of the Securities Exchange Act of 1934 or Rule G-23 of the Municipal Securities Rulemaking Board,Consultant agrees to perform work in a manner consistent with conduct standards, including a federal fiduciary duty, applicable to it pursuant to Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable Municipal Securities Rulemaking Board rules. 14.Waiver. No officer,employee,agent or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other Party. 16.Subcontracts. Except as otherwise provided herein,Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 17.Confidentiality. Consultant may, from time to time,receive information which is deemed by City to be confidential. City shall identify in writing to the Consultant in writing any such information that City deems to be confidential. Consultant shall not disclose such confidential information without the prior express written consent of City or upon order of a court of competent jurisdiction with the exception of information requested pursuant to a regulatory examination, judicial proceeding, or subpoena or requested by regulatory or Agreement for Professional Services Page 5 of 7 enforcement entities bodies having jurisdiction over the Consultant;provided Consultant shall endeavor to provide notice to the City prior to such disclosure. 18. Jurisdiction and Venue. This Agreement is entered into in Spokane County,Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing,Consultant agrees that it may,at City's request,be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of,or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s) decision therein shall be final and binding on Consultant and that judgment maybe entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 20.Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,modified or altered except in writing signed by the Parties hereto. 21.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted or granted a present or future gift,favor,service or other thing of value from any person with an interest in this Agreement. 22.Business Registration. Prior to commencement of work under this Agreement,Consultant shall register with the City as a business. 23.Severability. If any section,sentence,clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section, sentence,clause or phrase of this Agreement. 24.Exhibits. Exhibits attached and incorporated into this Agreement are: 1. Scope of Services 2. Insurance Certificates / e_ The Parties have executed this Agreement thifi/day of // , 2015. CITY 0. POKANE VALLEY Consultant: i i 7, ,r.Ar , \ A,AA,S6,(AA 1A--%--,,,,6,_ Mike Jackson,,ity Manager By: L t r(k ekA $V VdL_- Its: Authorized Representative ATTE T: APPRO D S TO FORM: ristine Bainbridge,City Clerk Office the City Attorney Agreement for Professional Services Page 6 of 7 Exhibit 1 Scope of Services The City requires the provision of financial services in connection with the issuance by the City of Limited Tax General Obligation Bonds or other appropriate form of debt financing (the "Bonds") in 2015 or 2016 to finance the project costs related to the purchase of real property for a new City Hall facility, design and construction of the new City Hall facility, and purchase of fixtures for the new City Hall facility (the "Project"). The Scope of Services shall include assistance in the following areas with respect to the issuance of the Bonds and completion of the Project. a. Advise the City on the appropriate type of debt financing(bonds,bank loans, "63-20", etc...). b. Develop and recommend a timeline for the issuance of the Bonds in conjunction with the timeline that is set for the Project. c. Provide alternative debt retirement schedules including relevant cash flows. d. Comment on the value and use of credit ratings or credit enhancement; coordinate the process securing credit rating or credit enhancement, including preparation of any necessary ratings presentations and participating in any ratings presentations. e. Draft offering documents,which include the preliminary and final official statement and any related offering documents. f. Review other Bond-related documents as appropriate and within the scope of its services as a financial advisor to the City. g. Attend meetings with the City or other parties as necessary. h. Advise the City on the appropriate method of sale and assist in facilitating an RFP process or facilitate a competitive sale. -During the sale of the Bonds,Consultant shall provide advice to the City with respect to the fairness and reasonableness of interest rates the City receives and fees paid by the City to underwriter. -Provide bond pricing numbers. i. Sign certificates standard to financial advisors in connection with bond closing. j. Coordinate the closing of the transaction. Agreement for Professional Services Page 7 of 7 ----""1 � DATE(MM/DD/YYYY) AO! R� CERTIFICATE OF LIABILITY INSURANCE 01/05/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-612-333-3323 CONTACT Janet Rodriguez NAME: Hays Companies PHONE FAX (A/C.No.Ext); 612-333-3323 (A/C,No): E-MAIL rodri ez@ha scorn anies.com 80 South 8th Street ADDRESS: J gu Y P Suite 700 INSURER(S)AFFORDING COVERAGE NAIC# Minneapolis, MN 55402 INSURER A: ATLANTIC SPECIALTY INS CO 27154 INSURED INSURER B: SENTRY INS A MUT CO 24988 Piper Jaffray Companies Attn: CAS & SURETY CO 19038 Attn: Eric Emmette INSURER C 800 Nicollet Mall INSURERD: INSURER E: Minneapolis, MN 55402-7020 INSURERF: COVERAGES CERTIFICATE NUMBER:42671492 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP WLIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY X 712008488-0002 11/01/14 11/01/15 EACH OCCURRENCE $ 1,000,000 DAMAGE CLAIMS-MADE X OCCUR PREM SESO(EaENTEoccu ence) $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- JECT X LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 712008488-000211/01/14 11/01/15 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X % NON OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ 13 WORKERS COMPENSATION90-15552-03 (AOS) 11/01/14 11/01/15 X STATUTE ERH AND EMPLOYERS'LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE N N N/A 90-15552-04 (Retro) 11/01/14 11/01/15 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liability 105876032 12/31/14 12/31/15 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Spokane Valley is Additional Insured on a Primary and Non-Contributory basis with respects to the General Liability policy subject to the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 11707 East Sprague Ave, Suite 106 AUTHORIZED REPRESENTATIVE Spokane Valley, WA 99206 IISA ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD EDay 42671492 (6-610 ARt CERTIFICATE OF LIABILITY INSURANCE °10/28/2015 V) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-612-333-3323 NAME: Janet Rodriguez Hays Companies PHONE AA/C.No,E%0: 612-333'3323 FAX No): E-MAIL ____ rodri ez®ha sco anies 80 South 8th Street ADDRESS: j gu y � .com Suite 700 -______^INSURER(S)AFFORDING COVERAGE NAIC I Minneapolis, MN 55402INSURERA: ATLANTIC SPECIALTY INS CO 27154 INSURED INSURERS: SENTRY INS A MDT CO 24988 Piper Jaf fray Companies INSURER C: SENTRY CAS CO 28460 Atter: Eric h'tnmette TRAVELERS CAS & SURETY CO 119038 800 Nicollet Mall INSURERD: l INSURER E: I Minneapolis, MN 55402-7020 INSURERF: COVERAGES CERTIFICATE NUMBER:45330785 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR1 ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR, TYPE OF INSURANCE INS() WVD POLICY NUMBER (MMIDMI D/VVVV) (MDD/YVYV) A X COMMERCIAL GENERAL LIABILITY X 7120084880003 11/01/15 11/01/16 EACH OCCURRENCE s 1,000,000 DAMAGE TO RENTED 1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO X JECT LOC PRODUCTS-COMP/OP AGG S 2,000,000 — OTHER: a A. AUTOMOBILE LIABILITY 7120084880003 11/01/15 11/01/16 COMBINEDccident)SINGLE LIMIT $ 1,000,000 (Ea a ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS AUTOS NON-OWNED PROPERTY DAMAGE S X HIRED AUTOS X AUTOS (Per accident) S UMBRELLA LIAB I OCCUR EACH OCCURRENCE S -- EXCESS LIAB I CLAIMS-MADE AGGREGATE S DED I RETENTIONS S B WORKERS COMPENSATION AND EMPLOYERS'LIABILITY 90-15552-04 (Retro) 11/01/15 11/01/16 X I STATUTE 124H. Y!N C ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A 90-15552-03 (AOS) 11/01/15 11/01/16 E.I.EACH ACCIDENT S 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L._ DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ 1,000,000 D Professional Liability 105876032 12/31/14 12/31/15 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Spokane Valley is Additional Insured on a Primary and Non-Contributory basis with respects to the General Liability policy subject to the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 11707 East Sprague Ave, Suite 106 AUTHORIZED REPRESENTATIVE {'�� Spokane Valley, WA 99206 tiLs� USA ®1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD EDay 45330785 r 0 DATE(MM/DD/YYYY) ACORD CERTIFICATE OF LIABILITY INSURANCE 12/31/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-612-333-3323 CONTACT Ross Nerison NAME: Hays Companies PHONE FAX (A/C.No.Ext): 612-333-3323 (A/C,No): E-MAIL rnerison@ha scorn anies.com 80 South 8th Street ADDRESS: Y P Suite 700 INSURER(S)AFFORDINGCOVERAGE NAI6# Minneapolis, MN 55402 INSURER A: ATLANTIC SPECIALTY INS CO 27154 INSURED INSURER B: SENTRY INS A MUT CO 24988 Piper Jaffray Companies INSURER C: SENTRY CAS CO 28460 Attn: Eric Emmette 800 Nicollet Mall INSURER D: TRAVELERS CAS & SURETY CO 19038 INSURER E: Minneapolis, MN 55402-7020 INSURERF: COVERAGES CERTIFICATE NUMBER:45813231 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH—HIS 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 ADDL.SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY X 7120084880003 11/01/15 11/01/16 EACH OCCURRENCE $ 1,000,0001 DAMAGE TO CLAIMS-MADE X OCCUR PREMISES Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO X JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,00C OTHER: $ 7120084880003 11/01/15 11/01/16 COMBINED A AUTOMOBILE LIABILITY (Ea accident)SINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS (Per accident) $ UMBRELLA LIAB _OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION 90-15552-04 (Retro) 11/01/15 11/01/16 X STATUTE OTH- ER AND EMPLOYERS'LIABILITY Y/N� C ANY PROPRIETOR/PARTNER/EXECUTIVE I N/A 90-15552-03 (AOS) 11/01/15 11/01/16 E.L.EACH ACCIDENT $ 1,000,00p OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,003 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liability 105876032 12/31/15 12/31/16 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Spokane Valley is Additional Insured on a Primary and Non-Contributory basis with respects to the General Liability policy subject to the policy terms and conditions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED B FORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVER D IN ACCORDANCE WITH THE POLICY PROVISIONS. 11707 East Sprague Ave, Suite 106 AUTHORIZED REPRESENTATIVE Spokane Valley, WA 99206 �yy� . 1 USA (� ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD RNerison 45813231 1 5—I1