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16-105.00 Ogden Murphy & Wallace: Mobilitie Franchise OGDEN OGDEN MURPHY WALLACE,PLLC 901 FIFTH AVENUE,SUITE 3500 7206,447,7000 F 206,447.0215 OMWLAW.COM MURPHY SEATTLE,WA 98164-2008 WALLACE ATTORNEYS W. Scott Snyder 206.447.2260 ssnyder@omwlaw.com May 17,2016 Via U.S. Mail Cary P. Driskell City Attorney City of Spokane Valley 11707 East Sprague Avenue, Suite 103 Spokane Valley,WA 99206 Re: Mobilitie/ROW Legal Advice Consortium -Amended Engagement Dear Cary: As you are aware, a number of cities within the Puget Sound area have been approached by Mobilitie for a franchise/master right of way permit related to Mobilitie's proposed build-out of their facilities. In addition, Mobilitie has requested the ability to place poles within the rights of way and has described a wireless backhaul service that is different than other telecommunications providers in the area. Considering the large number of cities affected by Mobilitie's request for a franchise/master right of way permit, Ogden Murphy Wallace, P.L.L.C. is forming a consortium of cities to analyze, draft and negotiate Mobilitie's request. Based on conversations with other cities, the consortium currently consists of the following cities: Mountlake Terrace, Kent, Bellevue, Redmond, Kirkland, Mukilteo and Spokane Valley. W. Scott Snyder, Elana Zana and Daniel Kenny will be the principal attorneys leading the consortium. We will keep you apprised of the progress in the matter and unless otherwise directed by the City of Spokane Valley,you will be our primary point of contact. Potential Conflict of Interest Waiver Our Rules of Professional Conduct (the State standards governing our ethical obligations)discourage us from representing a consortium of cities unless you each consent after full disclosure. A risk of common representation is that a future conflict between the parties could arise. In the event of a future conflict, Ogden Murphy Wallace will withdraw from further representation of those cities in this matter. Obviously, we will at all times take reasonable steps to safeguard the confidentiality of all of your communications and documents. We do not believe that our ability to represent your city in connection with this matter will be adversely affected by our representation of the other jurisdictions. We will, however, be happy to discuss any reservations that you may have regarding these matters. (WSS1453973.DOCX;3/99910.001111/) Cary P. Driskell May 17, 2016 Page 2 This joint representation agreement does not preclude the individual representation of a city when addressing a concern unique to that specific city or where the city wishes to take actions independently of the others. Examples could include different procedures in city codes, attendance at a council meeting, or providing counsel on legal issues specific to a city. We will keep you informed of the progress with Mobilitie as well as decision points. You may at any point decide to continue independently of the consortium. Legal Fees The primary advantage of joint representation is that you will most likely save time and legal fees in having one set of lawyers analyze, draft and negotiate with Mobilitie. Additionally,the costs associated with the joint representation would be equally split between the participating cities. We estimate that Spokane Valley's proportional share would be about 14.29%. In addition, a "buy in" of three thousand dollars ($3,000) will be charged to reflect work done to date. This amount will be applied to the bills of current members. Should future members join, Spokane Valley will similarly receive a portion of new member's "buy ins". Upon finalizing the consortium participants we will send you a spreadsheet with a breakdown of the percentage split for each city. This spreadsheet is subject to change based on the entrance of new cities, or the decision by a city to no longer participate in the consortium. We will send an update on any change in the distribution of the costs: The fees associated with consortium representation will be as follows: $450/hour for W.Scott Snyder $400/hour for Elana Zana $300/hour for Daniel Kenny As stated above, these fees will be divided between all participating cities, so each city will only be charged a portion of this billing rate per hour. We will update you as cities join or withdraw from the consortium. Services performed by other attorneys at our firm on behalf of the consortium will be charged at billing rates between $300- $500, depending on the attorney. Services specific to your city, and for which your city is solely responsible,will be charged at the following rates: $320/hour for W.Scott Snyder $270/hour for Elana Zana $205/hour for Daniel Kenny We will bill you on a regular basis, normally each month, for all the time spent on your project and for other costs incurred relating to our work on your behalf. The activities for which our time will be billed will include: conference time, whether in person or on the telephone; document preparation and revision; negotiations; correspondence; staff or attorney supervision; factual and legal research and analysis; travel on your behalf; and other matters directly pertinent to and related to your matters handled by our firm. Some of our costs include an allocation for administrative services that is shared (WSS1453973.DOCX;3/99910.0011111} Cary P. Driskell May 17, 2016 Page 3 among the firm's clients. Typical of the costs for which you will be billed would be: filing fees; delivery fees;computer assisted legal research;copying;charges of outside experts and consultants; and travel. Supervising Attorney and Assistance As supervising attorneys, Scott and Elana will be responsible for seeing that the work is carried out in an efficient and economical manner. They may be assisted by other attorneys and legal assistants in our office. They are all bound to you by the same duties of loyalty and confidentiality that bind me. Terms of Engagement In our representation of clients, we think it is critical that our clients and the firm share the same understanding of the attorney-client relationship. To that end,you will find enclosed a copy of our Terms of Engagement. The Terms of Engagement describes more particularly how we will serve you. This engagement letter and the Terms of Engagement set forth our agreement with you. Please review both carefully and let us know whether you have any questions or comments regarding our relationship. Other Matters The provisions of this letter and the attached Terms of Engagement shall apply to any other work or matter for which you engage us,except to the extent contingent fees or flat fees are otherwise agreed upon. We appreciate your expression of confidence in Ogden Murphy Wallace, P.L.L.C. and would like to assure you that we will do our best to provide you with high quality legal services. If you have any questions or concerns during the course of our relationship, we encourage you to raise them with me or our Managing Member,Geoff Bridgeman or our Client Services Member, Karen Sutherland. Please indicate your consent to waive the potential conflict of interest and engage Ogden Murphy Wallace to represent the City of Spokane Valley by signing below and returning it to W. Scott Snyder(in the alternative, you may respond via e-mail). Please contact Scott if you have any questions. We look forward to working with you. Very truly yours, OGDEN MURPHY WALLACE, P.L.L.C. 0/// Olt W.Scott Snyde WSS:Ivs cc:Accounting Department {WSS1453973.DOCX;3/99910.00I111/) Cary P. Driskell May 17, 2016 Page 4 II- CONSENTED TO THIS V DAY OF ,2016. By: • • • Its: 1 (W SS 1453973.DOCX;3/99910.001111/) Cary P. Driskell May 17, 2016 Page 5 OGDEN MURPHY WALLACE,P.L.L.C. TERMS OF ENGAGEMENT General Rates The usual basis for determining our fees is the time expended by attorneys, paralegals and legal assistants of the firm. The rates for our services may change from time to time without notice, usually in September. Our current rate schedule is always available upon request. Whenever it is appropriate, we will use associate attorneys,law clerks or legal assistants in our office to keep your costs as low as possible. Other Factors in Rates Although time expended and costs incurred are usually the sole basis for determining our fees, by mutual agreement billings to you for legal services may, in some instances, be based on a more comprehensive evaluation of the reasonable value of the firm's services. The firm is committed to charging reasonable fees for its services. In certain situations,factors other than the amount of time required will have a significant bearing on the reasonable value of the services performed. Such factors include: the novelty and complexity of the questions involved; the skill required to provide proper legal representation; familiarity with the specific areas of law involved; the preclusion of other engagements caused by your work; the magnitude of the matter; the results achieved; customary fees for similar legal services; time limitations imposed by you or by circumstances; and the extent to which office forms and procedures have produced a high quality product efficiently. In circumstances where our fees will be based on or include factors other than our normal hourly charges and costs, we will notify you promptly and prior to proceeding. Any basic document fee which we may charge in your business matters has been and will be set in light of these various factors. Billing Fees and Costs We will bill you on a regular basis, normally each month,for all the time spent on your project and for other costs incurred relating to our work or on your behalf. The activities for which our time will be billed will include: conference time, whether in person or on the telephone; document preparation and revision; negotiations; correspondence; staff or attorney supervision; factual and legal research and analysis; travel on your behalf; and other matters directly pertinent to and related to your business and/or litigation matters handled by our firm. Typical of the costs for which you will be billed would be: filing fees;delivery fees;computer assisted legal research;copying; long distance telephone charges;charges of outside experts and consultants;and travel. Payment Interest You agree to make payment within thirty (30) days of receipt of our monthly statement. Outstanding balances that are not paid when due will accrue interest at the rate of one percent compounded monthly from the date of invoice until paid. (WSS1453973.DOCX;3/99910.001111/) Cary P. Driskell May 17, 2016 Page 6 Advance Fee Deposit New clients are usually requested to provide an advance fee deposit to the firm. The advance fee deposit is placed in a trust account as described below, and fees and expenses for legal services are then charged against the account. Paying an advance fee deposit does not relieve the client's obligation to pay monthly invoices. If an invoice remains unpaid, the firm reserves the right to apply the advance fee deposit to the unpaid balance and require an additional advance fee deposit before commencing further work. At the conclusion of our legal representation or at such time as the deposit is unnecessary,the remaining balance or an appropriate part of it will be returned to you. Trust Deposits All trust deposits from you will be held in a client trust account. By court rule in Washington, funds deposited to a trust account are subject to IOLTA (Interest on Lawyers Trust Account) participation in a pooled trust account. The exception is when the deposit is large enough to earn interest in excess of bank and administrative costs, and you request that it be held in a separate account, in which case the interest earned will be added to the deposit for your benefit and will be taxable income to you. IOLTA funds are used to support law-related charitable and educational activities. Termination You may terminate our representation at any time, with or without cause, by notifying us. Upon such action, all fees and expenses incurred before the termination are due to the firm. If such termination occurs,your original papers will be returned to you promptly upon receipt of payment for outstanding fees and costs. If you wish to have a copy of your file at the conclusion of our representation,we will provide it to you at the current copy rate per page then in effect at this firm. 741S Ga^'d-r (-'f S eV,AE" 6 E�v�.!6 1 7.01 "7) v MLTs s exr trt.i ro a Wel.,9-1,N e 1 j- FA-1)--1-1W S , Estimates You may, from time to time, ask us for estimates of our fees and expenses either in whole or in part. We are hesitant to give estimates because of their potential inaccuracy. However, if you require it,and if we do provide you with such estimates, they will be based upon our professional judgment, but always with a clear understanding that it is not a maximum or fixed fee quotation. We cannot guarantee that the actual fees and expenses will be at or below the estimates because of factors outside the control of the firm. Confidentiality and Electronic Communications We owe a duty of confidentiality to all of our clients. Accordingly, you acknowledge that we will not be required to disclose to you, or to use on your behalf, any information in our possession with respect to which we owe a duty of confidentiality to another current or former client. In addition, unless you advise us to use some other form of communication, we intend to use various communications devices in the normal course (which may include wired or wireless e-mail, cellular telephones, voice over Internet and electronic data/document web sites) to communicate with and send or make available documents to you and others. Absent special arrangements or circumstances, we do not employ encryption technologies in our electronic communications. Although there is some security risk with the (WSS1453973.DOCX;3/99910.001111/) Cary P. Driskell May 17, 2016 Page 7 current technology, we believe the benefits from using this technology outweigh the risk of accidental disclosure. By signing this letter, you consent to the use of these communication methods without encryption. Dispute Resolution If you disagree with the amount of our fee, please take up the question with your principal attorney contact or with the firm's managing member. Typically such disagreements are resolved to the satisfaction of both sides with little inconvenience or formality. Any disputes relating to these Terms of Engagement or the accompanying engagement letter (collectively this "agreement") or the amount of legal fees related thereto, will be submitted to arbitration through the American Arbitration Association (the "AAA") in Seattle, Washington, according to its then-effective rules, and Ogden Murphy Wallace, P.L.L.C. and you agree to be bound by the results of such arbitration. Arbitration expenses shall be borne equally by the parties. In the event of non-payment such that we have to pursue collection of your account, you agree to pay the costs of collecting the debt,including court costs and fees,and a reasonable attorney's fee. Withdrawal We reserve the right to withdraw from representing you if, for any reason, our fees are not timely paid in accordance with this agreement,or for any other appropriate cause. Disclaimer You acknowledge that we have made no guarantees regarding the disposition, outcome, or results of your legal or business matters, and all expressions we have made relevant thereto are only our opinions as lawyers based upon the information available to us at the time. Our beginning work on your behalf will constitute your acceptance of this agreement unless we receive a written objection from you within fourteen(14)days of the date of the accompanying engagement letter. Conclusion Thank you for retaining our firm. We look forward to working with you. (WSS1453973.DOCX;3/99910.001111/} '4�---" ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) R� 05/27/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Parker,Smith&Feek,Inc. PHONEo,Ext):425-709-3600 FAX 425-709-7460 2233 112th Avenue NE (E-MA L (AIC,No): Bellevue,WA 98004 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: National Fire Ins.Hartford INSURED INSURER B: Axis Surplus Insurance Company Ogden Murphy Wallace P.L.L.C. 901 5th Avenue Suite 3500 INSURER C: Seattle,WA 98164 INSURER D: INSURER E: INSURER F: COVERAGES 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 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 INSR VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A GENERAL LIABILITY 6021110700 6/1/2016 6/1/2017 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED 300,000 X COMMERCIAL GENERAL LIABILITY X PREMISES(Ea occurrence) $ CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG_ $ 4,000,000 POLICY PRO X JECT LOC $ A AUTOMOBILE LIABILITY 6021110700 6/1/2016 6/1/2017 a aocideDfSINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS XX NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION 602111 0700 WC STATU- X OTH- A AND EMPLOYERS'LIABILITY Y/N 6/1/2016 6/1/2017 TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE WA Stop Gap E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Lawyers Professional Liability EGN760570012016 10,000,000 Each Claim 10,000,000 Policy Agg 6/1/2016 6/1/2017 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Mobilitie consortium. City of Spokane Valley is an additional insured and coverage is primary and non-contributory on the general liability policy per the attached endorsement/form. - CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. Attn:Cary P.Driskell,City Attorney 11707 E Sprague Ave,Suite 103 AUTHORIZED REPRESENTATIVE Spokane Valley,WA 99206 0:7214 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 2 of 7 OGDEMURP(MAK00) SB-146932-E31 CNA (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED—BLANKET VENDORS h. "Bodily injury" or "property damage" arising WHO IS AN INSURED is amended to include as an out of the sole negligence of the vendor for its own acts or omission or those of its additional insured any person or organization (referred to below as vendor) with whom you employeesHowever,oanyone elsecacting does its agreed, because of a written contract or agreement behalf. this exclusion not apply to: to provide insurance, but only with respect to"bodily injury" or "property damage" arising out of "your (1) The exceptions contained in products"which are distributed or sold in the regular Subparagraphs d. or f.; or course of the vendor's business, subject to the (2) Such inspections, adjustments, tests or following additional exclusions: servicing as the vendor has agreed to 1. The insurance afforded the vendor does not make or normally undertakes to make apply to: in the usual course of business, in a. "Bodily injury" or "property damage" for connection with the distribution or sale which the vendor is obligated to pay of the products. damages by reason of the assumption of 2. This insurance does not apply to any insured liability in a contract or agreement. This person or organization, from whom you have exclusion does not apply to liability for acquired such products, or any ingredient, part damages that the vendor would have in the or container, entering into, accompanying or absence of the contract or agreement; containing such products. b. Any express warranty unauthorized by you; 3. This provision 2. does not apply to any vendor c. Any physical or chemical change in the included as an insured by an endorsement product made intentionally by the vendor; issued by us and made a part of this Policy. d. Repackaging, except when unpacked 4. This provision 2. does not apply if"bodily injury" solely for purpose ofn or "property damage" included within the sofor the testing,pr or the substitutioninspection,of "products-completed operations hazard" is excluded either by the provisions of the Policy parts under instructions from the or by endorsement. manufacturer, and then repackaged in the original container; 2. MISCELLANEOUS ADDITIONAL INSUREDS e. Any failure to make such inspections, WHO IS AN INSURED is amended to include as an adjustments, tests or servicing as the insured any person or organization (called vendor has agreed to make or normally additional insured) described in paragraphs 2.a. undertakes to make in the usual course of through 2.h. below whom you are required to add business, in connection with the distribution as an additional insured on this policy under a or sale of the products; written contract or agreement but the written f. Demonstration, installation, servicingor contract or agreement must be: e repair operations, except such operations 1. Currently in effect or becoming effective during performed at the vendor's premises in the term of this policy; and connection with the sale of the product; 2. Executed prior to the "bodily injury," "property g. Products which, after distribution or sale by damage" or "personal and advertising injury," you, have been labeled or relabeled or but used as a container, part or ingredient of Only the following persons or organizations are any other thing or substance by or for the additional insureds under this endorsement and vendor; or coverage provided to such additional insureds is limited as provided herein: SB-146932-E31 Page 1 of 5 (Ed. 06/11) 3 of 7 OGDEMURP(MAK00) SB-146932-E31 CNA (Ed. 06/11) a. Additional Insured—Your Work (b) The construction, erection, or That person or organization for whom you removal of elevators; or do work is an additional insured solely for (2) This insurance applies only with liability due to your negligence specifically respect to operations performed by you resulting from your work for the additional or on your behalf for which the state or insured which is the subject of the written political subdivision has issued a contract or written agreement. No coverage permit. applies to liability resulting from the sole negligence of the additional insured. This insurance does not apply to "bodily injury," "property damage" or"personal and The insurance provided to the additional advertising injury" arising out of operations insured is limited as follows: performed for the state or municipality. (1) The Limits of Insurance applicable to c. Controlling Interest the additional insured are those Any persons or organizations with a specified in the written contract or controlling interest in you but only with written agreement or in the respect to their liability arising out of: Declarations of this policy, whichever is less. These Limits of Insurance are (1) Their financial control of you; or inclusive of, and not in addition to, the Limits of Insurance shown in the (2) Premises they own, maintain or control Declarations. while you lease or occupy these premises. (2) The coverage provided to the additional insured by this endorsement and This insurance does not apply to structural paragraph F.9. of the definition of alterations, new construction and demolition "insured contract" under Liability and operations performed by or for such Medical Expenses Definitions do not additional insured. apply to "bodily injury" or "property d. Managers or Lessors of Premises damage" arising out of the "products- completed operations hazard" unless A manager or lessor of premises but only required by the written contract or with respect to liability arising out of the written agreement. ownership, maintenance or use of that specific part of the premises leased to you (3) The insurance provided to the and subject to the following additional additional insured does not apply to exclusions: "bodily injury," "property damage," or "personal and advertising injury" arising This insurance does not apply to: out of the rendering or failure to render (1) Any "occurrence" which takes place any professional services. after you cease to be a tenant in that b. State or Political Subdivisions premises; or A state or political subdivision subject to the (2) Structural alterations, new construction following provisions: or demolition operations performed by or on behalf of such additional insured. (1) This insurance applies only with respect to the following hazards for e. Mortgagee,Assignee or Receiver which the state or political subdivision A mortgagee, assignee or receiver but only has issued a permit in connection with with respect to their liability as mortgagee, premises you own, rent, or control and assignee, or receiver and arising out of the to which this insurance applies: ownership, maintenance, or use of a (a) The existence, maintenance, premises by you. repair, construction, erection, or This insurance does not apply to structural removal of advertising signs, alterations, new construction or demolition awnings, canopies, cellar operations performed by or for such entrances, coal holes, driveways, additional insured. manholes, marquees, hoistaway openings, sidewalk vaults, street f. Owners/Other Interests—Land is Leased banners, or decorations and similar An owner or other interest from whom land exposures; or has been leased by you but only with respect to liability arising out of the SB-146932-E31 Page 2 of 5 (Ed. 06/11) 4 of 7 OGDEMURP(MAKOO) SB-146932-E31 CNA (Ed. 06/11) ownership, maintenance or use of that insurance be either primary or primary and specific part of the land leased to you and noncontributing. subject to the following additional 4. LEGAL LIABILITY—DAMAGE TO PREMISES exclusions: This insurance does not apply to: A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To (1) Any "occurrence" which takes place Property, is replaced by the following: after you cease to lease that land; or k. Damage To Property (2) Structural alterations, new construction "Property damage"to: or demolition operations performed by or on behalf of such additional insured. 1. Property you own, rent or occupy, g. Co-owner of Insured Premises including any costs or expenses incurred by you, or any other person, A co-owner of a premises co-owned by you organization or entity, for repair, and covered under this insurance but only replacement, enhancement, restoration with respect to the co-owners liability as co- or maintenance of such property for owner of such premises. any reason, including prevention of h. Lessor of Equipment injury to a person or damage to another's property; Any person or organization from whom you 2. Premises you sell, give away or lease equipment. Such person or abandon, if the "property damage" organization are insureds only with respect arises out of any part of those to their liability arising out of the premises; maintenance, operation or use by you of equipment leased to you by such person or 3. Property loaned to you; organization. A person's or organization's 4. Personal property in the care, custody status as an insured under this endorsement ends when their written or control of the insured; contract or agreement with you for such 5. That particular part of any real property leased equipment ends. on which you or any contractors or With respect to the insurance afforded subcontractors working directly or these additional insureds, the following indirectly in your behalf are performing additional exclusions apply: operations, if the "property damage" arises out of those operations; or This insurance does not apply: 6. That particular part of any property that (1) To any "occurrence" which takes place must be restored, repaired or replaced after the equipment lease expires; or because "your work" was incorrectly (2) To "bodily injury," "property damage" or performed on it. "personal and advertising injury" arising Paragraph 2 of this exclusion does not out of the sole negligence of such apply if the premises are "your work" and additional insured. were never occupied, rented or held for Any insurance provided to an additional insured rental by you. designated under paragraphs b. through h. Paragraphs 1, 3, and 4, of this exclusion do above does not apply to "bodily injury" or not apply to "property damage" (other than "property damage" included within the damage by fire or explosion)to premises: "products-completed operations hazard." (1) rented to you; 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY (2) temporarily occupied by you with the CONDITIONS: permission of the owner, or H. Other Insurance (3) to the contents of premises rented to you for a period of 7 or fewer 4. This insurance is excess over any other consecutive days. valid and collectible insurance naming the A separate limit of insurance applies to additional insured as an insured whether Damage To Premises Rented To You as primary, excess, contingent or on any other described in Section D — Liability and basis unless a written contract or written agreement specifically requires that this Medical Expenses Limits of Insurance. SB-146932-E31 Page 3 of 5 (Ed. 06/11) 5 of 7 OGDEMURP'(MAKG0) SB-146932-E31 CNA (Ed. 06/11) Paragraphs 3, 4, 5, and 6 of this exclusion (4) Any "executive officer" or insurance do not apply to liability assumed under a manager, if you or an additional insured is a sidetrack agreement. corporation; Paragraph 6 of this exclusion does not (5) Any trustee, if you or an additional insured apply to "property damage" included in the is a trust; or "products-completed operations hazard." (6) Any elected or appointed official, if you or B. Under B. Exclusions, 1. Applicable to an additional insured is a political Business Liability Coverage, the last subdivision or public entity. paragraph of 2. Exclusions is deleted and replaced by the following: This paragraph e. applies separately to you and any additional insured. Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, 7. Bodily Injury do not apply to damage by fire to premises while rented to you or temporarily occupied by Section F. Liability and Medical Expenses you with permission of the owner or to the Definitions, item 3. "Bodily Injury" is deleted and contents of premises rented to you for a period replaced with the following: of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as "Bodily injury" means bodily injury, sickness or described in Section D. Liability And Medical disease sustained by a person, including death, Expenses Limits Of Insurance. humiliation, shock, mental anguish or mental injury by that person at any time which results as a C. The first Paragraph under item 5. Damage To consequence of the bodily injury, sickness or Premises Rented To You Limit of Section D. disease. Liability And Medical Expenses Limits Of Insurance is replaced by the following: 8. Expanded Personal and Advertising Injury Definition The most we will pay under Business Liability a. The following is added to Section F. Liability for damages because of "property damage" to any one premises, while rented to you, or and Medical Expenses Definitions, item 14. temporarily occupied by you, with the Personal and Advertising Injury, in the permission of the owner, including contents of Businessowners General Liability Coverage such premises rented to you for a period of 7 or Form: fewer consecutive days, is the Damage to h. Discrimination or humiliation that results in Premises Rented to You limit shown in the injury to the feelings or reputation of a Declaration. natural person, but only if such 5. Blanket Waiver of Subrogation discrimination or humiliation is based solely on either disparate impact (as opposed to We waive any right of recovery we may have disparate treatment) or vicarious liability, against: and: a. Any person or organization with whom you 1. Not done intentionally by or at the have a written contract that requires such a direction of: waiver. a. The insured;or 6. Broad Knowledge of Occurrence b. Any "executive officer," director, The following items are added to E. stockholder, partner, member or Businessowners General Liability Conditions in manager (if you are a limited the Businessowners Liability Coverage Form: liability company) of the insured; e. Paragraphs a. and b. apply to you or to any and additional insured only when such "occurrence," 2. Not directly or indirectly related to the offense, claim or"suit" is known to: employment, prospective employment, (1) You or any additional insured that is an past employment or termination of individual; employment of any person or person by any insured. (2) Any partner, if you or an additional insured b. The following is added to Exclusions, Section is a partnership; B.: (3) Any manager, if you or an additional insured is a limited liability company; (15)Discrimination Relating to Room, Dwelling or Premises SB-146932-E31 Page 4 of 5 (Ed. 06/11) 6 of 7 OGDEMURP(MAKC Q) SB-146932-E31 CNA (Ed. 06/11) Caused by discrimination directly or either by the provisions of the Policy or by indirectly related to the sale, rental, lease or endorsement. sub lease or prospective sale, rental, lease 9. Personal and Advertising Injury Re-defined or sub-lease of any room, dwelling or premises by or at the direction of any Section F. Liability and Medical Expenses insured. Definitions, item 14, Personal Advertising Injury, (16)Fines or Penalties Paragraph c. is replaced by the following: Fines or penalties levied or imposed by a c. The wrongful eviction from, wrongful entry into, governmental entity because of or invasion of the right of private occupancy of a discrimination. room dwelling or premises that a person or organization occupies committed by or on c. This provision (Expanded Personal and behalf of it's owner, landlord or lessor. Advertising Injury) does not apply if Personal and Advertising Injury Liability is excluded SB-146932-E31 Page 5 of 5 (Ed. 06/11) 7 of 7 OGDEMU)RP(MAKOG) r CERTIFICATE OF LIABILITY INSURANCE DAAI ) 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()es)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). caNTAcf PRODUCParker, mith&Feek,Inc. NAME: •FAXX No>425-709-7460 nNo.Est): 2233112th Avenue NE ADDRESS: Bellevue,WA 98004 INSURER(S)AFFORDING COVERAGE HNC E INSURER A: National Fire fns.Hartford INSURED INSURER B: Axis Surplus Insurance Company Ogden Murphy Wallace P.L.L.C. 901 5th Avenue Suite 3500 INSURER C: Seattle,WA 98164 INSURER D: INSURER S: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO THAT THE PPERIOD INDICATED.CERTIFY NOTWITHSTANDINGOLICIES ANY REQUIREMENT,TERM OR CONDOF INSURANCE LISTED BELOTION OFHAVEBEEN ANY CONTRACT OR OTHER DOCISSUED TO THE INSURED UMENT WITH RESPECT TOED ABOVE FOR THELICY 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. IL ADDL SUER POUCY EFF POLICY EXP UNITS TYPE OF INSURANCE INSR WW1 POUCY NUMBER (1NMIDDIYYYYI IMMIDDIYYYYI A GENERAL UABILIIY 6021110700 6/1/2017 6/1/2018 'EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY X ,DAMAGE TO RENTED 300,000 PREMISES R NTED nee) S CLAIMS-MADE Ti OCCUR MED EXP(Arty one person) $ 10,000 PERSONALS ADV INJURY j 2,000,000 GENERAL AGGREGATE S 4,000,000 GEN'L AGGREGATE LIMIT APPUES� PER PRODUCTS-COM0,0 COMP/OP AGG $ 4.0000 —1 POLICY f'PIFCaT f x t LOC $ AAUTOMOBILE UABIUTY ,6021110700 6/1/2017 .6/12018 mcoi refs adeennnSINGLE LIMIT ;s 1,000,000 _ ANY AUTO BODILY INJURY(Per person) S — ALL OWNED —SCHEDULED_ AUTOS AUTOS BODILY INJURY(Per eoddord) S X HIRED AUTOS X AUTOS VNED PROPERTY DAMAGE ,(Per ecddenr i $ UMBRELLA LIAR OCCUR EACH OCCURRENCE S EXCESS LAB CLAIMS-MADE AGGREGATE S DED RETENTION S S WC STATU- 011i- WORKERS COMPENSATION 6021110700 6/1/2017 6/1/2018 TORY LIMITS x ER A AND EMPLOYERS'LIABILITY YIN " 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE WA Stop Gap a El.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? LI N/A 1,000,000 (Mandatory In NH) `E.L.DISEASE-EA EMPLOYEES Hyp,desalhe under E L.DISEASE•POLICY LMIT ;S 2,000,000 DESCRIPTION OF OPERATIONS below B Lawyers Professional Uability EGN760570012017 6/1/2017 6/12018 10,000,000 Each Claim 10,000,000 Policy Agg DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES(Attach ACORD 101,Additional Remarks Schedule N morespace Is required) Mobilitle consortium. City of Spokane Valley Is an additional insured and coverage Is primary and non-contributory on the general liability policy per the attached endorsements/forms. CERTIFICATE HOLDER CANCELLATION • SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley Attn:Susan Bullock 11707 E Sprague Ave,Suite 103 AUTHORIZED REPRESENTATIVE Spokane Valley,WA 99206 .`,,,ru.,. yt„ r i 01988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD