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19-048.00 Paine Hamblen: Construction Consultant Contract No. 19-0'-ig AGREEMENT FOR PROFESSIONAL SERVICES Paine Hamblen LLP THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter "City" and Paine Hamblen LLP. hereinafter "Consultant,"jointly referred to as "Parties.- IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows I Work to Be Performed. Consultant shall provide all labor,services,and material to satisfactorily complete the Scope of Services, attached as Exhibit A. 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 rey iew the Scope of Sen ices,schedule,and date of completion,as applicable 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 for the 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 and in accordance with the Rules of Professional Conduct for the Practice of law in the State of Washington. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or ads isable. Consultant shall accept modifications when ordered in wntuig by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such recisions in the work as arc necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. I his Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Hither Party.may .1grccment for Professional Sen ices Nall pi ofessional habil t) ury ci ager Page I of 9 Contract No. I terminate this Agreement at any time for any reason after providing the other Party with at least 10 days'prior notice.In the event of termination without a breach of this Agreement by Consultant,City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. Consultant may withdraw from representing City in accordance with the Rules of Professional Conduct and the reasons stated therein. 3 Compensation. City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of $220 00 per hour for partners, $200 00 per hour for associates and $100 00 per hour for paralegals as full compensation for everything done under this Agreement, r rt fe^`har Exhibit B 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 Besides the above fees, City shall reimburse Consultant for costs and expenses incurred in connection with Scope of Services. City may be asked to pay for certain expenses in advance or directly when the amounts are large, such as filing fees, expert inspections and/or preparation of reports, depositions, or bulk mailings. Charges incurred for services provided by third parties, including messenger services, special handling costs for mailing, outside copying services, and long distance charges will be killed to City at Consultant's cost. Other expenses normally incurred on City's behalf, such as court costs, postage, electronic research, photocopies,printouts.scans of documents,facsimile transmissions,will be billed at rates normally charged by Consultant for those costs. 4 Payment. Consultant shall he paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable Judgment of the City Manager or designee to he noncompliant with the Scope of Services, City standards, City Code, and federal or state standards 5 Notice. Notices other than applications for payment shal l be given in writing as follows. TO THE CITY: TO FHE CON SULTAN I': Name. Christine Bainbridge. City Clerk Name: Shane D. McFetridge Phone: (509) 720-5000 Phone. (509)455-5062 Address 10210 East Sprague Avenue Address. 717 W. Sprague Ave., Suite 1200 Spokane Valley, WA 99206 Spokane, WA 99201 6 Applicable Laws and Standards. The Parties, in the perfomiance of this Agreement,agree to comply with all applicable federal, state, and local laws, regulations and the Rules of Professional Conduct. 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 Agreement for Professional Sen ices I++ith professional hahihq cowragcl Page 2 of 9 Contract No. I 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 statutes 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 and agreed 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 9. Ownership of Documents. After the Scope of Services has been completed and/or, upon the City's request.Consultant will deliver to City(i)the original documents provided by City to Consultant. if any;and (i0 all City's funds or property in Consultant's possession. if any. City understands that all of Consultant's work product will be owned and retained by Consultant.Consultant may store an electronic copy of City's file for a reasonable time, but such storage will not be indefinite. City must maintain the copy of City's file. City agrees to pay for the cost of copying,scanning, transferring, destroying, and producing City's files until they are destroyed City shall be permitted to retain copies of Consultant's work product documents.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 10 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,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. I I. 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 Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent Agreement for Piotessional Services(with processional liability cm erase) Page 3 of 9 Contract No. 1 contractors and personal injury,and advertising injury. City shall be named as an additional insuied under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26 2. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 3. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits. I Commercial general liability insurance shall be written with limits no less than$1,000,000 for each occurrence,and $2,000,000 for general aggregate 2 Professional liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit C. Other Insurance Provisions, The policies are to contain, or be endorsed to contain,the following provisions for automobile liability and commercial general liability insurance. 1. Consultant shall fax or send electronically in pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. 2. If Consultant maintains higher insurance limits than the minimums shown above,City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant 3. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement,upon which the City may,after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement,or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A VII F. EA idence 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,which shall be Exhibit C. 1 he certificate shall specify all of the parties who are additional insureds,and shall include applicable policy endorsements, and the deduction or retention level Insuring companies or entities are subject to City acceptance If requested, complete copies of insurance policies shall be provided to City Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance Agreement fur Notessional Services(with professional liability coverage) Page 4 of 9 Contract No. I 12 Indemnification and Hold Harmless. Consultant shall,at its sole expense,defend, indemnify,and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs,attorney's fees,costs of litigation,expenses, injuries,and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors, or omissions in the sen ices provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to defend,indemnify,and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RCW T24.115. Consultant's duty to defend,indemnify,and hold City harmless against liability for damages arising out of such sere ices caused by the concurrent negligence of(al City or City's agents or employees, and (b)Consultant, Consultant's agents, subcontractors, subconsultants, and employees shall apply only to the extent of the negligence of Consultant. Consultant's agents, subcontractors, subconsultants. and employees. Consultant's duty to defend, indemnify.and hold City harmless shall include,as to all claims,demands, losses, and liability to which it applies,City's personnel-related costs,reasonable attorney s'fees,the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim-related expenses. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity under this provision extends only to claims against Consultant by City.and does not include, or extend to, any claims by Consultant's employees directly against Consultant Consultant hereby certifies that this indemnification provision was mutually negotiated. 13 Waiver. No officer.employee, agent,or other individual acting on behalf of either Party has the power, right,or authority to naive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waits er of any other subsequent breach or nonperformance. A II remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein m 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 pros ision 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 partthereof 14. 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 prior written consent of the other Party 15 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 16 Confidentiality. Consultant may, from time-to-time, receive information which is deemed by City to be confidential Consultant shall not disclose such information without the prior express written consent of Cit or upon order of a court of competent jurisdiction Agreement for Professional Services lxith pwtessional liability cos eragel Page 5 of 9 Contract No. I 17. 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,betoined 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 thatfudgment may be entered upon it in any court having Jurisdiction thereof 18 Cost and Attorney's Fees. I'he 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) 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. 1 his Agreement may not be changed,modified,or altered except in writing signed by the Parties hereto. 20. 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. 21. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22 Severability. If any section.sentence,clause,or phrase of this Agreement should be held to be invalid (hr any reason by a court ofcompetent jurisdiction, such invalidity shall not affect the validity of any other section. sentence, clause,or phrase of this Agreement 23. Exhibits. Exhibits attached and incorporated into this Agreement are. A. Scope of Services C Insurance Certificates D. Assurance of compliance with applicable federal law ,/ The Parties have executed this Agreement this d of r Vary k. 20 I/ CITY OF SPOKANE( 1lVALLEY Consu . �t: Mark Calhoun. City Manager By. Shane D Mc 'ridge Its Authorized Representative AT . 1. Christine Bainbridge. City Clerk: - Agreement tm Professional ServiLes(with professional liability coverage) Page 6 of 9 Contract No. 1 APPROVED AS TO FORM: Off] of th ity Attorney Agreement for Professional Sen Ices luith professional lability une'agel Page 7 of 9 SCOPE OF SERVICES—Exhibit A Paine Hamblen, LLP, shall provide review and advice regarding any unresolved design and/or construction issues relating to City Hall at 10210 East Sprague, substantially completed in 2017. 68146932F CNA /NA (Ed.8-18) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS 1. Blanket Additional Insured Provisions A. Additional Insured—Blanket Vendors 9, Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coveraas 1. Primary—Noncontributory orovleloq 7. Definition nt"written contract." IL Liability Extension Coverages A. Bodily(Merv—Expanded Definition B. Broad Knowlsdap of Occurrence C. Estates.I Baal Representatives and Spouses A. Leaaal Liability—Damage to Premises E. Personal end Advertlelna injury—Discrimination or Humiliation F. Personal and Advertising infirm—Broadened FvletioD D. Waiver of Subroaafion•Blanket 1 BLANKETADDITIONAL NSURED PROVISIONS A, ADDITIONAL INSURED—BLANKET VENDORS Who le An Insured Is amended to include as an additional Insured any person or organization (referred to below as vendor)with whom you agreed under a'wrlllen coniracl'to provide Insurance,bur only with respect to 'bodily Injury'or'properly damage'arising out of'your products'which are distributed or sold in the regular course of the vendor's business,subject to the following additional exclusions: 1. The Insurance afforded the vendor does not apply to: a. 'Bodily Injury'or'properly damage'for which the vendor is obligated to pay damages by reason of the assumption of liability In a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have In the absence of the contract or agreement; b. My express warranty unauthorized by you; o. Any physical or chemical change In the product made Intentionally by the vendor; d. Repackaging,except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under Instructions from the manufacturer, and then repackaged In the original container; 6B146932F(8-16) Page 1 of 7 Oopydehl,ONA All Ruble Reserved. CNA B(Ed a ie) e. Any failure to maks such inspeotIons, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business,In conneollon with the distribution or sale of the products; 1. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises In connection with the sale of the product; g. Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or h. 'Bodily injury'or'property damage'arising out of the sole negligence of the vendor for Its own acts or omissions or those of Its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (1) The exceptions contained In Subparagraphs d.or I.;or (2) Such inapeotions, adjustments, teals or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business,in connection with the dlelrlbation or sale of the products. 2. This insurance does not apply to any Insured person or organization, from whom you have acquired such products,or any Ingredient,part or container,entering into,accompanying or containing such products. 3. This provision 2.does not apply to any vendor Included as an Insured by an endorsement Issued by us and made a part of this Policy. 4. This provision 2, does not apply If 'bodily Injury' or 'property damage' Included within the 'products- completed operations hazard'is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to Include as an Insured any person or organization (called additional insured) described In paragraphs as. through 3.j. below whom you are required to add as an additional insured on this policy under a'written contract': l i 2. However, subject always to the terms and conditions of this policy, Including the limits of insurance, we will not provide the addltlonal Insured with: a, A higher limit of Insurance than required byauch'written contract; b. Coverage broader than required by such'written contract'and In no event greater than that described by the applicable paragraph a.through k.below;or o. Coverage for 'bodily Injury' or 'property damage' Included within the 'products-completed operations hazard.' But this paragraph o. does not apply to the extent coverage for such liability le provided by paragraph 3.1.below. Any coverage granted by Ihls endorsement shall apply only to the extent permitted by law. 3, Only the following persons or organizations can quality as additional Insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling Interest in you but only with respect to their liability arising out of: (1) such person or organization's financialcontrol of you;or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional Insured. (, S0146932F(8.18) Page 2 of 7 eapwighl,CNA M mghle Reserved 146932F CNA 6(Ed.6.6) b. Co-owner of heated Premises A coowner of a premises co-owned by you and covered under this Insurance but only with respect to the co-owners liability for'bodily Injury', 'property damage'or'personal and advertising Injury' as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for 'bodily injury', 'property damage', or 'personal and advertising Injury' as grantor of a franchise to you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for'bodily Injury', 'property damage' or 'personal and advertising Injury' caused In whole or In part by your maintenance, operation or use of such equipment, provided that the 'occurrence' giving rise to such 'bodily Injury' or 'property damage' or the offense giving rise to such 'personal and advertising injury' lakes place prior to the termination of such lease, a. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for'bodily injury', 'properly damage'or'personal and advertising Injury'arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the 'occurrence'giving rise to such'bodily Injury'or 'property damage' or the offense giving dee to such 'personal and advertising Injury', takes place prior to the termination of such lease.The insurance hereby afforded to the additional insured 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 I An owner or lessor of premises leased to you, or suoh owner or lessor's real estate manager, but only with respect to liability for 'bodily injury', 'properly damage' or'personal and advertising Injury'arising g out of the ownership,maintenance or use of such part of the premises leased to you,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 insurance hereby afforded to the additional Insured does not apply to structural alterations, new construction or demolition 5 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 ownership,maintenance, or use of a premises by you. This Insurance does not apply to structural alterations, new construction or demolition operations performed by,on behalf of or for such additional Insured, h. State or Political Subdivisions ® A stale or government agency or subdivision or political subdivision that has Issued a permit or =_—_ authorization, but only with respect to such government agency or subdivision or political subdivision's -liability for'bodily Injury', 'properly damage'or'personal and advertising Injury'arising out of: (1) The following hazards In connection with stemless you own, rent, or control 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 - 681413932F(6.18) Page 3 of7 Copy,Ighi,CNA All ROW Reserved. 2F CNA 3(Ed.6-16)-1 (2) The permuted or authorized operations performed by you or on your behalf,But 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 government 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',we will treat as a 'written contract'any governmental permit that requires you to add the governmental entity as an additional Insured. I. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization.whom you are 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'cause by: a. Your acts or omissions;or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional Insured under paragraphs a,through I. above.Such additional Insured Is an insured solely for'bodily Injury', 'property damage or'personal and advertising Injur for which such additional Insured Is liable because of your note or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For'bodily Injury,"property damage,'or'personal and advertising injury'arising out of the rendering or failure to render any professional services; (2) For'bodily Injur or'property damage"Included in the'products-completed operations hazard.' But this provision(2)does not apply to such'bodily injury'or'properly damage'If: (a) It Is entirely due to your negligence and specllically.resulls from your work for the additional Insured which is the subjeot to the'written contract';and (b) The'written contract'requires you to make the person or organization an additional Insured for such'bodily Injury'or'properly damage';or (3) Who Is afforded additional Insured coverage under another endorsement attached to this polloy, C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAQE With respect only to additional Insured coverage provided under paragraphs A.and B.above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition endued Other Insurance: This Insurance Is excess of all other Insurance available to an additional Insured whether primary, excess, contingent or on any other basis.However,If a'written contract'requires that this Insurance be either primary or primary and noncontributing, then this Insurance will be primary and non-contributory relative solely to insurance on which the additional insured Is a named Insured. 2. Under Liability and Medical Expense Definitions,the following definition is added: 'Written contract'means a written contract or agreement that requires you to make a person or organization an additional insured on this policy,provided the contract or agreement: a. Is currently In ef foot or becomes effective during the term of this policy;and b. Was executed prior to: ( 1 88148932F(6-16) l Page 4 of 7 • Copyright,CNA M Rghl>Reeervad. CNA 6 d632E (Ed.6-16) f (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. )I, LIABILITY EXTENSION COVERAGE$ It is understood and agreed that This endorsement amends the Businessownera Liability Coverage Form. If any other endorsement attached to this policy amends any provision also emended by this endorsement, then that other endorsement controls with respect to such provision,and the changes made by this endorsement to such provision do no!apply. A. Bodily injury—Expanded Definition Under Liability end Medical Expenses 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 by that person at any lime which results as a consequence of the physical Injury,sickness or disease, B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Buil le amended to add the following: Paragraphs a.and b.above apply to you or to any additional Insured only when such'occurrence,'offense,claim or vault'is known to: (1) You or any additional Insured that is an individual; (2) Any partner,If you or an additional Insured is a partnership; } (3) Any manager, if you or an additional insured Is a limited liability company; (4) Any'executive officer'or insurance manager,If you or an additional Insured is a corporation; (6) Any trustee,If you or an additional insured is a trust;or (6) My elected or appointed official,If you or an additional Insured is a political subdivision or public entity. k This paragraph applies separately to you end any additional Insured. C. Estates,Legal Representatives and Spouses The estates,heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy;provided,however,coverage Is afforded to such estates,heirs,legal representatives and spouses only for claims arising solely out of their capacity as such and, In the case of a spouse, where such claim seeks damages from marital common property,jointly held property, or property transferred from such natural person Inured 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 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 emr Named insureds are insureds with respect to such spouses'acts,errors or omissions In the conduct of the Named Noe Insured's business. D. Legal Liability—Damage To Promisee 1. Under B.Exclusions,1.Applicable to Business Liability Coverage, Exclusion k.Damage To Property,is replaced by the following: k. Damage To Property aole_ 'Property damage'to: 1. Properly you own, rent or occupy, Including any costs or expenses Incurred by you, or any other person, organization or entity, for repair,replacement, enhancement, restoration or maintenance of SB146932F(6-16) Page 6 of 7 Copyright,CNA M ROM Reserved. CNA S(Ed.6-16) such property for any reason, including prevention of injury to a parson or damage to anthers property; 2. Premises you sell, give away or abandon, If the 'property damage'arises out of any part of those premises; 3. Property loaned to you; 4. Personal property In the care,custody or control of the Insured; 6. That particular part of any real property on which you or any contractors or subcontractors working directly or Indirectly In your behalf are performing operations, if the'property damage' arises out of those operations;or 8. That particular part of any property that must be restored, repaired or replaced because'your work' was Incorrectly performed on if. Paragraph 2 of this exclusion does not apply II the premises are 'your work'and were never occupied, rented or held for rental by you. Paragraphs 1,3, and 4,of this exclusion do not apply to'property damage'(other then damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner,or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of Insurance applies to Damage To Promises Rented To You as described in Seolion D— Liabillty and Medical Expenses Limits of Insurance. Paragraphs 3,4,6,and 6 o1 this exclusion do not apply to liability assumed under a sidetrack agreement, Paragraph a of this exclusion does not apply to 'property damage' included in the 'produots•compieted operations hazard' 2. Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph Is added,and replaces the similar paragraph, If any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury; Exclusions c,d,e,f,g,h,I,k,I,m,n,and o,do not apply to damage by lira to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days,A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance, 3. The first Paragraph under item 6.Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of insurance Is replaced by the following: The most we will pay under Business Liability for damages because of 'properly damage' to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, Including contents of such premises rented to you for a period of 7 or fewer consecutive days, Is the Damage to Premises Rented to You limit shown In the Declaration. E. Personal end Advertising injury—Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of 'personal and advertising injury' Is amended to add the following: h. Discrimination or humiliation that results in Injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done Intentionally by or at the direction of: (a) The Insured;or ) 8B146982F(8•to) Page 6 of 7 Copyright,CNA All Rema fleeerved. B146932F CNA S(Ed,6-16) ( (b) Any'executive officer,' dheotor,stockholder, partner, member or manager(II you are a limited IIab11I61 company)of the insured:and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any Insured. j 2. Under B.Exclusions,1.Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury Is amended to add the following additional exclusions: (16)Dieorimination Relating to Room,Dwelling or Premises Caused by discrimination directly or Indirectly related to 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. (16)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, (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination, 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply If Personal and Advertising Injury Liability Is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Deilnitlons, the definition of `Personal and advertising Injury' Is amended to delete Paragraph o.and replace It with the following: o. The wrongful eviction from, wrongful entry into, or Invasion of the right of private occupancy of a room CI dwelling or premises that a person or organization occupies committed by or on behalf of Its owner, landlord g or lessor. 8 B. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. 3111 = E SB146932F(6-16) Page 7 of 7 copyriahl,CNA All Rlghle Reserved. 12)1412018 Keith A Trefry Paine Hamblen,LLP a 717 W.Sprague Ave,Sub 1200 PROOUEST Spokane,WA 99201 .. 61.... Primary Confirmation of Lawyers Professional Liability insurance We am pleased to advise this letter confirms binding of Lawyers Professional Llabi*y Insurance for Paine Hamblen LLP subject to the Insurer's receipt,review end acceptance of the following: 1. Hon. Limit of Liability Each Claim: Clean Expenses are Included*thin are Link ofUtak Lima of Liability Aggregate: $5,000,000 Palm Erpenses we Included within The US of Liability Deductible—Each Claim: $50,000 per claim/$50,000 aggregate honks?*to Lass and Claim Expenses Annual Premium(Annual): $54,000.00 WA Surplus Lime Tax(2%) $1,280.00 WA SL Stamping Fee(.10%): $64.00 Tota Policy Colt: $05,344.00 Insured: Paine Hamblen LLP 717 West Sprague Avenue,Suite 1200 Spokane,WA 99201 Insured: Indian Harbor insurance Company A non-admitted arm/Mie an AM Best Rasp al As XV Polley Form: PLLP 050 0510 Lav ya Pro$ssabnal Uablky hsurace Poky Policy Pedod: 1/112019 to 111/2020 Policy Humber: LPN903I17B-o1 Retroactive Date: Full Prior Acts on Behalf of the Named insured Pisan nSw 1*quotation cw lty,as the Nara and coniums offend may be cement than requested A spadnnre any of the poky k avauble upon repast Picea mer to the poky bray(at ample*average and exastion kntrmaaar. Page 1 of / ..ri/ PAINHAM-02 SGEUIN ,ACoiro CERTIFICATE OF LIABILITY INSURANCE 003/11/2019ATE YI `� 03N1/2078 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(fes)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the Polley,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 COtNT�ACT Susan Geuin Spokane OfficePHONEJFAX Pa newest Insurance,Inc. INC.No,EMI (NC,No) E-MAIL 50 kN.a e,WA 9t Blvd.,Ste 403 AppREBy,sgeuinepaynewesLcom Spokane,WA 99202 INSURERIS)AFFORDING COVERAGE NAIL* INSURER A Continental Casualty Company 20443 INSURED INSURER B Paine Hamblen LLP INSURER C• 717 W Sprague Ave Ste 1200 INSURER O Spokane,WA 99201.3505 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 A OL SUUBBR ' POLICY EFF POLICY EXP LTR TYPE OF INSURANCE Mgr) POLICY NUMBER rMMDDNYYYI IMWOWYYYYI UNITS A X COMMERCIAL GENERAL LABILITY EACH OCCURRENCE 1,000,000 CLAIMS-MADE I XI OCCUR X B5085954358 02/19/2019 02/19/2020 DAMAGE rO RENreo 1,000,000 PREMISF$IFeENTEDncel MED EXP(Any onepersonl 10,000 PERSONAL S.ADV INJURY 1,000,000 GENT AGGREGATE LIMITpp�APPLIES PER GENERAL AGGREGATE 2,000,000 X POLICY-7 LOC I PRODUCTS-COMP/OP AGG 2,000,000 OTHER EMPLOYERS LIABI 1,000,000 AUTOMOBILE UABIUTY COMBINED SINGLE LIMIT ANY AUTO BODILY INJURY Per person) OWNED I SCHEDULED AUTOS ONLY AUTOSUpppEE BODILY INJURY per accident) HIREDTOONLY AUTOSONI.� PraCCIOeftOAMAGE A X UMBRELLA Lug X OCCUR EACH OCCURRENCE 5,000,000 EXCESS LIAR CLAIMS-MADE B5085954810 02/10/2019 02/19/2020 5,000,000 AGGREGATE DED X RETENTIONS 10,000 WORKERS ND EMPLOYERS'LIABILITY yjN STATUTE N PER I ERH OFFOPPIETORPARTNER/EXECUTIVE EL EACH ACCIDENT 1_ ICERMEMBER EXCLUDED? NIA -— (Mandatory In NH) �, EL DISEASE-EA EMPLOYEE If yes,tlescnbe under - - — DESCRIPTIONOFOPERATIONSbelme EL DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS I LOCATONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may W attached if more space Is required) RE: Spokane Valley City Hall Building Certificate holder Is named as Additional Insured if required by written contract, per form attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE °fS SpokaneTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City P Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E.Sprague Ave. Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) p 1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD CNA CNA (Ed.0-18) f BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provision@ A. Additional Insured—Blanket Vendors D. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage J. Primary—Noncontributory provision 2. Definition of"written contract." 11. Liability Extension Governess A. Bodily!Mum—Emended Del!ninon $. Broad Knowlsdae of Occurrence C. Estates.Legal Renresentatives and Sousa g P. Legal Liability—Damage to Premises 8 E. Personal and Advertising Inlay—Discrimination or Humiliation F. Personal and Advertising'Mum—Broadened Eviction P. 0. Waiver of Subrogation•Wankel 1, BLANKET ADDITIONAL INSURED PROVISION@ A. ADDITIONAL INSURED—BLANKET VENDORS Who Is An insured Is amended to Include as an additional insured any person or organization (referred to below as vendor)with whom you agreed under a'written contract'to provide Insurance, but only with respect to'bodily injury'or'properly damage'arising out of'your products'which are distributed or sold in the regular course of the vendor's business,subject to the following additional exolueions: = = 1, The Insurance afforded the vendor does not apply to: M a. 'Bodily Injury'or'properly damage'for which the vendor is obligated to pay damages by reason of the assumption of liability In a contract or agreement.This exclusion does not apply to liability for damages That the vendor would have in the absence of the contract or agreement; M b. My express warranty unaulhodzod by you; o. Any physical or chemical change In the product made Intentionally by the vendor; Ii d. Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under Instructions from the manufacturer, and then repackaged In the original s container; act SB146982F(6-18) Page I of 7 Copydehl,CNA All Rlehte Reserved. SB146932F CNA (Ed,6.18) e, Any failure to make such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business,In connection with the distribution or sale of the products; f, Demonstration, Installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor;or h, 'Bodily Injury'or'property damage'arising out of the sole negligence of the vendor for its own acts or omissions or those of Its employees or anyone else acting on Its behalf.However, this exclusion does not apply to; (1) The exceptions contained In Subparagraphs d.or I.;or (2) Such Inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, In connection with the dlstribulton or sale of the products. 2. This Insurance does not apply to any Insured person or organization, from whom you have acquired such products,or any ingredient,pad or container,entering into,accompanying or containing such products. 3. This provision 2.does not apply to any vendor Included as an insured by an endorsement Issued by us and made a part of this Policy. 4. This provision 2. does not apply If 'bodily injury' or 'property damage' Included within the 'products- completed operations hazard'Is excluded ellher by the provisions ol the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who le An Insured is amended to Include as an Insured any person or organization (called additional Insured) described In paragraphs 3.0. through 3.j. below whom you are required to add as an addillonal insured on this policy under a'written contract': t 2. However,subject always to the terms and conditions ol this policy, including the limits of Insurance,we will not provide the additional Insured with: a, A higher limit of insurance than required by such'written contract'; b. Coverage broader than required by such'written contract'and In no event greater than That described by the applicable paragraph a.through k.below;or c. Coverage for 'bodily Injury' or 'property damage' Included within the 'products-completed operations hazard.' But this paragraph c.does not apply to the extent coverage for such liability is provided by paragraph 3,j.below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional Insureds under this endorsement: a, Controlling Interest Any persons or organizations with a controlling Interest In you but only with respect to their liability arising out of: (1) such person or organization's financial control of you;or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional Insureds does not apply to structural alterations, new construotion or demolition operations performed by or for such additional insured. (, ) 88146932F(6.18) Page 2 of 7 Oopyrlghl,CNA All RAW Reserved. CNA S(Edes 16) b. Co-owner of Insured Premises A co-owner of a premises co-owned by you and covered under this Insurance but only wllh respect to the co-owners liability for'bodily Injury','property damage'or'personal and advertising injury' as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you,but only with respect to such person or organization's liability for 'bodily injury', 'property damage', or 'personal and advertising injury' as grantor of a franchise to you, d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for'bodily injury', 'property damage' or 'personal and advertising injury' caused in whole or In part by your maintenance, operation or use of such equipment, provided that the 'occurrence' giving rise to such 'bodily Injury' or'property damage'or the offense giving rise to such 'personal and advertising Injuy takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease 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 that specific part of the land leased to you, 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 Insurance hereby afforded to the additional insured does not apply to structural alterations,new construction or demolition operations performed by,on behalf of or for such additional insured. 1. Lessor of Premises f I An owner or lessor of premises leased to you,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 g out of the ownership, maintenance or use of such part of the premises leased to you,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 insurance hereby afforded to the additional Insured does not apply to structural alterations,new construction or demolition 5 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 ownership,maintenance,or use ala premises by you. This Insurance does not apply to structural alterations, new construction or demolition operations performed by,on behalf of or for such additional insured, h. State or Political Subdivisions — A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government 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 you own, rent, or control 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, holstaway 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 813146932F(6-16) Page 3 et 7 Copyright.CNA All menta R6aejved. CNAS(Ed.6-113) (2) The permitted or authorized operations performed by you or on your behalf.But 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 government agency or subdivision or political subdivision;or (b) "Bodily Injuy 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', we will treat as a'written contract'any governmental permit that requires you to add the governmenlai entity as an additional Insured. I. Trade Show Event Lessor With respect to your participation In a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are 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'cause by: a. Your acts or omissions;or b. Acts or omissions of those acting on your behalf; In the performance of your ongoing operations at the trade show promises during the trade show event. j, Other Person or Organization Any person or organization who Is not an additional Insured under paragraphs a.through I.above.Such additional Insured Is an Insured solely for'bodily injury', 'property damage or'personal and advertising ' Injury'for which such additional insured is gable because of your acts or omlasions. The coverage granted by this paragraph does not apply to any person or organization: (1) For'bodily Injury,' property damage,'or'personal and advertising injury'erleing out of the rendering or failure to render any professional services; (2) For'bodily Injury'or'property damage'Included in the'products-completed operations hazard,'But this provision(2)does not apply to such'bodily Injury'or'property damage'If: (a) It Is entirely due to your negligence and speclllcaly.resulle from your work for the additional Insured which Is the subjeot to the'written controls;and (b) The'written contract'requires you to make the person or organization an additional Insured for such'bodily Injury'or'properly damage';or (a) Who Is afforded additional Insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional Insured coverage provided under paragraphs A.and 8.above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance Is excess of all other insurance available to an additional Insured whether primary, excess, contingent or on any other basis.However,II a'written contract'requires that this Insurance be either primary or primary and noncontributing, then this Insurance will be primary and non-contributory relative solely to Insurance on which the additional Insured Is a named Insured. 2. Under Liability and Medical Expanse Definitions,the following definition Is added: 'Written contract'moans a written contract or agreement that requires you to make a person or organization an additional Insured on this policy,provided the contract or agreement: a. Is currently in effector becomes effective during the term of this policy;and b. Was executed prior to: ( ) 8B146932F(6-16) Page 4 of 7 • Coppighl,CNA All RIghle Resolved 813146932F CNA (Ed.6.18) (1) The'bodily Injury'or"properly damage';or . (2) The offense that caused the'personal and advertising Injury'; for which the additional Insured seeks coverage. p. LIABILITY EXTENSION COVERAGES It le understood and agreed that this endorsement amends the Buainessownere Liability Coverage Form. II 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 to such provision do not apply. A. Bodily Injury—Expanded Definition Under Liability end Medical Expenses 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 by that person at any lime which results as a consequence of the physical injury,sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entliled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a.and b.above apply to you or to any additional Insured only when smolt'occurrence,'offense,claim or'suit'Is known to: (1) You or any additional Insured that is an Individual; (2) Any partner,If you or an additional Insured is a partnership; (3) Any manager,11 you or an additional Insured is a limited liability company; (4) Any'executive officer'or Insurance manager,If you or an additional insured is a corporation; (6) Any trustee,if you or an additional Insured Is a trust;or (6) Any elected or appointed official,If you or an additional Insured le a political subdivision or public entity. This paragraph applies separately to you and any additional Insured. C. Estates,Legal Representatives and Spouses The estates,heirs, legal representatives and spouses of any natural person Insured shall also be Insured under this policy;provided,however,coverage Is afforded to such estates,heirs,legal representatives and apothem only for claims arising solely out of their capacity as such and, In the case of a spouse, where such claim seeks damages from marital common properly,jointly held property, or property transferred from such natural person Insured to such spouse. No coverage Is provided for any mot, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity 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 ZEN Named insureds are Insureds with respect to such spouses'acts,errors or omissions in the conduct of the Named Insured's business. D. Legal Liability—Damage To Premises s 1. Under B.Exclusions,1.Applicable to Business Liability Coverage,Exclusion k.Damage To Property,Is replaced by the following: k. Damage To Property saw 'Property damage'to: , 1. Property you own, rent or occupy, Including any coals or expenses Incurred by you, or any other person; organization or entity, for repair, replacement,enhancement, restoration or maintenance of SB146932F(6-16) Page 6 of 7 Copydghi,CNA All Rights Reserved. CNA w 38146932E (Ed.(1-18) such property for any reason, Including prevention of Injury to a parson or damage to another's , properly; 2. Promises you sell, give away or abandon, If Ihe 'property damage'arises out of any part of those promises; 3. Property loaned to you; 4. Personal properly in the care,custody or control of the Insured; 5. That particular pad of any real property on which you or any contractors or subcontractors working directly or Indirectly In your behalf are pedorming 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. Paragraph 2 of this exclusion does not apply II the promises are 'your work' and were never occupied, rented or held for rental by you. Paragraphs 1,3, and 4,of this exclusion do not apply to'property damage'(other than damage by fire or explosion)to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner,or (3) to the contents of premises rented to you 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 Seolion D— Liability and Medical Expenses Limits of Insurance. Paragraphs 3,4,6,and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement, Paragraph 0 of this exclusion does not apply to 'property damage'Included In the 'products•compleled �( _. operations hazard.' 2. Under B.Exclusions,1.Applicable to Business Liability Coverage,the following paragraph Is added,and replaces the similar paragraph, If any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury; Exclusions o,d,0,1,g,h, I,k,I,m,n,and o,do not apply to damage by lire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to this coverage as described in Section D.Liability And Medical Expenses Limits Of Insurance. 3, The first Paragraph under item 6.Damage To Premises Rented To You Limit of the seotlon entitled Liability And Medical Expenses Limits Of Insurance Is replaced by the following: The most we will pay under Business Liability for damages because of 'property damage' to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, Including contents of such premises rented to you for a pound of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown In the Declaration. E. Personal end Advertising Injury—Discrimination or Humiliation 1, Under Liability and Medical Expenses Definitions, the definition of 'personal and advertising injury' is amended to add the following: h. Discrimination or humiliation that results In injury to the feelings or reputation of a natural person, but only 11 such discrimination or humiliation Is: (1) Not done intentionally by or at the direction of: (a) The Insured;or 6B148932F(6-16) Page 6 of 7 Copydlght,CNA All Rights Reserved. CNA B(Ed.6-16) ( (b) liability eculivocompan )floe the director, and stockholder,kpartner, member or manager (if you are a limited (2) Not directly or Indirectly misled to the employment, prospective employment, past employment or termination of employment of any person or person by any Insured. 2. Under B.Exclusions,1.Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury Is amended to add the following additional exclusions: (16)Disorlminatton Relating to Room,Dwelling or Premises Caused by discrimination direclly or indirectly related to 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. (16)Employment Related Discrimination Discrimination or humiliation direcily or Indirectly related to the employment prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or Imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is exoluded eithor by the provisions of the Policy or by endorsement, F. Personal and Advertising Injury-Broadened Eviotlon Under Liability end Medical Expenses Definitions, the definition of 'Personal and advertising Injury' is amended to delete Paragraph c.and replace II with the following: o. The wrongful eviction from, wrongful entry into, or Invasion of the right of private occupancy of a room I dwelling or premises that a person or organization occupies committed by or on behalf of Its owner, landlord C or lessor. 8 43, Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any parson or organizalion with whom you have a written contract that requires such a waiver. k All other terms and conditions of the Polley remain unchanged. 1 i amEliM es S S=—..: 111121 3B146932F(6-10) Page 7 of 7 Copydahl,CNA All Riahle Reserved. Contract No. I Exhibit D—Assurance of Compliance with Applicable Federal Law During the performance of this Agreement, the Consultant, for itself its assignees, and successors in interest(hereinafter referred to as the "Consultant") agrees as follows 1.Compliance with Regulations: The Consultant shall comply with the federal laws set forth in Section 7 of this Exhibit("Acts and the Regulations")relative to non-discrimination in federally-assisted programs of the U S Department of Transportation, Washington State Department of Transportation(WSDOT),as they may be amended from time-to-time,which are herein incorporated by reference and made a part of this Agreement. 2.Non-discrimination.The Consultant,with regard to the work performed by it during this Agreement.shall not discriminate on the grounds of race. color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment The Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations. including employment practices when the contract covers any activity,protect,or program set forth in Appendix B of 49 CFR Part 21 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment In all solicitations, either by competitive bidding, or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials.or leases of equipment,each potential subcontractor or supplier shall be notified by the Consultant of the Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin 4 Information and Reports.The Consultant shall provide all information and reports required by the Acts, the Regulations,and directives issued pursuant thereto,and shall permit access to its books,records,accounts, other sources of information,and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, the Consultant shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information 5 Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non-discrimination provisions of this Agreement,the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including, but not limited to: a. withholding payments to the Consultant under the Agreement until the Consultant complies; and/or b. cancelling, terminating, or suspending the Agreement. in whole or in part. 6.Incorporation of Provisions.The Consultant shall include the prov inions of paragraphs one through six of this Exhibit in ev ery subcontract, including procurements of materials and leases of equipment,unless exempt by the Acts, the Regulations and directives issued pursuant thereto The Consultant shall take action with respect to any subcontractor procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance Provided,that if the Consultant becomes involved in,or is threatened w ith litigation by a subcontractor 01 supplier because of such direction,the Consultant may request that the City enter into any litigation to protect the interests of the City In addition,the Consultant may request the United States to enter into the litigation to protect the interests of the United States. 7. Pertinent Non-Discrimination Authorities During the performance of this Agreement, the Consultant Agreement for Professional Sen u.e+N ith pmlessional liability co\erage I Page 8 of Contract No. I agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U S.0 §2000d et seq ,78 stat.252).(prohibits discrimination on the basis of race, color, national origin): and 49 CFR Part 21, The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601 ), (prohibits unfair treatment of persons displaced or whose properly has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973,(23 U.S.0 §324 et seq.),(prohibits discrimination on the basis of sex). Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability), and 49 CFR Part 27. The Age Discrimination Act of 1975,as amended,(42 U.S.C. §6101 et seq ),(prohibits discrimination on the basis of age), Airport and Airway Improvement Act of 1982, (49 USC §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national oiigin, or sex), The Civil Rights Restoration Act of 1987,(PL 100-209),(Broadened the scope,coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the teims"programs or activities"to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not): Titles II and Ill of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation,and certain testing entities(42 U S.0 §§12131-12189)as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38: The Federal Asiation Administration's Non-discrimination statute (49 U.S C §47123) (prohibits discrimination on the basis of race, color, national origin, and sex): Executive Order 12898. Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,w hich ensures Non-discrimination against minority populations by discouraging programs,policies,and activities with disproportionately high and adverse human health or en\ironmental effects on minority and low-income populations; Executive Order 13166. Improving Access to Services for Persons with Limited English Proficiency.and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed Reg at 74087 to 74100): and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.0 §168 I et seq.) Agreement for Professional Sen ices l++ith professional lability cm erage) Page 9 o1 9 12/24/2019 Keith A. Trefry Paine Hamblen, LLP 717 W. Sprague Ave, Suite 1200 Spokane, WA 99201 Primary Confirmation of Lawyers Professional Liability Insurance We are pleased to advise this letter confirms binding of Lawyers Professional Liability insurance for Paine Hamblen LLP subject to the Insurer’s receipt, review and acceptance of the following: 1. None Limit of Liability Each Claim: $5,000,000 Claim Expenses are included within the Limit of Liability Limit of Liability Aggregate: $5,000,000 Claim Expenses are included within the Limit of Liability Deductible – Each Claim: $50,000 per claim/ $50,000 aggregate Applicable to Loss and Claim Expenses Annual Premium (Annual): $64,500.00 WA Surplus Lines Tax (2%) $1,290.00 WA SL Stamping Fee (.10%): $64.50 Total Policy Cost: $65,854.00 Insured: Paine Hamblen LLP 717 West Sprague Avenue, Suite 1200 Spokane, WA 99201 Insured: Indian Harbor Insurance Company A non-admitted carrier with an A.M Best Rating of A+ XV Policy Form: PLLP 050 0516 Lawyer Professional Liability Insurance Policy Policy Period: 1/1/2020 to 1/1/2021 Policy Number: LPN 9036178 02 Retroactive Date: Full Prior Acts on Behalf of the Named Insured Please review this quotation carefully, as the terms and conditions offered may be different than requested. A specimen copy of the policy is available upon request. Please refer to the policy form(s) for complete coverage and exclusion information. Page 1 of 3 Terms and Conditions: PLLP 000 0119 Lawyers Professional Liability Insurance Policy Declarations PN CW 01 0719 Fraud Notice PN CW 02 0119 Privacy Policy PN CW 05 0519 U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") IL MP 9104 0314 IHIC In Witness – Indian Harbor Insurance Company PLLP 300 0118 Schedule of Forms and Endorsements Hinshaw Lawyers 0819 AXA XL Commercial E&O Lawyers Insurance for Law Firms Risk Management Program XL-WASOP 0118 Service of Process PLLP 473 0318 Enhancement Endorsement (50/50 hammer, crisis event & subpoena coverage) PLLP 435 0516 Meditation of Claims Endorsement PLLP 405 0516 Amended Insuring Agreement-Knowledge Limitation to Management of Firm Endorsement NTD 012 1019 Claim Notification – Address Change This quote is subject to the Insurers’ receipt, review and acceptance of the noted outstanding subjectivities prior to binding. The Insurers may elect at their discretion to accept an order to bind subject to receipt of such outstanding conditions within a specified timeframe. Please note that if between the date of this quote and the effective date of the policy there is any material change in the condition of the proposed Insured or any event or occurrence which may be deemed to be a material change in underwriting exposure by the Insurers, the proposed Insured shall provide the Insurers with the particulars of such change as soon as possible. If there is any such material change, the Insurer may at their option withdraw or modify this quote by providing written notice of such. We appreciate the opportunity to be of service to you. Please contact me immediately with any questions you might have regarding this quote. Sincerely, Angela L. Fleege Surplus Lines Broker: Alliant Insurance Services, Inc. SLA #365 Angela L. Fleege Senior Vice President Address of the Licensee: 701 B Street, 6th Floor, San Diego, CA ProQuest®, a division of Alliant 92101 200 S. Wacker Drive, Suite 3030 Chicago, IL 60606 License Number: 11478 Direct Phone: (312) 930-1967 E-mail: angelaf@proquestinsurance.com "This contract is registered and delivered as a surplus line coverage under the insurance code of the state of Washington, Title 48 RCW. It is not protected by any Washington state guaranty association law." IMPORTANT NOTICE: THE NONADMITTED & REINSURANCE REFORM ACT (NRRA) GOES INTO EFFECT ON JULY 21, 2011. ACCORDINGLY, SURPLUS LINES TAX RATES AND REGULATIONS ARE SUBJECT TO CHANGE WHICH COULD RESULT IN AN INCREASE OR DECREASE OF THE TOTAL SURPLUS LINES TAXES AND/OR FEES OWED ON THIS PLACEMENT. IF A CHANGE IS REQUIRED, WE WILL PROMPTLY NOTIFY YOU. ANY ADDITIONAL TAXES AND/OR FEES OWED MUST BE PROMPTLY REMITTED TO ALLIANT INSURANCE SERVICES, INC Please review this quotation carefully, as the terms and conditions offered may be different than requested. A specimen copy of the policy is available upon request. Please refer to the policy form(s) for complete coverage and exclusion information. Page 2 of 3 DISCLOSURES If the firm has knowledge of any claims or circumstances that could give rise to a claim, they must be reported to the carrier in advance of the policy’s renewal. Please advise us immediately if there are any matters requiring report; failure to do so could compromise potential coverage available under the policy. This claims-made policy contains a requirement stating that this policy applies only to any claim first made against the Insured and reported to the insurer during the policy period or applicable extended reporting period. Claims must be submitted to the insurer during the policy period, or applicable extended reporting period, as required pursuant to the Claims/Loss Notification Clause within the policy in order for coverage to apply. Late reporting or failure to report pursuant to the policy’s requirements could result in a disclaimer of coverage by the insurer. Your policy will come with specific claim reporting requirements. Please make sure you understand these obligations. Contact our office with any questions. This proposal of insurance is provided as a matter of convenience and information only. All information included in this proposal, including but not limited to personal and real property values, locations, operations, products, data, automobile schedules, financial data and loss experience, is based on facts and representations made to Alliant Insurance Services Inc. by you. This proposal does not reflect any independent study or investigation by Alliant Insurance Services, Inc. or its agents and employees. Please be advised that this proposal is also expressly conditioned on there being no material change in the risk between the date of this proposal and the inception date of the proposed policy (including the occurrence of any claim or notice of circumstance that may give rise to a claim under any policy which the policy being proposed is a renewal or replacement). In the event of such change of risk, the insurer may, at its sole discretion, modify, or withdraw this proposal whether or not this offer has already been accepted. If ProQuest has not received a response from you by the expiration date of this quotation, we will consider it closed. This proposal is not a confirmation of insurance and does not add to, extend, amend, change or alter any coverage in any actual policy of insurance you may have. All existing policy terms, conditions, exclusions and limitations apply. For specific information regarding your insurance coverage, please refer to the policy itself. Alliant Insurance Services, Inc. will not be liable for claims arising from or related to information included in or omitted from this proposal of insurance. Analyzing insurers' over-all performance and financial strength is a task that requires specialized skills and in-depth technical understanding of all aspects of insurance company finances and operations. Insurance brokerages such as Alliant Insurance typically rely upon rating agencies for this type of market analysis. Both A.M. Best and Standard and Poor's have been industry leaders in this area for many decades, utilizing a combination of quantitative and qualitative analysis of the information available in formulating their ratings. Our goal is to procure insurance for you with underwriters possessing the financial strength to perform. Alliant does not, however, guarantee the solvency of any underwriters with which insurance or reinsurance is placed and maintains no responsibility for any loss or damage arising from the financial failure or insolvency of any insurer. We encourage you to review the publicly available information collected to enable you to make an informed decision to accept or reject a particular underwriter. A.M. Best has an extensive database of nearly 6,000 Life/Health, Property Casualty and International companies. You can visit them . For additional information regarding insurer financial strength ratings visit Standard and Poor's website at at www.ambest.com www.standardandpoors.com.To learn more about companies doing business in your state, visit the Department of Insurance website of that state. Alliant embraces a policy of transparency with respect to its compensation from insurance transactions. Details on our compensation . policy, including the types of income that Alliant may earn on a placement, are available on our website at www.alliantinsurance.com For a copy of our policy or for any inquiries regarding compensation issues pertaining to your account you may also contact us at: Alliant Insurance Services, Inc., Attention: General Counsel, 701 B Street, 6th Floor, San Diego, CA 92101. Please review this quotation carefully, as the terms and conditions offered may be different than requested. A specimen copy of the policy is available upon request. Please refer to the policy form(s) for complete coverage and exclusion information. Page 3 of 3