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22-206.00 CliftonLarsonAllen: CLFR Portal & Consultations Svcs
Contract No. 22-206 AGREEMENT FOR PROFESSIONAL SERVICES CliftonLarsonAllen LLP THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and CliftonLarsonAllen,LLP,hereinafter"Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the 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 review the Scope of Services,schedule,and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. 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. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing 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 revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2.Term of Contract;Termination. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31,2025 unless the time for performance is extended in writing by the Parties. CliftonLarsonAllen LLP CLFR Portal&Consultation Services Page 1 of 9 Contract No. 22-206 Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days' prior written notice and an opportunity to cure the breach(as more specifically set forth below in connection with a breach by Consultant). City may, in addition,terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. In the event of termination for cause, Consultant shall be liable for all damages as authorized by law. The City shall have all remedies under law and equity including without limitation the remedies set forth in Exhibit B. Upon termination of this Agreement and in addition to any other rights provided in this Agreement, the City may require Consultant to deliver to the City any property specifically produced or acquired for the performance of such part of this Agreement. 3. Compensation. City agrees to pay Consultant the"ARPA Portal Fees"consistent with Exhibit B, and agreed upon hourly rates for"Consulting professional services"consistent with Exhibit B. For 2022,the City will pay the Portal Standard Onboarding Fee in Exhibit B,prorated Annual Portal Access fees,and for any "Consulting professional services" consistent with the 2023 schedule in Exhibit B. In total, unless otherwise modified,the City agrees to pay up to a maximum amount of$120,000 as full compensation for everything done under this Agreement, as set forth in 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. 4. Payment. Consultant shall be 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 be noncompliant with the Scope of Services,City standards,City Code,and federal or state standards. 5.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name:Christine Bainbridge,City Clerk Name: Hannah York,CPA,CGA,Principal Phone: (509)720-5000 Phone:781-402-6430 Address: 10210 East Sprague Avenue Address:601 W.Riverside Avenue,Suite 1950 Spokane Valley,WA 99206 Spokane, WA 99201 6.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with all applicable federal,state,and local laws and regulations,including without Iimitation the additional federal terms set forth in Exhibit D and incorporated herein. Consultant states that its designs,construction documents,and services shall conform to all federal,state,and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or CliftonLarsonAllen LLP CLFR Portal&Consultation Services Page 2 of 9 Contract No. 22-206 agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public(federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust 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. All drawings,plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City,and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files,for the City's use. City shall have unrestricted authority to publish,disclose,distribute, and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement,provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City,Treasury Office of the Inspector General,Government Accountability Office, 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 (electronic or otherwise) with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts, copies or transcripts from such records, and to make audits or investigations of all contracts, invoices, materials, payrolls, and record of matters covered by this Agreement for a period of six years from the date final payment is made hereunder. 11.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. CliftonLarsonAllen LLP CLFR Portal&Consultation Services Page 3 of 9 Contract No. 22-206 A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO)form CA 00 01. 2.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 contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4.Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and$2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than$2,000,000 per claim and$2,000,000 policy aggregate limit. C.Other Insurance Provisions. The Consultant's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. 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. 4.Failure on the part of Consultant to maintain the insurance as required shall constitute a CliftonLarsonAllen LLP CLFR Portal&Consultation Services Page 4 of 9 Contract No. 22-206 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. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 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 services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law,subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance,Title 51,RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 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 CliftonLarsonAllen LLP CLFR Portal&Consultation Services Page 5 of 9 Contract No. 22-206 be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 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, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified,or altered except in writing signed by the Parties hereto. 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. Assurance of Compliance with Applicable Federal Law. This Agreement may be funded from a federal source. Consultant agrees to comply with any and all additional terms applicable to the federal source. The Contract includes, in part, certain standard terms and conditions required by the U.S. Department of Treasury ("Treasury"), including the additional terms and conditions set forth in Exhibit D. During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Consultant shall comply with the federal laws,regulations and guidance set forth in Exhibit D and subsection G, below ("Pertinent Non-Discrimination Authorities" [or the "Acts" and "Regulations"?]) relative to non-discrimination in federally- assisted programs as adopted or amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. 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. 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, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Consultant for work to be CliftonLarsonAllen LLP CLFR Portal&Consultation Services Page 6 of 9 Contract No. 22-206 performed under a subcontract, including procurements of materials,or leases of equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant's obligations under this Agreement and the Acts and applicable regulations including regulations relative to non- discrimination on the grounds of race,color,or national origin. D. Information and Reports. 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 Treasury 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, Consultant shall so certify to the City or Treasury, as appropriate,and shall set forth what efforts it has made to obtain the information. E. 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 Treasury may determine to be appropriate, including, but not limited to: 1. Withholding payments to Consultant under the Agreement until Consultant complies; and/or 2. Cancelling,terminating,or suspending the Agreement,in whole or in part. F. Incorporation of Provisions. Consultant shall include the provisions of Exhibit D and the paragraphs of these Contract Clauses in every subcontract,including procurements of materials and leases of equipment, unless specifically exempt from the particular requirement. Consultant shall take action with respect to any subcontract or procurement as the City or Treasury may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Consultant may request that the City enter into any litigation to protect the interests of the City. In addition, Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the non-discrimination statutes and authorities;including but not limited to the statutes and authorities identified in Exhibit D and the following: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21;and 49 Part 26; 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 property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §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; CliftonLarsonAllen LLP CLFR Portal&Consultation Services Page 7 of 9 Contract No. 22-206 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 U.S.C. §471, Section 47123), as amended,(prohibits discrimination based on race,creed,color,national origin,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 terms"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 III 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.C. §§1213 l- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation 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, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental 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,Contractor 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 discrimination because of sex in education programs or activities(20 U.S.C.§1681 et seq.). 23. Severability. If any section,sentence, clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section,sentence,clause,or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B.Fee proposal C. Insurance Certificates D.Additional Federal Requirements E.Response to RFP CliftonLarsonAllen LLP CLFR Portal&Consultation Services Page 8 of 9 Contract No. 22-206 F.Portal Software Agreement The Parties have executed this Agreement this day of a<_."4-7,20t9r�-- CITY OF SPOKANE VALLEY Consultant: 3oohhman City Manager : � B Y Its: Authorize resentative APPROVED AS TO FORM: O o e CI Attorney CliftonLarsonAllen LLP CLFR Portal&Consultation Services Page 9 of 9 Exhibit A Scope of Services CLFR Application Portal—Online Subscription-Based • Full-service online web access application with fixed costs. • Firm will ensure the portal is updated with all current Federal compliance elements and will communicate updates to the City and recipients as needed. • Make available documentation to demonstrate compliance with ARPA guidelines and requirements. • Workflow process that record submissions for review. • Notifications of risk assessment from sub-recipient reports. • Compliance review and export for Federal Report submissions by the City. • Any portal enhancements included with the subscription for the portal. • Full export at end of term for the City to archive. • Include IT service for portal (setup, maintenance, and support) Consulting services (Hourly rate fee structure) • Consultation related to allowed uses of ARPA funds and responding to questions from the City related to proposed ARPA projects. • Development of Requests for Proposals, Requests for Qualifications, and Invitations to Bid as needed. The City anticipates needing requests developed for affordable housing/ homelessness, and mental health services at a minimum. • Eligibility review process for submitted applications. • Develop processes and documentation requirements around sub-recipient risk assessment, monitoring, and management, including online training of sub-recipients on funding requirements. • Reminders to sub-recipients for required reports. • End to end monitoring of applications, compliance, approval workflow, subrecipient reporting, risk assessment and Federal reporting preparation for CLFR funds allocated to the City. Exhibit B Fee Proposal (attached) 7. Compensation Package Our fees are based on the timely delivery of services provided,the experience of personnel assigned to the engagement, and our commitment to meeting your deadlines.CLA understands the importance of providing our clients with value- added strategies.We propose to provide routine,proactive quarterly meetings—as part of our fee—that will allow us to review and discuss with you the impact of new accounting issues,as well as any other business issues you are facing and how they should be handled.This level and frequency of interaction will no doubt enable CIA to help you tackle challenges as they come up and take full advantage of every opportunity that presents itself. ARPA Portal Fees 2023 2024 2025 Portal Standard Onboarding Fee* $5,000 $0 $0 Annual Portal Access/Maintenance** $30,000 $30,000 $30,000 Total $35,000 $30,000 $30,000 *Technical enhancements beyond the standard onboarding fee will be billed at a blended rate of$250 per hour **Annual Fee is billed monthly in equal installments. Consulting professional services Level 2023 2024 2025 Principal/Signing Director $300 $310 $325 CFO/Project manager $200 $210 $220 Assistant controller/manager $165 -$180 $170-$190 $175-$200 Senior accountant $150-$165 $155-$170 $160-$175 Staff accountant $120 -$150 $125-$155 $130-$160 Technology fee 5%of consulting 5%of consulting 5%of consulting services services services Our clients don't like fee surprises.Neither do we.We commit to you,as we do all of our clients, that: Like most firms, we are investing heavily in technology to enhance the client experience,protect our data environment,and deliver quality services.We believe our clients deserve clarity around our 5%technology and client support fee,and we will continue to be transparent with our fee structure. Any additional charges not discussed in this proposal will be mutually agreed upon up front. We will always be candid and fair in our fee discussions,and we will avoid surprises. Our last word on fees — we are committed to serving you. Therefore, if fees are a deciding factor in your selection of an accounting firm, we would appreciate the opportunity to discuss our scope of services. At CLA, it's more than just getting the job done. _N ©2022 CliftonLarsonAllen LLP 110 Exhibit C Insurance Certifications (attached) T ®Ali DATE(MM/DDIYYYY) a' CERTIFICATE OF LIABILITY INSURANCE 11/07/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-847-385-6800 CONTACT Nadine Daniels NAME: Edgewood Partners Insurance Center PHONE FAX Lemme, a division of EPIC (A/C.No.Ext): 847-385-6800 (A/C,No): E-MAIL PSGCerts@lemme.com 111 West Campbell ADDRESS: 4th Floor INSURER(S)AFFORDINGCOVERAGE NAIC# Arlington Heights, IL 60005 INSURER A: Swiss Re International SE and Various INSURED INSURER B: CliftonLarsonAllen, LLP INSURER C: 220 South Sixth St. INSURERD: Suite 300 INSURERE: Minneapolis, MN 55402 INSURER)': COVERAGES CERTIFICATE NUMBER: 67114668 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 LIMITS LTRINSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability B0572MR211381 12/15/21 12/15/22 Each Claim 2,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E. Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane, WA 99206 Wad t,�,( USA uu� 't Uulv� ( ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Nancy.Duval@lemme.com_LEM C']11 ACC4 7 ® DATE(MM/DD/YYYY) A�oRo CERTIFICATE OF LIABILITY INSURANCE 11/07/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Juile Bushinger NAME: North Risk Partners PHONE (218)631-8844 FAX (A/C,No,Ext): (A/C,No): P.O.Box 64016 E-MAIL ADDRESS: Julie.Bushinger@northriskpartners.com INSURER(S)AFFORDING COVERAGE NAIC# St Paul MN 55164-0016 INSURER A: Great Northern Insurance Company 20303 INSURED Federal Insurance Company 20281 INSURER B: CliftonLarsonAllen LLP INSURER C: Chubb Indemnity Insurance Company 12777 LarsonAllen LLP,Clifton Gunderson LLP INSURER D: 220 South 6th Street,Suite 300 INSURER E: Minneapolis MN 55402-1436 INSURER F: COVERAGES CERTIFICATE NUMBER: 21/22 CERT#2 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD wo POLICY NUMBER (MM/DDIYYYY) (MM/DD//YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 �/ DAMAGE TO RENTED 1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 A 35983569 12/31/2021 12/31/2022 PERSONAL&ADVINJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRO- X LOC PRODUCTS-COMP/OPAGG $ 2,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED 73572825 12/31/2021 12/31/2022 BODILYINJURY(Peraccident) $ _ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 50,000,000 B EXCESSLIIAB CLAIMS-MADE 79880747 12/31/2021 12/31/2022 AGGREGATE $ 50,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION OTH- AND EMPLOYERS'LIABILITY X STATUTE ER Y/N 1,000,000 C ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A 71749276 12/31/2021 12/31/2022 E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) City of Spokane Valley is included as additional insured on General Liability per form 80-02-2367 Rev 5-07 and on Automobile per form 16-02-0292 Ed 4-11 when required in prior written contract.General Liability is primary and non-contributory per form 80-02-2367 Rev 5-07 and Auto Liability is primary per form 16-02-0316 Ed 10-14 when required in prior written contract. Waiver of Subrogation included on General Liability per form 80-02-2000&on Auto per form 16-02-0292 when required in prior written contract.General Liability&Auto Policies have been endorsed to provide 30 days notice of cancellation,with the exception of 10 days notice of cancellation for non-payment of premium per form 80-02-9779 and 16-02-0306 respectively.Umbrella Policy is follow form. Workers'Compensation coverage is not provided in the following monopolistic states:ND;OH,WA;and WY. 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. 10210 East Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane Valley WA 99206 ; ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD C H U B B° Policy Conditions Endorsement Policy Period DECEMBER 31,2021 TO DECEMBER 31,2022 Effective Date DECEMBER 31,2021 Policy Number 3598-35-69 MIN Insured CLIFTONLARSONALLEN LLP Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued DECEMBER 20,2021 This Endorsement applies to the following forms: COMMON POLICY CONDTITONS Under Conditions,the following condition is added. Conditions Notice Of Cancellation When we cancel this policy for any reason,other than non-payment of premium,we will notify To Scheduled Persons person(s)or organization(s)shown in the Schedule at least 30 days in advance of the cancellation Or Organizations When date. We Cancel Any failure by us to notify such person(s)or organi7ation(s)will not: • impose any liability or obligation of any kind upon us;or • invalidate such cancellation. Schedule If you are obligated,pursuant to a written contract or agreement,to provide person(s)or organization(s)with notice of cancellation,then we will notify such person(s)or organization(s) provided that within 15 days of the date we send notice of cancellation to the first named insured, the first named insured or producer of record provides us with a spreadsheet containing the name, mailing address and,if available,e-mail address of the person(s)or organization(s). All other terms and conditions remain unchanged. Notice Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non-Payment Of Premium) continued Form 80-02-9779(Ed.3-11) Endorsement Page 1 Conditions (continued) Authorized RepresentativeNotice Of Of Cancellation To Scheduled Persons Or Organizations Policy Conditions (Except Non-Payment Of Premium) last page Form 80-02-9779(Ed.3-11) Endorsement Page 2 Conditions (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization,for loss to which this insurance applies,provided the insured has waived their rights Against Others of recovery against such person or organisation in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Liability Insurance Form 80-02-2000(Rev.4-01) Contract Page 24 of 32 C H U B Bm Liability Insurance Endorsement Policy Period DECEMBER 31,2021 TO DECEMBER 31,2022 Effective Date DECEMBER 31,2021 Policy Number 3598-35-69 MIN Insured CLIFTONLARSONALLEN LLP Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued DECEMBER 20,2021 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organisation is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any]imitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB° Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule ANY PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. Authorized Representative Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2367(Rev.5-07) Endorsement Page 2 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to the coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULE Name of Person(s) or Organization(s): IF YOU ARE OBLIGATED, PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT TO PROVIDE PERSON (S) OR ORGANIZATION (S) WITH NOTICE OF CANCELLATION, THEN WE WILL NOTIFY SUCH PERSON (S) OR ORGANIZATION (S) PROVIDED THAT WITHIN 15 DAYS OF THE DATE WE SEND NOTICE OF CANCELLATION TO THE FIRST NAMED INSURED, THE FIRST NAMED INSURED OR PRODUCER OF RECORD PROVIDES US WITH A SPREADSHEET CONTAINING THE NAME, MAILING ADDRESS AND, IF AVAILABLE, E—MAIL ADDRESS OF THE PERSON (S) OR ORGANIZATION (S) . Address: N/A Under Common Policy Conditions the following condition is added: NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) When we cancel this policy for any reason other than nonpayment of premium,we will notify the person(s) or organization(s) described in the SCHEDULE at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: • Impose any liability or obligation of any kind upon us; or • Invalidate such cancellation. 16-02-0306(Ed. 5-11) Page 1 of 1 COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b. —CANCELLATION -of the Paragraph A.1. —WHO IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II — LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the we cancel for any other reason. "auto" is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The "auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto"will be considered a you own more than 50% of the voting stock on covered "auto"you own and not a covered the effective date of the Coverage Form. "auto"you hire. However, the Named Insured does not include However, the lessor is an "insured"only any subsidiary that is an "insured" under any for"bodily injury" or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured" under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees" or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any "employee" or agent of the ownership. However, the Named Insured lessor, operating an "auto"with the does not include any newly formed or acquired permission of any of 1. and/or 2. organization: above. (a) That is an "insured" under any other D. Persons And Organizations As Insureds automobile policy; Under A Written Insured Contract (b) That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II — LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to"bodily injury"or such person or organization have agreed "property damage" that results from an "accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1. —WHO IS AN INSURED—of such person or organization to this policy SECTION II— LIABILITY COVERAGE is amended to as an "insured". add the following: However, such person or organization is d. Any "employee" of yours while using a an "insured" only: covered "auto"you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto"; and any of your"employees" are legally obligated (2) for"bodily injury" or"property damage" to pay because of a written contract or caused by an "accident"which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the"insured MAXIMUM WE WILL PAY FOR ANY ONE contract"or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.S. - FELLOW EMPLOYEE—of damage to, or"loss" of, that vehicle, including SECTION II — LIABILITY COVERAGE does not apply.4. PHYSICAL DAMAGE—ADDITIONAL TEMPORARY income lost due to absence of that vehicle for TRANSPORTATION EXPENSE COVERAGE use as a replacement; Paragraph A.4.a. —TRANSPORTATION EXPENSES 2. $2,500 for decrease in trade-in value of the —of SECTION III —PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered "loss"; and day for temporary transportation expense, subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract 5. AUTO LOAN/LEASE GAP COVERAGE or agreement. Paragraph A. 4. —COVERAGE EXTENSIONS -of 4. $7,500 maximum total amount for paragraphs SECTION III — PHYSICAL DAMAGE COVERAGE is 1., 2. and 3. combined. amended to add the following: 7. EXTRA EXPENSE—BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4. —COVERAGE EXTENSIONS—of In the event of a total"loss" to a covered "auto", we will SECTION III — PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered "auto" minus: e. Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered "auto" to you. 2. Any: 8. AIRBAG COVERAGE a. Overdue loan/lease payments at the time of Paragraph B.3.a. - EXCLUSIONS—of SECTION the "loss"; III — PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO,VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT-BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b. —LIMIT OF INSURANCE -of and SECTION III - PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss" in any We will pay for any unpaid amount due on the loan or one"accident" to all electronic equipment that lease if caused by: reproduces, receives or transmits audio, visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered "auto"; covered "auto" in a housing, opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the"auto" manufacturer for the installation Loss Coverage is provided for any covered "auto"; of such equipment; or 3. Collision Coverage only if the Declarations indicate (2) Removable from a permanently installed that Collision Coverage is provided for any housing unit as described in Paragraph covered "auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4. —COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE—of their rights of recovery against such person or SECTION III— PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such "loss". No deductible applies to glass damage if the glass To the extent that the "insured's" rights to is repaired rather than replaced. recover damages for all or part of any 11.TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.- DEDUCTIBLE—of SECTION III — been waived, those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident" or"loss" to Form or policy issued to you by us that is not an impair them. At our request, the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same "accident", the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller(or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived; or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2. —CONCEALMENT, Coverage Form is not the smaller(or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV—BUSINESS AUTO CONDITIONS -is deleted the smaller(or smallest) deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12.AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy, we will ACCIDENT, CLAIM, SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a. - DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV- BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.5. -OTHER INSURANCE of a. In the event of"accident", claim, "suit" or SECTION IV— BUSINESS AUTO CONDITIONS- "loss", you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any "auto" hired or rented by your"employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an "auto"you hire. If an (2) A partner, or any authorized "employee's" personal insurance also applies representative, if you are a partnership; on an excess basis to a covered "auto" hired (3) A member, if you are a limited liability or rented by your"employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the "employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). - POLICY PERIOD, Knowledge of an "accident", claim, "suit"or COVERAGE TERRITORY of SECTION IV— "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5)A covered "auto" of the private passenger (1) How, when and where the"accident" or type is leased, hired, rented or borrowed "loss" occurred; without a driver for a period of 45 days or (2) The "insured's" name and address; and less; and (3) To the extent possible, the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of-SECTION V—DEFINITIONS is witnesses. 13. WAIVER OF SUBROGATION deleted and replaced by the following: Paragraph A.5. -TRANSFER OF RIGHTS OF "Bodily injury" means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the"bodily deleted and replaced with the following: injury" sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss" to which this insurance applies, provided the"insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" POLICY NUMBER: (21)7357-28-25 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY LIABILITY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: CLIFTONLARSONALLEN LLP Endorsement Effective Date: 12/31/2021 SCHEDULE Name(s) Of Person(s) Or Organization(s): AS REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Item 5. —"Other Insurance" of Item B. —"General Conditions" under Section IV—"Business Auto Conditions": e. Regardless of the provisions of Paragraph 5.a. through d. above, for any liability arising out of the ownership, maintenance, use, rental, lease, loan, hire or borrowing by an "insured" of a covered "auto" for which an "insured" is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributory with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Form or policy that applies on a primary basis. 16-02-0316 Ed. 10 14 Page 1 of 1 EXHIBIT D: ADDITIONAL FEDERAL,REQUIREMENTS This Agreement may be funded from a federal source. Consultant agrees to comply with any and all additional terms applicable to the federal source.The following provisions include,in part,certain standard terms and conditions required by Treasury in connection with CLFR Funds. If any of the provisions below conflict with the provisions found in the Agreement,the provisions set forth herein control. The Consultant agrees not to perform any act, fail to perform any act, or refuse to comply with any City requests that would cause the City to be in violation of Treasury terms and conditions. D.1 Certifications Prior to any disbursement of funds authorized by this Agreement, Contractor shall provide the City with the certifications attached hereto. D.2 Applicable Law 1. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. 2. OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Non- procurement),2 C.F.R. Part 180,including the requirement to include a term or condition in all lower tier covered transactions (Contracts and Subcontracts described in 2 C.F.R. Part 180, subpart B) that the Agreement is subject to 2 C.F.R. Part 180 and Treasury's implementing regulation at 31 C.F.R. Part 19. Consultant agrees to provide the Certification Regarding Suspension,Debarment,Ineligibility or Voluntary Exclusion included at Attachment B. 3. Consultant agrees to provide the Certification Regarding Lobbying included at Attachment A. 4. Procurement of Recovered Materials. In the performance of this Agreement, Consultant shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired competitively within a timeframe providing for compliance with the Agreement performance schedule;meeting Agreement performance requirements;or at a reasonable price. Information about this requirement, along with the list of EPA- designated items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program. The Consultant also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. 5. Buy USA-Domestic Preference for certain procurements using federal funds. Contractor should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition,or use of goods,products,or materials produced in the United States(including but not limited to iron, aluminum, steel,cement,and other manufactured products).The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award.For purposes of this section: (1)"Produced in the United States"means,for iron and steel products, that all manufacturing processes,from the initial melting stage through the application of coatings,occurred in the United States. (2) "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete;glass,including optical fiber;and lumber. D.3 Publications;Inventions Any publications produced with funds from this Agreement must display the following language: "This project is being supported, in whole or in part, by federal award number [enter project FAIN] awarded to Page I of 5 City of Spokane Valley,Washington by the U.S.Department of the Treasury." (For contracts for experimental, developmental, or research work), Contractor agrees to comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements ." D.4 Equal Opportunity Clause(41 CFR part 60-1.4(a)) A. During the performance of this Agreement,the Consultant agrees as follows: 1. The Consultant will not discriminate against any employee or applicant for employment because of race,color,religion,sex,sexual orientation,gender identity,or national origin. The Consultant will take affirmative action to ensure that applicants are employed,and that employees are treated during employment,without regard to their race,color,religion,sex, sexual orientation,gender identity,or national origin.Such action shall include,but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising;layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2. The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race,color,religion,sex,sexual orientation,gender identity, or national origin. 3. The Consultant will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Consultant's legal duty to furnish information. 4. The Consultant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the Consultant's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. Page 2 of 5 5. The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965,and of the rules,regulations,and relevant orders of the Secretary of Labor. 6. The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965,and by the rules,regulations,and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations,and orders. 7. In the event of the Consultant's non-compliance with the nondiscrimination clauses of the Agreement or with any of such rules, regulations, or orders, this Agreement may be canceled,terminated or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965,and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule, regulation, or order of the Secretary of Labor,or as otherwise provided by law. 8. The Consultant will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965,so that such provisions will be binding upon each subcontractor or vendor. The Consultant will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance:Provided,however,that in the event the Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction,the Consultant may request the United States to enter into such litigation to protect the interests of the United States. Page 3 of 5 ATTACHMENT A CERTIFICATION REGARDING LOBBYING The undersigned certifies,to the best of his or her knowledge and belief,that: (1)No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal Agreement,grant, loan,or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress,or an employee of a Member of Congress in connection with this Federal Agreement, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL,"Disclosure of Lobbying Activities," in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents of all sub-awards at all tiers (including subcontracts, sub-grants,and Agreements under grants, loans, and cooperative agreements)and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31,United States Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. I hereby certify that I have read the above certification,and that the information and my statements provided herein by me are true and correct to the best of my knowledge, and by my signature on this document, acknowledge my understanding that any intentional or negligent misrepresentation or falsification of any of the information in this document could subject me to punishment under federal and/or civil liability and/or in criminal penalties,including but not limited to fine or imprisonment or both under Title 18,United States Code, Sec. 1001,et seq. and punishment under federal law. Signed: Date: Page 4 of 5 ATTACHMENT B Certification Regarding Suspension, Debarment,Ineligibility or Voluntary Exclusion The CONSULTANT certifies that it is not suspended,debarred,proposed for debarment,declared ineligible or otherwise excluded from contracting with the federal government, or from receiving contracts paid for with federal funds. If the CONSULTANT is unable to certify to the statements contained in the certification,they must provide an explanation as to why they cannot. The CONSULTANT shall provide immediate written notice to the City if at any time the CONSULTANT learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. The terms covered transaction, debarred,suspended, ineligible,lower tier covered transaction,participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the City for assistance in obtaining a copy of those regulations. The CONSULTANT shall agree that it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable Code of Federal Regulations, debarred, suspended,declared ineligible,or voluntarily excluded from participation in this covered transaction. The CONSULTANT further agrees by signing the Agreement if selected, that it will include this clause titled "Certification Regarding Suspension, Debarment, Ineligibility Or Voluntary Exclusion" without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. Pursuant to 2 CFR 180.330, the CONSULTANT is responsible for ensuring that any lower tier covered transaction complies with certification of suspension and debarment requirements. CONSULTANT acknowledges that failing to disclose the information required in the Code of Federal Regulations may result in the delay or negation of a funding agreement, or pursuance of legal remedies, including suspension and debarment. CONSULTANT shall agree to keep proof in its agreement file, that it, and all lower tier recipients or Consultants, are not suspended or debarred, and will make this proof available to the City upon request. CONSULTANT must run a search in http://www.sam.gov/ and print a copy of completed searches to document proof of compliance. Signed: a Page 5 of 5 Exhibit E RFP Submittal (available upon request) Exhibit F ARPA Solution Software-as-a-Service (SaaS)Agreement This Software-as-a-Service(SaaS)Agreement("Agreement")is entered into as of the latest signature date set forth below("Effective Date"),by and between CliftonLarsonAllen,LLP.("CLA"),and the client listed below ("Client"). The parties agree that, by signing below, they each accept the attached General Terms and Conditions ("Terms and Conditions"),as though fully set forth herein. CLIENT IN}?ORMATION Client Legal Name: Main Contact: City of Spokane Valley Chelsie Taylor Physical Address: Contact's E-mail: 10210 E.Sprague Ave.Spokane Valley,WA 99206 ctaylor®spokanevalley.org Phone Number: 509-720-5040 PURCHASE DE'I'AXLS °.: `:;::=;:: :. :: Software System Purchased: Client is purchasing CLA's ARPA solution that allows for applications to be created for both internal and external (sub-recipient) award tracking and reporting of funds it has received through the American Rescue Plan Act("ARPA")(the"System"). CLA developed the System,and may develop new features and updates to the System. The System is subject to modification, update and improvement during the term of this Agreement. Fee Schedule: On the Effective Date,Client will have access to the System,and Client will be bound by all the Terms and Conditions of this Agreement.Upon signing this Agreement,CLA will send an invoice for a$5,000 nonrefundable onboarding fee in advance for the System,and payment for the invoice will be due upon Receipt by Client. Failure to pay the invoice gives CIA the right to terminate the System and this Agreement.The term of this Agreement begins on the Effective Date. As part of the onboarding fee,CIA will provide certain services(as outlined in the onboarding package) to customize the configuration of the Software System for Client. CIA will send an invoice for$2,500 each month (30,000 annual fee) for the Software System and payment for the invoice will be due upon receipt by Client. CLA also may provide additional services to Client not specified in this Agreement,however,a separate agreement will be agreed upon for the additional services. CLIENT'S ACCEPTANCE Signature Date: it-4i ,202.2- Signatory's Name: 3 My f,/oN..tAiI Signature: !/ Signatory's Title: GiT% ,rgGs.c_ CI A'S ACCEPTANCE Signature Date: u/v ,20 Signatory's Name: r r Signature: . - Signatory's Title:., U itinc'tP e.- 6633038v1 GENERAL TERMS AND CONDITIONS for ARPA SOLUTION SOFTWARE-AS-A-SERVICE AGREEMENT 1. System. 1.1 Access and Use. CLA hereby grants Client a non-exclusive,non-transferable right to access and use the System during the term,solely for use by authorized users in accordance with these Terms and Conditions.Such use is limited to Client's use.CLA shall provide to Client the access credentials as part of its launch and onboarding process. 1.2 Client On-Boarding.Promptly following the Effective Date,CIA and Client will cooperate to provide Client with access to the System. As part of such implementation process, CLA will provide integration support and train.appropriate Client staff on the use and maintenance of the System. 1.3 Support Services. CLA shall,during the term,provide commercially reasonable Client and technical support services to assist Client in its use of the System,according to CIA's then-current Client support policies and procedures,using CIA's official Client support channels. 1.4 Reservation of Rights.Nothing in this Agreement grants any right,title,or interest in or to (including any license under)any Intellectual Property Rights in or relating to,the System,CIA Materials, whether expressly,by implication,estoppel,or otherwise.All right,title,and interest in and to the System, CIA Materials,are and will remain owned by CIA. 1.5 Functionality:Changes. CIA reserves the right,in its sole discretion,to make any changes to the System and CIA Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the System to its Clients; (ii) the competitive strength of or market for the System; or (iii) the System' cost efficiency or performance; or (b) to comply with applicable Law. Client acknowledges and agrees that the System may need to be modified from time to time due to technological advancements,changes in industry practices or standards,or changes in applicable laws.CIA reserves the right to upgrade, add or remove features, redesign, improve, or otherwise alter the functionality of the System in its sole discretion. Client acknowledges and agrees that its obligations under the Agreement are not contingent upon the delivery of any future functionality or features. 1.6 Suspension or Termination of System.CIA may,directly or indirectly,by use of any lawful means,suspend,terminate,or otherwise deny Client's access to or use of all or any part of the System or CIA Materials,without incurring any resulting obligation or liability,if:(a) CIA receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires CIA to do so;or(b) CIA believes,in its sole discretion, that: (i) Client has failed to comply with any term of this Agreement,or accessed or used the System beyond the scope of the rights granted or for a purpose not authorized under this Agreement; (ii) Client or is or has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the System;or(iii)this Agreement expires or is terminated.This Section 1.7 does not limit any of CLA's other rights or remedies,whether at law,in equity,or under this Agreement. 2. Use Restrictions;Service Usage and Data Storage. 2.1 Use Restrictions. Client shall not, and shall not permit any other Person to, access or use the System or CIA Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Client shall not,except as this Agreement expressly permits: 6633038v1 (a) copy,modify,or create derivative works or improvements of the System or CLA Materials; (b) rent,lease,lend, sell, sublicense, assign,distribute,publish, transfer, or otherwise make available the System or CLA Materials to any Person; (c) reverse engineer,disassemble,decompile,decode,adapt,or otherwise attempt to derive or gain access to the source code of the System or CIA Materials,in whole or in part; (d) bypass or breach any security device or protection used by the System or CIA Materials or access or use the System or CIA Materials other than by an authorized user through the use of his or her own access credentials; (e) input, upload, transmit, or otherwise provide to or through the System or CIA Systems,any information or materials that are unlawful or injurious; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the System, CLA Systems,or CIA's provision of services to any third party, in whole or in part; (g) access or use the System or CIA Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction,or disclosure of the data of any other CIA client),or that violates any applicable Law; (h) access or use the System or CIA Materials for purposes of competitive analysis of the System or CIA Materials, the development,provision,or use of a competing software service or product or any other purpose that is to the CIA's detriment or commercial disadvantage;or (i) otherwise access or use the System or CIA Materials beyond the scope of the authorization granted under this Section 2.1. 3. Client Obligations. 3.1 Client Systems and Cooperation. Client shall at all times during the term: (a) set up, maintain, and operate in good repair and in accordance with the specifications all systems on or through which the System is accessed or used; and (b) provide all cooperation and assistance as CIA may reasonably request to enable CIA to exercise its rights and perform its obligations under and in connection with this Agreement;CIA is not responsible or liable for any delay or failure of performance caused in whole or in part by Client's delay in performing, or failure to perform, any of its obligations under this Agreement. 4. Corrective Action and Notice. If Client becomes aware of any actual or threatened activity prohibited by Section 2.1, Client shall immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to correct actual or threatened activity and mitigate its effects; and (b) notify CIA of any such actual or threatened activity. 4.1 Information Security. CIA will employ security measures in accordance with CIA's internal data privacy and security policies,which shall meet or exceed standard industry practices. CIA's privacy policy can found be at hhttps://www.clacoarnect.com(general/privacv-policy and the policy is subject to change without prior notice. 6633038v1 4.2 Client Control and Responsibility. Client has and will retain sole responsibility for: (a) all Client Data,including its content and use; (b) all information,instructions,and materials provided by or on behalf of Client in connection with the System; (c) Client's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services ("Client Systems");(d)the security and use of Client's access credentials;and(e)all access to and use of the System and CLA Materials directly or indirectly by or through the Client Systems or its or its authorized users' access credentials,with or without Client's knowledge or consent,including all results obtained from,and all conclusions,decisions,and actions based on,such access or use. 4.3 Access and Security.Client shall employ all physical,administrative,and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the System;and(b) control the content and use of Client Data. 5. Fees and Payment. 5.1 Fees. Client shall pay CLA the fees set forth in the Agreement (the "Fee Schedule") in accordance with this Section 5. 5.2 Taxes.All Fees and other amounts payable by Client under this Agreement are exclusive of taxes and similar assessments.Without limiting the foregoing,Client is responsible for all sales,use,and excise taxes,and any other similar taxes,duties,and charges of any kind imposed by any federal, state,or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on CLA's income. 5.3 Payment. Client shall pay all Fees on or prior to their stated due date in U.S. dollars, or as CLA may otherwise reasonably specify in writing from time to time. 5.4 Late Payment.If Client fails to make any payment when due then,if such failure continues for thirty days,CLA may suspend access to the System until all past due amounts have been paid,without incurring any obligation or liability to Client or any other Person by reason of such suspension,and CLA reserves all other remedies that may be available: (i) interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (ii) Client shall reimburse CIA for all reasonable costs incurred by CIA in collecting any late payments or interest,including attorneys' fees,court costs,and collection agency fees.. 5.5 No Deductions or Setoffs.All amounts payable to CLA under this Agreement shall be paid by Client to CIA in full without any setoff,recoupment, counterclaim,deduction, debit,or withholding for any reason. 5.6 Fee Increases. CIA may increase Fees with respect to each twelve-month term, as terms are governed by Section 11, by providing written notice to Client at least 60 calendar days prior to the commencement of the new terms,and this Agreement will be deemed amended accordingly. 6. Confidentiality. 6.1 Confidential Information. In connection with this Agreement, each party (as the "Disclosing Patty") may disclose or make available Confidential Information to the other party(as the "Receiving Party").Subject to Section 6.2,"Confidential Information"means information in any form or medium(whether oral,written,electronic,or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, Clients, and pricing, and information with 6633038v1 respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked,designated,or otherwise identified as "confidential". 6.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:(a)was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that,to the Receiving Party's knowledge,was not or is not,at the time of such receipt,under any obligation to maintain its confidentiality;or(d)the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. 6.3 Protection of Confidential Information. As, a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall, during the term of the Agreement: (a) not obtain access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement or in accordance with applicable laws,regulations or professional standards; (b) except as may be permitted by and subject to its compliance with Section 6.4,not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 6.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 6; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care; (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate with Disclosing Party to prevent further unauthorized use or disclosure;and (e) ensure its Representatives' compliance with,and be responsible and liable for any of its Representatives'non-compliance with,the terms of this Section 6. 6.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure,notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 6.3;and(b)provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. 7. Intellectual Property Rights. 7.1 CLA Materials. All right, title, and interest in and to the CLA Materials, including all Intellectual Property Rights therein, are owned by and will remain owned by CLA. Client has no right, 6633038v1 license, or authorization with respect to any of the CLA.Materials except as expressly set forth in Section 1.1 or the applicable third-party license,in each case subject to Section 2.1. 7.2 Client Data. As between Client and CLA, Client is and will remain the sole and exclusive owner of all right, tide, and interest in and to all Client Data, including all Intellectual Property Rights relating thereto,subject to the rights and permissions granted in Section 7.3. 7.3 Consent to Use Client Data. Client hereby irrevocably grants all such rights and permissions in or relating to Client Data as are necessary or useful to CLA to enforce this Agreement and exercise CLA's rights and perform their rights and obligations hereunder. 8. Representations and Warranties. 8.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: (a) it is duly organized,validly existing,and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right,power,and authority to enter into and perform its obligations and grant the rights,licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party;and (d) when executed and delivered by both parties, this Agreement will constitute the legal,valid,and binding obligation of such party,enforceable against such party in accordance with its terms. 8.2 Additional Client Representations.Warranties,and Covenants.Client represents,warrants, and covenants to CLA that Client owns or otherwise has and will have the necessary rights and consents in and relating to the Client Data so that, as received by CLA and Processed in accordance with this Agreement,they do not and will not infringe,misappropriate,or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law. 8.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 8.1 AND 8.2., ALL SERVICES AND CLA MATERIALS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." CIA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, TITLE,AND NON-INFRINGEMENT,AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CIA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR CIA MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERA I'E WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. 6633038v1 9. Indemnification. 9.1 Client Indemnification. Client shall indemnify, defend, and hold harmless CLA and its Affiliates,and each of its and their respective officers,directors,employees,agents,successors,and assigns (each, a "CIA Indemnitee") from and against any and all Losses incurred by such CLA Indemnitee resulting from any Action by a third party(other than an Affiliate of a CLA Indemnitee) to the extent that such Losses/that arise out of or result from,or are alleged to arise out of or result from: (a) Client Data, including any Processing of Client Data by or on behalf of CIA in accordance with this Agreement; (b) any other materials or information (including any documents,data,specifications, software, content, or technology) provided by or on behalf of Client or any authorized user, including CLA's compliance with any specifications or directions provided by or on behalf of Client or any authorized user to the extent prepared without any contribution by CIA; (c) any allegation of facts that, if true,would constitute Client's breach of any of its representations,warranties,covenants,or obligations under this Agreement; or (d) any gross negligence or more culpable act or omission (including recklessness or willful misconduct) by Client, any authorized user, or any third party on behalf of Client or any authorized user,in connection with this Agreement or the System. 9.2 Indemnificatio Procedure. CLA shall promptly notify Client in writing of any Action for which CLA believes it is entitled to be indemnified pursuant to Section 9.1. CIA (the "Indemnitee") shall cooperate with Client(the"Indemnitor")at the Indemnitor's sole cost and expense.The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such Action,the Indemnitee shall have the right, but not the obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor,in each case in such manner and on such terms as the Indemnitee may deem appropriate.The Indemnitee's failure to perform any obligations under this Section 9.3 will not relieve the Indemnitor of its obligations under this Section 9, except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure. 9.3 Sole Remedy. THIS SECTION 9 SETS FORTH CLIENT'S SOLE REMEDIES AND CLA'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SYSTEM AND CIA MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES,MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 10. Limitations of Liability. 10.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL CIA OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE 6633038v1 SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY;(d)COST OF REPLACEMENT GOODS OR SERVICES;(e)LOSS OF GOODWILL, OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 10.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE CLA INDEMNITEES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO CLA UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 11. Term and Termination. 11.1 Term.The initial term of this Agreement commences as of the Effective Date and,unless terminated earlier pursuant any of the Agreement's express provisions,will continue in effect for twelve months from such date. After this twelve-month term, this Agreement will automatically renew for successive twelve-month terms unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term. In the event CLA seeks to amend these Terms and Conditions for the any term, CLA may send new Terms and Conditions at least sixty(60) days prior to the expiration of the then-current term, and the new Terms and Conditions will be in effect for the new term. 11.2 Termination. In addition to any other express termination right set forth elsewhere in this Agreement: (a) When the Client has completed its obligations to track and report funds received through the American Rescue Plan Act(ARPA),it may terminate this Agreement upon thirty(30) days'written notice to CLA. (b) CLA may terminate this Agreement,effective on written notice to Client,if Client: (i) fails to pay any amount when due hereunder,and such failure continues more than 30 days after CLA's delivery of written notice thereof; or(ii) breaches any of its obligations under Section 2.1 , Section 4.2, or Section 6; (c) either party may terminate this Agreement,effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or(ii) being capable of cure,remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; (d) either party may terminate this Agreement, effective immediately upon written notice to the other party,if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay,its debts as they become due;(ii) files,or has filed against it,a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a 6633038v1 receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 11.3 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights,licenses,consents,and authorizations granted by either party to the other hereunder will immediately terminate; (b) Client shall immediately cease all use of the System or CLA Materials and (i) promptly return to CLA, or at CLA's written request destroy,all documents and tangible materials containing, reflecting, incorporating, or based on any CLA Materials or CLA's Confidential Information;(ii)permanently erase all CLA Materials and CLA's Confidential Information from all systems Client directly or indirectly controls; and (iii) certify to CIA in a signed and written instrument that it has complied with the requirements of this Section 11.3(b); (c) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control, the Receiving Party may retain the Disclosing Party's Confidential Information,in its then current,provided that all such information and materials will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; (d) CIA.may disable all Client access to the System and the CIA Materials; 11.4 Surviving Terms.The provisions set forth in the following sections,and any other right or obligation of the parties in this Agreement that,by its nature, should survive termination or expiration of this Agreement,will survive any expiration or termination of this Agreement: Section 2.1, 6, 8.3, 9, 11.3, this Section 11.4,and Section 12. 12. Miscellaneous. 12.1 Further Assurances.On a party's reasonable request,the other party shall,at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement. 12.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency,partnership, joint venture,or other form of joint enterprise,employment,or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 12.3 Public Announcements.Neither party shall issue or release any announcement,statement, press release,or other publicity or marketing materials relating to this Agreement,without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that CIA may,without Client's consent,include Client's name and other indicia in its lists of CLA's current or former Clients in promotional and marketing materials. 12.4 Notices. Any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party as set forth below(or to such other address or such other person that such party may designate from time to time in accordance with this Section 12.4): If to CIA: Mr.Michael Pelletier CliftonLarsonAllen LLP 6633038v1 29 South Main Street Fourth Floor West Hartford,Connecticut 06107 Email: Michaei.Pelletier@claconnect.corn With a copy(not to Legal Department count as notice}to: CliftonL,arsonAllen,T.T P 220 South Sixth Street Suite 300 Minneapolis,Minnesota 55402 If to Client: To the primary contact listed on the introductory page to the Agreement,at the physical or electronic address listed thereon. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand,with signed confirmation of receipt;(b)when received,if sent by a nationally recognized overnight courier,signature required;(c)when sent,if by e-mail with confirmation of transmission,if sent during the addressee's normal business hours, and on the next business day,if sent after the addressee's normal business hours;and(d) on the third day after the date mailed by certified or registered mail,return receipt requested,postage prepaid. 12.5 Interpretation. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive;(c) the words "herein,""hereof,""hereby," "hereto,"and"hereunder"refer to this Agreement as a whole;(d)words denoting the singular have a comparable meaning when used in the plural,and vice- versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits,schedules,attachments, and appendices mean the sections of,and exhibits, schedules,attachments,and appendices attached to,this Agreement; and (y) to an agreement,instrument,or other document means such agreement,instrument,or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.The exhibits,schedules,attachments,and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. 12.6 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 12.7 Entire Agreement. This Agreement and any other documents incorporated herein by reference constitute the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersede all prior and contemporaneous understandings, agreements, representations, and warranties,both written and oral,with respect to such subject matter. 12.8 Assignment Client shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without CLA's prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Client(regardless of whether Client is a surviving or disappearing entity)will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which CLA's prior written consent is required. No assignment, delegation, or transfer will relieve Client of any of its obligations or performance under this Agreement.Any purported assignment, delegation, or transfer in violation of this Section 12.8 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns. For avoidance of doubt, CIA may 6633038v1 assign this Agreement,without Client's consent,to any Person as part of a merger,stock sale, asset sale, or other similar transaction that results in such Person agreeing to assume CLA's obligation to perform this Agreement. 12.9 No Third-Party Beneficiaries.This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein,express or implied,is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 12.10 Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each party,. except that CIA can from time to time make non-material updates and changes to these Terms and Conditions.No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof;nor shall any single or partial exercise of any right,remedy,power,or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,remedy,power,or privilege. 12.11 Severability.If any term or provision of this Agreement is invalid,illegal,or unenforceable in any jurisdiction,such invalidity,illegality,or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid,illegal,or unenforceable,the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 12.12 Governing Law;Submission to Jurisdiction.This Agreement is governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Minnesota.Any legal suit,Action,or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Minnesota,in each case located in the city of Minneapolis and County of Hennepin, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit,Action,or proceeding. Service of process,summons,notice,or other document by mail to such party's address set forth herein shall be effective service of process for any suit,Action, or other proceeding brought in any such court. 12.13 Equitable Relief. Client acknowledges and agrees that a breach or threatened breach by Client of any of its obligations would cause CLA irreparable harm for which monetary damages would not be an adequate remedy and that,in the event of such breach or threatened breach,CLA will be entitled to equitable relief,including a restraining order,an injunction, specific performance,and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law,in equity,or otherwise. 12.14 Attorneys' Fees. In the event that any Action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and court costs from the non-prevailing party. 6633038v1 12.15 Counterparts.This Agreement may be executed in counterparts,each of which is deemed an original,but all of which together are deemed to be one and the same agreement.The counterparts of this Amendment may be executed and delivered by facsimile or other electronic signature by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. 13. Definitions. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature,civil,criminal,administrative,regulatory,or other,whether at law,in equity,or otherwise. "Affiliate"means,with respect to any Person,any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person,whether through the ownership of voting securities,by contract,or otherwise/ownership of more than 25%of the voting securities of a Person. "Client Data"means information, data,and other content,in any form or medium, that is collected,downloaded, or otherwise received,directly or indirectly, from by or through the System or that incorporates or is derived from the processing of such information,data, or content by or through the System. "CIA Materials" means the System,Documentation, and CLA Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions,requirements,plans,or reports, that axe provided or used by CIA in connection with the System,or otherwise comprise or relate to the System,or CLA Systems. "CIA Systems"means the information technology infrastructure used by or on behalf of CIA in performing the Services,including all computers,software,hardware,databases,electronic systems (including database management systems), and networks,whether operated directly by CIA or through the use of third-party services. "Documentation"means any manuals,instructions,or other documents or materials that the CIA provides or makes available to Client in any form or medium and which describe the functionality, components, features,or requirements of the API,the System or CIA Materials,including any aspect of the installation,configuration,integration,operation,use,support,or maintenance thereof. "Intellectual Property Rights" means any and all registered and unregistered rights granted,applied for,or otherwise now or hereafter in existence under or related to any patent,copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection,in any part of the world. "Law"means any statute,law,ordinance,regulation,rule,code,order,constitution,treaty, common law,judgment,decree,professional standards or other requirement of any federal,state,local,or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. "Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable 6633038v1 attorneys'fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. "Person" means an individual, corporation, partnership, joint venture, limited liability entity,governmental authority,unincorporated organization,trust,association,or other entity. "Representatives"means,with respect to a party,that party's and its Affiliates'employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors, and legal advisors. 6633038v1 EBUF!)NN0EE0ZZZZ* 2302503133 DFSUJGJDBUF!PG!MJBCJMJUZ!JOTVSBODF UIJT!DFSUJGJDBUF!JT!JTTVFE!BT!B!NBUUFS!PG!JOGPSNBUJPO!POMZ!BOE!DPOGFST!OP!SJHIUT!VQPO!UIF!DFSUJGJDBUF!IPMEFS/!UIJT DFSUJGJDBUF!EPFT!OPU!BGGJSNBUJWFMZ!PS!OFHBUJWFMZ!BNFOE-!FYUFOE!PS!BMUFS!UIF!DPWFSBHF!BGGPSEFE!CZ!UIF!QPMJDJFT CFMPX/!!UIJT!DFSUJGJDBUF!PG!JOTVSBODF!EPFT!OPU!DPOTUJUVUF!B!DPOUSBDU!CFUXFFO!UIF!JTTVJOH!JOTVSFS)T*-!BVUIPSJ\[FE SFQSFTFOUBUJWF!PS!QSPEVDFS-!BOE!UIF!DFSUJGJDBUF!IPMEFS/ JNQPSUBOU;!!Jg!uif!dfsujgjdbuf!ipmefs!jt!bo!BEEJUJPOBM!JOTVSFE-!uif!qpmjdz)jft*!nvtu!ibwf!BEEJUJPOBM!JOTVSFE!qspwjtjpot!ps!cf!foepstfe/ Jg!TVCSPHBUJPO!JT!XBJWFE-!tvckfdu!up!uif!ufsnt!boe!dpoejujpot!pg!uif!qpmjdz-!dfsubjo!qpmjdjft!nbz!sfrvjsf!bo!foepstfnfou/!!B!tubufnfou!po uijt!dfsujgjdbuf!epft!opu!dpogfs!sjhiut!up!uif!dfsujgjdbuf!ipmefs!jo!mjfv!pg!tvdi!foepstfnfou)t*/ DPOUBDU 2.958.496.7911 QSPEVDFS Obejof!Ebojfmt OBNF; Fehfxppe!Qbsuofst!Jotvsbodf!Dfoufs GBY QIPOF 958.496.7911 )B0D-!Op*; )B0D-!Op-!Fyu*; Mfnnf-!b!ejwjtjpo!pg!FQJD F.NBJM QTHDfsutAmfnnf/dpn BEESFTT; 222!Xftu!Dbnqcfmm 5ui!Gmpps JOTVSFS)T*!BGGPSEJOH!DPWFSBHFOBJD!$ Bsmjohupo!Ifjhiut-!JM!71116 Txjtt!Sf!Joufsobujpobm!TF!boe!Wbsjpvt! 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XPSLFST!DPNQFOTBUJPO TUBUVUFFS BOE!FNQMPZFST(!MJBCJMJUZ Z!0!O BOZ!QSPQSJFUPS0QBSUOFS0FYFDVUJWF F/M/!FBDI!BDDJEFOU% O!0!B PGGJDFS0NFNCFS!FYDMVEFE@ )Nboebupsz!jo!OI* F/M/!EJTFBTF!.!FB!FNQMPZFF% Jg!zft-!eftdsjcf!voefs F/M/!EJTFBTF!.!QPMJDZ!MJNJU% EFTDSJQUJPO!PG!PQFSBUJPOT!cfmpx BQspgfttjpobm!MjbcjmjuzGO332267723026034Fbdi!Dmbjn3-111-111 23026033 Bhhsfhbuf 3-111-111 EFTDSJQUJPO!PG!PQFSBUJPOT!0!MPDBUJPOT!0!WFIJDMFT!!)BDPSE!212-!Beejujpobm!Sfnbslt!Tdifevmf-!nbz!cf!buubdife!jg!npsf!tqbdf!jt!sfrvjsfe* DFSUJGJDBUF!IPMEFSDBODFMMBUJPO TIPVME!BOZ!PG!UIF!BCPWF!EFTDSJCFE!QPMJDJFT!CF!DBODFMMFE!CFGPSF UIF!FYQJSBUJPO!EBUF!UIFSFPG-!OPUJDF!XJMM!CF!EFMJWFSFE!JO Djuz!pg!Tqplbof!Wbmmfz BDDPSEBODF!XJUI!UIF!QPMJDZ!QSPWJTJPOT/ 21321!F/!Tqsbhvf!Bwfovf BVUIPSJ\[FE!SFQSFTFOUBUJWF Tqplbof-!XB!::317 VTB ª!2:99.3126!BDPSE!DPSQPSBUJPO/!!Bmm!sjhiut!sftfswfe/ BDPSE!36!)3127014*Uif!BDPSE!obnf!boe!mphp!bsf!sfhjtufsfe!nbslt!pg!BDPSE Difszm/EpopivfAmfnnf/dpn`MFN 784361:6 DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/12/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Julie Bushinger NAME: FAX PHONE North Risk Partners(763) 536-8006 (A/C, No): (A/C, No, Ext): E-MAIL P.O. Box 64016Julie.Bushinger@NorthRiskPartners.com ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # St PaulMN55164-0016Great Northern Insurance Company20303 INSURER A : INSURED Federal Insurance Company20281 INSURER B : CliftonLarsonAllen LLPChubb Indemnity Insurance Company12777 INSURER C : 220 South 6th Street INSURER D : Suite 300 INSURER E : MinneapolisMN55402-1436 INSURER F : 22/23 CERT #2 COVERAGESCERTIFICATE 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. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) 10,000 MED EXP (Any one person)$ A3598356912/31/202212/31/20231,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 2,000,000 POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY 1,000,000 $ (Ea accident) ANY AUTOBODILY INJURY (Per person)$ OWNEDSCHEDULED B7357282512/31/202212/31/2023 BODILY INJURY (Per accident)$ AUTOS ONLYAUTOS HIREDNON-OWNEDPROPERTY DAMAGE $ (Per accident) AUTOS ONLYAUTOS ONLY $ UMBRELLA LIAB 50,000,000 OCCUREACH OCCURRENCE$ B EXCESS LIAB 7988074712/31/202212/31/202350,000,000 CLAIMS-MADEAGGREGATE$ 0 DEDRETENTION$$ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ CN N / A 7174927612/31/202212/31/2023 OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Spokane Valley is included as additional insured on General Liability per form 80-02-2367 Rev 5-07 and on Automobile per form 16-02-0292 Ed 4-11 when required in prior written contract. General Liability is primary and non-contributory per form 80-02-2367 Rev 5-07 and Auto Liability is primary per form 16-02-0316 Ed 10-14 when required in prior written contract. Waiver of Subrogation included on General Liability per form 80-02-2000 & on Auto per form 16-02-0292 when required in prior written contract. General Liability & Auto Policies have been endorsed to provide 30 days notice of cancellation, with the exception of 10 days notice of cancellation for non-payment of premium per form 80-02-9779 and 16-02-0306 respectively. Umbrella Policy is follow form. Workers' Compensation coverage is not provided in the following monopolistic states: ND; OH, WA; and WY. CERTIFICATE HOLDERCANCELLATION 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 10210 East Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane ValleyWA99206 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD ACORU® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 12/21 /2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Julie Bushinger NAME: North Risk Partners PHONE (763)536-8006 FAX o Ext : A/C No): AIC No. P.O. Box 64016 E-MAIL Julie.Bushinger@NorthRiskPartners.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # St Paul MN 55164-0016 INSURERA: Great Northern Insurance Company 20303 INSURED INSURER B : Federal Insurance Company 20281 Clifton LarsonAllen LLP INSURER C : Chubb Indemnity Insurance Company 12777 220 South 6th Street INSURER D : Suite 300 INSURER E : Minneapolis MN 55402-1436 INSURER F : COVERAGES CERTIFICATE NUMBER: 23/24 CERT #2 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AUUL5UbR INSD WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE ®OCCUR PREMISES Ea occurrence $ 1,000,000 MED EXP (Anyone person) $ 10,000 PERSONAL&ADVINJURY $ 1,000,000 A 35983569 12/31/2023 12/31/2024 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ❑ JECT ® LOC PRODUCTS-COMPIOPAGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO B OWNED SCHEDULED AUTOS ONLY AUTOS 73572825 12/31/2023 12/31/2024 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 50,000,000 B EXCESS LIAB 11 CLAIMS -MADE 79880747 12/31/2023 12/31/2024 AGGREGATE $ 50,000,000 DED I XRETENTION $ 0 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIR/PARTNER/EXECUTIVE OFFICER/MEMBMB ER EXCLUDED? (Mandatory in NH) N/A 71749276 12/31/2023 12/31/2024 PER OTH- STATUTE I I ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Spokane Valley is included as additional insured on General Liability per form 80-02-2367 Rev 5-07 and on Automobile per form 16-02-0292 Ed 4-11 when required in prior written contract. General Liability is primary and non-contributory per form 80-02-2367 Rev 5-07 and Auto Liability is primary per form 16-02-0316 Ed 10-14 when required in prior written contract. Waiver of Subrogation included on General Liability per form 80-02-2000 & on Auto per form 16-02-0292 when required in prior written contract. General Liability & Auto Policies have been endorsed to provide 30 days notice of cancellation, with the exception of 10 days notice of cancellation for non-payment of premium per form 80-02-9779 and 16-02-0306 respectively. Umbrella Policy is follow form. Workers' Compensation coverage is not provided in the following monopolistic states: ND; OH, WA; and WY. t.CK I Irm Al t r1ULUtK 11ANta LLAI IUN City of Spokane Valley 10210 East Sprague Avenue Spokane Valley WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form 1. EXTENDED CANCELLATION CONDITION Paragraph A.2.b. — CANCELLATION - of the COMMON POLICY CONDITIONS form IL 00 17 is deleted and replaced with the following: b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations As Insureds The Named Insured shown in the Declarations is amended to include: 1. Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. 2. Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is an "insured" under any other automobile policy; (b) That has exhausted its Limit of Insurance under any other policy; or (c) 180 days or more after its acquisition or formation by you, unless you have given us written notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.I. — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor; and (2) The "auto" is leased without a driver. Such leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. However, the lessor is an "insured" only for "bodily injury" or "property damage" resulting from the acts or omissions by: 1. You; 2. Any of your "employees" or agents; or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating an "auto" with the permission of any of 1. and/or 2. above. D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 —WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by a governmental or public authority to add such person or organization to this policy as an "insured". However, such person or organization is an "insured" only: Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" 3. 4. 5. (1) with respect to the operation, maintenance or use of a covered "auto"; and (2) for "bodily injury" or "property damage" caused by an "accident' which takes place after: (a) You executed the "insured contract' or written agreement; or (b) The permit has been issued to you. FELLOW EMPLOYEE COVERAGE EXCLUSION B.S. - FELLOW EMPLOYEE — of SECTION II — LIABILITY COVERAGE does not apply. PHYSICAL DAMAGE — ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. — TRANSPORTATION EXPENSES — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day for temporary transportation expense, subject to a maximum limit of $1,000. AUTO LOAN/LEASE GAP COVERAGE Paragraph A. 4. — COVERAGE EXTENSIONS - of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: c. Unpaid Loan or Lease Amounts In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a covered "auto" minus: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue loan/lease payments at the time of the "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor: d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and e. Carry-over balances from previous loans or leases. We will pay for any unpaid amount due on the loan or lease if caused by: 1. Other than Collision Coverage only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; 2. Specified Causes of Loss Coverage only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any covered "auto. 6. RENTAL AGENCY EXPENSE Paragraph A. 4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: d. Rental Expense We will pay the following expenses that you or any of your "employees" are legally obligated to pay because of a written contract or agreement entered into for use of a rental vehicle in the conduct of your business: MAXIMUM WE WILL PAY FOR ANY ONE CONTRACT OR AGREEMENT: 1. $2,500 for loss of income incurred by the rental agency during the period of time that vehicle is out of use because of actual damage to, or "loss" of, that vehicle, including income lost due to absence of that vehicle for use as a replacement; 2. $2,500 for decrease in trade-in value of the rental vehicle because of actual damage to that vehicle arising out of a covered "loss"; and 3. $2,500 for administrative expenses incurred by the rental agency, as stated in the contract or agreement. 4. $7,500 maximum total amount for paragraphs 1., 2. and 3. combined. 7. EXTRA EXPENSE — BROADENED COVERAGE Paragraph A.4. — COVERAGE EXTENSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: e. Recovery Expense We will pay for the expense of returning a stolen covered "auto" to you. 8. AIRBAG COVERAGE Paragraph B.3.a. - EXCLUSIONS — of SECTION III — PHYSICAL DAMAGE COVERAGE does not apply to the accidental or unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide this coverage. 9. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT - BROADENED COVERAGE Paragraph C.1.b. — LIMIT OF INSURANCE - of SECTION III - PHYSICAL DAMAGE is deleted and replaced with the following: b. $2,000 is the most we will pay for "loss" in any one "accident' to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of 'loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. 10. GLASS REPAIR —WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. - DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Paragraph D.- DEDUCTIBLE — of SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: If this Coverage Form and any other Coverage Form or policy issued to you by us that is not an automobile policy or Coverage Form applies to the same "accident", the following applies: 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; or 2. If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Paragraph A.2.a. - DUTIES IN THE EVENT OF AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV - BUSINESS AUTO CONDITIONS is deleted and replaced with the following: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when the "accident" is known to: (1) You or your authorized representative, if you are an individual; (2) A partner, or any authorized representative, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer, insurance manager, or authorized representative, if you are an organization other than a partnership or limited liability company. Knowledge of an "accident", claim, "suit" or "loss" by other persons does not imply that the persons listed above have such knowledge. Notice to us should include: (1) How, when and where the "accident" or "loss" occurred; (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons or witnesses. 13. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for "loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that is entered into before such "loss". To the extent that the "insured's" rights to recover damages for all or part of any payment made under this insurance has not been waived, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. — CONCEALMENT, MISREPRESENTATION or FRAUD of SECTION IV — BUSINESS AUTO CONDITIONS - is deleted and replaced with the following: If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not void coverage under this Coverage Form because of such failure. 15. AUTOS RENTED BY EMPLOYEES Paragraph B.5. - OTHER INSURANCE of SECTION IV — BUSINESS AUTO CONDITIONS - is amended to add the following: e. Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 16. HIRED AUTO — COVERAGE TERRITORY Paragraph B.7.b.(5). - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: (5) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 45 days or less; and 17. RESULTANT MENTAL ANGUISH COVERAGE Paragraph C. of - SECTION V — DEFINITIONS is deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death as a result of the "bodily injury" sustained by that person. Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATION(S) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM GARAGECOVERAGEFORM TRUCKERS COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. SCHEDULE Name of Person(s) or Organization(s): IF YOU ARE OBLIGATED, PURSUANT TO A WRITTEN CONTRACT OR AGREEMENT TO PROVIDE PERSON(S) OR ORGANIZATIONS) WITH NOTICE OF CANCELLATION, THEN WE WILL NOTIFY SUCH PERSON(S) OR ORGANIZATIONS) PROVIDED THAT WITHIN 15 DAYS OF THE DATE WE SEND NOTICE OF CANCELLATION TO THE FIRST NAMED INSURED, THE FIRST NAMED INSURED OR PRODUCER OF RECORD PROVIDES US WITH A SPREADSHEET CONTAINING THE NAME, MAILING ADDRESS AND, IF AVAILABLE, E—MAIL ADDRESS OF THE PERSON(S) OR ORGANIZATION(S). Address: N/A Under Common Policy Conditions the following condition is added: NOTICE OF CANCELLATION (OTHER THAN NONPAYMENT OF PREMIUM) SCHEDULED PERSON(S) OR ORGANIZATIONS) When we cancel this policy for any reason other than nonpayment of premium, we will notify the person(s) or organization(s) described in the SCHEDULE at least 30 days in advance of the cancellation date. Any failure by us to notify such person(s) or organization(s) will not: • Impose any liability or obligation of any kind upon us; or • Invalidate such cancellation. 16-02-0306 (Ed. 5-11) Page 1 of 1 C H U B B° Policy Conditions Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: COMMON POLICY CONDITIONS Conditions DECEMBER 31, 2023 TO DECEMBER 31, 2024 DECEMBER 31, 2023 3598-35-69 MIN CLIFTONLARSONALLEN LLP GREAT NORTHERN INSURANCE COMPANY DECEMBER 19, 2023 Under Conditions, the following condition is added Notice Of Cancellation When we cancel this policy for any reason, other than non-payment of premium, we will notify To Scheduled Persons person(s) or organization(s) shown in the Schedule at least 30 days in advance of the cancellation Or Organizations When date. We Cancel Any failure by us to notify such person(s) or organization(s) will not: • impose any liability or obligation of any kind upon us; or • invalidate such cancellation. Schedule If you are obligated, pursuant to a written contract or agreement, to provide person(s) or organization(s) with notice of cancellation, then we will notify such person(s) or organization(s) provided that within 15 days of the date we send notice of cancellation to the first named insured, the fast named insured or producer of record provides us with a spreadsheet containing the name, mailing address and, if available, e-mail address of the person(s) or organization(s). All other terms and conditions remain unchanged. Notice Of Cancellation To scheduled Poisons Or Organlzabons Policy C xaffane (Except Non -Payment Of Premium) continued Form 8042-9779 (Ed. 9-11) Endorsement page 1 Conditions (continued) Authorized Rep owntadve Nobw Of Canoelation To Sd►eduled Persons Or Orgenuations Polley Condldons (Except Non Payment Of Premium) lastpage Form 80-Q29779 (Ed. 9-11) Endorsement Page 2 Condidons (continued) Transfer Or Waiver Of Rights Of Recovery Against Others LIe64ily Ineunv►aa We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the hmured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the h=red's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The fissured must do nothing after loss to impair them At our request, the finured will bring suit or transfer those rights to us and help us enforce them This condition does not apply to medical expenses. Fomt 80 &-2000 (Rev. 4-01) Co~ Page 24 of 32 C H U S B' Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured DECEMBER 31, 2023 TO DECEMBER 31, 2024 DECEMBER 31, 2023 3598-35-69 MIN CLIFfONLARSONALLEN LLP GREAT NORTHERN INSURANCE COMPANY DECEMBER 19, 2023 Under Who Is An Insured, the following provision is added Additional Insured - Persons or organizations shown in the Schedule are insureds; but they are lmsureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However, the person or organization is an hwured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an b wred; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an fissured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured - SMsdiuiod Person Or Organization Form 8042-2367 (Rev. 5-07) Embraement continued Page 1 CHUBB* Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance. Conditions Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance — Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule ANY PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged Authorized Representative Liability Insurance Additional Insured - Scheduled Person Or 09anizabon last page Form 80-a -2367 (Rev. 5-07) Endorsement Page 2 POLICY NUMBER: (23)7357-28-25 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY LIABILITY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: CLIFTONLARSONALLEN LLP Endorsement Effective Date: 12/31/2023 SCHEDULE Name(s) Of Person(s) Or Organization(s): AS REQUIRED BY WRITTEN CONTRACT (Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Item 5. — "Other Insurance" of Item B. — "General Conditions" under Section IV — `Business Auto Conditions": e. Regardless of the provisions of Paragraph 5.a. through d. above, for any liability arising out of the ownership, maintenance, use, rental, lease, loan, hire or borrowing by an "insured" of a covered "auto" for which an "insured" is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributory with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Form or policy that applies on a primary basis. 16-02-0316 Ed. 10 14 Page 1 of 1 ACORU0 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/12/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-847-385-6800 Edgewood Partners Insurance Center Lemme, a division of EPIC 111 West Campbell CONTACT NAME: Nadine Daniels PHONE g47-385-6800 FAX AIC No: E-MAIL PSGCerts@lemme.com ADDRESS: INSURERS AFFORDING COVERAGE NAIC# 4th Floor INSURER A: Swiss Re International SE and Various Arlington Heights, IL 60005 INSURED CliftonLarsonAllen, LLP INSURER B INSURER C : INSURERD: 220 South Sixth St. INSURERE: Suite 300 Minneapolis, MN 55402 INSURERF: COVERAGES CERTIFICATE NUMBER: 70153509 REVISION NIIMRFR- 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 LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDD POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL 8 ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: PRO - POLICY JECT LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L PROPERTYDAMAGE Per accident $ $ 1 1 UMBRELLA LIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROP RI ETOR/PARTNE R/EXECU TI VE OFFICER/MEMBEREXCLUDED? ❑ N / A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A Professional Liability FN2311566 12/15/23 12/15/24 Each Claim 2,000,000 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) l'1 VmIM L�mva. City of Spokane Valley 10210 E. Sprague Avenue Spokane, WA 99206 ACORD 25 (2016/03) Erika.Wintheiser@lemme.com LEM 70153509 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE USA �`� 4 'U"ri(��LQ ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD