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22-231.00 Innovia Foundation, Launch NW: ARPA-CLFR Grant
22-231.00 AGREEMENT BETWEEN THE CITY OF SPOKANE VALLEY AND INNOVIA FOUNDATION IN CONJUNCTION WITH THE AMERICAN RESCUE PLAN, 9-n10nivAX7TDrTQ QTATF Alva UnC"Ai. FVRC"AT. RFCOVF.RY FUNDS AWARD lJV1�Vl\A ♦ 1. Contracted Firm - - 2.Award Amount (up to) 3. Tax ID# Innovia Foundation, LaunchNW 818 W Riverside Ave #650 $1,000,000.00 91-0941053 Spokane, Washington 99201 4. Contracted Firm Representative Shelly O'Quinn, Chief Executive Officer . Spokane Valley Program Manager Innovia Foundation Chelsie Taylor, Finance Director City of Spokane Valley 10210 East Sprague 818 W Riverside Ave #650 Avenue Spokane Valley, WA 99206 509-720-5040 ctaylor@spokanevalley.org Spokane, Washington 99201 (509) 624-2606 soquinn@innovia.org 6. Spokane Valley Contract Manager 7. Start Date Sarah Farr, Accountant/Budget Analyst City of Spokane Valley 9/1/2022 10210 East Sprague Avenue Spokane Valley, WA 99206 509-720- 5041 sfarr@spokanevalley.org ; ctaylor@spokanevalley.org 8. End Date 12/31/2026 with 6/30/24 reporting check -in point 9. CFDA # 2 7— Coronavirus State and Local Fiscal Recovery Funds 10. Federal Agency: U.S. Department of Treasury 11. UEI # 12. Contract Number and Purchasing No JGNFHK7ULLB2 22-231 13. Contract Purpose & Description: The American Rescue Plan (ARP) /Coronavirus State and Local Fiscal Recovery Funds (SLFRF) requires that the payments from the Coronavirus State and Local Fiscal Recovery Funds be used to cover expenses: (1) that respond to the COVID-19 public health emergency or its' negative economic impacts, including assistance to households, small businesses, and nonprofits, or aid to impacted industries such as tourism, travel, and hospitality; (2) that respond to workers performing essential work during the COVID-19 public health emergency by providing premium pay to eligible workers; (3) for the provision of government services to the extent of the reduction in revenue due to the COVID-19 public health emergency relative to revenues collected in the most recent fiscal year prior to the emergency; and (4) that make necessary investments in water, sewer, or broadband infrastructure. 14. IN WITNESS WHEREOF SPOKANE VALLEY and the INNOVIA acknowledge and accept the terms of this AGREEMENT, including all referenced Exhibits and Attachments which are hereby incorporated in and made a part hereof, and have executed this AGREEMENT as of the date below. This AGREEMENT Face Sheet; Statement of Work (Exhibit A); Budget (Exhibit B); and all other documents, exhibits and attachments expressly referenced and incorporated herein contain all the terms and conditions agreed upon by the parties and govern the rights and obligations of the parties to this AGREEMENT. No other understandings, oral or otherwise, regarding the subject matter of this AGREEMENT shall be deemed to exist or to bind any of the parties hereto. FOR THE CONTRACTED FIRM: FOR CITY OF SPOKANE VALLEY: G� t. tc DrE_ -, _1� Sign ate I Si ature Date Y I aLL4 n Name Name Title Tide (FACE SHEET) Page 1 of 38 22-231.00 WHEREAS, an original agreement was made pursuant to Spokane County's Request for Proposal (RFP) P12850 and Resolution 2022-0296 dated May 3, 2022, as of August 1, 2022 by and between Spokane County (COUNTY), a political subdivision of the State of Washington having offices for the transaction of business as listed above and the Innovia Foundation ("FIRM") a community foundation, in the State of Washington; and WHEREAS, pursuant to RFP P 12850, "the undersigned [Firm] agree[d] to sell additional items or provide the same service at the bid price, terms and conditions to Spokane County as well as other public agencies with whom Spokane County has entered into Interlocal Purchase Agreements pursuant to RCW 39.34"; and WHEREAS, pursuant to the provisions of chapter 39.34 RCW, any two or more public agencies may enter into agreements with one another for joint or cooperative action; and WHEREAS, pursuant to the provisions of RCW 39.34.080, any one or more public agencies may contract with any one or more other public agencies to perform any governmental service, activity, or undertaking which each public agency entering into the contract is authorized by law to perform; and WHEREAS, the City of Spokane Valley (CITY) and the COUNTY have previously entered into an Intergovernmental Cooperative Purchasing Agreement pursuant to chapter 39.34 RCW; and WHEREAS, said Intergovernmental Cooperative Purchasing Agreement covers all COUNTY and CITY goods and services purchase contracts; and WHEREAS, the FIRM's proposal sent to the COUNTY in response to RFP P 12850 contemplated providing the same services within the jurisdictional boundaries of the CITY at the appropriate scale; and WHEREAS, the COUNTY has provided the CITY with the RFP P12850, responses thereto, Affidavits of Advertisement, Competitive Scoring Sheets, and the COUNTY's negotiated contract with the selected Firm; and WHEREAS, the procurement process was competitive, and consistent with local, state and federal rules and regulations; and WHEREAS, the CITY now wishes to execute an agreement consistent with the COUNTY's negotiated contract with the selected FIRM; and WHEREAS, the FIRM and the CITY, referred to together as the PARTIES, intend to enter into this Agreement for the FIRM to provide the services outlined in the Statement of Work, attached to the Agreement as Exhibit A; and NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein, the parties mutually agree as follows: SECTION NO. 1: SERVICES The FIRM shall provide those services set forth in the Statement of Work attached hereto as Exhibit "A" which is incorporated herein by reference. Services provided by FIRM shall be performed to the standard(s) set by the City Representative, listed on the contract. Page 2 of 38 22-231.00 SECTION NO.2: FINANCIAL REQUIREMENTS The FIRM agrees to comply with all applicable state and federal laws, rules, regulations, requirements and program guidance identified or referenced in this AGREEMENT, and the federal regulations and any executive orders commonly applicable to federal grants. SECTION NO.3: TERM The term of this AGREEMENT shall commence as of the start date on the FACE SHEET and shall terminate on the end date on the FACE SHEET. SECTION NO.4: RELATIONSHIP OF THE PARTIES The PARTIES intend that an independent contracted FIRM relationship will be created by this AGREEMENT. FIRM and/or employees, agents or any subrecipient to this contracted FIRM performing under this AGREEMENT are not employees or agents of the CITY in any manner whatsoever. FM will not be presented as, nor claim to be, an officer or employee of the CITY by reason of this AGREEMENT nor will FIRM make any claim, demand or application to or for any right or privilege applicable to an officer or employee of the CITY by reason of this AGREEMENT, including but not limited to, Workmen's Compensation coverage, unemployment insurance benefits, social security benefits, retirement membership or credit, or privilege or benefit which would accrue to a civil service employee under Chapter 41.06 RCW. SECTION NO.5: COMPLIANCE WITH LAWS The FIRM and the CITY agree that all activity pursuant to this AGREEMENT will be performed in accordance with all applicable current federal, state and local laws, rules and regulations. As a recipient of federal financial assistance under this AGREEMENT, FIRM shall comply with all applicable state and federal statutes, regulations, executive orders and guidelines, including but not limited to the following: A. FIRM shall comply with the Americans with Disabilities Act (ADA) of 1990, Public Law 101-336, 42 U.S.C. 12101 et seq. and its implementing regulations also referred to as the ADA 28 CFR Part 35. The ADA provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services and telecommunications. B. FIRM shall solely comply with any and all applicable federal, state and local laws, regulations, executive orders, OMB Circulars and/or policies and the CITY will not be responsible for determining FIRM's compliance. This obligation includes, but is not limited to: nondiscrimination laws and/or policies, Energy Policy and Conservation Act (PL 94-163, as amended), the Americans with Disabilities Act (ADA), Age Discrimination Act of 1975, Title VI of the Civil Rights Act of 1964, Civil Rights Act of 1968, the Robert T. Stafford Disaster Relief and Emergency Assistance Act, (PL 93-288, as amended), Ethics in Public Services (RCW 42.52), Covenant Against Contingent Fees (48 CFR Section 52.203-5), Public Records Act (RCW 42.56), Prevailing Wages on Public Works (RCW 39.12), State Environmental Policy Act (RCW 43.21C), Shoreline Management Act of 1971 (RCW 90.58), State Building Code (RCW 19.27), Energy Related Building Page 3 of 38 22-231.00 Standards (RCW 19.27A), Provisions in Buildings for Aged and Handicapped Person (RCW 70.92), and safety and health regulations. FIRM shall comply with all applicable federal/state non-discrimination laws, regulations and policies and the CITY will not be responsible for determining FIRM's compliance. No person shall on the grounds of age, race, creed, color, sex, sexual orientation, religion, national origin, marital status, honorably discharged veteran or military status, or disability (physical, mental or sensory) be denied the benefits of, or otherwise be subjected to discrimination under any project, program, or activity, funded in whole or in part, under this AGREEMENT. In the event of noncompliance or refusal to comply with any applicable law, regulation, executive order, OMB Circular or policy by FIRM, the CITY may rescind, cancel or terminate the AGREEMENT in whole or in part, at the CITY's sole discretion. FIRM is responsible for all costs or liability arising from its failure to comply with application laws, regulations, executive orders, OMB Circulars or policies. SECTION NO.6: EQUAL OPPORTUNITY TREATMENT FOR FAITH -BASED ORGANIZATIONS FIRM agrees to comply with the applicable requirements of 28 CFR Part 38. SECTION NO.7: NEW CIVIL RIGHTS PROVISION FIRM shall comply with the Violence Against Women Reauthorization Act of 2013 provision that prohibits recipients from excluding, denying benefits to, or discriminating against any person on the basis of actual or perceived race, color, religion, national origin, sex, gender identity, sexual orientation, or disability in any program or activity funded in whole or in part by this AGREEMENT and the CITY will not be responsible for determining FIRM's compliance. SECTION NO.8: LINIITED ENGLISH PROFICIENCY (CIVIL RIGHTS ACT OF 1964 TITLE VI) FIRM shall comply with the Title VI of the Civil Rights Act of 1964 (Title VI) prohibition against discrimination on the basis of national origin, which requires that subrecipients of federal financial assistance take reasonable steps to provide meaningful access to persons with Limited English Proficiency (LEP) to their programs and services. The CITY will not be responsible for determining FIRM's compliance with such prohibitions and requirements. Providing meaningful access for persons with LEP may entail providing language assistance services, including oral interpretation and written translation. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency (August 11, 2000), requires federal agencies to issue guidance to recipients, assisting such organizations and entities in understanding their language access obligations. Department of Homeland Security (DHS) published the required recipient guidance in April 2011, DHS Guidance to Federal Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons, 76 Fed. Reg. 21755-21768 (April 18, 2011). The Guidance provides helpful information such as how a recipient may determine the extent of its obligation to provide language services; selecting language services; and elements of an effective plan on language assistance for LEP persons. Assistance and information regarding language access obligations may be accessed at Page 4 of 38 22-231.00 DHS Recipient Guidance at https•//www dhs gov/guidance-published-help-depai-tment- supported-organizations-provide-meaningful-access-people-limited and additional resources on http://www.lep.gov. SECTION NO.9: EQUAL EMPLOYMENT OPPORTUNITY PROGRAM (EEOP) FIRM will determine whether it is required to formulate an Equal Employment Opportunity Program (EEOP), in accordance with 28 C.F.R. 42.301 et. seq. If FIRM is not required to formulate an EEOP, it will submit a certification to the Office of Civil Rights (OCR) and the CITY indicating that it is not required to develop an EEOP and the CITY will not be responsible for determining FIRM's compliance. If FIRM is required to develop an EEOP but not required to submit the EEOP to the OCR, FIRM will certify in writing to the CITY that it has an EEOP on file which meets the applicable requirements. If FIRM is awarded a grant of $500,000.00 or more and has 50 or more employees, it will submit a copy of its EEOP to the OCR and the CITY. Non-profit organizations, federally recognized Indian Tribes, and medical and educational institutions are exempt from the EEOP requirement, but are required to submit a certification form to the OCR to claim the exemption. A copy of the certification will also be submitted to the CITY. Information about civil rights obligations of grantees may be found at ht!p://www.opi.usdoi.gov/program/civil-rights/ovei-view. SECTION NO. 10: CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY EXCLUSION — PRIMARY AND LOWER TIER COVERED TRANSACTION A. FIRM, defined as the primary participant and its principal, certifies by signing these General Terms and Conditions that to the best of its knowledge and belief that they: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any State or Federal department or agency; 2. Have not within a three-year period preceding this AGREEMENT, been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice; 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 section; and 4. Have not within a three (3) year period preceding the signing of this AGREEMENT had one or more public transactions (Federal, state, or local) terminated for cause of default. B. Where FIRM is unable to certify to any of the statements in this AGREEMENT, FIRM shall attach an explanation to this AGREEMENT. C. FIRM agrees by signing this AGREEMENT that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the CITY. Page 5 of 38 22-231.00 D. FIRM further agrees by signing this AGREEMENT that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," as follows, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions: LOWER TIER COVERED TRANSACTIONS a) The lower tier grantee certifies, by signing this AGREEMENT that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. b) Where the lower tier grantee is unable to certify to any of the statements in this AGREEMENT, such grantee shall attach an explanation to this AGREEMENT. E. The terms covered transaction, debarred, suspended, ineligible, lower tier covered transaction, person, primary covered transaction, principal, and voluntarily excluded, as used in this section, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the CITY for assistance in obtaining a copy of these regulations. SECTION NO. 11: COMPENSATION/REIIVIBURSEMENT/INVOICING PROCEDURES A. The CITY shall reimburse FIRM in amounts up to but not exceeding $1,000,000.00 dollars as set forth in the budget line items set forth in Exhibits "B" and "B 1 ", attached hereto consisting of 2 pages and hereby incorporated herein by reference. There will be no initial payment. B. The CITY shall make no payments in advance or in anticipation of goods or services to be provided under this AGREEMENT. FIRM shall not invoice the CITY in advance of delivery and/or performance and invoicing of such goods or services. C. FIRM will submit quarterly data submissions to the CITY. Quarterly submissions to the CITY will occur on a calendar quarter basis. FIRM will submit monthly reimbursement requests to the CITY by detailing the expenditures for which reimbursement is sought. Payment for the expenditures will only occur if the request is submitted with the appropriate supporting documentation, including, but not limited to timesheets and time/effort certifications. Requests for reimbursement and quarterly data report submissions shall be uploaded directed to CITY ARP portal or in such other manner as agreed in writing by the PARTIES. D. In conjunction with each reimbursement request, FIRM shall certify that goods provided and/or services performed under this AGREEMENT do not duplicate any services charged against any other grant, subgrant, or other funding source. E. Unless otherwise set forth in the bid, quote, submittal, and accepted by the CITY in the AGREEMENT, payment shall be timely if made by the CITY no later than thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by FIRM. F. The pricing submitted by FIRM and accepted by the CITY is inclusive of applicable payment terms, as well as, any and all fees incurred by FIRM in accepting payment. No additional fees or charges shall apply, unless otherwise preapproved by the CITY. Page 6 of 38 22-231.00 G. Contract pricing (fees, commissions, mark-ups, etc.) will remain firm for the duration of this AGREEMENT. H. Price Escalation a. The contract prices will remain firm for the duration of this AGREEMENT. A request for price escalation: 1) shall be approved by the PARTIES prior to the proposed effective date of the price escalation; and 2) will only be allowed on a pass -through basis (does not result in a higher profit margin than that reflected in the prices awarded in the original proposal). FIRM will be required to provide sufficient documentation to justify the requested price escalation(s). The CITY will determine the acceptability of sources of such documentation. Documentation will include a cost proposal with sufficient detail for the CITY to perform a cost/price analysis upon which the original proposal was made. An evaluation and/or audit will be performed on the cost proposal as well as other submitted documentation to determine if the requested price increase(s) is fair and reasonable. Approval of a price escalation request will be at the sole discretion of the CITY. Retroactive price increase adjustments will not be considered. b. If the CITY does not find the documentation sufficient to support a price escalation request, the CITY reserves the option to counter-offer. Any counter-offers will be made in an amount, or at a rate, decided at the sole discretion of CITY. The basis for such escalation may be based on any factors including the then current rate of inflation or the percentage of the change in the unadjusted figures, if any, of the U.S. Department of Labor Consumer Price Index for all Urban Consumers (CPI-U, U.S. City Average) hereafter called the CPI. In the event the CITY elects to determine escalation on changes of the CPI, the relevant change period will be of the CPI for the 12-month period ending June 301' each year. c. This escalation/de-escalation provision and its methodology shall be considered to apply to price decreases as well as increases. Price decreases may be considered and implemented at any time during the term of the contract if agreed to by both PARTIES. If a contract is operating on pricing resulting from the use of the CPI the CITY reserves the right to initiate a request for a price decrease, based upon the CPI, at any time. d. Failure to reach agreement on a request for an increase or decrease in price(s) may, at the sole option of the CITY, terminate the AGREEMENT under the provisions for termination without cause. SECTION NO. 12: RECOVERY OF FUNDS Whenever, under the AGREEMENT, any sum of money shall be recoverable from or payable by FIRM to the CITY the same amount may be deducted from any sum due to FIRM under the AGREEMENT or under any other contract between FIRM and the CITY including reasonable attorney fees and or any other collection costs. The rights of the CITY are in addition and without prejudice to, and do not waive, alter or affect, any other right the CITY may have to claim the amounts from any losses or damages suffered by the CITY on account of the acts or omissions of FIRM. SECTION NO. 13: INDEPENDENT AUDIT REQUIREMENTS 1. FIRM shall have an annual independent fiscal audit conducted of its financial statement and Page 7 of 38 22-231.00 condition, regarding the performance of the Agreement, readily delineating ARP/SLFRF funds. 1. FIRM shall submit its audit report, including any "Management Letter" and/or all other correspondences referred to in the audit report, along with FIRM's response to the audit and a corrective action plan, if any, no later than six (6) months after the end of FIRM's fiscal year. FIRM hereby consents to CITY's inquiry of independent auditor, upon request by the CITY. 2. Failure to engage auditors and provide proof of such engagement shall be considered contractual non-performance and may result in corrective action and withholding of payment. 3. If, under separate agreement, FIRM is required to provide a 2 CFR Part 200 annual audit, which, at a minimum, meets the requirements of this AGREEMENT, then compliance with the other separate agreement will also serve as compliance with the Agreement, provided that said audit is provided to the CITY. SECTION NO. 14: SINGLE AUDIT ACT REQUIREMENTS A. Non-federal entities, as subrecipients of a federal award, that expend $750,000.00 or more in one fiscal year of federal funds from all sources, direct and indirect, are required to have a single or a program -specific audit conducted in accordance with 2 CFR Part 200 Subpart F. Non-federal entities that spend less than $750,000.00 a year in federal awards are exempt from federal audit requirements for that year, except as noted in 2 CFR Part 200 Subpart F. The term "non-federal entity," as defined in 2 CFR Part 200, means a State, local government, Indian tribe, institution of higher education, or non-profit organization, that carries out a federal award as a recipient or subrecipient. B. If FIRM is required to have an audit, it shall ensure the audit is performed in accordance with Generally Accepted Government Auditing Standards (GAGAS) as found in the Government Auditing Standards (the Revised Yellow Book) developed by the United States Comptroller General and the OMB Compliance Supplement. FIRM has the responsibility of notifying its auditor and requesting an audit in compliance with 2 CFR Part 200 Subpart F, to include the Washington State Auditor's Office, a federal auditor, or a public accountant performing work using GAGAS, as appropriate. Costs of the audit may be an allowable grant expenditure as authorized by 2 CFR Part 200.425. C. FIRM shall maintain auditable records and accounts to facilitate the audit requirement and shall ensure that any sub -recipients to the contracted FIRM also maintain auditable records. FIRM is responsible for any audit exceptions incurred by its own organization or of its sub - recipients. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. D. FIRM shall respond to the CITY's requests for information or corrective action concerning audit issues or findings within thirty (30) days of the date of request. The CITY reserves the right to recover from FIRM all disallowed costs resulting from the audit. E. Once the single audit has been completed and if it includes any audit findings, FIRM must send a full copy of the audit and its corrective action plan to the CITY at the following addresses no later than nine (9) months after the end of FIRM's fiscal year(s): Page 8 of 38 22-231.00 Sarah Farr Accountant/Budget Analyst City of Spokane Valley 10210 E. Sprague Avenue Spokane Valley, WA 99206 F. If FIRM claims it is exempt from the audit requirements of 2 CFR Part 200 Subpart F, FIRM shall send a completed "2 CFR Part 200 Subpart F Audit Certification Form" to the CITY at the address listed above identifying this AGREEMENT and explaining the criteria for exemption no later than nine (9) months after the end of the FIRM's fiscal year(s). G. The CITY retains the sole discretion to determine whether any valid claim(s) for exemption from the audit requirements of this provision has been established. H. FIRM shall include the above audit requirements in any sub -contracts. I. Conducting a single or program -specific audit in compliance with 2 CFR Part 200 Subpart F is a material requirement of this AGREEMENT. In the absence of a valid claim of exemption from the audit requirements of 2 CFR Part 200 Subpart F, FIRM's failure to comply with the audit requirements may result in one or more of the following actions at the CITY's sole discretion: a percentage of federal awards to be withheld until the audit is completed in accordance with 2 CFR Part 200 Subpart F; the withholding or disallowing of overhead costs; and, the suspension of federal awards until the audit is conducted. SECTION NO. 15: VENUE STIPULATION This AGREEMENT shall be construed and enforced in accordance with the laws of the state of Washington, and the validity and performance shall be governed by the same. Venue of any suit between the PARTIES arising out of or related to this AGREEMENT shall be the Superior Court of Spokane County, Washington. FIRM, by execution of this AGREEMENT, acknowledges the jurisdiction of the courts of the State of Washington. SECTION NO. 16: SEVERABILITY If any court of rightful jurisdiction holds any provision or condition of this AGREEMENT or its application to any person or circumstances invalid, this invalidity does not affect other provisions, terms or conditions of the AGREEMENT, which will be given effect without the invalid provision. To this end, the terms and conditions of this AGREEMENT are declared severable. SECTION NO. 17: AMENDMENTS AND MODIFICATIONS A. FIRM and/or the CITY may request, in writing, an amendment or modification of this AGREEMENT. However, such amendment or modification shall not be binding, take effect or be incorporated herein until made in writing and signed by the authorized representatives of the CITY and FIRM. No other understandings or agreements, written or oral, shall be binding on the parties. B. The CITY reserves the right to make changes in the Work, including alterations, modifications or reductions therein and/or or additions or supplementations thereto based upon potential Page 9 of 38 22-231.00 future U.S. Department of Treasury guidelines. Upon receipt by FIRM of the CITY's notification of a contemplated change, FIRM shall (1) if requested by the CITY, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the CITY of any estimated change in the completion date, and (3) advise the CITY in writing if the contemplated change shall affect FIRM's ability to meet the completion dates or schedules of this AGREEMENT. C. If the CITY so instructs in writing, FIRM shall suspend work on that portion of the Work affected by any contemplated change, pending the CITY's decision to proceed with the change. D. If the CITY elects to make any change, the CITY shall issue a Contract Amendment and FIRM shall not commence work on any such change until such written amendment has been issued and signed by each of the PARTIES. SECTION NO. 18: CERTIFICATION REGARDING RESTRICTIONS ON LOBBYING As required by 44 CFR Part 18, FIRM hereby certifies that to the best of its knowledge and belief. (1) no federally appropriated funds have been paid or will be paid by or on behalf of FIRM to any person for influencing or attempting to influence an officer or employee of an 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 contract, the making 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 contract, grant, loan, or cooperative agreement; (2) that 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 AGREEMENT, FIRM will complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions; and that, (3) as applicable, FIRM will require that the language of this certification be included in the award documents for all subawards at all tiers (including sub -contracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients 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, and is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. SECTION NO. 19: PERSONNEL A. FIRM represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this AGREEMENT. Such personnel shall not be employees of or have any contractual relationship with the CITY. B. All of the services required herein shall be performed by FIRM or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized, licensed or permitted under state and local law to perform such services. C. Any changes or substitutions of FIRM's key personnel, as may be listed herein, shall be made known to the CITY's Contract Manager. D. FIRM warrants that all services shall be performed by skilled and competent personnel who shall meet or exceed the professional standards in the field(s) of the work and that services Page 10 of 38 22-231.00 shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the work. SECTION NO.20: TAXES, FEES, AND LICENSES Unless otherwise provided in this AGREEMENT, FIRM shall be responsible for paying and maintaining the current status of all taxes, unemployment contributions, fees, licenses, assessments, permit charges and expenses of any other kind for FIRM required by statute or regulation that are applicable to the AGREEMENT performance. SECTION NO.21: CONFLICT OF INTEREST No officer or employee or governing body member of the CITY or FIRM exercising any functions or responsibilities with respect to the project during his or her tenure, shall have any personal or pecuniary gain or interest, direct or indirect, in any contract, subcontract, or the proceeds thereof, for work to be performed in connection with the project assisted under this AGREEMENT. The CITY may, in its sole discretion, by written notice to FIRM, terminate this AGREEMENT after due notice and examination by the CITY if it is found that there is a violation of the Conflict of Interest provisions contained within this AGREEMENT. In the event this AGREEMENT is terminated as provided in this conflict of interest clause, the CITY shall be entitled to pursue the same remedies against FIRM as it could pursue in the event of a breach of the AGREEMENT by FIRM. The rights and remedies of the CITY provided for in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law. The existence of facts upon which the CITY makes any determination under this clause shall be an issue and may be reviewed as provided in the "Disputes" clause of this AGREEMENT. SECTION NO.22: CONTRACTED FIRM SUB-RECIPEIENT The FIRM shall maintain written procedures related to subcontracting, as well as copies of all subcontracts and records related to the subcontracts. Every subcontract prepared by FIRM regarding this AGREEMENT shall bind the sub -recipient to follow all applicable terms of this AGREEMENT. FIRM shall be responsible to the CITY if the FIRM's sub -recipient fails to comply with any applicable term or condition of this AGREEMENT. FIRM shall appropriately monitor the activities of the sub -recipient to ensure fiscal conditions of this AGREEMENT. In no event shall the existence of a subcontract operate to release or reduce the liability of FIRM to the CITY for any breach in the performance of FIRM's duties. Every subcontract written related to this AGREEMENT shall include a term that the CITY is not liable for claims or damages arising from a subcontractor's performance of the subcontract. SECTION NO.23: PROCUREMENT FIRM shall comply with all procurement requirements of 2 CFR Part 200.318 through 200.326 and all of FIRM's procurement policies and procedures. SECTION NO.24: EQUIPMENT, REAL PROERTY, AND SUPPLY MANAGEMENT (IF APPLICABLE) Page 11 of 38 22-231.00 A. Equipment and Real Property Management. Any purchase of equipment or real property with SLFRF funds shall be consistent with the Uniform Guidance at 2 CFR Part 200, Subpart D. Equipment and real property acquired under this program shall be used for the originally authorized purpose, unless stated otherwise by Treasury. Consistent with 2 CFR 200.311 and 2 CFR 200.313, any equipment or real property acquired using SLFRF funds shall vest in the non -Federal entity, consistent with any guidance that Treasury may issue. Any acquisition and maintenance of equipment or real property shall also comply with relevant laws and regulations. B. FIRM and any non-federal entity to which FIRM makes a subaward shall comply with 2 CFR 200.318 — 200.326 when procuring any equipment or supplies under this AGREEMENT, 2 CFR 200.313 for management of equipment, and 2 CFR 200.314 for management of supplies, to include, but not limited to: 1. Upon successful completion of the terms of this AGREEMENT, all equipment and supplies purchased through this AGREEMENT will be owned by FIRM, or a recognized non- federal entity to which FIRM has made a subaward, for which a contract, subrecipient grant agreement, or other means of legal transfer of ownership is in place; 2. All equipment, and supplies as applicable, purchased under this AGREEMENT will be recorded and maintained in FIRM's inventory system; 3. Inventory system records shall include: a. A description of the property; b. The manufacturer's serial number, model number, or other identification number; c. The funding source for the equipment, including the Federal Award Identification Number (FAIN); d. The Assistance Listings Number [formerly Catalog of Federal Domestic Assistance (CFDA) number)]; e. The identity of the entity who holds the title; f. The acquisition date; g. The cost of the equipment and the percentage of federal participation in the cost; h. The location, use, and condition of the equipment at the date the information was reported; and i. The disposition data including the date of disposal and sale price of the property. 4. FIRM shall take a physical inventory of the equipment, and supplies as applicable, and reconcile the results with the property records at least once every two (2) years. Any differences between quantities determined by the physical inspection and those shown in the records shall be investigated by FIRM to determine the cause of the difference. FIRM shall, in connection with the inventory, verify the existence, current utilization, and continued need for the equipment. 5. FIRM shall be responsible for any and all operational and maintenance expenses and for the safe operation of their equipment and supplies including all claims relating to any asserted liability related to, or arising as a result of the operation or maintenance of such Page 12 of 38 22-231.00 equipment and/or supplies. Further, if applicable, FIRM shall develop appropriate maintenance schedules and procedures to ensure the equipment, and supplies as applicable, are well -maintained and kept in good operating condition. 6. FIRM shall develop a control system to ensure adequate safeguards to prevent loss, damage, and theft of the property. Any loss, damage or theft shall be investigated by FIRM within a reasonable time frame and all reports generated therefrom shall be provided within twenty (20) days of completion to the CITY. 7. FIRM shall obtain and maintain all necessary certifications and licenses for the equipment. 8. If FIRM is authorized or required to sell the property, proper sales procedures shall be established and followed to ensure the highest possible return. For disposition, if upon termination or at the AGREEMENT end date, when original or replacement supplies or equipment acquired under a federal award are no longer needed for the original project or program or for other activities currently or previously supported by a federal awarding agency, FIRM shall comply with the following procedures: a. For Supplies: If there is a residual inventory of unused supplies exceeding $5,000.00 in total aggregate value upon termination or completion of the project or program and the supplies are not needed for any other federal award, FIRM shall retain the supplies for use on other activities or sell them, but shall, in either case, compensate the federal government for its share. The amount of compensation shall be computed in the same manner as for equipment. b. For Equipment: 1. Items with a current per -unit fair -market value of $5,000.00 or less may be retained, sold, or otherwise disposed of with no further obligation to the federal awarding agency, or 2. Items with a current per -unit fair -market value in excess of $5,000.00 may be retained or sold. FIRM shall compensate the federal -sponsoring agency in accordance with the requirements of 2 CFR 200.313 (e)(2). 9. Records for equipment shall be retained by FIRM for a period of six (6) years from the date of disposition, replacement, or transfer. If any litigation, claim, or audit is started before the expiration of the six (6) year period, the records shall be retained by FIRM until all litigation (including time necessary for any appeals), claims, or audit findings involving the records have been resolved. C. Unless expressly provided otherwise, all equipment shall meet all mandatory regulatory and/or federal adopted standards to be eligible for purchase using Federal award funds. D. As a subrecipient of federal funds, FIRM shall pass on equipment and supply management requirements that meet or exceed the requirements outlined above to any non-federal entity to which FIRM makes a subaward of federal award funds under this AGREEMENT. E. The FIRM anticipates no individual equipment greater than $5,000 will be purchased using these funds, therefore any individual equipment less than $5,000 shall be included as supplies. SECTION NO.25: DISPUTE RESOLUTION Page 13 of 38 22-231.00 Except as otherwise provided in this AGREEMENT, when a bona fide dispute arises between the parties and it cannot be resolved through discussion and negotiation, either party may request a dispute resolution panel to resolve the dispute. For the purpose of this AGREEMENT, disputes shall not include the following: 1) failure to fulfill in a timely and proper manner the obligations contained within this AGREEMENT, 2) financial insolvency or in a financial condition such as would endanger the performance contained within the AGREEMENT or 3) violation of any laws or regulations that renders FIRM unable to perform any aspect of the AGREEMENT. A request for a dispute resolution panel shall be in writing, shall state the disputed issue(s), shall state the relative positions of the parties and shall be sent to all parties. The dispute resolution panel shall consist of a representative appointed by the CITY, a representative by FIRM and a third party mutually agreed upon by both parties, who shall be a member in good standing of the Washington State Bar Association with a minimum of ten (10) years' relevant experience. In the event the parties are unable to reach agreement on the third panel member the dispute over such third member the appointment issue shall be submitted to the Spokane County Superior who shall have the authority to appoint any person as the third panel member with relevant experience and licensure as set forth above. The panel shall by majority vote, resolve the dispute. Each party shall bear the cost for its panel member and its own attorney fees and costs and shall share equally the cost of the third panel member. The decision of the Panel shall be final and binding upon the parties. The Panel shall be governed by the duly promulgated rules and. regulations of the American Arbitration Association (AAA) or its successor, and RCW 7.04A. In the event of any conflict between the arbitration rules of AAA and RCW 7.04A, RCW 7.04A terms and rules shall apply, The sites of any proceeding before the panel shall occur in Spokane County, Washington. The decision of the panel may be entered as a judgment in any court of the State of Washington or elsewhere. SECTION NO. 26: INDEMNIFICATION The CITY shall protect, defend, indemnify, and hold harmless FIRM while acting within the scope of this AGREEMENT as such, from any and all costs, claims, judgments, and/or awards of damages (both to persons and/or property). The CITY will not be required to indemnify, defend, or save harmless FIRM if the claim, suit, or action for injuries, death, or damages (both to persons and/or property) is caused by the sole negligence of FIRM. Where such claims, suits, or actions result from the concurrent negligence of both PARTIES, the indemnity provisions provided herein shall be valid and enforceable only to the extent of each Party's own negligence. FIRM agrees to protect, defend, indemnify, and hold harmless the CITY, its officers, officials, employees, and agents while acting within the scope of their employment as such, from any and all costs, claims, judgments and/or awards of damages (both to persons and/or property). FIRM will not be required to indemnify, defend, or save harmless the CITY if the claim, suit, or action for injuries, death, or damages (both to persons and/or property) is caused by the sole negligence of CITY. Where such claims, suits, or actions result from the concurrent negligence of both PARTIES, the indemnity provisions provided herein shall be valid and enforceable only to the extent of each Parry's own negligence. The CITY and FIRM agree that the obligations under this section extend to any claim, demand and/or cause of action brought by, or on behalf of, any CITY employees or agents or FIRM while performing work authorized under this AGREEMENT. For this purpose, the CITY and FIRM, by mutual negotiation, hereby waive any immunity that would otherwise be available to it against such claims under the Industrial Insurance provisions of chapter 51.12 RCW. Page 14 of 38 22-231.00 These indemnifications and waiver shall survive the termination of this AGREEMENT. SECTION NO.27: SUCCESORS AND ASSIGNS A. The CITY and FIRM each bind itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this AGREEMENT. Except as above, neither the CITY nor FIRM shall assign, sublet, convey, or transfer its interest in this AGREEMENT without the written consent of the other. B. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CITY which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the CITY and FIRM. SECTION NO.28: EXECUTION AND APPROVAL The signatories to this AGREEMENT represent that they have the authority to bind their respective organizations to this AGREEMENT. Only the PARTIES' authorized representatives shall have the express, implied or apparent authority to alter, amend, modify or waive any clause or condition of this AGREEMENT. Any alteration, amendment, modification, or waiver of any clause or condition of this AGREEMENT is not effective or binding unless made in writing and approved of and to be evidenced by the signing of such by both PARTIES' authorized representatives. Further, only the Authorized Signature representatives or the designee of the Authorized Signature representative shall have signature authority to sign reimbursement requests, time extension requests, amendment and modification requests, requests for changes to projects or work plans and other requests, and certifications and documents authorized by or required under this AGREEMENT. SECTION NO.29: LOSS OR REDUCTION OF FUNDING In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this AGREEMENT and prior to normal completion or end date, the CITY may unilaterally reduce the scope of work and budget or unilaterally terminate this AGREEMENT in whole or in part by providing thirty (30) calendar days' written notice, beginning on the third day after mailing to FIRM as a "Termination for Cause" without providing FIRM an opportunity to cure. Alternatively, the PARTIES may renegotiate the terms of this AGREEMENT consistent with Sections 17 and 28 of this agreement under "Amendments and Modifications" and "Execution and Approval" to comply with new funding limitations and conditions, although the CITY has no obligation to do so. SECTION NO.30: NONASSIGNABILITY Neither this AGREEMENT, nor any claim arising under this AGREEMENT, shall be transferred or assigned by FIRM. SECTION NO.31: NOTICES Page 15 of 38 22-231.00 Except as provided to the contrary herein, all notices or other communications given hereunder shall be deemed given on: (i) the day such notices or other communications are received when sent by personal delivery; or (ii) the third day following the day on which the same have been mailed by first class delivery, postage prepaid addressed to the CITY or FIRM at the address set forth on the FACE SHEET of this AGREEMENT for such Party, or at such other address as either Party shall from time -to -tine designate by notice in writing to the other Party. SECTION NO.32: POLITICAL ACTIVITY No portion of the funds provided herein shall be used for any partisan political activity or to further the election or defeat of any candidate for public office or influence the approval or defeat of any ballot issue. SECTION NO.33: RECORDS A. FIRM agrees to maintain all books, records, documents, receipts, invoices and all other electronic or written records necessary to sufficiently and properly reflect FIRM's contracts, subawards, grant administration, and payments, including all direct and indirect charges, and expenditures in the performance of this AGREEMENT (the "records"). B. FIRM's records relating to this AGREEMENT and the projects funded may be inspected and audited by the CITY and/or its designee, by the Office of the State Auditor, or by other state or federal officials authorized by law, for the purposes of determining compliance by FIRM with the terms of this AGREEMENT and to determine the appropriate level of funding to be paid under the AGREEMENT. C. The records shall be made available by FIRM upon request by CITY for such inspection, and audit together with suitable space for such purpose, at any and all times during FIRM's normal working day. D. FIRM shall retain and allow access to all records related to this AGREEMENT and the funded project(s) for a period of at least six (6) years following final payment and closure of the grant under this AGREEMENT. If any litigation, claim, or audit is started before the expiration of the six (6) year period, the records shall be retained by FIRM until all litigation (including time necessary for any appeals), claims, or audit findings involving the records have been resolved. SECTION NO.34: CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: 1. All material provided to FIRM by the CITY that is designated as "confidential" by the CITY; 2. All material produced by FIRM that is designated as "confidential" by the CITY; and 3. All personal information in the possession of FIRM that may not be disclosed under state or federal law. "Personal information" includes but is not limited to information related to a person's name, date of birth, health, finances, education, business, use of government services, addresses, telephone numbers, social security number, driver's license number and other identifying numbers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). Page 16 of 38 22-231.00 B. FIRM shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. FIRM shall use Confidential Information solely for the purposes of this AGREEMENT and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of the CITY or as may be required by law. FIRM shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, FIRM shall provide the CITY with its policies and procedures on confidentiality. The CITY may require changes to such policies and procedures as they apply to this AGREEMENT whenever the CITY reasonably determines that changes are necessary to prevent unauthorized disclosures. FIRM shall make the changes within the time period specified by the CITY. Upon request, FIRM shall immediately return to the CITY any Confidential Information that the CITY reasonably determines has not been adequately protected by FIRM against unauthorized disclosure, and FIRM shall ensure destruction of any and all retained copies of such CONFIDENTIAL materials after the expiration of the period of retention for records required herein. C. Unauthorized Use or Disclosure. FIRM shall notify the CITY within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. SECTION NO.35: PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION The funds provided under this AGREEMENT shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the Grant which is the basis of funding this AGREEMENT or any other approval or concurrence under this AGREEMENT. Provided, however, that reasonable fees for bona fide technical consultant, managerial, or other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as costs. SECTION NO.36: PUBLICITY FIRM agrees not to publish or use any advertising or publicity materials in which the CITY's name is mentioned, or language used from which the connection with the CITY's name may reasonably be inferred or implied, without the prior written consent of the CITY. SECTION NO. 37: TERMINATION FOR CONVENIENCE Notwithstanding any provisions of this AGREEMENT, FIRM may terminate this AGREEMENT by providing written notice of such termination to the CITY's Key Personnel identified in the AGREEMENT, specifying the effective date thereof, at least thirty (30) days prior to such date. Except as otherwise provided in this AGREEMENT, the CITY, at its sole discretion and in the best interests of the CITY, may terminate this AGREEMENT in whole, or in part, by providing thirty (30) calendar days' written notice, beginning on the third day after mailing to FIRM. Upon notice of termination for convenience, the CITY reserves the right to suspend all or part of the AGREEMENT, withhold further payments pending calculation of any amounts owed FIRM pursuant to Section No. 3 8 below, or prohibit FIRM from incurring additional obligations of funds. Page 17 of 38 22-231.00 In the event of termination, FIRM shall be liable for all damages as authorized by law. The rights and remedies of the CITY provided for in this section shall not be exclusive and are in addition to any other rights and remedies provided by law. SECTION NO.38: TERMINATION OR SUSPENSION FOR CAUSE In the event the CITY, in its sole discretion, determines FIRM has failed to fulfill in a timely and/or proper manner its obligations under this AGREEMENT, governed by measured statistics communicated prior to the effective date of this agreement, is in an unsound financial condition so as to endanger performance hereunder, is in violation of any laws or regulations that renders FIRM unable to perform any aspect of the AGREEMENT, or has violated any of the covenants, agreements or stipulations of this AGREEMENT, the CITY has the right to immediately suspend or terminate this AGREEMENT in whole or in part. The CITY shall, except as otherwise provided herein, notify FIRM in writing of the need to take corrective action and provide a period of time in which to cure. The CITY is not required to allow FIRM an opportunity to cure if it is not feasible as determined solely within the CITY's discretion. Any time allowed for cure shall not diminish or eliminate FIRM's liability for damages or otherwise affect any other remedies available to the CITY. If the CITY allows FIRM an opportunity to cure, the CITY shall notify FIRM in writing of the need to take corrective action. If the corrective action is not taken within ten (10) calendar days or as otherwise specified by the CITY, or if such corrective action is deemed by the CITY to be insufficient, the AGREEMENT may be terminated in whole or in part. The CITY reserves the right to suspend all or part of the AGREEMENT, withhold further payments, pending calculation of any amounts owed FIRM pursuant to Section No. 39 below, or prohibit FIRM from incurring additional obligations of funds during investigation of the alleged compliance breach, pending corrective action by FIRM, if allowed, or pending a decision by the CITY to terminate the AGREEMENT in whole or in part. In the event of termination for cause, FIRM shall be liable for all damages as authorized by law, including but not limited to, any cost difference between the original AGREEMENT and the replacement or cover AGREEMENT and all administrative costs directly related to the replacement AGREEMENT, e.g., cost of administering the competitive solicitation process, mailing, advertising and other associated staff time. The rights and remedies of the CITY provided for in this section shall not be exclusive and are in addition to any other rights and remedies provided by law. If it is determined that FIRM: (1) was not in default or material breach, or (2) failure to perform was outside of FIRM's control, fault or negligence, the termination shall be deemed to be a "Termination for Convenience." SECTION NO.39: TERMINATION PROCEDURES In addition to the procedures set forth below, if the CITY terminates this AGREEMENT, FIRM shall follow any procedures specified in the termination notice. Upon termination of this AGREEMENT and in addition to any other rights provided in this AGREEMENT, the CITY may require FIRM to deliver to the CITY any property specifically produced or acquired for the performance of any part of this AGREEMENT. If the termination is for convenience, the CITY shall pay to FIRM an agreed upon price, if separately stated, for properly authorized and completed work and services rendered or goods delivered to and accepted by the CITY prior to the effective date of AGREEMENT termination, Page 18 of 38 22-231.00 in the amount agreed upon by FIRM and the CITY for (i) completed work and services and/or equipment or supplies provided for which no separate price is stated, (ii) partially completed work and services and/or equipment or supplies provided which are accepted by the CITY, (iii) other work, services and/or equipment or supplies and services which are accepted by the CITY, and (iv) necessary for the protection and preservation of property. Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of this AGREEMENT. If the termination is for cause, the CITY shall determine the extent of the liability of the CITY. The CITY shall have no other obligation to FIRM for termination. The CITY may withhold from any amounts due to FIRM such sum as the CITY determines to be necessary to protect the CITY against potential loss or liability. The rights and remedies of the CITY provided in this AGREEMENT shall not be exclusive and are in addition to any other rights and remedies provided by law. After receipt of a notice of termination, and except as otherwise directed by the CITY in writing, FIRM shall: A. Stop work under the AGREEMENT on the date, and to the extent specified, in the notice; B. Place no further orders or sub -contracts for materials, services, supplies, equipment and/or facilities in relation to this AGREEMENT except as may be necessary for completion of such portion of the work under the AGREEMENT as is not terminated; C. Assign to the CITY, in the manner, at the tunes, and to the extent directed by the CITY, all of the rights, title, and interest of FIRM under the orders and sub -contracts so terminated, in which instance the CITY has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and sub -contracts; D. Settle all outstanding liabilities and all claims arising out of such termination of orders and sub -contracts, with the approval or ratification of the CITY to the extent the CITY may require, which approval or ratification shall be final for all the purposes of this clause; E. Complete performance of such part of the work not having been completed may be completed by the CITY, or its assigns, at CITY's discretion, in compliance with all contractual requirements. Further, CITY may, at its discretion, allow for FIRM to complete any parts or portions of the agreement not terminated by CITY to be completed by FIRM; and F. Take such action as may be necessary, or as the CITY may require, for the protection and preservation of the property related to this AGREEMENT which is in the possession of FIRM and in which the CITY has or may acquire an interest. SECTION NO.40: WAIVER No conditions or provisions to this AGREEMENT may be waived unless approved in advance in writing. Either PARTY's failure to insist upon strict performance of any provision of the AGREEMENT or to exercise any right based upon a breach thereof, or the acceptance of any performance during such breach, shall not constitute a waiver of any right under this AGREEMENT. SECTION NO.41: UTILIZATION OF MINORITY AND WOMEN BUSINESS ENTERPRISES (MWBE) Page 19 of 38 22-231.00 FIRM is encouraged to utilize business firms that are certified as minority -owned and/or women - owned in carrying out the purposes of this AGREEMENT. FIRM may set utilization standards, based upon local conditions or may utilize the state of Washington MWBE goals, as identified in the Washington Administrative Code (WAC) 326-30-041. SECTION NO.42: INSURANCE FIRM shall fwnish and maintain all insurance as required herein and comply with all limits, terms and conditions stipulated therein, at their expense, for the duration of the AGREEMENT. The following is a list of the required AGREEMENT coverage requirements: GENERAL LIABILITY INSURANCE: FIRM shall have Commercial General Liability with limits of $1,000,000.00 per occurrence, which includes general aggregate, products, completed operation(s), personal injury and fire damage. AUTOMOBILE LIABILITY INSURANCE with a combined single limit, or the equivalent of not less than $1,000,000.00 each accident for bodily injury and property damage, including coverage for owned, hired and non -owned vehicles. ADDITIONAL INSURED ENDORSEMENT: General Liability Insurance shall provide that the CITY OF SPOKANE VALLEY, it's officers, agents and employees, and any other entity specifically required by the provisions of this AGREEMENT will be specifically named as additional insured(s) for all coverage provided by this policy of insurance and shall be fully and completely protected by this policy from all claims. Language such as the following should be used "the City of Spokane Valley, Its Officers, Agents and Employees Are Named As An Additional Insured As Respects To AGREEMENT BETWEEN CITY OF SPOKANE VALLEY AND FIRM, IN CONJUNCTION WITH THE AMERICAN RESCUE PLAN, CORONAVIRUS STATE AND LOCAL FISCAL RECOVERY FUND AWARD". WORKERS COMPENSATION: If FIRM has employees, it shall show proof of Worker's Compensation coverage effective in Washington State by providing its State Industrial Account Identification Number. Provision of this number will be FIRM's assurance that coverage is in effect. PROFESSIONAL LIABILITY INSURANCE: FIRM shall provide errors & omissions coverage in the form of Professional liability insurance coverage in the minimum amount of $1,000,000.00. Any exclusion to FIRM's insurance policies that may restrict coverage required in the AGREEMENT's insurance requirements must be pre -approved by the City of Spokane Valley Risk Management Department. FIRNI's insurer shall have a minimum A.M. Best's rating of A- VII and shall be authorized to do business in the State of Washington. Evidence of such insurance shall consist of a completed copy of the certificate of insurance, signed by the insurance agent for FIRM and either the additional insured policy language or a copy of any required endorsement(s) and returned to the CITY'sRisk Manager. The insurance policy or policies will not be canceled, materially changed or altered without forty-five (45) days prior notice submitted to the CITY. The policy shall be endorsed and the certificate shall reflect that the CITY is named as an additional insured on FIRM's general liability policy with respect to activities under the AGREEMENT. The policy shall provide and the certificate shall reflect that the insurance afforded applies separately Page 20 of 38 22-231.00 to each insured against whom claim is made or suit is brought except with respect to the limits of the company's liability. The policy shall be endorsed and the certificate shall reflect that the insurance afforded therein shall be primary insurance and any insurance or self-insurance carried by the CITY shall be excess and not contributory insurance to that provided by FIRM. Failure of FIRM to fully comply with the insurance requirements set forth herein, during the term of the AGREEMENT, shall be considered a material breach of contract and cause for immediate termination of the AGREEMENT at the CITY's discretion. Providing coverage in the above amounts shall not be construed to relieve FIRM from liability in excess of such amounts. SECTION NO.43: MONITORING The CITY will monitor the activities of FIRM from the award date to closeout. The goal of the monitoring activities will be to ensure that FIRM, as an agency receiving federal pass -through funds, is in compliance with the federal grant award requirements as well as federal/state audit requirements. To document compliance with the 2 CFR Part 200 Subpart F requirements, FIRM shall complete and return to the CITY the attached Audit Certification Form which is incorporated herein and made part of this AGREEMENT. The Audit Certification Form shall be signed each fiscal year thereafter until the completion of this AGREEMENT. Monitoring activities performed by the CITY may include, but are not limited to: a. Review of financial and performance reports; and b. Review of reimbursement requests and supporting documentation, including time sheets, as well as, time and effort certifications to ensure compliance with federal rules and regulations. FIRM is required to pass on this monitoring language in all subcontract awards and to perform all monitoring activities regarding any sub -recipient. SECTION NO.44: NON -SOLICITATION AGREEMENT A. Each Party understands that the other Party's individual employees are some of the most valuable assets within their organization, responsible for the creative forces behind each Parry's advancements in technology and business development. Recognizing the value each Party places on its individual employees and each Parry's interest in retaining its employees, it is agreed that during the term of this AGREEMENT, neither Party shall, directly or indirectly, induce or try to induce any employee of the other Party to leave the employment of the other Party or that of any of its subsidiaries or affiliates to work for another person or company that does or may be expected to compete with the non -soliciting Party or any of its subsidiaries or affiliates. SECTION NO.45: EXCUSABLE DELAYS FIRM shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond FIRM's control and without its fault or negligence. Such Page 21 of 38 22-231.00 causes may include, but are not limited to: acts of God; the CITY's omissive and commissive failures; natural or public health emergencies; labor disputes; freight embargoes; and severe weather conditions. SECTION NO.46: ANTI -KICKBACK A. No officer or employee of the 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 be granted a present or future gift, favor, service, or other thing of value from or to any person involved in this AGREEMENT. B. FIRM warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for FIRM to solicit or secure this AGREEMENT and that it has not paid or agreed to pay any person, company, corporation, individual, or Firm, other than a bona fide employee working solely for FIRM any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this AGREEMENT. SECTION NO.46: PRECEDENCE Contract Documents: The Contract Documents consist of this agreement and the other documents listed below and all modifications and modifications issued subsequent thereto. These form a contract and all are as fully a part of the contract as if attached to this agreement or repeated herein. In the event of any inconsistency between the provisions of this Agreement and the documents listed below, the provisions of this Agreement will control and the order of precedence will be in the order listed. An enumeration of the contract documents is set forth below: 1. Modifications; and 2. This Agreement and its exhibits/attachments; and 3. The Spokane County Request For Proposals RFP P12850; and 4. Response to the Request for Proposals dated April 6, 2022. Page 22 of 38 22-231.00 EXHIBIT A STATEMENT OF WORK On May 3rd, 2021 the Spokane Board of County Commissioners approved up to a $5,000,000.00 allocation for Addressing Educational Disparities: Academic, Social, and Emotional Services (2.25) Eligible (EC) Category from the ARP/SLFRF funding. That allocation resulted in Spokane County releasing RFP P12850 on March 30, 2022. The Innovia Foundation (Firm) responded to RFP No. P12850 and was selected by the scoring committee and then confirmed by the Spokane Board of County Commissioners as the successful bidder. The funding allocated to the Firm will be used for eligible costs identified in section 602(b) and 603(b) of the Social Security Act, as added by section 9901 of the American Rescue Plan Act ("ARP Act"). The original agreement between Spokane County (County) and the Firm contemplated that "the undersigned [Firm] agree[d] to sell additional items or provide the same service at the bid price, terms and conditions to the County as well as other public agencies with whom the County has entered into Interlocal Purchase Agreements pursuant to RCW 39.34." Pursuant to chapter 39.34 RCW, the City of Spokane Valley (City) and the County have entered into such an agreement. The Firm, in responding to RFP P12850, included potential involvement between the Firm, and other local jurisdictions including the City. The City would provide funding for the Firm to complete the scope of work encompassed in the County and Firm's agreement, limiting the use of the funds and focus on the outcomes to the geographic boundary of the City of Spokane Valley as described herein. For the Economic Impacts Addressing Educational Disparities — Academic, Emotional, and Social Services (2.25) EC, the City of Spokane Valley seeks to utilize ARP funding for investment into systematic enhancements that enhances the resiliency, stability, and life readiness of students in disproportionally impacted communities through proven, evidence -based intervention programming for wrap -around services with educational enhancement tied to performance outcomes. The FIRM shall provide an Implementation Plan that includes deliverable items as set forth below: 1. Creation of an Asset Inventory indicating the (1) current state of necessary wrap -around services and (2) future goals for service improvements by focus area. Focus area(s) shall be contained within the City of Spokane Valley and may include School Districts, Individual Title 1 Distinguished School, or another qualified defined service area. 2. Creation of an enhanced delivery model to current state wrap -around supports and/or programming structure(s) of privately and publicly funded providers for students and their families. This may include, but is not limited to: a) Memorandums of Understanding for public -private partnerships; b) Outcome -based metrics in funding contracts; c) Additional support staff accessibility to students both during school hours and after hours with availability for home access needs; d) Gap funding assessment and potential alternative fund sources when current public or Page 23 of 38 22-231.00 private funding does not meet immediate household needs; e) Documentation of student achievement improvements with (1) baseline and (2) semester updates (including summer). Student achievement measures which include attendance rate, racial and ethnic composite (served and total), socio-economic composite (served and total), graduation rates, graduating senior post -secondary education (2 or 4 year) and/or vocational training commitment and attainment, increase of local workforce development base and percentage of students expected to remain in the City of Spokane Valley for employment after high school graduation. Additional impact metrics may be established and included. 3. Financial Proforma/Statements of full ARP funding duration or 5 years, whichever is longer. Proforma/Statements shall include all anticipated revenue sources including grants and matching funds from public entities, private contributions, and foundations. A full financial budget for each year funding is received, beginning with Year 1 and revenue and expense reports every quarter. Reimbursements will be based on an annual budget AND outcome metrics for payment based on the FIRM RFP Response Attachment G (reference in this contract Budget). 4. Documentation of short-term and long-term community engagement strategies and communication, involved groups, oversight and accountability communities and shared resources to achieve intended outcomes. 5. Creation and deployment of Public Facing Dashboard website for resource information and outcome information. The authorized Project is the "Spokane Valley Approved Scope of Work Plan" attached to this Exhibit A as Attachment A-1. The Spokane Valley Approved Scope of Work Plan is encompassed by the FIRM's RFP Response Attachment F to the agreement between the County and the Firm, but is revised to reflect the limit of the work funded by the City of Spokane Valley to the geographical boundary of the City of Spokane Valley. Note: No major capital or building rehabilitation components are eligible in this award. Page 24 of 38 22-231.00 ATTACHMENT A-1— Spokane Valley Approved Scope of Work Plan 1. LaunchNW's Scope of Work will include the creation of an asset inventory and asset map, detailing the (1) availability of community -based wraparound services, (2) capacity for existing services to expand/scale, and (3) gaps in service or capacity to address educational disparities in the City of Spokane Valley (CITY). Building on research and exploration already done by Innovia and Community Catalyst Partners (CCP), current assets will be mapped to determine their impact on student and family resiliency, stability and readiness, using an established educational benchmark pathway, as seen here: 2. This asset inventory process will involve the SCLC engaging with community leaders to create a list of trusted community -based organizations and database of key leaders within those circles, along with trusted voices to provide context for data identifying areas of need. (Evaluation criteria 3abc) Upon identification of gaps in wraparound service expertise or capacity, the SCLC will solicit RFP's as needed and/or develop MOU's for partnership with existing providers, including potential public -private partnerships, to address specific, measurable target outcomes for student achievement. An example MOU has been included in this RFP response as Addenda A. The Scope of Work will include the deployment of additional support staff in the form of Family Engagement Coordinators, who work holistically with families to navigate systems which are often disjointed and cumbersome. Coordinators meet with families and students in need to determine short- and long-term needs, acting as personal concierges to connect them with available resources. LaunchNW will work with existing partners whenever possible. One local example is Communities in Schools, which has existing infrastructure that could be scaled to support a larger number of children and families. (Evaluation criteria 3abc) Page 25 of 38 22-231.00 The SCLC will also establish a public -facing data dashboard for students and families to access resources and monitor progress. This dashboard will provide robust reporting capabilities for the initiative, documenting performance outcomes for the CITY, school districts, Title 1 schools and disproportionately impacted communities. These outcomes will directly reflect established outcomes, beginning with kindergarten readiness and finishing with job attainment and productive citizenship. (Evaluation criteria 4abc) The LaunchNW data dashboard will use successful examples from other communities as a tem late. Example dashboard interfaces include: im 0, 'a A Hnhn ,� PROGRAMS Hell)-Nrl PRnVIOIRS 11ASIIRNAND [.1 Rt.PORTi A11Ir11H STACYKANE DOCUMEWuPLOAD .PRINT THIS PAGE MY TASKS VIEW ALL x - Student ID:0123456789 = DOB: 10/29/2007 Gender: Female ,� I Nrx Da•.huxA , n Race: White Ethnicity: Hispanll 1 / Y. Case Management Group: Lauta Brown, Lincoln Doha"y, Samuel Lincoln (Me) Mane TIMtLINE - -- TIMELINE � Illn4le rn.-prund�l.-.1 � al xu.um rm neMpnm PROFII F 1—drd p.nrabr. on', ,!� Rcnen ln4•: ut :mtr GROWTH PLAN s \W/mrvnMt. TNR011101111 ASSESSMLNIS SURVEY RFSPONSFS DOCUMENTS PROFILE Grade level: 11 School: 031W Hutchinson Status: Enrolled Shul-1 Cr t,al Te,I iral Home Phon, 71/ 4001000 COL 111 400 W00 EmaR: e1.rc y kanr•ary+mail rmn Address. 1f1 Suallord Rd (example dashboard interface — examples continued on next page) Full samples of data reporting via the dashboard are available upon request. Page 26 of 38 22-231.00 (� Y.•d'. it t" stud. nt '. pu:++5:J" s (y 7 * XUHI M1ArIGPA411 � \IUU l\ r MIY/IU4P5 ��I Ik WFUAPII Fl PIF.XII. �n •..,'f! p �•'1••.V MY TASKS VIEW ALE X �� RED FLAG ALERTS IBB) VRWALL INDICATOR VIEW BY STUDENT VIEW ALL r„on+.r Lt.rMn{(27) i I Nuuplonitq 1 I BAh. i.,0pgl ! ( N..hh.m(7) i 57ACY KANE (01224114719) smus:..; :1 r.:. rrvX survey p+.r nl!1I1101n. 10,Ir A.. ScMId UIIA`.Inl•n.A ni•NNI: n.A t••- yy AW rl.{ Af.4.l. y� Igvl.le nr p.v.Atr. NX Ilrt Ix AMlhsl 5l,slnrl'l. wnle.na ahwX,h Alnu,raw brl ai:w4lNAi lnlydt.enlh U .,urn lq .wdy,m e,..r.n:t:r.r bxxrdnlgP.:.lrr'. .41,e,nr.X,nnq M,+py lX prl Jq,y nsl, Ullnr, AJ,a:wn.Fy. Ilr pxrrrA xnY..lnllh.l llx AP M RR ll IX• iN 40 41 15 1! rir.l.l nnM r•nrrwf/.Nmn[IrYI ll•a. •�, IJ.p1U id Il.ew Irl.rvnn ,.•••.a h0u+uuA [ummpM4 w.. Mrntn r.� , el H..11 (Ur/1'nlril x n m.n' N.,.1 w.nl. !:I r.w mis ploblrm VIEW BY INDICATOR VIFW AIL nvrnhrr� VO//lalNll+. us�Nl,F.. IA«I Pd.nn 1 PFPpeNrylhN lhrend NOTIFICATIONS VICWAtt wa ABDUL MONAMMAD (9{76513210) fLNw'Cl GSFD NIN1l/AIIN.IA.IS INnI Sunry O.Ir ulll ll!Illx 111 ns >... SrhpP11XN'.IIJrm.+l •InA Vhc Mdfl.{M.4sn r, , IULrn .x. 1. yxl.nr.l Inr lv:.�.I.nUv.!n1II.n.A.•.se xrM..l hc. hr!-1 •..In !hr l,Jtrro.0 lrvNlx.nnlln+•...:,:.e .I I1 11 N It x. I! IX .1 1'. Fu11FxuF 1.//.+U n:.11l••rM.•LA.I.rn:• If•.rJll+n p.able.n CALENDAR EVENTS VIEW A (k I•, 1. I:n Ah Ni lil:l,i,.. 1' * 11.. _t. n�j WUr XT[I♦ ♦IIIIN NI'. �: YfiUY.Ul X•. I U�sNU•".:.. ` XI I`r lXl+ hU411Y GFNDER RA(F I E7NNICITY MY TASKS VAWMI Y ....... .,., L.A. Iw J'oxl., J' Lx. N..I t4.1•rA. ■ Iw.l .Urb.J. R nn'U •� U, dn. X.ryxn...kr u.l ul . .. n.lx �rAr••n l.•. n..lr Minx .. I ,U Asr. BIJ,M I.lu'. 1•J�ih. 'fllxi xA'J kr IbrrlM,l IM L.I I+Iwnd•., G9AUF n.l. •J .dl Page 27 of 38 DISCIpt INE 1 ...,, .n•.r.I :J l......... r.n. 22-231.00 Scope of Work — Sample Scenario #1 Community -based Outcome Goal: Increase the number of children entering kindergarten ready to learn by 5% a year over the next 5 years as measured by the WAKids assessment. Hypothetical scenario: A single mother lives in the CITY with her four -year -old son. She is living with family in a one -bedroom apartment. She is looking for housing and a job. Her four- year -old son has been to informal childcare offered by family members. Response: In this instance, LaunchNW has funded positions called Family Engagement Coordinators (FEC) that work out of neighborhood schools. • Mom is referred by a local food bank to an FEC for assistance. • The FEC meets with mom and son to determine needs. • During the first visit, the FEC delivers high interest children's books and academic games. Before leaving the meeting, FEC works with the parent, providing simple ways for the mom to read with her son and simple, short games. • A formal needs assessment is completed and a plan of action is enacted. • Immediate needs are taken care of: o Food is delivered to the family from the food bank. This food is easy to prepare and supplied based on the food bank's expertise. o Clothing and laundry services are provided by the resource center at their neighborhood school. • An action plan for this family may also include the following: o Family receives housing from Pope Frances Haven/Catholic Family Charities as soon as an apartment opens. o Bus passes for the family are provided. o Mom is assigned a mentor from Communities in Schools - Prime Time Mentor Program. o An appointment is scheduled at Work Source to help mom "skill up" for available local jobs. o Mom is connected and made aware of the services of Vanessa Behan Crisis Nursery. She is given a number to call if transportation is needed in an emergency. o Mom attends parenting classes at the Student and Family Engagement Center along with her mentor. o Son is enrolled in Central Valley Early Learning Center. o Family attends cooking/nutrition lessons at Student and Family Engagement Center sponsored by WSU Food Sense. o Childcare services are provided at Student and Family Engagement Center for all programs. o The family engagement coordinator helps mom navigate kindergarten registration and connects the family to their attendance area school. o Mentor and FEC begin family goal -setting built on mom's hopes and aspirations for her son. The Promise Scholarship is discussed and staff from the College Success Foundation outline how funding for post -secondary education is attainable. • Projected results: o Mom and son feel a sense of belonging in the community. Mom is gainfully employed as she has earned Microsoft Suite Accreditation and is working for a local manufacturer. Her son will enter kindergarten on par with his classmates and, although he will continue to need supports, he is off to a strong start. This sense of belonging that is created empowers this family to continue when the going gets rough. o There is no doubt that we will experience failures, but as momentum builds, we break generational barriers to successful post -secondary pursuit. Page 28 of 38 22-231.00 Scope of Work — Sample Scenario #2 Community -based Outcome Goal: Increase the number of graduating seniors entering post- secondary programs in the Fall after graduating by 10% per year over the next 5 years. Hypothetical scenario: Sarah is a high school junior contemplating her future. She would be the first person ever in her family to attend college. In middle school, a tour of a local hospital shaped her desire to pursue a nursing degree, but the pandemic now has caused her to question that path. Her parents worked before the pandemic, but at its onset, her mother stayed home to care for Sarah's younger siblings because child care was unavailable. Sarah is worried that attending college will put extra stress on her family creating even more uncertainty about the future. Response: In partnership with the College Success Foundation, GSI and local businesses, LaunchNW has created a community campaign to bring awareness of the importance of completing the Free Application for Federal Student Aid (FAFSA) and Washington Application for State Financial Aid (WASFA) for all students, regardless of post -secondary pathway of choice. • Immediate questions are answered and Sarah is supported in exploration of her career goals: o Sarah may not qualify for full Pell Grant status and will need support to cover the full cost. When she meets with her school counselor, they talk about the Promise Scholarship offered by LaunchNW and begin to create a clearer financial plan to pay for college. o LaunchNW has provided seed money to bring to scale a program developed locally called Slingshot. Slingshot helps students identify their aspirations and career goals. By taking advantage of this opportunity, Sarah reaffirms her desire to pursue a nursing degree. o Later, Sarah attends a site visit hosted by Providence Health & Services and GSI at a local hospital. Sarah learns about opportunities to work as a surgical technician while having college paid. LaunchNW has worked with local school districts to provide transportation grants in an effort to remove transportation as a barrier to attendance. • The student is provided a clear path to reach her goals while minimizing financial or familial stress: o Sarah is assigned a LaunchNW Mentor who has volunteered to work with high school seniors as they transition to college or career. They meet monthly during lunch to provide Sarah better perspective and information. Sarah decides to go to community college first. o Near the end of her senior year, Sarah is connected with a LaunchNW College Navigator who works with her and her family to plan the transition from high school to college, including registration paperwork preparation and life skill coaching. They schedule another meeting for the first semester of college. o Sarah receives a Federal Pell Grant and sizable scholarship from LaunchNW. During her collegiate advancement, LaunchNW monitors her progress through an MOU with the college(s). Sarah is held academically accountable under the terms of her scholarship. o Sarah's LaunchNW Mentor continues to meet with her regularly during her first year at college to assist the transition. This continued resource strengthens Sarah's "bridge" during a stressful time, encouraging success. Projected results: • Sarah is on track to graduate from community college on time with qualifications to transfer to a four-year university to pursue a nursing degree. • After transferring to a local university, she continues to have LaunchNW Navigator support in case of unexpected hurdles. She feels empowered and supported to reach her goals, even signing up to be a LaunchNW Mentor for upcoming high school students after she graduates and gets her first job, working near her childhood home in the CITY. Page 29 of 38 22-231.00 EXHIBIT B BUDGET DETAIL The below budget is approved per the Firm's RFP Response Attachment G. Although the budget submitted to Spokane County RFP 12850 identifies $2,000,000 from the City of Spokane Valley, the City of Spokane Valley is only awarding $1,000,000 pursuant to this Agreement. Addition to Required Attachments section as new sentence at the end of the paragraph. "Outcome metrics will be provided by the FIRM via access to aggregate data publicly available on the LaunchNW Data Dashboard." ipokane County ARP Ddher Public Funds (na: ,onnry ARP Regaesl* amount) -Must be it 1' 1J iA,ST rgnnl to Spokane $9,530,000 Other Foundation Funds (named and amount) Muv be A Spokane Gnnly ARP Regnesl Private Funds egr7vl to TOTAL AMOUNT $5,320,000 $1,900,000 $21,750,000 Required Attachment- Financial Proforma/Statements, Annual Budget, Quarterly AClu:d Balance Shcet ul Budget and outcome menirs will be requiremcnr for Payment reirnbursernmr. Baseline metrics will be accepred until the cumplerion ofYt:ar 1. Rcfb7ruac Stftic and Load Fiscal Recovery Funds Program (511-AF) reporting ourconles )oils //wwa pcwtrusts art /cn/resrlrch and •mall'sic/data vivuaGzauous/2015/tuwlts-tilst-cicarint,huuse-databavc Upuu unitractiuu finalization, if no funds arc allocated front the Ci(y of Spokane, Spokane Comely may choose to direct funding only to areas outside thu City of Spuk•,Inc limits. This follows standards hascd tin TRAP and RRA Guidelines. ATTACHMENT G (continued) - Profurina Budget 1PRIVILEGEO AND CONFIDENTIALI year 0 Yea 1 Yeer 2 Year 3 Year 4 Year S Total 2022 1023 2024 2015 24:126 2017 Notes ARP Spokane County 5 1.000,000 5 1.000,0DO 5 1,000,000 5 1,000,000 5 1,000,000 5 5,0D0. UU Rntrkled Use to Geupiphkat Boundary. Must be used by end of 2026 ARP City of Spokane 5 1,000,0DO $ 1,000,000 S 1,D00,000 5 1,000,OGO $ 1,000,000 $ 5,000,000 Resb[cted Use 1. Geegraphlel noonday. Fun be ned by and of 2026 ARP City a! Spokane Valley $ 400,000 $ 400,000 $ 400,000 $ 400,000 5 40D,000 $ 2,01W.OW Ras Weed Use to G6ognPhkal Bounda'y Mort be used by end of 2026 Federal Congreulo-11W Directed Funds $ 2,500,000 $ 2,500,000 Conikmed. One Tkee Ahocation. Malgr ated rot wrN Implemenn0an. ESSR Spokane Public Schools $ 10,ODO $ 10,DDO $ 10,000 5 30,000 Restdned Use to Geographical Boundary. Mud be used by end of Me 01her Foundation, $ 1,000,000 51,000,000 $ 11000,000 111.01101000 S 1,000A00 $ S,OD0,000 Gates Foundation, Alkertsons Foundation, glue Goss Pdaate Donce, S 100.000 S 100,000 Re,I&W We to GeOgn;,Wl Boundary 110) $ 19,63(tow aubidiel Other Gram(new or re-adaponwidna) 5 20.000 S I0,000 $ 20.000 5 20=11 $ 20,000 S 20,000 9 120,000 May 1— uw,..[r:cum. Business Ctaaributip 5 300,000 $ 300,000 5 300,000 00 $ 3,000 5 300,000 $ 300,000 $ 1,800,00D Budgeted Operating Reserves $ 200,000 5 - $ 5 $ $ - 5 200,000 kni,03 fawdalion -of 55001, coninbulcd to date S 2,120.000 mblowl S I1,7g0A00 AN Reeenw Year 0-5 LounchNW ED, Lnmmunlcatbns and 01,M Admen S 6S5,000 $ 1 015,r100 5 1,37S,000 S 1 69S,OM1 S 1,495,OOD $ 1,4115,000 5 7,530,000 Technical 5 500,000 S 300,000 5 300.0G0 5 I50,0DO 5 250,000 5 250,000 S 1.B50,000 5cholanhv modeling. Impkmenutipn consul inl. data deshli mul Grant Mgt S 60,000 S 60,000 $ 60AOD S 60,000 S 120,000 $ 110.000 $ 480,D00 Irmo". Admin Overhead $ 75,000 $ 73,000 S 75,000 5 120,000 5 120,000 $ 110,000 S SgS.000 Communny, Supports pilot Supports Integration S 250,000 S S00,000 S 1,000.0()0 S 2,000.000 5 2.000A 0 5 2,000,000 $ 7,750,DDO S 1,S40.000 S 1,950,000 S 2,1110,D00 $ 3,92S.001) S 399SAW S 3.9AS,000 S 18,195,0al ,, bl-'f NOTE. $ISO million will be rained separately I— private donors, loosen,>ses and philanth-Ey partner: Im the Piumi,e khulnrship. 22-231.00 A reimbursement request will be accepted for reimbursement monthly with an accompanying (1) Annual Budget (2) Quarterly Revenue and Expense Actuals and, if applicable, outcome metrics for project component items. Project Component shall follow the below thresholds. 1.Innovia LaunchNW Personnel Costs(Excluding Implementation) 10% max 2.1nnovia Administrative Costs 6% max 3.Technical Costs for Program Implementation* 12% max 4.Direct Enhancements to Wrap Around Community Su orts/Pro rammin /Im lementation* 72% (See Exhibit B1 for expanded budget) *Shall identify the amount of the total funds that are allocated to evidence -based interventions and where the project primarily serves disproportionately impacted communities. Additionally, any budgeted funds not spent on Innovia LaunchNW Personnel Costs or Innovia Administrative Costs can be utilized as Direct Enhancements to Wrap Around Community Supports/Programming (Budget Component #4), so as long as total funds expended do not exceed the total budgeted amount. However, any budgeted funds not spent on Direct Enhancements to Wrap Around Community Supports/Programming/Implementation shall not be used in any other budget component categories. The below format will be required for reimbursements to the project. Item Total In order to be eligible for reimbursement all expenses shall be submitted with supporting documentation. Payroll Expenses shall be accompanied by a Time and Effort Certification and a timesheet signed by the employee and supervisor. Note: No major capital or building rehabilitation components are eligible in this award. Page 31 of 38 22-231.00 EXHIBIT C FFATA FORM Subrecipient Agency: Grant and Year: Agreement Number: Completed by: Nance TiNe Tele horse Date Completed: STEP 1 Is your grant agreement less than $25,000.00? YES STOP, no further analysis needed, GO to Step 6 NOr r GO to Step 2 STEP 2 In your preceding fiscal year, did your organization receive 80% or more of its annual gross revenues from federal funding? YES GO to STEP 3 NO 1- STOP, no further analysis needed, GO to Step 6 STEP 3 In your preceding fiscal year, did your organization receive $25,000,000.00 or more in federal funding? YES I GO to STEP 4 NO l- STOP, no further analysis needed, GO to Step 6 STEP 4 Does the public have access to information about the total compensation* of senior executives in our p y organization? YES I� STOP, no further analysis needed, GO to step 6 NO r- GO to STEP 5 STEP 5 Name: Executive #1 Total Compensation amount: $ Name: Executive #2 Total Compensation amount: $ Executive #3 Name: Total Compensation amount: $ Name: Executive #4 Total Compensation amount: $ Name: Executive #5 Total Compensation amount: $ STEP 6 If your organization does not meet these criteria, specifically identify below each criteria that is not met for your organization: For Example: "Our organization received less than $25,000." Signature: * Total compensation refers to: • Salary and bonuses • Awards of stock, stock options, and stock appreciation rights Date: • Other compensation including, but not limited to, severance and termination payments • Life insurance value paid on behalf of the employee Additional Resources: http://www.whitehouse.gov/omb/open http://www.hrsa.2ov/izrants/ffata.htmi http://www.gpo. oe v/fdsys/pke./FR-2010-09-14/pdf/2010-22705.12df http://www.grants.gov/ Page 32 of 38 22-231.00 EXHIBIT D 2 CFR Part 200 Subpart F Audit Certification Form Audits of States, Local Governments, Indian Tribes and Non -Profit Orizanizations Contact Information Subrecipient Name: TAIA 0 i (j�, 6uwy� ]� Uyl Authorized Chief Financial Officer: L-Di-e ( Address: 9196 W , 0_1'✓t1SI k Ave . JLV-, (.05 0 S o"-,lei �Jp' °tri)�'o I Email Ip,)x�(aft Innpv, t . dt Phone #: ( Purpose: As a pass -through entity of fecill grant funds, the City of Spokane Valley (CITY) is required by 2 CFR Part 200 Subpart F to monitor activities of subrecipients to ensure federal awards are used for authorized purposes and verify that subrecipients expending $750,000.00 or more in federal awards during their fiscal year have met the 2 CFR Part 200 Subpart F Audit Requirements. Your entity is a subrecipient subject to such monitoring by the CITY because it is a non-federal entity that expends federal grant funds received from the CITY as a pass -through entity to carry out a federal program. 2 CFR Part 200 Subpart F should be consulted when completing this form. Directions: As required by 2 CFR Part 200 Subpart F, non-federal entities that expend $750,000.00 in federal awards in a fiscal year shall have a single or program -specific audit conducted for that year. If your entity is not subject to these requirements, you must complete Section A of this form. If your entity is subject to these requirements, you must complete Section B of this form. When completed, you must sign, date and return this form with your grant agreement and every fiscal year thereafter until the grant agreement is closed. Failure to return this completed Audit Certification Form may result in delay of grant agreement processing, withholding of federal awards or disallowance of costs and suspension or termination of federal awards. SECTION A: Entities NOT subiect to the audit requirements of 2 CFR Part 200 Subpart F Our entity is not subject to the requirements of 2 CFR Part 200 Subpart F because (check all that apply): ❑ We did not expend $750,000.00 or more of total federal awards during the fiscal year. ❑ We are a for -profit agency. ❑ We are exempt for other reasons (describe): However, by signing below, I agree that we are still subject to the audit requirements, laws and regulations governing the program(s) in which we participate, that we are required to maintain records of federal funding and to provide access to such records by federal and state agencies and their designees, and that the CITY may request and be provided access to additional information and/or documentation to ensure proper stewardship of federal funds. SECTION B: Entities that ARE subiect to the requirements of 2 CFR Part 200 Subpart F (Complete the information below and check the appropriate box ® We completed our last 2 CFR Part 200 Subpart F Audit on [enter date]I2 ?, b2..1 for Fiscal Year ending [enter date b U 1]. There were no findings related to federal awards from the CITY. No follow-up action is required by the CITY as the pass -through entity. A complete copy of the audit report, which includes exceptions, corrective action plan and management response, is either provided electronically to the CITY Finance Department, is enclosed or is available online at: htt ://www: oV f 44 ❑ We completed our last 2 CFR Part 200 Subpart F Audit on [enter date] for Fiscal Year efibing [enter date] There were findings related to federal awards. A complete copy of the audit report, which includes exceptions, corrective action plan and management response, is either provided electronically to the CITY Finance Department, is enclosed or is available online at: htto://www: ❑ Our completed 2 CFR Part 200 Subpart F Audit will be available on [enter date] for Fiscal Year ending [enter date] We will forward a copy of the audit report to the CITY Finance Department at that time or provide the state auditor report number: I hereby certify that I am an individual authorized by the above identified entity to complete this form. Further, I certify that the above information is true and correct and all relevant material findings contained in audit report/statement have been disclosed. Additionally, I understand this Form is to be submitted every fiscal year for which this entity is a subrecipient of federal grant funds from the CITY until the grant agreement contract is closed. Signature of Authorized Financial Officia0_z"" o'k ,1 Date:1WI2-tZ3 Print Name & Title: ntk .f a Page 33 of 38 22-231.00 EXHIBIT E - CERTIFICATION FORM Compliance with the Equal Employment Opportunity Plan (EEOP) Requirements Please read carefully the Instructions (see below) and then complete Section A or Section B or Section C, not all three. If recipient completes Section A or C and sub -grants a single award over $500. 000. 00. in addition_ nlPa.cP rnn,n1PtP .QPrtinn n Reci ien"s Name: Address: g 1� e e, OULnt` A 602Z Is agency a; R Direct or ❑ Sub recipient Law Enforcement Agency? ❑Yes t�No DUNS Number: p5 1 �� (o I l0 Vendor Number (only if direct recipient) Name and Title of Contact Person: Telephone Number: _ Zy_V E-Mail A ress: i Section A —Declaration Claiming Complete Exemption from the EEOP equirement Please check all the following boxes that apply. )4.Less than fifty employees. ❑ Indian Tribe ❑ Medical Institution. "onprofit Organization ❑ Educational Institution o Receiving a single award(s) less than $25,000.00. I, Belk L.t n (�I 1 nn [responsible of cia/], certify that _GV) t y 1 Dl. 11 f)j6 t�[ eci0ient is not required 11 prepare an EEOP for the reason(s) checked above, pursuant to 28 CTA § 42.302.I further certify that i of [recipient] will comply with applicable federal civil rights laws that prohibit discrimination in employment and in the delivery of services. - rants i� award over $500, 000.00, in addition, please complete Section D I ► !! �o� Print or pe Name and T t Signature Date Section B—Declaration Claiming Exemption from the EEOP Submission Requirement and Certifying That an EEOP Is on File for Review If a recipient agency has fifty or more employees and is receiving a single award or, subaward, of $25, 000.00 or more, but less than $500,000.00. then the recipient agency does not have to .submit an ESOP to the OCR for review as long as it certifies the following (42 C.F. R § 42.305): I> [responsible official], certify that [recipient], which has fifty or more employees and is receiving a single award of $25,000.00 or more, but less than $500,000.00, has formulated an EEOP in accordance with 28 CFR pt. 42, subpt. E. I further certify that within the last twenty-four months, the proper authority has formulated and signed into effect the EEOP and, as required by applicable federal law, it is available for review by the public, employees, the appropriate state planning agency, and the Office for Civil Rights, Office of Justice Programs, U.S. Department of Justice. The EEOP is on file at the following office: [organization], [address]. Print or Type Name and Title Signature Date Section C—Declaration Stating that an EEOP Short Form Has Been Submitted to the Office for Civil Rights for Review If a recipient agency has fifty or more employees and is receiving a single award, or subaward, of $500,000.00 or more, then the recipient agency must send an ESOP Short Form to the OCR for review. 1, [responsible official], certify that [recipient], which has fifty or more employees and is receiving a single award of $500,000.00 or more, has formulated an EEOP in accordance with 28 CFR pt. 42, subpt. E, and sent it for review on [date] to the Office for Civil Rights, Office of Justice Programs, U.S. Department of Justice. Ifrecipient sub -grants a single award over $500,000.00, in addition, please complete Section D Print or Type Name and Title Signature Date Page 34 of 38 A:h'M 22-231.00 EXHIBIT H DEBARMENT, SUSPENSION, INELIGIBILITY OR VOLUNTARY EXCLUSION CERTIFICATION FORM NAME 1�0 pv a. FMXr)dA.- Dy-) Doing business as (DBA) ADDRESS wo w . Qae(s& Ave S4e - (n5 0 Applicable Procurement or WA Uniform Business Identifier Federal Employer Tax Identification #: S oILQ I wA qou -d I Solicitation #, if any: (UBI) q I - 01}l o6,3 This certification is submitted as part of a request to contract. Instructions For Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transactions READ CAREFULLY BEFORE SIGNING THE CERTIFICATION. Federal regulations require contractors and bidders to sign and abide by the terms of this certification, without modification, in order to participate in certain transactions directly or indirectly involving federal funds. 1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to the department, institution or office to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances. 4. 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 person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is proposed for debarment under the applicable CFR, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under applicable CFR, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the List of Parties Excluded from Federal Procurement and Non -procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business activity. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under applicable CFR, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Covered Transaction The prospective lower tier participant certifies, by submission of this proposal or contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. Where the prospective lower tier participant is unable to certify to any of the statements in this certifi lion, such prospective participant shall attach an explanation to this form. UZTZ_�- Bidder or Contractor Signature: Date: �3 i Print Name and Title: Page 35 of 38 22-231.00 EXHIBIT I REQUEST FOR PROPOSAL (RFP) NUMBER FIRM COPY ON FILE Page 36 of 38 22-231.00 EXHIBIT J FIRM PROPOSAL DATED FIRM COPY ON FILE Page 37 of 38 22-231.00 EXHIBIT B-1 (To Be Attached Upon Finalization) Page 38 of 38 ---I ® A`CIORO CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 11 /29/2022 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 Bell Anderson Agency, Inc. NAME: CONTACT Mike Miller PnHONN Ext : (425) 291-5200 A/C No): (425) 291-5100 E- AIL mikem@bell-anderson.com ADDRESS: 600 SW 39th St., Suite 200 INSURER(S) AFFORDING COVERAGE NAIC Y INSURERA: National Fire Insurance Company Of Hartford 20478 Renton WA 98057 INSURED INSURER B : Founders Professional, LLC 524210 INSURER C : Innovia Foundation INSURER D : dba Foundation Northwest INSURER E : 81 B W Riverside Ave, Suite 650 INSURER F : Spokane WA 99203 rcoTlcrrrAYC Id IMI]cG• CL22112955054 REVISION NUMBER: VVYCf\AV GJ 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. LTR TYPE OF INSURANCE INSD WVD POLICYNUMBER MMIDDlYYYY MMIDD EXP LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE � OCCUR DAMAGE TO RFNTI:U PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 A Y Y 7013683269 10/15/2022 10/15/2023 PERSONAL & ADV INJURY $ 2,000,000 GEN'LAGGREGATE LIMITAPPLIES PER-. X POLICY PRO ❑ LOC JECT GENERALAGGREGATE $ 4,000,000 PRODUCTS - COMP/OPAGG $ 4,000,000 8 OTHER. AUTOMOBILE LIABILITY ECOMe acccdentSINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ ANYAUTO BODILY INJURY (Per accident) $ A OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED X Ix AUTOS ONLY AUTOS ONLY 7013683269 10/15/2022 10/15/2023 PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ AOFFICER/MEMBER WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE EXCLUDED? ❑ (Mandatory in NH) N /A 7013683269-WA Stop Gap 10I15I2022 10/15/2023 PER OTH- STATUTE ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE E 1,000,000 E.L. DISEASE - POLICY LIMIT 2,000,000 $ If yes, describe under DESCRIPTION OF OPERATIONS below g Professional Liability GCT-1219846-01 11/03/2022 11I03I2023 Limit $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is additional insured per the attached endorsement ##SB14693G 1019. Waiver of subrogation per the attached endorsement ##SB14693G 1019. Primary & non-contributory coverage per the attached endorsement ##SB14693G 1019. 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 E. Sprague Ave AUTHORIZED REPRESENTATIVE Spokane Valley WA 99206 & /CuL ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CNA SB 146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary — Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured — Extended Coverage II. Liability Extension Coverages A. Bodily Injury — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability — Damage to Premises F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED — BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 1 of 7 SB 146932G (Ed. 10-19) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Page 2 of 7 Copyright, CNA All Rights Reserved. SB 146932G (Ed. 10-19) Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 3 of 7 SB 146932G (Ed.10-19) i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. J. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through I. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or s organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily injury" or "property damage;" or (b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright, CNA All Rights Reserved. SB 146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury — Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 5 of 7 SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability — Damage To Premises Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: s s(2) temporarily occupied by you with the permission of the owner, or "s (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright, CNA All Rights Reserved. SB 146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury — Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation — Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 7 of 7 ACOR-1 0 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 10/17/2023 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 Bell Anderson Agency, Inc. 600 SW 39th St., Suite 200 Renton WA 98057 CONTACT Mike Miller NAME: PA/CNNo Ell: (425) 291-5200 FAX No): (425) 291-5100 E-MAIL mikem@bell-anderson.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: National Fire Insurance Company Of Hartford 20478 INSURED Innovia Foundation, DBA. Foundation Northwest 818 W Riverside Ave, Suite 650 Spokane WA 99203 INSURER B : United Specialty Insurance Co 12537 INSURER C : INSURER D : INSURER E : INSURER F : CnVFPAn9R CERTIFICATE NUMBER- CL23101759886 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 LTR TypE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF MMIDD POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 1,000,000 CLAIMS -MADE � OCCUR PREMISES Ea occurrence $ MED EXP (Any one person) $ 10,000 A Y Y 7013683269 10/15/2023 10/15/2024 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 PRODUCTS-COMP/OP AGG $POLICY❑PRO 4,000,000 JECT❑LOC $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ A OWNED SCHEDULED 7013683269 10/15/2023 10/15/2024 AUTOS ONLY AUTOS HIRED HNON-OWNED PROPERTY DAMAGE Per accident $ AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DIED I I RETENTION $ $ WORKERS COMPENSATION RTH- PER I X1 ER STATUTE AND EMPLOYERS' LIABILITY v 1 N E.L. EACH ACCIDENT 1,000,000 $ A ANY PROPRIETOR/PARTNER/EXECUTIVE NIA 7013683269 ( WA Stop Gap) 10/15/2023 10/15/2024 E.L. DISEASE - EA EMPLOYEE 1,000,000 $ OFFICEory in NH) EXCLUDED? (Mandatory in NH) E.L. DISEASE - POLICY LIMIT 2,000,000 $ If yes, describe under DESCRIPTION OF OPERATIONS below Each Claim 1,000,000 B Professional Liability Retroactive Date: 11/03/2022 GCT121984602 11/03/2023 11/03/2024 Aggregate 1,000,000 Retention 5,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is additional insured per the attached endorsement #SB14693G 1019. Waiver of subrogation per the attached endorsement #SB14693G 1019. Primary & non-contributory coverage per the attached endorsement #SB14693G 1019. City of Spokane Valley 10210 E. Sprague Ave Spokane Valley WA 99206 �.rNl\I,GLLMI IVI� 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 U 1198E-2015 ACUKU GUKFL)KAI IUN. All rlgnTS reservea. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 1114 SB146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BLISINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Prima — Noncontributory provision 1.1b. Definition of "written contract" 2. Additional Insured — Extended Coverage II. Liability Extension Coverages A. Bodily Injury — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability — Damage to Premises F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED —BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury' or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 1 of 7 SB146932G (Ed. 10-19) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily Injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or r (2) Premises such person or organization owns, maintains or controls while you lease or occupy these "s premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise i� Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. Page S6146932G (10-19) Pa 9 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 3 of 7 SB146932G (Ed. 10-19) I. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. J. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through I. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily injury" or "property damage;" or (b) The offense that caused the "personal and advertising injury'; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; Page S6146932G (10-19) Pa 9 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. 11. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury — Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 5 of 7 SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily Injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability — Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; S. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: s (2) temporarily occupied by you with the permission of the owner, or $ (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you i� or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury— Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation — Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 7 of 7