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22-224.00 ECONorthwest: Multifamily Tax Exemption Program Evaluation
DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C Contract No. 22-224 AGREEMENT FOR SERVICES ECONorthwest THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and ECONorthwest, hereinafter "Consultant," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services, attached as Exhibit A. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services, stop work, and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, slcill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed -upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City -furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant will accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31, 2023, unless the time for performance is extended in writing by the Parties. Agreement for Services (without professional liability coverage) Page 1 of 8 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C Contract No. 22-224 Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant a flat fee of $31,925,00, (which includes Washington State Sales Tax if any is applicable) as full compensation for everything done under this Agreement, as set forth in Exhibit B. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below -stated address. City reserves the right to withhold payment under this Agreement for that portion of the work (if any) which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: Name: Christine Bainbridge, City Cleric Phone: (509) 720-5000 Address: 10210 East Sprague Avenue Spokane Valley, WA 99206 TO THE CONSULTANT: Name: Cindy O'Connell Head of Operations and Finance Phone: 503.200.5076 Address: 222 SW Columbia, Suite 1600 Portland, OR 97201 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs, construction documents, and services shall conform to all federal, state, and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; Agreement for Services (without professional liability coverage) Page 2 of 8 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C Contract No. 22-224 3. Are not presently indicted for or otherwise criminally or civilly charged by a govermnental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (A)(2) of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City, that City is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, drawings, images, or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages described below: 1. Automobile liability insurance covering all owned, non -owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 0001. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with Agreement for Services (without professional liability coverage) Page 3 of 8 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C Contract No. 22-224 respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and $2,000,000 general aggregate. C. Other Insurance Provisions. The Consultant's policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self -insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after- giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from the City. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify, and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever Agreement for Services (without professional liability coverage) Page 4 of 8 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C Contract No. 22-224 relating to or arising out of the wrongful or negligent acts, errors, or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fiillest extent permitted by law, subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right, or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party may assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time -to -time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that an arbitrator's decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 20. Anti -kickback. No officer or employee of City, having the power or duty to perform an official act or Agreement for Services (without professional liability coverage) Page 5 of 8 DocuSign Envelope ID: A5lE5393-40C0-485D-94C3-9D54207C403C Contract No. 22-224 action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 21. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Consultant shall comply with the federal laws set forth in subsection G, below ("Pertinent Non -Discrimination Authorities") relative to non-discrimination in federally -assisted programs as adopted or amended from time -to -time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Consultant, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports. Consultant shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including, but not limited to: 1. Withholding payments to Consultant under the Agreement until Consultant complies; and/or 2. Cancelling, terminating, or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Consultant shall include the provisions of paragraphs of these Contract Clauses in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Consultant shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Consultant becomes involved in, or is threatened with litigation by a subcontractor- or supplier because of such direction, Consultant may request that the City enter Agreement for Services (without professional liability coverage) Page 6 of 8 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C Contract No. 22-224 into any litigation to protect the interests of the City. In addition, Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non -Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Federal -Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal - aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 3 8; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Agreement for Services (without professional liability coverage) Page 7 of 8 DocuSign Envelope ID: A5lE5393-40C0-485D-94C3-9D54207C403C Contract No. 22-224 Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq.). 22. Business Registration. Prior to commencement of work under this Agreement, Consultant shall register with the City as a business if it has not already done so. 23. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Fee proposal C. Insurance Certificates The Parties have executed this Agreement this 0' _ day of 12023 CITY OF SPOKANE VALLEY I John Ho an, City Manager APPROVED AS TO FORM: ce of the City Attorney Consultant: DocuSigned by: €56807BE914FATyl e r BUInp Its: Authorized Representative Agreement for Services (without professional liability coverage) Page 8 of 8 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C Spokane Valley Multifamily Tax Exemption Program Evaluation Scope of Work March 6, 2023 Overview The City of Spokane Valley has engaged ECONorthwest to support the evaluation and assessment of a range of different Multifamily Tax Exemption (MFTE) Program options. This project will provide research and recommendations to forward objectives of Spokane Valley's Housing Action Plan which ECONorthwest helped develop in partnership with MFA and City staff. The Plan recognizes an urgent need for more housing units affordable to low- to moderate -income households. The City wants to structure its regulations and incentives in a way that supports housing needs. This scope of work outlines ECONorthwest's work to assist the City of Spokane Valley in evaluating the variations of possible fiscal effects for the City and development feasibility for a set of MFTE program option variations in certain geographic locations. After gaining these findings, ECO will work with City staff to identify MFTE program recommendations delivered in a report including the findings and recommendations. Three tasks are proposed for this scope of work, described in more detail in the following section. This analysis is intended to support high level decision making of the effectiveness and revenue impacts associated with an MFTE program to support initial decisions about the appropriateness of this tool relative to the fiscal conditions in Spokane Valley. If there is support for the MFTE program concept after the completion of this analysis, ECONorthwest will conduct further analysis at a later stage to help better define the parameters of an MFTE program including target areas, program options, and administrative processes. Task 1: Project Management Subtask 1.1. Kickoff Workshop The kickoff meeting will provide an opportunity to ensure that the team is in alignment with staff on schedule, project priorities, and final tasks. We anticipate using this opportunity for an ECONorthwest 1 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C initial discussion related to desired project outcomes and analytical framing. At this workshop, we will discuss the project goals and research questions, whether the proposed approach aligns with the City's goals, review and refine the data methods and analysis approach, identify possible housing developer stakeholders to interview, discuss previous work related to assessing the potential to adopt a MFTE program, and identify available and needed resources, datasets, and the range of partners involved. This step ensures that the City is receiving the support and analysis needed to adequately answer the key questions driving this project. Questions to discuss during the Kickoff Meeting: • Who at the City should be involved with reviewing our deliverables? How much time generally is needed to review deliverables? • Who should be copied on emails and who should be our main contact at the City? • Are there City milestones that we should be aware of for scheduling purposes? • Discuss any relevant City data that will be helpful to conduct the evaluation such as general permit data, GIS shapefile of the target area, and parcel -level assessor data. • What are the MFTE program goals at the City? ECONorthwest will facilitate another meeting discussion with city staff to identify the scenarios that will be evaluated for this work including the scale/type of development analyzed, affordability set aside, and depth of affordability. Subtask 1.2. Team Meetings/Project Management We anticipate a need for our team to meet regularly with City staff during the project to strategize, seek input, review deliverables, and provide regular project updates. We will work with the City to determine an amenable schedule for checking in on the project. OVERALL TASK 1 DELIVERABLES: • Kickoff workshop agenda and meeting summary Data request Refined schedule and work plan Task 2: MFTE Program Evaluation Subtask 2.1 Development Feasibility Evaluation This task involves analytical work to help us identify the types and scales of development that could utilized an MFTE program in Spokane Valley. We will also conduct targeted analysis to help us build a strong understanding of where and how development is occurring in Spokane ECONorthwest DocuSign Envelope ID: A5lE5393-40C0-485D-94C3-9D54207C403C Valley to inform the type of MFTE program options to be explored and to create a baseline scenario to compare against. As part of this task, we will integrate interview findings from around 4-6 developers who are active in the Spokane Valley region multifamily market (including developers building market rate and below market rate affordable housing). This will help us understand current market dynamics, gain their perspective on development in the City, and solicit feedback on potential MFTE program options. ECONorthwest will conduct development feasibility analysis for two to three multifamily development types and evaluate the impact of two to three different potential MFTE program scenarios (e.g., 12-year tax exemption with 20% of units at 70% AMI). This pro forma feasibility model will be created to test the overall effectiveness and assess the impact on the financial feasibility of each prototype in the identified target areas. The following will be evaluated: • The value of the tax exemption across prototypes. Why is development feasibility and pro forma analysis important? Constructing housing can be costly and risky and the costs associated with constructing affordable housing can be even more challenging. Getting funding to build new housing requires lenders and investors to be reasonably confident they will earn enough financial return to justify the risks. Economic or market feasibility is generally assessed by comparing the expected revenues (home sales or net income from rents) against the costs of development. If a development is not feasible, it will not be built. While some of the factors that determine market feasibility are outside a jurisdiction's direct control (e.g., labor and materials costs, interest rates, market rents), local jurisdictions can provide incentives (such as tax exemptions), adjust fees, zoning, programs, and other regulations that can have a substantial impact on whether development could be feasible or not. • The financial performance of the project with and without different MFTE program options with varying durations of the tax exemption (8-year versus 12-year program). • Comparison of project performance with deeper affordability requirements and different MFTE durations. Subtask 2.2 Fiscal Evaluation of the MFTE Program In this subtask we will estimate the amount of property taxes under a baseline development scenario (likely based on development and population growth under the City's current comprehensive plan), compared to property tax lost under the identified MFTE scenarios. We will work with the City to identify a set of MFTE program options to be included in this fiscal evaluation. This could either be structured as development scenarios (e.g., low- medium- and high- use of MFTE scenarios), or as a scalable estimate (e.g., for every 100 properties utilizing MFTE, $X is lost to the City in property taxes). ECONorthwest will work with the City to understand the best way to communicate findings. ECONorthwest 3 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C OVERALL TASK 2 DELIVERABLE: • Meeting to discuss findings and possible slide deck to communicate findings. Task 3. Draft and Final Findings and Recommendations Subtask 3.1. Draft Findings Report ECO will produce a draft report summarizing the results of all the previous tasks along with the MFTE program evaluation findings, a description of the analysis and methods (data sources, assumptions), and concluding with recommendations. The report will include thorough explanations of the market dynamics as well as discuss the policy tradeoffs and implications for pursuing various MFTE program options, incentives, and requirements. We will prepare a recommendations framework matrix to summarize the impacts and outcomes of various strategies in a concise format. We will meet with the City to walk through the draft recommendations and key findings to provide a space to ask questions and discuss suggested revisions. Based on this feedback, we will refine our results. Subtask 3.2 Final Report The final report will be refined based on the City's feedback. This report will be delivered in a concise, easy -to -read format that will guide decision -makers. In addition, ECO can provide support presenting the findings and recommendations, as directed by the client. TASK 3 DELIVERABLES: • Presentation of draft findings and recommendations to the project team. • Draft and final report of all findings and recommendations. PROJECT ASSUMPTIONS: • The City will provide guidance on the format and templates accepted by the City for all deliverables (such as guidance on the powerpoint format). • The City will provide the consultant team clear, consolidated feedback (no more than two rotunds of revisions). • This scope of work assumes that most meetings will be held virtually. • One to two project team members will provide a preliminary briefing with City Council to discuss the MFTE program and how it relates to housing needs. ECONorthwest 4 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C • This scope of work assumes that most meetings will be held virtually except for one u1 person meeting with the City Council to discuss MFTE program evaluation findings (one to two project team members will attend this in person meeting). Additional presentation support (such as to a City committee or City Council) could be provided with additional budget and scope. Budget Our budget (time and materials) should not exceed $32,000. Additional tasks not listed on this scope of work are contingent upon an expanded scope of work and supplemental budget. Task 1 Task 2 Task 3 TOTALS Line Item Project Kickoff And MFTE Program Draft and Final Percent of Management Evaluation Report $ Budget Labor Expenses ECONorthwest Total $3,825 $14,470 $13,630 $31,925 100.00% Total $3,825 $14,470 $13,630 $31,925 100.0% Total Labor $3,825 $14,470 $13,630 $31,925 100.0% Non -Labor Expenses $0 $0 $0 $0 0.0% TOTAL BUDGET $3,825 $14,470 $13,630 $31,925 100.0% Schedule The overall work schedule will generally occur from late March 2023 to October 2023 (to be determined at the kick-off meeting). We will confirm or refine the project schedule at the kickoff meeting. ECONorthwest 5 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C A� �® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 3/10/2023 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 HUB International Northwest, LLC PO Box 10167 Eugene OR 97440 CONTACT NAME: PHONE FAX AIC No Exit: 541-687-1117 AICNo): 541-342-8280 ADMDRESS: emma.powell@hubinternational.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: Multiple Insurers - See Remarks INSURED ECONCON-01 Economic Consultants Oregon Ltd. ECONorthwest INSURER B : INSURER C INSURERD: 222 SW Columbia, Suite 1600 INSURER E : Portland OR 97201 INSURER F : COVERAGES CERTIFICATE NUMBER: 547820392 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 MMIDD/YYYY MM DD //YYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE $ UMM-AGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑ PRO ❑ LOC JECT OTHER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLALIAB EXCESS LIAB OCCUR EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y ANYPROPRIETOR/PARTNER/EXECUTIVE I OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A 52WECGB3870 10/23/2022 10/23/2023 X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE- EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Spokane Valley MFTE / #25504 CERTIFICATE HOLDER CANL:tLLA I IUIV City of Spokane Valley 10210 E Sprague Avenue Spokane Valley WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ,>"IAA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: A51 E5393-4000-485D-94C3-9D54207C403C www.saif.com Oregon Workers' Compensation Certificate of Insurance Certificate holder: CITY OF SPOKANE VALLEY 10210 E SPRAGUE AVENUE SPOKANE VALLEY, WA 99206 ■ saifWork. Life. Oregon. The policy of insurance listed below has been issued to the insured named below for the policy period indicated. The insurance afforded by this policy is subject to all the terms, exclusions and conditions of such policy; this policy is subject to change or cancellation at any time. Insured Producer/contact Economic Consultants Oregon LTD Hub International Northwest LLC-Eugene Eco Northwest Mike Godfrey 222 SW Columbia St Ste 1600 541.650.6772 mike.godfrey@hubinternational.com Portland, Or 97201-6616 Issued 03/10/2023 Limits of liability Policy 356035 Bodily Injury by Accident $1,000,000 each accident Period 04/01/2022 to 04/01/2023 Bodily Injury by Disease $1,000,000 each employee Body Injury by Disease $1,000,000 policy limit Description of operations/locations/special items Spokane Valley MFTE / #25504 Important This certificate is issued as a matter of information only and confers no rights to the certificate holder. This certificate does not amend, extend or alter the coverage afforded by the policies above. This certificate does not constitute a contract between the issuing insurer, authorized representative or producer and the certificate holder. CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED TO THE POLICYHOLDER AND CERTIFICATE HOLDER IN ACCORDANCE WITH THE POLICY PROVISIONS AND OREGON LAW. SAIF WILL ENDEAVOR TO PROVIDE WRITTEN NOTICE WITHIN 30 DAYS WHENEVER POSSIBLE. Authorized representative &t,,— 7 Chip Terhune President and CEO Policy_OLCA_Ce rtificateOf I ns u ra n ce 400 High Street SE Satem, OR 97312 P: 800.285.8525 F: 503.584.9812 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C A ^ "® N �+ (v(J�„ CERTIFICATE®F LIABILITY INSURANCE DATE (MMIDD/YYYY) 3/1012023 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 HUB International Northwest, LLC PO Box 10167 Eugene OR 97440 CNAOME: NTACT An eta San I PHONE FAX A No Ext: 541-687-1117 A/C No:541-342-8280 ADss: angela.sanql@hubinternational.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: Cincinnati Insurance Company 10677 INSURED 9069 INSURER B : Philadelphia Indemnity Insurance Company 18058 Economic Consultants Oregon Ltd. ECONorthwest INSURER C 222 SW Columbia, Suite 1600 INSURERD: INSURER E : Portland OR 97201 INSURER F : COVERAGES CERTIFICATE NUMBER:572681509 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 OF INSURANCE ADDLTYPE INSD SUER POLICY NUMBER POLICY MM DD/YYYY MM/DDEFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y ECP 0315866 4/1/2022 4/1/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE FX] OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY JECOT- LOC $ OTHER: A AUTOMOBILE LIABILITY Y Y ECP0315866 4/1/2022 4/1/2023 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS ONLY AUTOS ONLY Ix HIRED XNON-OWNED BODILY INJURY (Per accident) $ PROPERTYDAMAGEAUTOS Per accident Hired & Non -Owned $ 1,000,000 A X UMBRELLALIAB X OCCUR ECP0315866 4/1/2022 4/1/2023 EACH OCCURRENCE $3,000,000 AGGREGATE $ 3,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE Y / N PER OTH- STATUTE ER E.L. EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED? ❑ (Mandatory in NH) N/A E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below B Professional Liability PHSD1706569 4/15/2022 4/1/2023 $3,000,000 Per Cie m 3,000,000 Aggregate $10,000 Ded. Per Claim DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Certificate holder and all entities required by written contract are included as additional insureds on a primary and non-contributory basis with waiver of subrogation as respects to the general liability including completed operations and as additional insureds on a primary and non-contributory basis with waiver of subrogation as respects to the auto liability as required by written contract per attached endorsements. Umbrella is excess over General Liability, Auto Liability and Employers Liability. Subject to policy limits, terms, conditions and exclusions. Re: Spokane Valley MFTE / #25504 tK City of Spokane Valley 10210 E Sprague Avenue Spokane Valley WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C Insured: Economic Consultants Oregon Ltd. dba: ECONorthwest Policy: ECP0315866 COMMERCIAL GENERAL LIABILITY CG 20 01 0413 �•' -• - -V A 91111 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. CG 20 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDI,rIONAL INSURED BY CONTFZACT This endorsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: 04-01-2022 1 Policy Number: EBA 031 58 66 Named Insured: ECONOMIC CONSULTANTS OREGON LTD DBA: ECONORTHWEST Countersigned by--Docusigned by: (Authorized Repr&seafat ee Es, With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SECTION II - LIABILITY COVERAGE, A. Coverage, I. Who is an Insured is amended to include as an in- sured any person or organization for whom you have agreed in a valid written contract to provide insurance as afforded by this policy. This provision is limited to the scope of the valid written contract. This provision does not apply unless the valid written contract has been executed prior to the "bodily injury" or "property damage". AA 4171 06 20 Page 1 of 1 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION - AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: 04-01-2022 Policy Number: EBA 031 58 66 Named Insured: ECONOMIC CONSULTANTS OREGON LTD DBA: ECONORTHWEST Countersigned b�r.—DocuSlgned by: (Authorized Re With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Blanket Waiver of Subrogation SECTION IV - BUSINESS AUTO CONDI- TIONS, A. Loss Conditions, 5. Transfer of Rights of Recovery Against Others to Us is amended by the addition of the following: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury" or "prop- erty damage" arising out of the operation of a covered "auto" when you have assumed liabil- ity for such "bodily injury" or "property damage" under an "insured contract", provided the "bod- ily injury" or "property damage" occurs subse- quent to the execution of the "insured con- tract". AA 4172 09 09 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: 04-01-2022 Policy Number: EBA 031 58 66 Named Insured: ECONOMIC CONSULTANTS OREGON LTD DBA: ECONORTHWEST Countersigned by: (—oocu9lgnedby: (Authorized With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 1. Noncontributory Insurance SECTION IV - BUSINESS AUTO CONDI- TIONS, B. General Conditions, 5. Other In- surance is replaced by the following: c. Regardless of the provisions of Para- graph a. above, this Coverage Form's Li- ability Coverage is primary and we will not seek contribution from any other in- surance for any liability assumed under an "insured contract" that requires liability to be assumed on a primary noncon- tributory basis. AA 4174 11 05 DocuSign Envelope ID: A51E5393-40C0-485D-94C3-9D54207C403C Insured: Economic Consultants Oregon Ltd. DBA: ECONorthwest Policy: ECP0315866 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CinciPakn" COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement -Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage .................................................... ................ .................. 2. Unintentional Failure To Disclose Hazards .............. _... .......................................................... 8 3. Supplementary Payments .... _........ _.............................. ........_...............................................8 4. Medical Payments... ...... .............. -..............._..._........_............................................................8 S. 180 Day Coverage For Newly Formed Or Acquired Organizations......................................8 6. Waiver Of Subrogation..............................................................................................................8 7. Automatic Additional Insured - Specified Relationships: ..................................................... 8 • Managers Or Lessors Of Premises; • Lessor Of Leased Equipment; • Vendors; • State Or Governmental Agency Or Subdivision Or Political Subdivision - Permits Or Authorizations Relating To Premises; and • Mortgagee, Assignee Or Receiver 8. Property Damage To Borrowed Equipment...._ ............. ......................................... ...... .... 11 9. Employees As Insureds - Specified Health Care Services And Good Samaritan Services...................................................................................................................................12 10. Broadened Notice Of Occurrence.........................................................................................12 11. Nonowned Aircraft ......................... .................................................... ................. .................. 12 12. Bodily Injury Redefined ............................................... ..................... ... .... ........................... 13 13. Expected Or Intended Injury Redefined ................... .......................... ................................ 13 14. Former Employees As Insureds .... .... .................... .........._..._...................................-.......13 B. Limits Of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $1,000,000 Aggregate Limit: $3,000,000 Deductible Amount: $ 1,000 3. Supplementary Payments Bail Bonds: $ 2,500 4. Medical Payments Medical Expense Limit: $ 10,000 8. Property Damage To Borrowed Equipment Each Occurrence Limit: $10,000 Deductible Amount: $ 250 Includes copyrighted material of Insurance GCP 203 0917 Services Office, Inc., with its permission. Page 1 of 13 C. Coverages this endorsement pro- vided: 1. Employee Benefit Liability Coverage a) You did not have a. The followingis added to Section I - knowledge of a Coverages: claim or "suit" on or Employee Benefit Liability Cover- before the "first ef- festive date" of this age endorsement. (1) Insuring Agreement You will be (a) We will pay those sums that deemed to have the insured becomes legally knowledge of a obligated to pay as damag- claim or "suit" es caused by any act, error when any "author - or omission of the insured, ized representa- or of any other person for tive": whose acts the insured is i) Reports all, or legally liable, to which this any part, of the insurance applies. We will act, error or have the right and duty to omission to us defend the insured against "suit" or any other any seeking those damages. However, we will insurer, have no duty to defend ii) Receives a against any "suit' seeking written or ver- damages to which this in- bal demand or surance does not apply. We claim for dam - may, at our discretion, in- ages because vestigate any report of an of the act er- act. error or omission and ror or omis- settle any claim or "suit' that sion; and may result. But: b) There is no other 1) The amount we will pay P applicable insur- for damages is limited ance. as described in Section III - Limits Of Insur- (2) Exclusions ance; and This insurance does not apply to: 2) Our right and duty to defend ends when we (a) Bodily Injury, Property have used up the appli- Damage Or Personal And cable limit of insurance Advertising Injury in the payment of judg- 'Bodily injury", "property ments or settlements. damage" or "personal and No other obligation or liabil- advertising injury". ity, to pay sums or perform (b) Dishonest, Fraudulent, acts or services is covered Criminal Or Malicious Act unless explicitly provided for under Supplementary Damages arising out of any Payments. intentional, dishonest, fraudulent, criminal or mali- his (b) This insurance applies to cious act, error or omission, only rf the act, eo damagesY committed by arry insured. ror or omission, is negligent- including the willful or reck- ly committed in the "admin- less violation of any statute. istralion" of your "employee benefit program": and (c) Failure To Perform A Con- 1) Occurs during the polity tract period; or Damages arising out of fail- ureprior of performance of con- 2) tract by any insurer. "first effective date of Includes copyrighted material of Insurance GCP 203 0917 Services Office, Inc., with its permission. Page 2 of 13 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C (d) Insufficiency Of Funds Damages arising out of an insufficiency of funds to meet any obligations under any plan included in the "employee benefit program". (e) Inadequacy Of Perfor- mance Of Invest- ment(Advice Given With Respect To Participation Any claim based upon: 1) Failure of any invest- ment to perform; 2) Errors in providing in- formation on past per- formance of investment vehicles; or 3) Advice given to any person with respect to that person's decision to participate or not to par- ticipate in any plan in- cluded in the "employee benefit program". (f) Workers' Compensation And Similar laws Any claim arising out of your failure to comply with the mandatory provisions of any workers' compensation, un- employment compensation insurance, social security or disability benefits law or any similar law. (g) ERISA Damages for which any in- sured is liable because of li- ability imposed on a fiduci- ary by the Employee Re- tirement Income Security Act of 1974, as now or hereafter amended, or by any similar federal, state or local laws. (h) Available Benefits Any claim for benefits to the extent that such benefits are available, with reasonable effort and cooperation of the insured, from the applicable funds accrued or other col- lectible insurance. Taxes, Fines Or Penalties Taxes, fines or penalties, in- cluding those imposed un- der the Internal Revenue Code or any similar state or local law. 0) Employment -Related Prac- tices Arry liability arising out of any: (1) Refusal to employ; (2) Termination of employ- ment; (3) Coercion, demotion, evaluation, reassign- ment, discipline, defa- mation, harassment, humiliation, discrimina- tion or other employ- ment - related practices, acts or omissions; or (4) Consequential liability as a result of (1). (2) or (3) above. This exclusion applies whether the insured may be held liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the in- jury. (3) Supplementary Payments Section 1 - Coverages, Sup- plementary Payments - Cover- ages A and B also apply to this Coverage. b. Who Is An Insured As respects Employee Benefit Lia- bility Coverage. Section If - Who Is An Insured is replaced by the follow- ing: (1) If you are designated in the Dec- larations as: (a) An individual, you and your spouse are insureds, but on- ly with respect to the con- duct of a business of which you are the sole owner. (b) A partnership or joint ven- ture, you are an insured. Your members, your part- ners, and their spouses are also insureds but only with respect to the conduct of your business. (c) A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are in- sureds, but only with respect to their duties as your man- agers. (d) An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "execu- tive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with re- spect to their liability as stockholders. (e) A trust, you are an insured. Your trustees are also in- sureds, but only with respect to their duties as trustees. (2) Each of the following is also an insured: (a) Each of your "employees" who is or was authorized to administer your "employee benefit program"; (b) Any persons, organizations or "employees" having prop- er temporary authorization to administer your "employ- ee benefit program" if you die, but only until your legal representative is appointed; or (c) Your legal representative if you die, but only with re- spect to duties as such. That representative will have all your rights and duties under this Coverage Part. (3) Any organization you newly ac- quire or form, other than a part- nership, joint venture or limited liability company, and over which you maintain ownership or major- ity interest, will qualify as a Named Insured if no other similar insurance applies to that organi- zation. However, coverage under this provision: (a) Is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, and (b) Does not apply to any act, error or omission that was committed before you ac- quired or formed the organi- zation. c. Limits Of Insurance As respects Employee Benefit Lia- bility Coverage, Section III - Limits Of Insurance is replaced by the fol- lowing: (1) The Limits of Insurance shown in Section B. Limits Of Insurance, 1. Employee Benefit Liability Coverage and the rules below fix the most we will pay regardless of the number of: (a) Insureds; (b) Claims made or "suits" brought; (c) Persons or organizations making claims or bringing "suits"; (d) Acts, errors or omissions; or (e) Benefits included in your "employee benefit program". (2) The Aggregate Limit shown in Section B. Limits Of Insurance, 1. Employee Benefit Liability Coverage of this endorsement is the most we will pay for all dam- ages because of acts, errors or omissions negligently committed in the "administration" of your "employee benefit program". (3) Subject to the limit described in (2) above, the Each Employee Limit shown in Section B. Limits Of Insurance, 1. Employee Benefit Liability Coverage of this endorsement is the most we will pay for all damages sus- tained by any one "employee", including damages sustained by such "employee's" dependents and beneficiaries, as a result of: (a) An act, error or omission: or Includes copyrighted material of Insurance Includes copyrighted material of Insurance GCP 203 0917 Services Office, Inc., with its permission. Page 3 of 13 GCP 203 0917 Services Office, Inc., with its permission. Page 4 of 13 DocuSign Envelope ID: A51E5393-40C0-485D-94C3-9D54207C403C (b) A series of related acts, er- rors or omissions, regard- less of the amount of time that lapses between such acts, errors or omissions: negligently committed in the "administration" of your "employ- ee benefit program". However, the amount paid under this endorsement shall not ex- ceed, and will be subject to the limits and restrictions that apply to the payment of benefits in any plan included in the "employee benefit program." (4) Deductible Amount (a) Our obligation to pay dam- ages on behalf of the in- sured applies only to the amount of damages in ex- cess of the Deductible Amount stated in the Decla- rations as applicable to Each Employee. The limits of insurance shall not be re- duced by the amount of this deductible. (b) The Deductible Amount stated in the Declarations applies to all damages sus- tained by any one "employ- ee", including such "employ- ee's" dependents and bene- ficiaries, because of all acts, errors or omissions to which this insurance applies. (c) The terms of this insurance, including those with respect to: 1) Our right and duty to defend the insured against any "suits" seeking those damag- es: and 2) Your duties, and the du- ties of any other in- volved insured, in the event of an act, error or omission, or claim; apply irrespective of the ap- plication of the Deductible Amount. (d) We may pay any part or all of the Deductible Amount to effect settlement of any claim or "suit" and, upon no- tification of the action taken, you shall promptly reim- burse us for such part of the Deductible Amount as we have paid. d. Additional Conditions As respects Employee Benefit Lia- bility Coverage, Section IV - Com- mercial General Liability Condi- tions is amended as follows: (1) Item 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit is replaced by the following: 2. Duties In The Event Of An Act, Error Or Omission, Or Claim Or Suit a. You must see to it that we are notified as soon as practicable of an act, error or omission which may result in a claim. To the extent possible, notice should include: (1) What the act, error or omission was and when it oc- curred; and (2) The names and addresses of any- one who may suf- fer damages as a result of the act error or omission. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practicable. c. You and any other in- volved insured must: (1) Immediately send us copies of any demands, notices, summonses or le- gal papers re- ceived in connec- tion with the claim or "suit": (2) Authorize us to ob- tain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit": and (4) Assist us, upon our request, in the en- forcement of any right against any person or organi- zation which may be liable to the in- sured because of an act. error or omission to which this insurance may also apply. d. No insured will, except at that insureds own cost, voluntarily make a payment, assume any obligation, or incur any expense without our consent. (2) Item S. Other Insurance is re- placed by the following: 5. Otherinsurance If other valid and collectible insurance is available to the insured for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is prima- ry except when c. below applies. If this insurance is primary, our obliga- tions are not affected unless any of the other insurance is also prima- ry. Then, we will share with all that other insur- ance by the method de- scribed in b. below. b. Method Of Sharing If all of the other insur- ance permits contribu- tion by equal shares, we will follow this meth- od also. Under this ap- proach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains. whichever comes first. If any of the other in- surance does not permit contribution by equal shares, we will contrib- ute by limits. Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insur- ers. c. No Coverage This insurance shall not cover any loss for which the insured is entitled to recovery under any other insurance in force previous to the effective date of this Coverage Part. e. Additional Definitions As respects Employee Benefit Lia- bility Coverage, Section V - Defini- tions is amended as follows: (1) The following definitions are added: 1. "Administration" means: a. Providing information to "employees", including their dependents and beneficiaries, with re- spect to eligibility for or scope of "employee benefit programs"; b. Interpreting the "em- ployee benefit pro- grams"; c. Handling records in connection with the "employee benefit pro- grams"; or d. Effecting, continuing or terminating any "em- ployee's" participation in Includes copyrighted material of Insurance Includes copyrighted material of Insurance GCP 203 0917 Services Office, Inc., with its permission. Page 5 of 13 GCP 203 09 17 Services Office, Inc., with its permission. Page 6 of 13 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C 11 3. GCP 203 0917 any benefit included in c. Unemployment insur- the "employee benefit ance, social security program". benefits, workers' com- pensation and disability However, "administration" benefits; and does not include: d. Vacation plans, includ- a. Handling payroll deduc- ing buy and sell pro- tions; or grams; leave of ab- b. The failure to effect or Bence programs, includ- maintain any insurance ing military, maternity, or adequate limits of family, and civil leave; coverage of insurance, tuition assistance plans; including but not limited transportation and to unemployment insur- health dub subsidies. ance, social security 4. "First effective date" means benefits, workers' com- the date upon which cover- pensation and disability age was first effected in a benefits. series of uninterrupted re - "Cafeteria plans" means newals of insurance cover - plans authorized by applica- age. ble law to allow "employees" (2) The following definitions are de - to elect to pay for certain leted in their entirety and re - benefits with pre-tax dollars. placed by the following: "Employee benefit pro- 8, "Employee" means a person grams" means a program actively employed, formerly providing some of all of the employed, on leave of ab- following benefits to "em- sence or disabled, or retired. ployees", whether provided "Employee" includes a through a "cafeteria plan" or "leased worker". "Employee" otherwise: does not include a "tempo - a. Group life insurance; rary worker". group accident or health 21. "Suit" means a civil proceed - insurance; dental, vision ing in which money damag- and hearing plans; and es because of an act, error flexible spending ac- or omission to which this in - counts; provided that no surance applies are alleged. one other than an "em- "Suit" includes: ployee" may subscribe to such benefits and a. An arbitration proceed - such benefits are made ing in which such dam - generally available to ages are claimed and to those "employees" who which the insured must satisfy the plan's eligibil- submit or does submit ity requirements; with our consent; b. Profit sharing plans, b. Any other alternative employee savings dispute resolution pro - plans, employee stock ceeding in which such ownership plans, pen- damages are claimed sion plans and stock and to which the in - subscription plans, pro- sured submits with our vided that no one other consent; or than an "employee" may subscribe to such c. An appeal of a civil pro - benefits and such bene- ceeding. fits are made generally available to all "employ- ees" who are eligible under the plan for such benefits; Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 13 2. Unintentional Failure To Disclose Haz- ards Section IV - Commercial General Liabil- ity Conditions, 7. Representations is amended by the addition of the following: Based on our dependence upon your rep- resentations as to existing hazards, if un- intentionally you should fail to disclose all such hazards at the inception date of your policy, we will not reject coverage under this Coverage Part based solely on such failure. 3. Supplementary Payments Under Section I - Supplementary Pay- ments - Coverages A and B: Paragraph 2. is replaced by the following: Up to the limit shown in Section B. Limits Of Insurance, 3. Bail Bonds of this en- dorsement for cost of bail bonds required because of accidents or traffic law viola- tions arising out of the use of any vehicle to which the Bodily Injury Liability Cover- age applies. We do not have to furnish these bonds. This amendment of the Supplementary Payments — Bail Bonds limit replaces. and is not in addition to, the amendment of the Supplementary Payments - Bail Bonds limit (II.A.2.) in the CinciPak'"' Commer- cial General Liability Amendatory En- dorsement. 4. Medical Payments The Medical Expense Limit of Any One Person as stated in the Declarations is amended to the limit shown in Section B. Limits Of Insurance, 4. Medical Pay- ments of this endorsement S. 180 Day Coverage For Newly Formed Or Acquired Organizations Section II - Who Is An Insured is amended as follows: Subparagraph a. of Paragraph 3. is re- placed by the following: a. Insurance under this provision is af- forded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; 6. Waiver Of Subrogation Section IV - Commercial General Liabil- ity Conditions, 9. Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following: We waive any right of recovery we may have against any person or organization against whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a written contract or agree- ment with that person or organization and included in the "products -completed oper- ations hazard". However, our rights may only be waived prior to the "occurrence' giving rise to the injury or damage for which we make payment under this Cov- erage Part The insured must do nothing after a loss to impair our rights. At our re- quest, the insured will bring "suit" or trans- fer those rights to us and help us enforce those rights. 7. Automatic Additional Insured - Speci- fied Relationships a. The following is added to Section 11 - Who is An Insured: (1) Any person(s) or organization(s) described in Paragraph 7.a.(2) of this endorsement (hereinafter re- ferred to as additional insured) whom you are required to add as an additional insured under this Coverage Part by reason of a written contract, written agree- ment, written permit or written authorization. (2) Only the following persons or or- ganizations are additional in- sureds under this endorsement. and insurance coverage provided to such additional insureds is lim- ited as provided herein: (a) Managers Or Lessors Of Premises The manager or lessor of a premises leased to you with whom you have agreed per Paragraph 7.a.(1) of this en- dorsement to provide insur- ance, but only with respect to liability arising out of the ownership. maintenance or use of that part of the prem- ises leased to you, subject to the following additional exclusions: This insurance does not ap- ply to. (i) Any "occurrence" which takes place after you Includes copyrighted material of Insurance GCP 203 0917 Services Office, Inc., with its permission. Page 8 of 13 DocuSign Envelope ID: A5lE5393-40C0-485D-94C3-9D54207C403C cease to be a tenant in that premises; (i) Structural alterations, new construction or demolition operations performed by or on be- half of such additional insured. (b) Lessor Of Leased Equip- ment Any person or organization from whom you lease equipment when you and such person(s) or organiza- tions) have agreed per Par- agraph 7.a.(1) of this en- dorsement to provide insur- ance. Such person(s) or or- ganizations) are insureds 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 equipment leased to you by such persons) or or- ganization(s). A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. However, this insurance does not ap- ply to any "occurrence" which takes place after the equipment lease expires. (c) Vendors Any person or organization (referred to below as ven- dor) with whom you have agreed per Paragraph 7.a.(1) of this endorsement to provide insurance, but on- ly with respect to "bodily in- jury' or "properly damage" arising out of "your products" which are distributed or sold in the regular course of the vendors business, subject to the following additional exclusions. (i) The insurance afforded the vendor does not apply to: 1) "Bodily injury" or "property damage" 2) 3) 4) 5) 6) 7) for which the ven- dor is obligated to pay damages by reason of the as- sumption 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 Any express war- ranty unauthorized by you; Any physical or chemical change in the product made intentionally by the vendor, Repackaging. ex- cept when un- packed solely for the purpose of in- spection, demon- stration, testing, or the substitution of parts under in- structions from the manufacturer, and then repackaged in the original con- tainer, Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normal- ly undertakes to make in the usual course of busi- ness, in connection with the distribution or sale of the products; Demonstration, in- stallation, servicing or repair opera- tions, except such operations per- formed at the ven- dors premises in connection with the sale of the product; Products which, af- ter distribution or sale by you, have been labeled or re- labeled or used as a container, part or ingredient of any other thing or sub- stance by or for the vendor, or 8) "Bodily injury' or "property damage" arising out of the sole negligence of the vendor for its own acts or omis- sions or those of its employees or anyone else acting on its behalf. How- ever, this exclusion does not apply to: a) The excep- tions contained in Paragraphs (c)(i)4) or 6) of this endorse- ment or b) Such inspec- tions, adjust ments, tests or servicing as the vendor has agreed to make or nor- mally under- takes to make in the usual course of business, in connection with the distri- bution or sale of the prod- ucts. (i) This insurance does not apply to any insured person or organization: 1) From whom you have acquired such products, or any ingredient, part or container, enter- ing into, accompa- nying or containing such products; or 2) When liability in- cluded within the .products - completed opera- tions hazard" has been excluded un- der this Coverage Part with respect to such products. (d) State Or Governmental Agency Or Subdivision Or Political Subdivision - Permits Or Authorizations Relating To Premises Any state or governmental agency or subdivision or po- litical subdivision with which you have agreed per Para- graph 7.a.(1) of this en- dorsement to provide insur- ance, subject to the follow- ing additional provision: This insurance applies only with respect to the following hazards for which the state or govemmental agency or subdivision or political sub- division has issued a permit or authorization in connec- tion with premises you own, rent or control and to which this insurance applies: (i) The existence, mainte- nance, repair, construc- tion, erection or removal of advertising signs, awnings, canopies, cel- lar entrances, coal holes, driveways, man- holes, marquees, hoist away openings, side- walk vaults, street ban- ners or decorations and similar exposures: or (i) The construction, erec- tion or removal of eleva- tors; or (ii) The ownership, mainte- nance or use of any el- evators covered by this insurance. (e) Mortgagee, Assignee Or Receiver Any person or organization with whom you have agreed per Paragraph 7.a.(1) of this endorsement to provide in- surance, but only with re- spect to their liability as mortgagee, assignee, or re- ceiver and arising out of the ownership, maintenance, or Includes copyrighted material oflnsurance Includes copyrighted material of Insurance GCP 203 0917 Services Office, Inc., with its permission. Page 9 of 13 GCP 203 09 17 Services Office, Inc., with its permission. Page 10 of 13 DocuSign Envelope ID: A51 E5393-40C0-485D-94C3-9D54207C403C use of the premises by you. However, this insurance does not apply to structural alterations, new construction and demolition operations performed by or for that per- son or organization. (3) The insurance afforded to addi- tional insureds described in Par- agraph 7.a.(1) of this endorse- ment: (a) Only applies to the extent permitted by law; and (b) Will not be broader than that which you are required by the written contract written agreement, written permit or written authorization to pro- vide for such additional in- sured; and (c) Does not apply to any per- son, organization, vendor, state, governmental agency or subdivision or political subdivision, specifically named as an additional in- sured under any other provi- sion of, or endorsement added to, this Coverage Part, provided such other provision or endorsement covers the injury or damage for which this insurance ap- plies. b. With respect to the insurance afford- ed to the additional insureds de- scribed in Paragraph 7.a.(1) of this endorsement. the following is added to Section III - Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of in- surance: (1) Required by the written contract, written agreement, written permit or written authorization described in Paragraph 7.a.(1) of this en- dorsement; or (2) Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. c. Section IV - Commercial General Liability Conditions is amended to add the following: Automatic Additional Insured Pro- vision This insurance applies only if the "bodily injury" or "property damage" occurs, or the "personal and advertis- ing injury" offense is committed: (1) During the policy period: and (2) Subsequent to your execution of the written contract or written agreement, or the issuance of a written permit or written authori- zation, described in Paragraph 7.a.(1). d. Section IV - Commercial General Liability Conditions is amended as follows: Condition S. Other Insurance is amended to include: Primary And Noncontributory In- surance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured per Paragraph 7.a.(1) of this endorsement provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract, agreement. permit or authorization described in 7.a.(2) of this endorsement that this in- surance would be primary and would not seek contribution from any other insurance available to the additional insured. 8. Property Damage To Borrowed Equip- ment a. The following is added to Exclusion 2.j. Damage To Property under Sec- tion I - Coverage A - Bodily Injury And Property Damage Liability: Paragraphs (3) and (4) of this exclu- sion do not apply to tools or equip- ment loaned to you, provided they are not being used to perform operations at the time of loss. b. With respect to the insurance provid- ed by this section of the endorse- ment, the following additional provi- sions apply: (1) The Limits of Insurance shown in the Declarations are replaced by the limits designated in Section B. Limits Of Insurance, 8. Property Damage To Borrowed Equipment of this endorsement with respect to coverage provid- ed by this endorsement These limits are inclusive of and not in addition to the limits being re- placed. The Limits of Insurance shown in Section B. Limits Of Insurance, 8. Property Damage To Borrowed Equipment of this endorsement fox the most we will pay in any one "occurrence" re- gardless of the number of: (a) Insureds; (b) Claims made or "suits" brought; or (c) Persons or organizations making claims or bringing "suits". (2) Deductible Clause (a) Our obligation to pay dam- ages on your behalf applies only to the amount of dam- ages for each "occurrence" which are in excess of the Deductible Amount stated in Section B. Limits Of insur- ance, 8. Property Damage To Borrowed Equipment of this endorsement The limits of insurance will not be re- duced by the application of such deductible amount. (b) Section IV - Commercial General Liability Condi- tions, 2. Duties in The Event Of Occurrence, Of- fense, Claim Or Suit, ap- plies to each claim or "suit' irrespective of the amount. (c) We may pay any part or all of the deductible amount to effect settlement of any claim or "suit" and, upon no- tification of the action taken, you shall promptly reim- burse us for such part of the deductible amount as has been paid by us. 9. Employees As Insureds - Specified Health Care Services And Good Samar- itan Services Paragraph 2.a.(1)(d) under Section If - Who is An Insured does not apply to: a. Your "employees" who provide pro- fessional health care services on your behalf as a duly licensed nurse, emergency medical technician or paramedic in the jurisdiction where an "occurrence" or offense to which this insurance applies takes place; or b. Your "employees" or "volunteer work- ers", other than an employed or vok unteer doctor, providing first aid or good samaritan services during their work hours for you will be deemed to be acting within the scope of their employment by you or performing du- ties related to the conduct of your business. 10. Broadened Notice Of Occurrence Paragraph a. of Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV - Com- mercial General Liability Conditions is replaced by the following: a. You must see to it that we are notified as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, no- tice should include: (1) How, when and where the "oc- currence' or offense took place; (2) The names and addresses of any injured persons and wit- nesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. This requirement applies only when the "occurrence" or offense is known to an "authorized representative". 11. Nonowned Aircraft The following is added to Exclusion 2.g. Aircraft, Auto Or Watercraft under Sec- tion I - Coverage A - Bodily Injury And Property Damage Liability: This exclusion does not apply to an air- craft you do not own, provided that: a. The pilot in command holds a current effective certificate, issued by a duly constituted authority of the United Includes copyrighted material of Insurance Includes copyrighted material of Insurance GCP 203 0917 Services Office, Inc., with its permission. Page 11 of 13 GCP 203 0917 Services Office, Inc., with its permission. Page 12 of 13 DocuSign Envelope ID: A5lE5393-40C0-485D-94C3-9D54207C403C States of America or Canada, desig- nating that person as a commercial or airline transport pilot: b. The aircraft is rented with a trained, paid crew; and c. The aircraft does not transport per- sons or cargo for a charge. 12. Bodily Injury Redefined Section V - Definitions, 4. "Bodily injury" is replaced by the following: 4. 'Bodily injury" means bodily harm or injury, sickness, disease, disability, humiliation, shock, fright, mental an- guish or mental injury, including care, loss of services or death resulting from any of these at any time. 13. Expected Or Intended Injury Redefined The last sentence of Exclusion 2.a. Ex- pected Or Intended Injury under Sec- tion I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect per- sons or property. 14. Former Employees As Insureds The following is added to Paragraph 2. under Section 11- Who Is An Insured: 2. Each of the following is also an in- sured: Any of your former "employees", di- rectors, managers, members, part- ners or "executive officers", including but not limited to retired, disabled or those on leave of absence, but only for acts within the scope of their em- ployment by you or for duties related to the conduct of your business. Indudes copyrighted material of Insurance GCP 203 0917 Services Office, Inc., with its permission. Page 13 of 13 DocuSign Envelope ID: A5lE5393-4000-485D-94C3-9D542O7C4O3C Insured: Economic Consultants Oregon Ltd. DBA: ECONorthwest Policy: ECP0315866 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS ADDITIONAL INSURED - AUTOMATIC STATUS AND AUTOMATIC WAIVER OF SUBROGATION WHEN REQUIRED IN WRITTEN CONTRACT, AGREEMENT, PERMIT OR AUTHORIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Additional Insured - Owners, Lessees Or cluded in the "products -completed Contractors - Automatic Status For Other operations hazard", but only if: Parties When Required In Written Contract Or Agreement With You (1) The Coverage Part to which this endorsement is attached pro- 1. Section 11 - Who Is An Insured is vides coverage for "bodily injury" amended to include as an additional in- or 'property damage" included sured any person or organization you within the "products -completed have agreed in writing in a contract or operations hazard"; and agreement to add as an additional in- sured on this Coverage Part. Such per- (2) The written contract or written son(s) or organization(s) is an additional agreement requires you to pro - insured only with respect to liability for vide additional insured coverage included within the "products - a. "Bodly injury", "property damage" or completed operations hazard" "personal and advertising injury" for that person or organization. caused, in whole or in part by the performance of your ongoing opera- If the written contract or written tions by you or on your behalf, under agreement requires you to provide that written contract or written additional insured coverage included agreement. Ongoing operations does within the 'products -completed oper- not apply to 'bodily injury" or "proper- ations hazard" for a specified length ty damage" occurring after of time for that person or organiza- tion, the "bodily injury" or "property (1) All work, including materials, damage" must occur prior to the ex - parts or equipment furnished in piration of that period of time in order connection with such work, on for this insurance to apply. the project (other than service, maintenance or repairs) to be If the written contract or written performed by or on behalf of the agreement requires you to provide additional insured(s) at the loca- additional insured coverage for a tion of the covered operations person or organization per only ISO has been completed; or additional insured endorsement form number CG 2010, without specifying (2) That portion of your work" out of an edition date, and without specifi- which the injury or damage axis- cally requiring additional insured es has been put to its intended coverage included within the "prod - use by any person or organiza- ucts-completed operations hazard", tion other than another contrac- this Paragraph b. does not apply to for or subcontractor engaged in that person or organization. performing operations for a prin- cipal as a part of the same pro- 2. If the written contract or written agree- ject; and ment described in Paragraph 1. above specifically requires you to provide ad& b. "Bodily injury' or "property damage" tionai insured coverage to that person or caused, in whole or in part, by your organization: work" performed under that written contract or written agreement and in- a. Arising out of your ongoing opera- tions or arising out of your work", or Includes copyrighted material of Insurance GA 472 OS 20 Services Office, Inc., with its permission. Page 1 of 3 b. By way of an edition of an ISO addi- tional insured endorsement that in- cludes arising out of your ongoing operations or arising out of "your work"; then the phrase caused, in whole or in part, by in Paragraph A.1.a. and/or Para- graph A.1.b. above, whichever applies, is replaced by the phrase arising out of. 3. With respect to the insurance afforded to the additional insureds described in Para- graph A.1., the following additional exclu- sion applies: This insurance does not apply to "bodily injury". "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services. including: a. The preparing, approving or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or draw- ings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hir- ing, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "prop- erty damage", or the offense which caused the 'personal and advertising inju- ry", involved the rendering of, or the fail- ure to render, any professional architec- tural, engineering or surveying services. 4. This Paragraph A. does not apply to addi- tional insureds described in Paragraph B. B. Additional Insured - State Or Governmental Agency Or Subdivision Or Political Subdi- vision - Automatic Status When Required In Written Permits Or Authorizations 1. Section 11 - Who Is An Insured is amended to include as an additional in- sured any state or governmental agency or subdivision or political subdivision you have agreed in writing in a permit or au- thorization to add as an additional insured on this Coverage Part. Such state or gov- emmental agency or subdivision or politi- cal subdivision is an additional insured only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivi- sion or political subdivision has issued, in writing, a permit or authorization. 2. With respect to the insurance afforded to the additional insureds described in Para- graph B.1., the following additional exclu- sions apply: This insurance does not apply to: a. "Bodily injury". "property damage" or "personal and advertising injury" aris- ing out of operations performed for the federal government, state or mu- nicipality; or b. "Bodily injury" or "property damage" included within the "products - completed operations hazard." C. The insurance afforded to additional insureds described in Paragraphs A. and B.: 1. Only applies to the extent permitted by law, and 2. Will not be broader than that which you are required by the written contract writ- ten agreement. written permit or written authorization to provide for such addition- al insured;and 3. Does not apply to any person, organiza- tion, state, governmental agency or sub- division or political subdivision specifically named as an additional insured for the same project in the schedule of an en- dorsement added to this Coverage Part D. With respect to the insurance afforded to the additional insureds described in Paragraphs A. and B., the following is added to Section III - Limits Of Insurance: The most we will pay on behalf of the addi- tional insured is the amount of insurance: 1. Required by the written contract. written agreement, written permit or written au- thorization described in Paragraphs A. and B. For the purpose of determining the required amount of insurance only, we will include the minimum amount of any Um- brella Liability or Excess Liability cover- age required for that additional insured in that written contract, written agreement, written permit or written authorization; or 2. Available under the applicable limits of in- surance; whichever is less. This endorsement shall not increase the appli- cable limits of insurance. E. Section IV - Commercial General Liability Conditions is amended to add the following: Automatic Additional Insured Provision Includes copyrighted material of Insurance GA 472 05 20 Services Office, Inc., with its permission. Page 2 of 3 DocuSign Envelope ID: A51 E5393-4000-485D-94C3-9D542O7C4O3C This insurance applies only if the "bodily inju- ry" or "property damage" occurs, or the "per- sonal and advertising injury" offense is com- mitted: 1. During the policy period; and 2. Subsequent to your execution of the writ- ten contract or written agreement, or the issuance of a written permit or written au- thorization, described in Paragraphs A. and B. F. Except when G. below applies, the following is added to Section IV - Commercial General Liability Conditions, Other Insurance, and supersedes any provision to the contrary: When Other Additional Insured Coverage Applies On An Excess Basis This insurance is primary to other insurance available to the additional insured described in Paragraphs A. and B. except: 1. As otherwise provided in Section IV - Commercial General Liability Condi- tions, Other insurance, b. Excess In. surance; or 2. For any other valid and collectible insur- ance available to the additional insured as an additional insured on another insur- ance policy that is written on an excess basis. In such case, this insurance is also excess. G. The following is added to Section IV - Com- mercial General Liability Conditions, Other Insurance, and supersedes any provision to the contrary: Primary Insurance When Required By Writ- ten Contract, Agreement, Permit Or Au- thorization Except when wrap-up insurance applies to the claim or "suit" on behalf of the additional in- sured, this insurance is primary to any other insurance available to the additional insured described in Paragraphs A. and B. provided that: 1. The additional insured is a Named Im sured under such other insurance; and 2. You have agreed in writing in a contract agreement, permit or authorization de- scribed in Paragraph A. or B. that this in- surance would be primary to any other in- surance available to the additional in- sured. As used in this endorsement, wrap-up insur- ance means a centralized insurance program under which one party has secured either in- surance or self-insurance covering some or all of the contractors or subcontractors perform- ing work on one or more specific project(s). Primary And Noncontributory Insurance When Required By Written Contract, Agreement, Permit Or Authorization Except when wrap-up insurance applies to the claim or "suit" on behalf of the additional in- sured, this insurance is primary to and will not seek contribution from any other insurance available to the additional insured described in Paragraphs A. and B. provided that: 1. The additional insured is a Named In- sured under such other insurance: and 2. You have agreed in writing in a contract, agreement, permit or authorization de- scribed in Paragraph A. or B. that this in- surance would be primary and would not seek contribution from any other insur- ance available to the additional insured. As used in this endorsement, wrap-up insur- ance means a centralized insurance program under which one parry has secured either in- surance or self-insurance covering some or all of the contractors or subcontractors perform- ing work on one or more specific project(s). H. Section IV - Commercial General Liability Conditions, Transfer Of Rights Of Recov- ery Against Others To Us is amended by the addition of the following: Waiver of Subrogation We waive any right of recovery against any additional insured under this endorsement, because of any payment we make under this endorsement, to whom the insured has waived its right of recovery in a written con- tract, written agreement, written permit or writ- ten authorization. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such additional in- sured prior to loss. Includes copyrighted material of Insurance GA 472 05 20 Services Office, Inc., with its permission. Page 3 of 3 ACCORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 3/31/2023 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 HUB International Northwest, LLC PO Box 10167 OR 97440 CONTACT NAME: Angela Sangl PHONE FAX A/C No Ext : 541-687-1117 A/C, No): 541-342-8280 E-MEugene ADDRESS: angela.sangl@hubinternational.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Cincinnati Insurance Company 10677 INSURED 9069 Economic Consultants Oregon Ltd. ECONorthwest INSURERB: Scottsdale Indemnity Company 15580 INSURER C INSURERD: 222 SW Columbia, Suite 1600 Portland OR 97201 INSURERE: INSURER F : COVERAGES CERTIFICATE NUMBER:904090138 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 ADDL INSD SUBR WVD POLICYNUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y ECP0315866 4/1/2023 4/1/2024 EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRO - POLICY � ECT1:1 LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y Y EBA 0315866 4/1/2023 4/1/2024 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY Hired & Non -Owned $ 1,000,000 A X UMBRELLALIAB X OCCUR ECP0315866 4/1/2023 4/1/2024 EACH OCCURRENCE $3,000,000 AGGREGATE $ 3,000,000 EXCESS LAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Professional Liability 11386980-A 4/1/2023 4/1/2024 $3,000,000 Per Claim $15,000 Ded. 3,000,000 Aggregate Per Claim DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Certificate holder and all entities required by written contract are included as additional insureds on a primary and non-contributory basis with waiver of subrogation as respects to the general liability including completed operations and as additional insureds on a primary and non-contributory basis with waiver of subrogation as respects to the auto liability as required by written contract per attached endorsements. Umbrella is excess over General Liability, Auto Liability and Employers Liability. Subject to policy limits, terms, conditions and exclusions. Re: Spokane Valley MFTE / #25504 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley 10210 E Sprague Avenue Spokane Valley WA 99206 AUTHORIZED REPRESENTATIVE @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD zz-22y Ate+^ �® IJR CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 9/25/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: HUB International Northwest, LLC PHONE FAX PO Box 10167 541-687-1117 AIC No:541-342-8280 ADDRESS: emma.powell@hubinternational.com Eugene OR 97440 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Hartford Casualty Insurance Company 29424 INSURED ECONCON-01 INSURER B : Economic Consultants Oregon Ltd. ECONorthwest INSURER C : INSURER D: 222 SW Columbia, Suite 1600 Portland OR 97201 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:2027572868 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 ADDL SUBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO ❑ LOC JECT OTHER: GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLALIAB EXCESS LIAB OCCUR 1 EACH OCCURRENCE $ HCLAIMS-MADE AGGREGATE $ DIED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE I , I OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 52WECGB3870 10/23/2023 10/23/2024 PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space Is required) Spokane Valley MFTE / #25504 CERTIFICATE HOLDER CANCELLATION City of Spokane Valley 10210 E Sprague Avenue Spokane Valley WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD