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24-215.00GreaterSpokaneValleyChamberOfCommerce2025Contract Contract No.24-215.00 AGREEMENT FOR SERVICES Greater Spokane Valley Chamber of Commerce THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter "City" and the Greater Spokane Valley Chamber of Commerce, 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 the Consultant. Prior to the of work,the 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, the Consultant shall commence work, perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations that reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of the 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 31,2025, unless the time for performance is extended in writing by the Parties. Agreement for Services(without professional liability coverage) Page 1 of 8 Contract No.24-215.00 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$35,000.00(which includes Washington State Sales Tax if any is applicable)as full compensation for everything done under this Agreement,as set forth in Exhibit A. 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 quarterly 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 non-compliant with the Scope of Services, City standards,City Code,and federal or state standards. 5.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name:Marci Patterson,City Clerk Name:Lance Beck,President&CEO Phone:(509)720-5000 Greater Spokane Valley Chamber of Commerce Phone 509)924-4994 Address: 10210 East Sprague Avenue Address: 10808 E Sprague Avenue Spokane Valley,WA 99206 Spokane Valley,99206 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 g Contract No.24-215.00 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal,state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that the Consultant shall be an independent contractor and not the agent or employee of the City, that the 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 the Consultant.Any and all employees who provide services to the City under this Agreement shall be deemed employees solely of the 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 the Consultant under this Agreement are and shall be the property of the 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 the Consultant under this Agreement shall,unless otherwise provided,be deemed the property of City. The 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 the 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 00 01. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations, stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with Agreement for Services(without professional liability coverage) Page 3 of 8 Contract No.24-215.00 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 Contract No.24-215.00 relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law,subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then,in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City,its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51,RCW,solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party 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 Contract No.24-215.00 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 2l. 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 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 Contract No.24-215.00 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 etseg.,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 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Agreement for Services(without professional liability coverage) Page 7 of 8 Contract No.24-215.00 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 1X 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 the 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 and Fee Proposal(Exhibit A) C.Insurance Certificates(COI) The Parties have executed this Agreement this 30 day of �cr-Oozr 2024 . CITY OF SPOKANE VALLEY Consultant: Jo n Hohman,City Manager By:Lance Beck,President&CEO Greater Spokane Valley Chamber of Commerce APPROVED AS 0 FORM: Offic of the l Attorney Agreement for Services(without professional liability coverage) Page 8 of 8 Contract No: 24-215.00 Exhibit A Scope of Services - Greater Spokane Valley Chamber of Commerce The Consultant shall be responsible for the following tasks: Task 1-Events and Publications A. Consultant will partner with the City to co-host the Annual "State of the City"event to be given by the Mayor and/or other individuals(at the Mayor's discretion).The event will be held at the CenterPlace Regional Event Center or in a virtual format if necessary. o City will not count use of CenterPlace meeting spaces for the State of the City against Consultant's allotted number of(eight,) event space uses, o The Consultant shall be responsible for and arrange for payment of meals or refreshments to be served during the State of the City event. o The content of the program will be a joint effort of the Consultant and the City.The presentation given by the City will be developed by the City. o State of the City will be promoted as jointly-hosted by both the Consultant and the City. The Consultant and City staff will work together to plan and implement the event program. o Consultant will promote the event to its membership through traditional communications channels, including but not limited to email and social media. o The City shall not be required to go through the application process for Consultant endorsement of this event. B. Consultant shall coordinate and facilitate up to four informational meetings (forums),as appropriate,to promote community discussion regarding City projects, plans and/or initiatives that have community-wide interest and impact. o Meetings shall be open to the general public at no charge. o City will not charge use fees for meetings held at City-operated venues or virtual events. o Consultant shall promote these meetings to its membership through traditional communications channels,including but not limited to email and social media and will manage/track any registrations.The City shall not be required to go through the application process for Consultant endorsement of these events. C. Consultant shall develop and promote a"shop local,shop small"digital campaign in November and December during the holiday shopping season. o Consultant develops a branded campaign to promote the "Shop The Valley" message. City will pay the Consultant$3,500 for digital and/or broadcast advertising expenses. o Consultant shall name the City as a sponsor in the"Shop The Valley"digital and broadcast campaign components.The Chamber team will seek approval from identified local/small and larger national franchise businesses to be included in the"Shop The Valley"campaign.Participation in the campaign will be finalized by August 15,2025 to allow time for production. 1 Contract No: 24-215.00 o Materials will be produced by the City of Spokane Valley and be ready for use by October 31,2025. D. Consultant shall name the City as a formal Community Partner for the calendar year of 2025 on all major/signature event materials and on the GSVCC website.This level of collaboration is recognized as a$10,000 partnership. E. Consultant shall,by January 10,2025, provide a list of all major/signature events for the calendar year that will include the City's logo. F. Consultant shall develop a page on Consultant's website to highlight or link to resources on the City's website from consultant's page.The development of this page and content shall be mutually-determined and maintained by the Consultant. G. Consultant shall feature a City project,venue,event or Initiative two times per year as a highlighted feature story in the Chamber newsletter and digital feature elements(spotlight). H. Consultant shall name the City as a sponsor($2,500 level)of an event that educates youth in developing their entrepreneurial skills in either a single-day or multi-day format. Task 2—Business and Workforce Development A. The Consultant shall promote quarterly City-coordinated business development workshops to its membership through traditional communication channels,such as email and social media. o The workshops may include programs like Lunch and Learn,Let's Talk Shop,and What's Brewing. City experts may be asked to present at these events. o City will not charge a speaker fee if City staff are used to present as subject matter experts. o City-sponsored/hosted events shall be open to the general public at no charge. o City will not charge use fees for workshops at City-operated venues/virtual events. o The City shall not be required to go through the traditional application process for Consultant endorsement of these events.a B. The Consultant will invite,whenever possible,the City's Economic Development Specialist to accompany the Chamber on tours with the City of Spokane Valley businesses.The City will invite and/or introduce Consultant to businesses that are not already members of the Greater Spokane Valley Chamber of Commerce. C. The Consultant and the City shall partner to create opportunities for workforce development in the skilled trades and other industries by connecting education and other stakeholder partners, organizations,local educational administrators,teachers,students)to Spokane Valley businesses that utilize a traditional or trade-oriented workforce, providing career exploration, mentoring or work-based learning opportunities for students.Consultant will advocate for critical public policy and legislative priorities for the benefit of the regional economy,provided that such advocacy aligns with the Chamber's board-approved policy positions.Consultant will also coordinate with the City's Legislative Liaison or designee to ensure alignment,when appropriate, in advocacy efforts, D. Invite a City representative to attend AWB, Impact Washington, and workforce-related events as a partner of the Consultant when appropriate. In recent years,Consultant has hosted eight 2 Contract No: 24-215.00 events for its members at CenterPlace as part of its normal course of business. The Parties agree that there is mutual benefit for the Consultant to continue to host events at CenterPlace for its members and the Parties desire to memorialize this understanding.Accordingly, the Consultant may continue to host meetings and events as part of its normal course of business at CenterPlace to assist its members under this Agreement. Consultant shall reserve necessary rooms or portions of CenterPlace under its name for any such events and Consultant's insurance coverage and indemnification under this Agreement shall apply to all such events. The City will not charge use fees for the first eight meetings or events hosted by the Consultant as part of its normal course of business at CenterPlace to assist its members; provided that charges other than use fees,such as catering fees,will still apply to such events;and provided further that any meetings or events for election,campaign,or lobbying-related purposes shall be subject to the standard CenterPlace user fees.Consultant will list the City of Spokane Valley as a community investment partner for all major events,inclusive of all events held at CenterPlace. Task 3-Communications and Sharing of Data A. Consultant shall meet with the City at least once per month to discuss ongoing and upcoming projects and initiatives for both organizations.The Consultant shall provide the following: o A calendar of upcoming trainings and other events. o Any survey data and/or reports relating to business development in the City. o Progress reports regarding the development of the major Chamber Initiatives. B. The Consultant will collaborate with City staff to allow for opportunities to present information to the Consultant's Board regarding City projects, plans and/or initiatives. C. Consultant will provide agendas for meetings that include City-related topics,such as the Government Action Committee,Community Vitality(or other committee topics or initiatives)to the City's Economic Development staff at least three days prior to each meeting and consider inviting the City's representative to attend or speak on the topic. Task 4—Engagement:Committees, Legislative,Economic Development and Community Vitality or Other Consultant standing Committees: A. Consultant will notify the City of opportunities to participate in economic development or workforce studies conducted by or on behalf of Consultant that are likely to affect or impact the City,whether directly or indirectly. Consultant will convene and facilitate a unified voice on behalf of the business community and collaborate with the City on major initiatives,and long and short-term plans impacting businesses,community vitality projects,and/or current or future assets located within the City of Spokane Valley. Consultant will advocate for critical public policy and legislative priorities for the benefit of the regional economy and coordinate with the City's Legislative Liaison or designee. 3 Contract No: 24-215.00 Consultant shall invite City representative/s to be active members on Chamber committees that relate to mutually agreed upon goals.A list and description of committees shall be provided to the City by October for participation/consideration in the following year. Exhibit B Fee Payment Structure Consultant shall provide four quarterly invoices to the City for payment.See the invoice schedule below: "_'�:e�,�"Fhk,�I1+►�ctC�.ti�o..11�f ,�'�'t ,, }�`�i_�'4`i-r�niv�r F _�?(` � - arY G 4°�'e March 15,2025 $6,250.00 June 15,2025 $6,250.00 Sept.15,2025 $6,250.00 Dec.15,2025 $6,250.00 Marketing and Advertising $10,000.00,000 Campaigns and Sponsorships Total:$35,000.00 All invoices should be sent directly to accountspavablePspokanevallevwa.gov for processing of quarterly and Marketing/Advertising payments. The following expenses are in addition to the elements outlined in the Scope of Services as collaborative marketing projects that the City would pay the Consultant in 2025. • $3,500 for a digital collaborative"Shop The Valley"campaign.Ads shall include the City of Spokane Valley logo and ad content will be coordinated and reviewed by the City's Tourism and Marketing Manager. • $4,500 to serve as a sponsor of a program related to the development of entrepreneurship, workforce gaps,startup ecosystem or locally-owned company recognition. • $2,000 to fund a feature article in Consultant's Annual Magazine describing/highlighting Consultant/City collaboration and communitywide economic development strategies,and a digital member spotlight as described above(1G).The content/topic of each component of this will line item may vary and may not be connected/similar. Q/.3c)/�o:z-I Lance Beck Date President&CEO Greater Spokane Valley Chamber of Commerce 4 Issue Date 5/23/2024 Cert#:0000032546 NON PROFIT INSURANCE PROGRAM CERTIFICATE OF COVERAGE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE NPIP COVERAGE AGREEMENT BELOW.THIS CERTIFICATE OF COVERAGE 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 COVERED PARTY,THE COVERAGE AGREEMENT MUST BE ENDORSED.IF SUBROGATION IS WAIVED,SUBJECT TO THE TERMS AND CONDITIONS OF THE COVERAGE AGREEMENT,CERTAIN COVERAGE MAY REQUIRE AN ENDORSEMENT.A STATEMENT ON THIS CERTIFICATE DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH ENDORSEMENT(S). PROGRAM ADMINISTRATOR COMPANIES AFFORDING COVERAGE Clear Risk Solutions GENERAL LIABILITY 451 Diamond Drive NPIP/Munich Re.et al. Ephrata,WA 98823 AUTOMOBILE LIABILITY COVERED PARTY NPIP/Munich Re.et al. Greater Spokane Valley Chamber of Commer PROPERTY NPIP/Munich Re.et al. 10808 East Sprague Avenue MISCELLANEOUS PROFESSIONAL LIABILITY Spokane Valley,WA 99206 NPIP/Munich Re.et al. COVERAGES THIS IS TO CERTIFY THAT THE COVERAGES LISTED BELOW HAVE BEEN ISSUED TO THE COVERED MEMBER NAMED ABOVE FOR THE COVERAGE PERIOD INDICATED, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE NPIP COVERAGE AGREEMENT DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS,AND CONDITIONS OF SUCH COVERAGE AGREEMENT. LIMITS SHOWN BELOW MAY HAVE BEEN REDUCED BY PAID CLAIMS. LINE OF COVERAGE COVERAGE NUMBER EFF DATE EXP DATE DESCRIPTION LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY NPIP242564340 6/1/2024 6/1/2025 PER OCCURRENCE $2,000,000 OCCURRENCE FORM PER MEMBER AGGREGATE $4,000,000 INCLUDES STOP GAP—EMPLOYERS LIABILITY PRODUCT-COMP/OP $2,000,000 PERSONAL&ADV.INJURY $2,000,000 (LIABILITY IS SUBJECT TO A$350,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $50,000,000 AUTOMOBILE LIABILITY ANY AUTO NPIP242564340 6/1/2024 6/1/2025 COMBINED SINGLE LIMIT $2,000,000 (LIABILITY IS SUBJECT TO A$350,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE PROPERTY NPIP242564340 6/1/2024 6/1/2025 ALL RISK PER OCC EXCL EQ&FL $100,000,000 EARTHQUAKE PER OCC Excluded FLOOD PER OCC Excluded (PROPERTY IS SUBJECT TO A$350,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE NONE MISCELLANEOUS PROFESSIONAL LIABILITY NPIP242564340 6/1/2024 6/1/2025 PER CLAIM $2,000,000 (LIABILITY IS SUBJECT TO A$350,000 SIR PAYABLE FROM PROGRAM FUNDS) ANNUAL POOL AGGREGATE $40,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS Regarding Agreement for Consulting Services.City of Spokane Valley is named as Additional Covered Party regarding this contract only and is subject to coverage terms, conditions,and exclusions.Additional Covered Party endorsement is attached.The NPIP Coverage Agreement is primary and non-contributory. CANCELLATION NOTICE:SHOULD ANY OF THE ABOVE DESCRIBED COVERAGES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE COVERAGE AGREEMENT PROVISIONS. CERTIFICATE HOLDER AUTHORIZED REPRESENTATIVE City ofSpokane Valley � 10210 E Spraguee Avenue Spokane Valley,WA 99206 Coverage Number: NPIP242564340 Effective Date: 6/1/2024 Cert#:0000032546 Issue Date 5/23/2024 ADDITIONAL COVERED PARTY-DESIGNATED PERSON OR ORGANIZATION (GENERAL LIABILITY) THIS ENDORSEMENT CHANGES THE COVERAGE AGREEMENT.PLEASE READ IT CAREFULLY This endorsement modifies Coverage provided under the following: GENERAL LIABILITY COVERAGE PART This endorsement changes the Coverage Agreement effective on the inception date of the Coverage Agreement unless another date is indicated above. Providing the certificate of coverage that this endorsement is attached to has been issued by and is on file with the Company,the following applies. SCHEDULE Person or Organization(Additional Covered Party): City of Spokane Valley 10210 E Sprague Avenue Spokane Valley,WA 99206 Description of Activities/Operations/Designated Premises: Regarding Agreement for ConsultingServices. Cityof Spokane Valley is named as Additional Covered Party regarding this 9 9 9 contract only and is subject to coverage terms, conditions, and exclusions.Additional Covered Party endorsement is attached. The NPIP Coverage Agreement is primary and non-contributory. A. With respects to the General Liability Coverage Part only,the definition of Covered Party in the Liability Conditions, Definitions and Exclusions section of this Coverage Agreement is amended to include as a Covered Party the Person or Organization shown in the above Schedule.Such Person or Organization is a Covered Party only with respect to liability for Bodily Injury, Property Damage,or Personal and Advertising Injury caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In performance of your ongoing operations; or 2. In connection with your premises owned or rented to you. B. The Limits of Coverage applicable to the additional Covered Party are those specified in either the: 1. Written contract or written agreement;or 2. Declarations for this Coverage Agreement, whichever is less.These Limits of Coverage are inclusive and not in addition to the Limits of Coverage shown in the Declarations. All other terms and conditions remain unchanged.