Loading...
25-032.00CustomEnergyConsultantsEnergyEfficiencyRetrofitsCenterPlace Contract No. 25-032 CONSTRUCTION AGREEMENT HE Solutions,LLC dba Custom Energy Consultants TIPS#23100202 THIS CONSTRUCTION AGREEMENT(the"Agreement") is made by and between the City of Spokane Valley, a code City of the State of Washington ("City") and HE Solutions, LLC, a Washington limited liability company, dba Custom Energy Consultants, ("Contractor") jointly referred to as the "Parties". IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows: 1.Work to Be Performed. Contractor shall do all work and furnish all labor,supervision,tools,materials, supplies,and equipment and other items necessary for the construction and completion of the CenterPlace EE024 Energy Retrofit project(the "Work")in accordance with the Scope of Work outlined in Exhibit A and in accordance with this Agreement,all exhibits hereto(which are by this reference incorporated herein and made part hereof and referred to as the"Contract Documents"), and shall perform any changes in the work in accordance with the Contract Documents. The terms and provisions in this Agreement shall control over any inconsistent or incompatible terms in any other Contract Document. Contractor shall,for the amount set forth in paragraph 4,below,assume and be responsible for the cost and expense of all work required for constructing and completing the Work and related activities to the City's satisfaction, provided for in the Contract Documents, within the time limits prescribed in the Contract Documents. The City Manager or designee shall administer and be the primary contact for Contractor. Upon notice from City,Contractor shall promptly commence work,complete the same in a timely manner,and cure any failure in performance under this Agreement. Unless otherwise directed by City, all work shall be performed in conformance with the Contract Documents, and all City, state, and federal standards, codes, ordinances, regulations, and laws as now existing or as may be adopted or amended. 2. Time for Performance. Contractor shall commence the Work as soon as possible but no later than 10 days of receipt of a notice to proceed and shall complete the Work within the times specified in the Contract Documents. This Agreement may be extended according to the contract executed between The Interlocal Purchasing System("TIPS"),and Contractor on December 15,2023,entitled TIPS RCSP 23100202 Energy and Water Efficiency Goods and Services JOC(Part 2)(hereinafter referred to as the"TIPS Agreement"), upon mutual agreement of the Parties. 3. Liquidated Damages. Time is of the essence for this Agreement. Delays cause inconvenience to the residents of City and cost taxpayers undue sums of money, adding time needed for administration, engineering, inspection, and supervision. It is impractical for City to calculate the actual cost of delays. Accordingly, Contractor agrees to pay liquidated damages for failure to achieve Substantial Completion(as defined in the Contract Documents)which shall be in the amount of$250.00 per day. These liquidated damages are not a penalty, but are fixed and agreed upon by and between Contractor and City because of the impracticability and difficulty of fixing and ascertaining the actual damages that City would sustain in the event that the Work is not completed in accordance with the Contract Documents. Liquidated damages may be retained by City and deducted from payments otherwise due to the Contractor. Notwithstanding the liquidated damages contemplated herein,Contractor shall not be liable or responsible Centerplace EE024-CEC CN Agrmnt. Page 1 of 10 for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond Contractor's reasonable control,including without limitation force majeure events as contemplated herein(Section 30). 4. Compensation. In consideration of Contractor performing the Work,City agrees to pay Contractor in accordance with the Contract Documents up to a maximum sum of 240,587.69, plus Washington State Sales Tax of$21,412.31 (if applicable),for a total of 1262,000.00,based on the bid submitted by Contractor (Exhibit A), and as may be adjusted in accordance with the Contract Documents. By entering into this Agreement, Contractor certifies that all costs listed in Exhibit A are and shall be capped at the amounts described in pages 10 through 13 of Contractor's"Supplier Response"to the Request for Proposal by TIPS for Energy and Water Efficiency Goods and Services(2 Part with JOC)-23100202. 5. Payment. Contractor may elect to be paid in monthly installments,upon presentation of an application for payment in a form satisfactory to City. Applications for payment shall be sent to the City Finance Department at the address stated in paragraph 6. Pursuant to chapter 60.28 RCW,five percent of the compensation due Contractor shall be retained by City. 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 Contract Documents,City standards,City Code,state standards,or federal standards. 6.Notice. Notice other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONTRACTOR: Name:Marci Patterson,City Clerk Name:Michael James Phone:(509)720-5000 Phone:(509)928-2442 Address: 10210 East Sprague Avenue Address: 2818 N Sullivan Rd, Suite 100 Spokane Valley,WA 99206 Spokane Valley,WA 99216 7.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with all applicable federal,state, and local laws, codes, and regulations. This includes all requirements of job order contracts pursuant to RCW 39.10.440 and 39.10.450. 8. Certification Reaardina Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Contractor 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; 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 Centerplace EE024-CEC CN Agrmnt. Page 2 of 10 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. 9. Prevailing Wages on Public Works. Contractor,any subcontractor,or other person doing work under this Agreement, shall comply with the requirements of chapter 39.12 RCW, and shall pay each employee an amount not less than the Prevailing Rate of Wage, as specified by the Industrial Statistician of the Washington State Department of Labor and Industries("L&I"). If employing labor in a class not shown, Contractor shall request a determination of the correct wage rate for the class and locality from the Industrial Statistician. Contractor shall provide a copy of any such determinations to City. Before commencing, during, and upon completion of the work, Contractor shall file all forms and pay all fees required by L&I and shall indemnify and hold City harmless from any claims related to its failure to comply with chapter 39.12 RCW. The following information is provided pursuant to RCW 39.12.030: A.State of Washington prevailing wage rates applicable to this public works project,published by L&I,are located at the L&I website address: https://lni.wa.gov/licensing-permits/public-works-projects/prevailing-wage-rates/ B.This Project is located in Spokane County. C.The effective prevailing wage date is the same date as the bid due date as referenced in the original request for bids and as may be revised by addenda. A copy of the applicable prevailing wage rates is also available for viewing at the City Community&Public Works Department located at 10210 East Sprague Avenue, Spokane Valley, WA 99206. Upon request, City will mail a hard copy of the applicable prevailing wages for this project. 10. Relationship of the Parties. It is understood and agreed that Contractor shall be an independent contractor and not the agent or employee of City,that City is interested only in 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 Contractor. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Contractor. Contractor shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 11.Ownership of Documents. All drawings,plans, specifications,and other related documents prepared by Contractor 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. 12.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 Contractor'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. 13.Warranty. Unless provided otherwise in the Contract Documents,Contractor warrants that all Work and materials performed or installed under this Agreement are free from defect or failure for a period of one year following final acceptance by City, unless a supplier or manufacturer has a warranty for a greater Centerplace EE024-CEC CN Agrmnt. Page 3 of 10 period,which warranty shall be assigned or transferred to City. In the event a defect or failure occurs in work or materials, Contractor shall,within the warranty period,remedy the same at no cost or expense to City. This warranty provision shall not be construed to establish a period of limitation with respect to Contractor's other obligations under this Agreement. 14.Contractor to Be Licensed and Bonded. Contractor shall be duly licensed,registered,and bonded by the State of Washington at all times this Agreement is in effect. 15.Contractor to Provide Performance and Payment Bonds. Contractor shall provide a payment bond and a performance bond in the full amount of the Agreement on the City's bond forms. Alternatively, Contractor may elect to have the City retain 10%of the Agreement amount in lieu of providing the City with a payment bond and a performance bond,pursuant to RCW 39.08.010(3). 16. Insurance. Contractor shall procure and maintain insurance, as required in this Section, without interruption from commencement of the Contractor's work through the term of the Contract and for 30 days after the physical completion date,unless otherwise indicated herein. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types 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 liability, independent contractors, products-completed operations for a period of three years following substantial completion of the work for the benefit of the City, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit, using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B.Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence,$2,000,000 general aggregate,and no less than a$2,000,000 products-completed operations aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Contractor's insurance coverage shall be primary insurance with respect to City. Any Centerplace EE024-CEC CN Agrmnt. Page 4 of 10 insurance, self-insurance, or insurance pool coverage maintained by City shall be excess of Contractor's insurance and shall not contribute with it. 2.Contractor shall fax or send electronically in.pdf format a copy of insurer's cancellation notice within two business days of receipt by Contractor. 3. If Contractor 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 Contractor, irrespective of whether such limits maintained by Contractor 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 Contractor. 4.Failure on the part of Contractor to maintain the insurance as required shall constitute a material breach of this Agreement, upon which the City may, after giving at least five business days' notice to Contractor to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew 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 Contractor from the City. D.No Limitation. The Contractor's maintenance of insurance,its scope of coverage,and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance,or otherwise limit the City's recourse to any remedy available at law or in equity. i E.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. F. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Contractor shall furnish acceptable insurance certificates to City at the time Contractor returns the signed Agreement,which shall be Exhibit B. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Contractor shall be financially responsible for all pertinent deductibles,self-insured retentions,and/or self-insurance. G. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may,after giving at least five business days' notice to Contractor to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith,with any sums so expended to be repaid to the City on demand,or at the sole discretion of the City,offset against funds due Contractor from the City. H. Subcontractor Insurance. Contractor shall cause each and every subcontractor to provide insurance coverage that complies with all applicable requirements of Contractor-provided insurance as set forth herein, except Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by subcontractors. Contractor shall ensure that the City is an additional insured on each subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. 17. Indemnification and Hold Harmless. Contractor shall defend, indemnify and hold the City, its Centerplace EE024-CEC CN Agmmt. Page 5 of 10 officers,officials,employees and volunteers harmless from any and all claims,injuries,damages,losses or suits including attorney fees,arising out of or in connection with the performance of this Agreement,except for injuries and damages caused by the sole negligence of the City. 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 Contractor and the City,its officers, officials, employees,and volunteers,the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance,Title 51 RCW, solely for the purposes 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. 18.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. No waiver in one instance shall be held to be 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. 19. Assignment and Delegation. Neither party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other party. 20. Confidentiality. Contractor may, from time-to-time, receive information which is deemed by City to be confidential. Contractor shall not disclose such information without the prior express written consent of City or upon order of a Court of competent jurisdiction. 21. Disputes. All disputes arising under or related to this Agreement that cannot be resolved through informal discussion and negotiations shall be resolved by litigation filed in the Superior Court of the State of Washington for Spokane County,unless otherwise required by applicable federal or state law. 22. Costs 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 or arbitration(including expert witness fees). 23. Subcontractor Responsibility.As required by RCW 39.06.020,Contractor shall verify responsibility criteria for each first tier subcontractor and its subcontractors of any tier that hires other subcontractors shall verify responsibility criteria for each of its subcontractors. Verification shall include that each subcontractor, at the time of subcontract execution, meets the responsibility criteria listed in RCW 39.04.350(1) and possesses an electrical contractor license, if required by chapter 19.28 RCW, or an elevator contractor license if required by chapter 70.87 RCW. This verification requirement shall be included in every subcontract of every tier. 24.Jurisdiction and Venue.This Agreement is entered into in Spokane County,Washington. Venue shall be in Spokane County,State of Washington. 25.Entire Agreement. This 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. The City,as a member of TIPS,procured Contractor via the aforementioned TIPS Agreement. As stated therein, Contractor is solely responsible for complying with Centerplace EE024-CEC CN Agmint. Page 6 of 10 all applicable terms and conditions of the TIPS Agreement. Contractor further agrees to notify the City of any noncompliance. 26.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement, shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 27. Business Registration. Prior to commencement of Work under this Agreement, Contractor shall register with the City as a business if it has not already done so. 28. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Contractor,for itself,its assignees,and successors in interest agrees as follows: A. Compliance with Regulations. Contractor 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. Contractor,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. Contractor 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 Contractor 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 Contractor of Contractor'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. Contractor 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 Contractor is in the exclusive possession of another who fails or refuses to furnish the information, Contractor 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 Contractor'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 Contractor under the Agreement until Contractor complies; and/or 2. Cancelling,terminating,or suspending the Agreement,in whole or in part. F. Incorporation of Provisions. Contractor shall include the provisions of Section 28 of this Agreement in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts,regulations and directives issued pursuant thereto.Contractor shall take Centerplace EE024-CEC CN Agrmnt. Page 7 of 10 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 Contractor becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Contractor may request that the City enter into any litigation to protect the interests of the City. In addition, Contractor 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 Contractor 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 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; Centerplace EE024-CEC CN Agnnnt. Page 8 of 10 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.). 29. 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. 30. Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement,for any failure or delay in fulfilling or performing any term of this Agreement(except for any obligations to make previously owed payments to the other Party hereunder) when and to the extent such failure or delay is caused by or results from acts beyond the impacted Parry's ("Impacted Party") reasonable control, including, without limitation, the following force majeure events ("Force Majeure Event(s)")that frustrates the purpose of this Agreement: (a) acts of God; (b) flood, fire, earthquake or explosion; (c)war, invasion, hostilities(whether war is declared or not),terrorist threats or acts,riot or other civil unrest;(d)government order or law which take effect subsequent to the date of this Agreement; (e) actions, embargoes or blockades which take effect after the date of this Agreement; (g) national or regional emergency;(h)strikes, labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection(which is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or pandemic,or serious illness);(j)emergency state;(k)shortage of adequate medical supplies and equipment; and(1)shortage of power or transportation facilities; 31.Relevant Grant Provisions. The Consultant shall follow all applicable terms of Exhibit D, and shall include these terms in any subcontracts: A. This Agreement is funded in whole or in part by the Climate Commitment Act. Thus, any website, announcement, press release, and/or publication (written, visual, or sound)used for media-related activities,publicity,and public outreach issued by or on behalf of the City by Consultant which reference programs or projects related to this Agreement shall contain the following statement: "The WA Department of Commerce climate planning grant is supported with funding from Washington's Climate Commitment Act. The CCA supports Washington's climate action efforts by putting cap-and- invest dollars to work reducing climate pollution,creating jobs,and improving public health. Information about the CCA is available at www.climate.wa.gov." Further, Contractor shall ensure that Climate Commitment Act branding appears on work completed by or on behalf of the City. The CCA logo must be used in the following circumstances consistent with the branding guidelines: i. Any project related website or webpage that includes logos from other funding partners; ii. Any publication materials that include logos from other funding partners; iii. Any on-site signage including pre-during Construction signage and permanent signage at completed project sites;and iv. Any equipment purchased with CCA funding through a generally visible decal. Centerplace EE024-CEC CN Agnnnt. Page 9 of 10 B. Neither Commerce nor the State of Washington are liable for claims or damages arising from Contractor's or any subcontractor's performance. 32. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Work/Cost Statement B. Insurance Endorsements C. Performance and Payment Bond D. Department of Commerce Grant Agreement with Spokane Valley 25-92601-024 The Parties have executed this Agreement this / day of February, 2025. CITY OF SPOKANE VALLEY: Contractor: H.E. Solutions, LLC, a Washington limited liability company, dba Custom Energy Consultants ohn Hohman, City Manager By: Michael J ►es,Vice President Its: Authorized Representative APPROVED S TO F RM: O fice oft City Attorney Centerplace EE024-CEC CN Agrmnt. Page 10 of 10 EXHIBIT A SCOPE OF CONSTRUCTION SERVICES This scope includes targeted construction services related to the EE-024 grant and the requirements of the Clean Buildings Act(CBA) for the CenterPlace Regional Events Center located at 2426 N Discovery PI, Spokane Valley,WA 99216. The scope of services listed reflect the work needed to complete lighting and retro-commissioning work for CenterPlace.The services reflected in this Exhibit match the scope of work that is reimbursable by WA Commerce(EE-024 grant program). Once contracted, Custom Energy Consultants (Custom Energy or CEC) will complete the following services: Lighting: a. Facility will be surveyed by the lighting replacement subcontractor who will develop a detailed fixture selection and proposed project phasing plan based on the work needed to complete each work area. b. Lighting replacement subcontractor and Custom Energy will review the plan and will coordinate construction activity with building ownership. c. Materials will be acquired so as to avoid delay. d. Project implementation requirements will be discussed and agreed upon between Custom Energy and building ownership.These requirements will include topics like equipment and tool storage/staging,cleaning,furniture relocation,access restrictions,working hours,etc. e. Subcontractor's implementation plan will be revised and submitted to owner for approval and implementation. f. Lighting subcontractor will work through the project's scope room-by-room,completing the lighting replacement scope entirely in one area before moving onto another. Custom Energy will review the completed work,will test and verify that the plan has been implemented completely and will coordinate punch walks with the owner periodically to provide constructive and corrective feedback to the lighting subcontractor as the project progresses. g. Interior Lighting i. Retrofit existing 2x4 fixtures with LED direct wire(no ballast)LED lamps ii. Retrofit existing CFL can lights with new LED can light retrofits iii. Retrofit existing white board lights with new LED direct wire LED lamps iv. Retrofit T5HO lamps with new direct wire LED lamps v. Retrofit CFL's with LED kits so they fit in the space for wall sconces vi. Retrofit globes in common space with new LED direct wire lamps-Non dimming h. Exterior Lighting i. Retrofit existing pole fixtures with new LED lamps ii. Retrofit existing wall packs with new LED lamps-no longer rebate approved i. Application of utility purveyor(Avista)rebate for lighting upgrades. j. Nearing the end of the project, CEC will host an owner punch walk and will collect operations and maintenance information for the newly installed lighting. The punch walk will include review of the lighting installation work and development of a punchlist for the lighting contractor to address. k. The operations and maintenance information will include all maintenance and product information on the newly installed lighting in addition to warranty information for the installed products. 1. Exclusions i. Stage lighting. Page 1 of 5 ii. Modifications to existing dimming systems.If LED lamps are not compatible with the existing dimming system,those areas will be excluded from the project. iii. Overtime and shift differential.This contract assumes the project can be completed during normal business hours. iv. Replacement of any equipment or system except those components specified above is not included. It is assumed that existing equipment to remain is functioning per City staff, latest record drawings and manufacturer specs. v. Anything not specifically listed. Retro Commissioning: a. Analysis and Planning: i. Custom Energy will develop an HVAC load calculation model of the building and its installed HVAC system to determine the amount of air and water required at each terminal unit in the building. The results of this analysis will be used to develop balancing requirements. b. Pre-TAB Field Measurements: i. HVAC balancing agent will work with a controls system operator to collect field measurements of the air and water flows into and through existing terminal units. These measurements will be recorded and submitted to Custom Energy in a balancing report. This balancing report will include any deficiencies and issues identified by the balancing contractor in addition to the air/water measurements made by the balancer and the simultaneous control system's read airflow value. ii. Custom Energy will develop and submit a report to the owner that summarizes the work completed, deficiencies found, and scope of work required for subsequent phases of the retro-commissioning work. iii. Custom Energy will test the existing glycol solution to determine concentration of glycol and compare against specifications from the original design of the building. Results will be shared with the City. c. Repair Deficiencies: i. Custom Energy will price and prioritize the list of required repairs and will work with building ownership to schedule and repair these deficiencies. d. Final TAB Field Measurement: i. HVAC balancing agent will establish calibration and flow settings at each of the building's terminal units and critical sensors (flow measurement devices, temperature and pressure sensors,relays and energy monitoring devices),and will verify and set central units like pumps and fans to respond to changes in the system's control system as required by the sequence of operations. ii. This process will include complete air and water balancing throughout the building. iii. Balancer will conclude this process with the submittal of a balancing report that will show the final airflow, pressure, temperature and water flow settings for all devices in the building. This information will be included in the building's operations and maintenance manual as the recommended setpoints for the system. Adjustments to AutomatedLogic will be made by a combination of Carrier, the Balancer,and Custom Energy staff. e. Project Closeout i. Custom Energy will create a deficiency log that includes any remaining identified deficiencies to be addressed by building ownership. The owner will correct these deficiencies separately. ii. Nearing the end of the project,CEC will host an owner punch walk and inform the owner on the findings of this retro-commissioning process including what Page 2 of 5 changed,the expected energy savings resulting from the changes/corrections,and the remaining work needed. iii. Custom Energy will develop an entry to the operations and maintenance manual to document the changes and recommended setpoints for the building. f. Exclusions i. Control panel replacements. ii. Major equipment replacements. iii. Glycol replacement.City staff have indicated that the existing glycol was recently replaced with the expansion tank replacement project(email from Deanna Horton 9.20.2024).The existing glycol solution will be tested as part of this project. iv. Overtime and shift differential.This contract assumes the project can be completed during normal business hours. CEC will coordinate with Centerplace staff to minimize disruptions to operations and users as much as possible. v. Replacement of any equipment or system except those components specified above is not included. It is assumed that the existing equipment to remain is functioning per City staff, latest record drawings and manufacturer specs. vi. Egress lighting design. vii. Anything not specifically listed. Timeline For Performance The expected schedule for active construction for the project is February 17,2025 through June 30,2025. If contracting is delayed by either WA Commerce, or the City of Spokane Valley, this schedule will be extended accordingly. 1. February 12,2025:Contract between City and CEC is executed. Notice to Proceed issued. 2. February 13,2025:Lighting materials ordered 3. February 17,2025:Approximate date of Mobilization for both lighting and RCx 4. May 23,2025: Substantial Completion,Warranty Letter,Commencement of Energy Savings,Final Invoice for lighting 5. June 25,2025:Substantial Completion,Warranty Letter,Commencement of Energy Savings,Final Invoice for RCx 6. July 31,2025:Project closeout materials delivered to the City Substantial Completion is when the progress of the Work is complete following the Contract Documents such that the owner can utilize the Work for the intended purpose. Assumptions 1. Lighting materials are readily available in Spokane with no lead time. 2. The City will provide information as needed including record drawings,commissioning reports,TAB reports, etc. 3. The City will provide access to the building and stakeholders as needed to complete the work and present findings. 4. The City will allow use of on-site restrooms and water fountains. 5. This contract assumes the project can be completed during normal business hours. CEC will coordinate with Centerplace staff to minimize disruptions to operations and users as much as possible. 6. This contract is based on preparations to purchase,receive,handle,and stage material on site as well as to place construction debris in a dumpster located on site by CEC if required. 7. This contract does not include any extra equipment or materials. 8. This contract does not include hazardous material removal and/or abatement(asbestos,mold,lead,etc.). It is assumed that the City will bear any costs associated with hazardous material identification and abatement. 9. No code updates or rectification are required for this project. 10. The existing egress lighting system is adequate and was designed correctly. Page 3 of 5 If any of these assumptions are not valid,Custom Energy may be entitled to additional fee and/or a schedule extension as applicable for the required work. Project Cost: All costs submitted to the City for Reimbursement will be by line item. Each line item shall include documented verification that the costs submitted are within the amounts as described in pages 10 through 13 of Contractor's "Supplier Response"to the Request for Proposal by TIPS for Energy and Water Efficiency Goods and Services(2 Part with JOC)-23100202. Table 1:Custom Energy Contract w/o Sales Tax Description Cost Lighting $149,432.84 Retro Commissioning $91,154.85 Total Custom Energy Contract $240,587.69 Table 2:Total Project Cost w/Sales Tax Description Cost Lighting $149,432.84 Lighting Sales Tax(8.9%) $13,299.52 Retro Commissioning $91,154.85 Retro Commissioning Sales Tax(8.9%) $8,112.78 Total Project Cost $262,000.00 Table 3:Custom Energy Breakdown-Lighting Lighting Amount Hourly Rate Hours $107,067.93 Arctic Electric(Subcontract) $3,188.60 Bond $110,256.53 Subtotal Cost $16,538.48 CEC Markup(15%) $12,250.00 $175 70 CEC Project Management(Greg Henson) $4,875.00 $195 25 CEC Project Development(Mike James or Brandon Crane) $5,512.83 Mobilization(5%of subtotal) $149,432.84 Total Lighting Cost Page 4 of 5 Table 4: Custom Energy Breakdown—Retro-Cx Retro-Cx Amount Hourly Rate Hours $5,900.00 Covenant Engineering(Subcontract) $18,950.00 Air Commander(Subcontract) $20,971.06 Carrier(Subcontract) $2,556.87 Bond $48,377.93 Subtotal Cost $8,708.02 CEC Markup(18%) $8,750.00 $175 50 CEC Project Management(Greg Henson) $3,900.00 $195 20 CEC Project Development(Mike James or Brandon Crane) $19,000.00 $190 100 CEC Controls Technician(TBD) $2,418.90 Mobilization(5%of subtotal) $91,154.85 Total Retro-Cx Cost Project Management includes all activities and services required to manage CEC's labor force or its Subcontractors for the purchase and installation of the equipment as applicable in the Construction Contract.These include but are not limited to contract administration,preparation of meeting minutes, schedule creation,issuance of request for proposals(RFP),submittal processing,purchasing,invoicing, development and delivery of as-built drawings and creation and delivery of project closeout documents. Project Development includes all activities and services required to support CEC's project manager with technical details of the work. Page 5 of 5 �......41 HESOLUT-01 DMUNYAKA ACORO CERTIFICATE OF LIABILITY INSURANCE DATED/YYYY) `.�—� 2/4/2/4/2025 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 CETNOW NAME: Hub International Northwest LLC PHONE FAX PO Box 3144 (A/c No,Ext): I(A/C,No): E-MAIL Spokane,WA 99220 DREss:none@hub.com INSURER(S)AFFORDING COVERAGE _NAIC N INSURER A:Mesa Underwriters Specialty Insurance 36838 INSURED INSURER B:United Financial Casualty Company 11770 H E Solutions LLC dba Custom Energy Consultants INSURER C:Nautilus Insurance Company 17370 2818 N Sullivan Rd Ste 100 INSURER D:Lloyd's of London 15792 Spokane Valley,WA 99216 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ''ADDL SUBR' POLICY NUMBER POLICY EFF POLICY EXP ' LIMITS LTR W INSD VD IMMIDDIYYYY1 IMMIDOIYYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR MP0046006020809 8/9/2024 8/9/2025 DAMAGE TO RENTED 300,000 L PREMISES(Ea occurrence) $ 10'000 MED EXP(Any one person) $ PERSONAL&ADV INJURY ' $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY .1 LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ • B AUTOMOBILE LIABILITY (Ea accident) COMBINED tSINGLE LIMIT $ 1,000,000 ANY AUTO 00286649-1 9/12/2024 9/12/2025 I BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOSE� ONLY AUTOSyyNE BODILY INJURY(Per accident) $ AUTOS ONLY AUUTOS ONLY (PROPERTY cntDAMAGE $ $ C UMBRELLA UAB X OCCUR EACH OCCURRENCE $ 2,000,000 X EXCESS UAB CLAIMS-MADE' AN1323297 8/21/2024 8/9/2025 AGGREGATE $ 2,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER AND EMPLOYERS'LIABILITY Y/N _.STATUTE I ERH ANY PROPRIETOR/PARTNER/EXECUTIVE - E.L.EACH ACCIDENT S OpFFICER/MEMBER EXCLUDED? N/A - (Mandatory m NH) E.L.DISEASE-EA EMPLOYEE S If yes,describe under - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Errors&Omissions/P PSN0140046557 8/8/2024 8/8/2025 Each Occurrence 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Spokane Valley is additional insured as regards General Liability per attached form CG 20 10 12 19.Coverage is on primary and non-contributory basis per attached form CG 20 01 12 19.Waiver of subrogation applies per attached form CG 24 04 12 19.30-day notice of cancellation applies per attached form CG 02 24 10 93 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE dIti,1t' ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CONTRACTUAL LIABILITY AMENDMENT- (PERSONAL AND ADVERTISING INJURY) If it is required in a written contract, written agreement or written permit with the Named Insured that any contractual liability exclusion for"personal and advertising injury" be removed from the policy, then Paragraph 2. Exclusions e. Contractual Liability of SECTION I—COVERAGES-COVERAGE B- PERSONAL AND ADVERTISING INJURY LIABILITY is deleted in its entirety and replaced with the following: e. Contractual Liability "Personal and advertising Injury" for which the insured has assumed liability in a contract or agreement arising out of an "advertisement." This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. BLANKET ADDITIONAL INSUREDS -AS REQUIRED BY CONTRACT Subject to the Primary and Non-Contributory provision set forth in this endorsement, SECTION II -WHO IS AN INSURED is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, written agreement or written permit to add as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for"bodily injury" or"property damage" or, to the extent applicable under the Coverage Part to which this endorsement applies, "personal and advertising injury" caused, in whole or in part, by: A. Your ongoing operations, "your product," or premises owned or used by you. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to"bodily injury", "property damage" or, to the extent applicable under the Coverage Part to which this endorsement applies, "personal and advertising injury"arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrong-doing in the supervision, hiring, employment, training or monitoring of others by that insured, if the"occurrence"which caused the"bodily injury" or"property damage", or, to the extent applicable under the Coverage Part to which this endorsement applies, the offense which caused the"personal and advertising injury," involved the rendering of, or failure to render, any professional architectural, engineering or surveying services. B. Your maintenance, operation or use of equipment, other than aircraft, "auto" or watercraft, rented or leased to you by such person or organization.A person or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such rented or leased equipment ends. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence"which takes place after the rental agreement or equipment lease expires. C. Your lease of premises from any person or organization, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. This insurance does not apply to any"occurrence"which takes place after you cease to be a tenant of that premises. MUS 01 01 20156 0321 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 5 Insured Copy D. Your ownership, maintenance or use of your premises but only with respect to the liability of any person or organization as mortgagee, assignee or receiver. This insurance does not apply to any"occurrence"which takes place after the mortgage is satisfied, or the assignment or receivership ends. E. Your operations performed by you or on your behalf for any state or governmental agency or subdivision or political subdivision, but only with respect to that state or governmental agency or subdivision or political subdivision for which a permit or authorization has been issued. The provisions of this coverage extension do not apply unless the written contract or written agreement has been signed by the Named Insured,or the written permit issued,prior to the"bodily injury"or "property damage" or, to the extent applicable under the Coverage Part to which this endorsement applies, "personal and advertising injury." DAMAGE TO PREMISES RENTED TO YOU The Limit of Insurance for Damage To Premises Rented To You referenced in Paragraph 6 of SECTION III is increased to$500,000. PRIMARY AND NON-CONTRIBUTORY PROVISION The following is added to Paragraph 4. Other Insurance, b. Excess Insurance under SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS: With respect to any person or organization included as an additional insured under this policy, this insurance shall be excess over any other insurance that person or organization has and such other insurance shall be primary unless: A. The additional insured is a Named Insured under such other insurance; B. You have agreed in a written contract, written agreement or written permit to include that additional insured on your General Liability policy on a primary and/or non-contributory basis; and C. The written contract or written agreement has been signed by the Named Insured,or written permit issued, prior to the"bodily injury" or"property damage"or, to the extent applicable under the Coverage Part to which this endorsement applies, "personal and advertising injury." D. With respect to indemnity, you have been adjudicated liable in full for the"bodily injury" or "property damage"or, to the extent applicable under the Coverage Part to which this endorsement applies, "personal and advertising injury". MUS 01 01 20156 0321 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 5 Insured Copy BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY The following is added to Paragraph 8. Transfer of Rights Of Recovery Against Others To Us under SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS: We will waive any right of recovery we may have against a person or organization because of payments we make for"bodily injury" or"property damage"arising out of your ongoing operations or"your work" done under a written contract or written agreement and included in the"products-completed operations hazard," if: A. You have agreed to waive any right of recovery against that person or organization in a written contract or written agreement prior to loss; B. Such person or organization is an additional insured on your policy; and C. You have assumed the liability of that person or organization in that same contract. and it is an "insured contract". The section above only applies to that person or organization identified above, and only if the"bodily injury" or"property damage" occurs subsequent to the execution of the written contract or written agreement. CONTRACTUAL LIABILITY (RAILROADS) The following is added to Paragraph 9. "Insured Contract" of SECTION V—DEFINITIONS: Paragraph c. is deleted in its entirety and replaced with the following: c. Any easement or license agreement; Paragraph f. (1) is deleted in its entirety. WAIVER OF GOVERNMENTAL IMMUNITY We will waive, both in the adjustment of claims and in the defense of"suits" against the insured, any governmental immunity of the insured, unless the insured requests in writing that we not do so. Waiver of immunity as a defense will not subject us to liability for any portion of a claim or judgment in excess of the applicable limit of insurance. All other terms and conditions of this policy remain unchanged. MUS 01 01 20156 0321 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 5 of 5 Insured Copy POLICY NUMBER: CPS7844327 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations CITY OF SPOKANE VALLEY SPOKANE VALLEY CITY HALL Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or equipment 1. Your acts or omissions; or furnished in connection with such work, on the 2. The acts or omissions of those acting on your project (other than service, maintenance or behalf; repairs) to be performed by or on behalf of the in the performance of your ongoing operations for additional insured(s) at the location of the the additional insured(s) at the location(s) covered operations has been completed; or designated above. 2. That portion of "your work" out of which the However: injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization other than another contractor or subcontractor insured only applies to the extent permitted by engaged in performing operations for a principal law; and as a part of the same project. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section III—Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the applicable required by a contract or agreement, the most we limits of insurance. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 ©Insurance Services Office, Inc., 2018 CG 20 10 12 19 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. 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 CG 20 01 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: CPS7844327 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s)Or Organization(s): CITY OF SPOKANE VALLEY 10210 E SPRAGUE AVE SPOKANE VALLEY WA 99206-3682 UNITED STATES Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s)shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: CPS7844327 COMMERCIAL GENERAL LIABILITY CG 02 24 10 93 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Number of Days' Notice 30 (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. CG 02 24 10 93 Copyright, Insurance Services Office, Inc., 1992 Page 1 of 1 0 Bond No.YCN7470408 Document A312 TM — 2010 Conforms with The American Institute of Architects AIA Document 312 Performance Bond CONTRACTOR: SURETY: (Name,legal status and address) (Name,legal status and princhml place of business) HE Solutions,FIX dba Custom Energy Consultants Old Republic Surety Company 2818 N Sullivan Rd,Suite 100 6519 N Maple St,Ste B This document has Important legal Spokane Valley,WA 99216 Spokane,WA 99208 consequences.Consultation With Mailing Address for Notices an attorney Is encouraged with 6519 N Maple St,Ste B respect to its completion or modification. OWNER: Spokane,WA 99208 Any singular reference to (Name,legal status and address) Contractor,Surety,Owner or City of Spokane Valley other party shall be considered plural where applicable. 10210 E.Sprague Avenue Spokane Valley,WA 99206 CONSTRUCTION CONTRACT Date: 2/10/2025 Amount:$262,000.00 Two Hundred Sixty-two Thousand And No/100 Description: (Name and location) CenterPlace EE024 Energy Retrofit 2426 N Discovery P1 Spokane Valley,WA 99216 BOND Date:2/11/2025 (Not earlier than Construction Contract Date) Amount:$262,000.00 Two Hundred Sixty-two Thousand And No/100 Modifications to this Bond: ® None Sec Section 16 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) HE Solutions,LLC dba Custom Energy Consultants Old Republic Surety Company SIgnature: 4� ,/ Signature: Name I( Q ,jgyt,,QS Name Travis Long and Title: U cc„‘cca‘A and Title: Attorney-in-Fact (Any additional signatures appear on the last page of this Performance Bond.) (FOR INFORMATION ONLY—Name,address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: HUB International Northwest,LLC (Architect,Engineer or other party:) 835 N Post St.,Suite 203 Spokane,WA 99201 (509)747-3121 S-1852/AS 8/10 §1 The Contractor and Surety,jointly and severally,bind themselves,their heirs,executors,administrators,successors and assigns to the Owner for the performance of the Construction Contract,which is incorporated herein by reference. §2 If the Contractor performs the Construction Contract,the Surety and the Contractor shall have no obligation under this Bond,except when applicable to participate in a conference as provided in Section 3. §3 If them is no Owner Default under the Construction Contract,the Surety's obligation under this Bond shall arise after .1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default.Such notice shall indicate whether the Owner Is requesting a conference among the Owner,Contractor and Surety to discuss the Contractor's performance.If the Owner does not request a conference,the Surety may,within five(5)business days after receipt of the Owner's notice,request such a conference.If the Surety timely requests a conference,the Owner shall attend.Unless the Owner agrees otherwise,any conference requested under this Section 3,1 shall be held within ten(10)business days of the Surety's receipt of the Owner's notice,If the Owner,the Contractor and the Surety agree,the Contractor shall be allowed a reasonable time to perform the Construction Contract,but such an agreement shall not waive the Owner's right,if any,subsequently to declare a Contractor Default; ,2 the Owner declares a Contractor Default,terminates the Construction Contract and notifies the Surety;and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the teams of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract §4 Failure on the part of the Owner to comply with the notice requirement in Section 3,1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations,or release the Surety from its obligations,except to the extent the Surety demonstrates actual prejudice. §5 When the Owner has satisfied the conditions of Section 3,the Surety shall promptly and at the Surety's expense take one of the following actions: §6.1 Arrange for the Contractor,with the consent of the Owner,to perform and complete the Construction Contract; §5.2 Undertake to perform and complete the Construction Contract itself,through Its agents or independent contractors; §6.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract,arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence,to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract,and pay to the Owner the amount of damages as described in Section 7 In excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default;or §5.4 Waive its right to perform and complete,arrange for completion,or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation,determine the amount for which ft may be liable to the Owner and,as soon as practicable after the amount is determined,make payment to the Owner;or .2 Deny[lability In whole or in part and notify the Owner,citing the reasons for denial. §fi If the Surety does not proceed as provided in Section 5 with reasonable promptness,the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond,and the Owner shall be entitled to enforce any remedy available to the Owner.If the Surety proceeds as provided In Section 5.4,and the Owner refuses the payment or the Surety has denied liability,in whole or in part,without further notice the Owner shall be entitled to enforce any remedy available to the Owner. S-1852/AS 8/10 §7 If the Surety elects to act under Section 5.I,5.2 or 5,3,then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract,and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract.Subject to the commitment by the Owner to pay the Balance of the Contract Price,the Surety is obligated,without duplication,for .1 the responsibilities of the Contractor for correction of defective work and completion of the,Construction Contract; .2 additional legal,design professional and delay costs resulting from the Contractor's Default,and resulting from the actions or failure to act of the Surety under Section 5;and .3 liquidated damages,orifno liquidated damages are specified in the Construction Contract,actual damages caused by delayed performance or non-performance of the Contractor. §8 If the Surety elects to act under Section 5.1,5,3 or 5.41,the Surety's liability is limited to the amount of this Bond, §9 The Surely shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract,and the Balance oldie Contract Price shall not be reduced or set off on account of any such unrelated obligations.No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs,executors,administrators,successors and assigns. §10 The Surety hereby waives notice of any change,including changes of time,to the Construction Contract or to related subcontracts,purchase orders and other obligations, §11 Any proceeding,Iegal or equitable,under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work Is located and shall be Instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety reftises or falls to perform its obligations under this Bond,whichever occurs first.If the provisions of this Paragraph are void or prohibited by law,the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. §12 Notice to the Surety,the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. §13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed,any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein.When so furnished,the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. §14 Definitions ( §14.1 Balance of the Contract Price.The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been medo,Including allowance to the Contractor of any amounts received or to he received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled,reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. §14.2 Construction Contract,The agreement between the Owner and Contractor identified on the cover page,including all Contract Documents and changes made to the agreement and the Contract Documents. §14.3 Contractor Default.Failure of the Contractor,which has not been remedied or waived,to perform or otherwise to comply with a material term of the Construction Contract. §14.4 Owner Default.Failure of the Owner,which has not been remedied or waived,to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. §14.5 Contract Documents.All the documents that comprise the agreement between the Owner and Contractor. §15 If this Bond is issued for an agreement between a Contractor and subcontractor,the term Contractor in this Bond shall be deemed to bo Subcontractor and the term Owner shall be deemed to be Contractor. S-1852/AS 8/10 §16 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties,other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address Address S-1862/AS 8110 Bond No.YCN7470408 Document A312TM - 2010 Conforms with The American Institute of Architects AIA Document 312 Payment Bond CONTRACTOR: SURETY: (Name,legal staters and address) (Name,legal status and principal place of business) HE Solutions,LLC dba Custom Energy Consultants Old Republic Surety Company 2818 N Sullivan Rd,Suite 100 6519 N Maple St,Ste B This document has Important legal Spokane Valley,WA 99216 Spokane,WA 99208 consequences.Consultation with Mailing Address for Notices an attorney Is encouraged with 6519 N Maple St,Ste B respect to its completion or modification.modification.Spokane,WA 99208 OWNER: Any singular reference to (Name,legal status and address) Contractor,Surety,Owner or other party shall be considered City of Spokane Valley plural where applicable. 10210 E.Sprague Avenue Spokane Valley,WA 99206 CONSTRUCTION CONTRACT Date:2/10/2025 Amount:$262,000.00 Two Hundred Sixty-two Thousand And No/100 Description: (Name and location) CenterPlace EE024 Energy Retrofit 2426 N Discovery PI Spokane Valley,WA 99216 BOND Date:2/11/2025 (Not earlier than Construction Contract Date) Amount:$262,000.00 Two Hundred Sixty-two Thousand And No/100 Modifications to this Bond: El None See Section 18 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) HE Solutions,LLC dba Custom Energy Consultants Old Republic Surety Company Signature: 4�� ( 1 - Signature: Name rf) , V S Namo Travis Long and Title: CfC,. Vr4S ic0 — and Title: Attorney-in-Fact (Any additional signatures appear on the last page of this Payment Bond) (FOR INFORMATION ONLY—Name,address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: (Architect,Engineer or other party:) HUB International Northwest,LLC 835 N Post St.,Suite 203 Spokane,WA 99201 (509)747-3121 S-2149/AS 8t10 §1 The Contractor and Surety,Jointly and severally,bind themselves,their heirs,executors,administrators,successors and assigns to the Owner to pay for labor,materials and equipment furnished for use in the performance of the Construction Contract,which is incorporated herein by reference, subject to the following terms, §2 If the Contractor promptly makes payment of all sums due to Claimants,and defends,indemnifies and holds harmless the Owner from claims, demands,liens or suits by any person or entity seeking payment for labor,materials or equipment furnished for use in the performance of the Construction Contract,then the Surety and the Contractor shall have no obligation under this Bond, §3 If there Is no Owner Default under the Construction Contract,the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety(at the address described in Section 13)of claims,demands,liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor,materials or equipment furnished for use in the performance of the Construction Contract and tendered defense ofsuch claims,demands,liens or suits to the Contractor and the Surety, §4 When the Owner has satisfied the conditions in Section 3,the Surety shall promptly and at the Surety's expense defend,indemnify and hold harmless the Owner against a duly tendered olaim,demand,lien or snit §6 The Surety's obligations to a Claimant under this Bond shall arise after the following: §6.1 Claimants,who do not have a direct contract with the Contractor, .1 have furnished a written notice ofnonnpayment to the Contractor,stating with substantial accuracy the amount claimed and the name of the party to whom the materials wero,or equipment was,furnished or supplied or for whom the labor was done or performed,within ninety(90)days after having lust performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety(at the address described In Section 13). §6.2 Claimants,who are employed by or havo a direct contract with the Contractor,have sent a Claim to the Sorely(at the address described in Section 13). §6 If a notice of non-payment required by Section 5,1.1 is given by the Owner to the Contractor,that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. §7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2,whichever is applicable,the Surely shall promptly and at the Surety's expense take the following actions: §7.1 Send an answer to the Claimant,with a copy to the Owner,within sixty(60)days after receipt of the Claim,stating the amounts that are undisputed and the basis fbr challenging any amounts that are disputed;and §7.2 Pay or arrange for payment of any undisputed amounts. §7.3 The Surety's failure to discharge its obligations under Section 7,1 or Section 7,2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim,except as to undisputed amounts for which the Surety and Claimant have reached agreement. If,however,the Surety fails to discharge its obligations under Section 7.1 or Section 7.2,the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. §8,The Surety's total obligation shall not exceed the amount of this Bond,plus the amount of reasonable attomey's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety, §9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims,If any,under any construction performance bond.By the Contractor flamishing and the Owner accepting this Bond,they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond,subject to the Owner's priority to use the funds for the completion of the work. $-21491AS 8/10 §10 Tho Surety shall not be liable to the Owner,Claimants or others for obligations of the Contractor that arc unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond,and shall have under this Bond no obligation to make payments to,or give notice on behalf of,Claimants or otherwise have any obligations to Claimants under this Bond. §11 The Surely hereby waives notice of any change,Including changes of time,to the Construction Contract or to related subcontracts,purchase orders and other obligations, §12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date(1)on Which the Claimant sent a Claim to the Surety pursuant to Section 5,1.2 or S.2,or(2)on which the last labor or service was periormed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract,whichever of(I)or(2)first occurs.If the provisions of this Paragraph aro void or prohibited by law,the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. §13 Notice and Claims to the Surety,the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears.Actual receipt ofnotice or Claims,however accomplished,shall be sufficient compliance as of the date received. §14 When this Bond has been famished to comply with a statutory or other legal requirement in the location where the construction was to be performed,any provision In this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein.When so furnished,tho intent is that this Bond shall be construed as a statutory bond and not as a common law bond. §15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond,the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made, §16 pofinitions §16.1 Claim.A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done,or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant'to which labor,materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor,materials or equipment furnished; .6 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor,materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant;and .8 the total amount due and unpaid to the Claimant for labor,materials or equipment furnished as of the date of the Claim, §16.2 Claimant.An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract.The term Claimant also includes any Individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located.The intent of this Bond shall be to Include without limitation ha the terms"labor,materials or equipment"that part of water,gas,power,light,heat,oil,gasoline, telephone service or rental equipment used in the Construction Contract,architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors,and all other items for which a mechanic's lien may be asserted in the jurisdiction whore the labor,materials or equipment were iirrnished. §16,3 Construction Contract.The agreement between the Owner and Contractor identified on the cover page,including all Contract Documents and all changes made to the agreement and the Contract Documents. S-2149/AS 8/10 §16.4 Owner Default.Failure of the Owner,which has not been remedied or waived,to pay the Contractor as required under tho Construction Contract or to perform and complete or comply with the other material terms of tho Construction Contract. §16.6 Contract Documents.All the dooumcnts that comprise the agreement between the Owner and Contractor. §17 If this Bond is issued for an agreement between a Contractor and subcontractor,the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. §16 Modifications to this bond are as follows: • (Space is provided below for additional signatures of added parties,other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address Address I l S•21491AS 8/10 **** * * OLD REPUBLIC SURETY COMPANY ***** POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That OLD REPUBLIC SURETY COMPANY,a Wisconsin stock Insurance corporation,does make,constitute and appoint: Craig S.Jones,Travis Long,Christine Larson,Shelby Groth,Daniel Stowe,Erin L.Repp,H.Keith McNally,Sydney Schmidt of Spokane, WA its true and lawful Attorney(s)-in-Fact,with full power and authority for and on behalf of the company as surety,to execute and deliver and affix the seal of the company thereto(if a seal is required), bonds, undertakings, recognizances or other written obligations In the nature thereof, (other than bail bonds, bank depository bonds, mortgage deficiency bonds, mortgage guaranty bonds, guarantees of Installment paper and note guaranty bonds, self-Insurance workers compensation bonds guaranteeing payment of benefits, or black lung bonds),as follows: ALL WRITTEN INSTRUMENTS and to bind OLD REPUBLIC SURETY COMPANY thereby, and all of the acts of said Attorneys-in-Fact, pursuant to these presents,are ratified and confirmed. This appointment Is made under and by authority of the board of directors at a special meeting held on February 18,1982. This Power of Attorney is signed and sealed by facsimile under and by the authority of the following resolutions adopted by the board of directors of the OLD REPUBLIC SURETY COMPANY on February 18,1982. RESOLVED that, the president, any vice-president or assistant vice president, in conjunction with the secretary or any assistant secretary, may appoint attorneys-In-fact or agents with authority as defined or limited in the Instrument evidencing the appointment in each case,for and on behalf of the company to execute and deliver and affix the seal of the company to bonds,undertakings,recognizances,and suretyship obligations of all kinds; and said officers may remove any such attorney-In-fact or agent and revoke any Power of Attorney previously granted to such person. RESOLVED FURTHER,that any bond,undertaking,recognizance,or suretyship obligation shall be valid and binding upon the Company (I) when signed by the president,any vice president or assistant vice president,and attested and sealed(If a seal be required)by any secretary or assistant secretary;or (ii) when signed by the president,any vice president or assistant vice president,secretary or assistant secretary,and countersigned and sealed(if a seal be required)by a duly authorized attorney-in-fact or agent;or (ill) when duly executed and sealed (if a seal be required) by one or more attorneys-in-fact or agents pursuant to and within the limits of the authority evidenced by the Power of Attorney issued by the company to such person or persons. RESOLVED FURTHER that the signature of any authorized officer and the seal of the company may be affixed by facsimile to any Power of Attorney or certification thereof authorizing the execution and delivery of any bond,undertaking,recognizance,or other suretyship obligations of the company;and such signature and seal when so used shall have the same force and effect as though manually affixed. IN WITNESS WHEREOF, OLD REPUBLIC SURETY COMPANY has caused these presents to be signed by its proper officer,and its corporate seal to be affixed this 28th day of February 2024 , q"ZAEy,,, OLD REPUBLIC SURETY COMPANY g' SEAS, ja ----X" _ s assl«ent Secrets, �; President STATE OF V ISCONSIN,COUNTY OF WAUKESHA-SS On this 28th day of February , 2024 ,personally came before me, Alan Pavlic and Karen J Haffner ,to me known to be the individuals and officers of the OLD REPUBLIC SURETY COMPANY who executed the above instrument,and they each acknowledged the execution of the same,and being by me duly sworn,did severally depose and say:that they are the said officers of the corporation aforesaid,and that the seal affixed to the above Instrument is the seal of the corporation,and that said corporate seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority of the board of directors of said corporation. /1< it• fe;t° VIS014••• '.k '1G04%4,i % ��Notary Public "" My Commission Expires: September 28, 2026 CERTIFICATE (Expiration of notary's commission does not invalidate this instrument) I,the undersigned,assistant secretary of the OLD REPUBLIC SURETY COMPANY,a Wisconsin corporation,CERTIFY that the foregoing and attached Power of Attorney remains in full force and has not been revoked; and furthermore,that the Resolutions of the board of directors set forth In the Power of Attorney,are now in force. R T y Jrc°^tOPmr. ` 11 th February 2025 78 7820 31.SEAL/f Y° Signed and sealed at the City of Brookfield,WI this _ day of , z O\ till / ORSC 22262(3-63) ','a"4j"r ulum�"1' _ Assls.,.��t Secrets HUB Intl Northwest LLC Ok Washington State v4i, Commerce Contract #25-033 Grant Agreement with City of Spokane Valley through Energy Efficiency and Electrification Program, Buildings Unit Grant Number: 25-92601-024 For Energy Efficiency Retrofits - Centerplace Dated: Monday, February 3, 2025 1►`Lyashing:cx�State 0*4 Commerce Table of Contents TABLE OF CONTENTS ERROR! BOOKMARK NOT DEFINED. FACE SHEET ERROR! BOOKMARK NOT DEFINED. SPECIAL TERMS AND CONDITIONS ERROR! BOOKMARK NOT DEFINED. 1. GRANT MANAGEMENT ERROR!BOOKMARK NOT DEFINED. 2. ACKNOWLEDGEMENT OF CLIMATE COMMITMENT ACT FUNDING ERROR!BOOKMARK NOT DEFINED. 3. COMPENSATION ERROR!BOOKMARK NOT DEFINED. 4. BILLING PROCEDURES AND PAYMENT ERROR!BOOKMARK NOT DEFINED. 5. SUBGRANTEE DATA COLLECTION ERROR!BOOKMARK NOT DEFINED. 6. INSURANCE ERROR!BOOKMARK NOT DEFINED. 7. FRAUD AND OTHER LOSS REPORTING ERROR!BOOKMARK NOT DEFINED. 8. ORDER OF PRECEDENCE ERROR!BOOKMARK NOT DEFINED. GENERAL TERMS AND CONDITIONS ERROR! BOOKMARK NOT DEFINED. 1. DEFINITIONS ERROR!BOOKMARK NOT DEFINED. 2. ACCESS TO DATA ERROR!BOOKMARK NOT DEFINED. 3. ADVANCE PAYMENTS PROHIBITED ERROR!BOOKMARK NOT DEFINED. 4. ALL WRITINGS CONTAINED HEREIN ERROR!BOOKMARK NOT DEFINED. 5. AMENDMENTS ERROR!BOOKMARK NOT DEFINED. 6. AMERICANS WITH DISABILITIES ACT(ADA)OF 1990,PUBLIC LAW 101-336,ALSO REFERRED TO AS THE"ADA"28 CFR PART 35 ERROR!BOOKMARK NOT DEFINED. 7. ASSIGNMENT ERROR!BOOKMARK NOT DEFINED. 8. ATTORNEYS'FEES ERROR!BOOKMARK NOT DEFINED. 9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION ERROR!BOOKMARK NOT DEFINED. 10. CONFLICT OF INTEREST ERROR!BOOKMARK NOT DEFINED. 11. COPYRIGHT ERROR!BOOKMARK NOT DEFINED. 12. DISPUTES ERROR!BOOKMARK NOT DEFINED. 13. DUPLICATE PAYMENT ERROR!BOOKMARK NOT DEFINED. 14. GOVERNING LAW AND VENUE ERROR!BOOKMARK NOT DEFINED. 15. INDEMNIFICATION ERROR!BOOKMARK NOT DEFINED. 16. INDEPENDENT CAPACITY OF THE GRANTEE ERROR!BOOKMARK NOT DEFINED. 17. INDUSTRIAL INSURANCE COVERAGE ERROR!BOOKMARK NOT DEFINED. 18. LAWS ERROR!BOOKMARK NOT DEFINED. 19. LICENSING,ACCREDITATION AND REGISTRATION ERROR!BOOKMARK NOT DEFINED. 20. LIMITATION OF AUTHORITY ERROR!BOOKMARK NOT DEFINED. 21. NONDISCRIMINATION ERROR!BOOKMARK NOT DEFINED. 22. PAY EQUITY ERROR!BOOKMARK NOT DEFINED. 23. POLITICAL ACTIVITIES ERROR!BOOKMARK NOT DEFINED. 24. PUBLICITY ERROR!BOOKMARK NOT DEFINED. 25. RECAPTURE ERROR!BOOKMARK NOT DEFINED. 26. RECORDS MAINTENANCE ERROR!BOOKMARK NOT DEFINED. 27. REGISTRATION WITH DEPARTMENT OF REVENUE ERROR!BOOKMARK NOT DEFINED. 28. RIGHT OF INSPECTION ERROR!BOOKMARK NOT DEFINED. 29. SAVINGS ERROR!BOOKMARK NOT DEFINED. 30. SEVERABILITY ERROR!BOOKMARK NOT DEFINED. Page 2 of 22 Ceei Wasepa�hingtmenton Stateof D 0 Commerce 31. SITE SECURITY ERROR!BOOKMARK NOT DEFINED. 32. SUBGRANTING/SUBCONTRACTING ERROR!BOOKMARK NOT DEFINED. 33. SURVIVAL ERROR!BOOKMARK NOT DEFINED. 34. TAXES ERROR!BOOKMARK NOT DEFINED. 35. TERMINATION FOR CAUSE ERROR!BOOKMARK NOT DEFINED. 36. TERMINATION FOR CONVENIENCE ERROR!BOOKMARK NOT DEFINED. 37. TERMINATION PROCEDURES ERROR!BOOKMARK NOT DEFINED. 38. TREATMENT OF ASSETS ERROR!BOOKMARK NOT DEFINED. 39. WAIVER ERROR!BOOKMARK NOT DEFINED. ATTACHMENT A:SCOPE OF WORK ERROR! BOOKMARK NOT DEFINED. ATTACHMENT B:BUDGET ERROR! BOOKMARK NOT DEFINED. ATTACHMENT C:WORK PLAN ERROR! BOOKMARK NOT DEFINED. Page 3 of 22 111► bWasDehparing:oment n Stateof la Commerce Face Sheet Grant Number: 25-92601-024 Energy Division, Clean Buildings Unit Energy Efficiency Retrofits grant program EE-024 1. Grantee 2. Grantee Doing Business As (as applicable) City of Spokane Valley <Insert DBA name> 10210 E SPRAGUE AVE <Insert DBA mailing address> SPOKANE VALLEY, WA <Insert DBA physical address> 99206-3682 <Insert DBA location> 3. Grantee Representative 4. COMMERCE Representative Sarah Farr Kristen Kalbrener PO Box 42525 Accounting & Finance Program Manager(509) 720- Program Manager 98504-2525 5041 360-515-8112 1011 Plum Street SE sfarr@spokanevalleywa.gov Kristen.kalbrener@commerce.wa.gov Olympia, WA 98501 5. Grant Amount 6. Funding Source 7. Start Date 8. End Date $258,950.00 I Federal: ❑ State: ® Other: ❑ N/A: ❑ 02/03/2025 06/30/2025 9. Federal Funds (as applicable) Federal Agency: ALN N/A N/A N/A 10. Tax ID# 11. SWV# 12. UBI # 13. UEI # 71-0914170 SWV0018021-00 602-251-431 N/A 14. Grant Purpose Systems and lighting Improvements including operation of mechanical systems, upgrade lighting, and improve air quality with retro commissioning. Cost date of 11/08/25 is the same as award letter signing. COMMERCE, defined as the Department of Commerce, and the Grantee, as defined above, acknowledge and accept the terms of this Grant and attachments and have executed this Grant on the date below to start as of the date and year referenced above. The rights and obligations of both parties to this Grant are governed by this Grant and the following other documents incorporated by reference: Grant Terms and Conditions including Attachment"A"—Scope of Work, Attachment "B"—Budget, Attachment"C" —Work Plan. FOR GRANTEE FOR COMMERCE John Hohman, City Manager Jennifer Grove, Acting Assistant Director, Energy Division Date Date APPROVED AS TO FORM ONLY BY ASSISTANT ATTORNEY GENERAL APPROVAL ON FILE Page 4 of 22 r► L^lashing:on State thDepartment of • Commerce Special Terms and Conditions 1. GRANT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Grant. The Representative for COMMERCE and their contact information are identified on the Face Sheet of this Grant. The Representative for the Grantee and their contact information are identified on the Face Sheet of this Grant. 2. ACKNOWLEDGEMENT OF CLIMATE COMMITMENT ACT FUNDING This agreement is funded in whole or in part by the Climate Commitment Act, Grantee agrees that any website, announcement, press release, and/or publication (written, visual, or sound) used for media-related activities, publicity, and public outreach issued by or on behalf of Grantee which reference programs or projects funded in whole or in part with Washington's Climate Commitment Act (CCA) funds under this Grant, shall contain the following statement: "The Energy Efficiency Retrofits grant is supported with funding from Washington's Climate Commitment Act. The CCA supports Washington's climate action efforts by putting cap-and-invest dollars to work reducing climate pollution, creating jobs, and improving public health. Information about the CCA is available at www.climate.wa.gov." The Grantee agrees to ensure coordinated Climate Commitment Act branding on work completed by or on behalf of the Grantee. The CCA logo must be used in the following circumstances, consistent with the branding guidelines posted at CCA brand toolkit, including: A. Any project related website or webpage that includes logos from other funding partners; B. Any publication materials that include logos from other funding partners; C. Any on-site signage including pre-during Construction signage and permanent signage at completed project sites; and D. Any equipment purchased with CCA funding through a generally visible decal. 3. COMPENSATION COMMERCE shall pay an amount not to exceed $258,950.00 for the performance of all things necessary for or incidental to the performance of work as set forth in the Scope of Work. Grantee's compensation for services rendered shall be based on the terms of the Scope of Work and Budget. 4. BILLING PROCEDURES AND PAYMENT COMMERCE will pay Grantee upon acceptance of services provided and receipt of properly completed invoices, which shall be submitted to the Representative for COMMERCE via the Commerce Grants Management System. If required, the attachments to the invoice request in the Commerce Contract Management System shall describe and document, to COMMERCE's satisfaction, a description of the work performed, the progress of the project, and fees. The invoice shall include the Grant Number 25-92601-024. Except for approved indirect costs, if any, a receipt must accompany any single expense in the amount of $50.00 or more in order to receive reimbursement. Payment shall be considered timely if made by COMMERCE within thirty (30) calendar days after receipt of properly completed invoices. Payment shall be sent to the address designated by the Grantee. Page 5 of 22 1►.Washington State to Depa^ment of Commerce COMMERCE may, in its sole discretion, terminate the Grant or withhold payments claimed by the Grantee for services rendered if the Grantee fails to satisfactorily comply with any term or condition of this Grant. No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be made by COMMERCE. Invoices and End of Fiscal Year Invoices are due on the 20th of the month following the provision of services. Final invoices for a state fiscal year may be due sooner than the 20th and Commerce will provide notification of the end of fiscal year due date. The Grantee must invoice for all expenses from the beginning of the Grant through June 30, regardless of the Grant start and end date. Duplication of Billed Costs The Grantee shall not bill COMMERCE for services performed under this Agreement, and COMMERCE shall not pay the Grantee, if the Grantee is entitled to payment or has been or will be paid by any other source, including grants, for that service. Disallowed Costs The Grantee is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its subgrantees. COMMERCE may, in its sole discretion, withhold ten percent (10%) from each payment until acceptance by COMMERCE of the final report(or completion of the project, etc.). 5. SUBGRANTEE DATA COLLECTION Grantee will submit reports, in a form and format to be provided by Commerce and at intervals as agreed by the parties, regarding work under this Grant performed by subgrantees and the portion of Grant funds expended for work performed by subgrantees, including but not necessarily limited to minority-owned, woman-owned, and veteran-owned business subgrantees. "Subgrantees" shall mean subgrantees of any tier. 6. INSURANCE The Grantee shall provide insurance coverage as set out in this section. The intent of the required insurance is to protect the state should there be any claims, suits, actions, costs, damages or expenses arising from any loss, or negligent or intentional act or omission of the Grantee or Subgrantee, or agents of either, while performing under the terms of this Grant. Failure to maintain the required insurance coverage may result in termination of this Grant. The insurance required shall be issued by an insurance company authorized to do business within the state of Washington. Except for Professional Liability or Errors and Omissions Insurance, the insurance shall name the state of Washington, its agents, officers, and employees as additional insureds under the insurance policy. All policies shall be primary to any other valid and collectable insurance. The Grantee shall provide COMMERCE thirty (30) calendar days' advance notice of any insurance cancellation, non-renewal or modification. The Contractor shall submit a certificate of insurance to COMMERCE which outlines the coverage and limits defined in this insurance section within fifteen (15) calendar days of a written request by COMMERCE. The certifications shall show the insurance coverage, the designated beneficiary, who is covered, the amounts, the period of coverage, and that COMMERCE will be provided thirty (30) days' advance written notice of cancellation. During the term of this Contract, if requested, the Page 6 of 22 f! Washing:on State Deparment of S. Commerce Contractor shall submit renewal certificates not less than thirty (30) calendar days prior to expiration of each policy required under this section. DO NOT send insurance certificates to COMMERCE unless requested by COMMERCE. Any certificates received by mail will be returned to sender unless the certificate identifies the contract number, contract manager name, and/or program name to which it applies. The Grantee shall provide insurance coverage that shall be maintained in full force and effect during the term of this Grant, as follows: Commercial General Liability Insurance Policy. Provide a Commercial General Liability Insurance Policy, including contractual liability, written on an occurrence basis, in adequate quantity to protect against legal liability arising out of Grant activity but no less than $1,000,000 per occurrence. Additionally, the Grantee is responsible for ensuring that any Subgrantees provide adequate insurance coverage for the activities arising out of subgrants. Cyber Liability Insurance: The Contractor shall maintain Cyber Liability Insurance. The Contractor shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Contractor and licensed staff employed or under contract to the Contractor. The state of Washington, its agents, officers, and employees need not be named as additional insureds under this policy. Automobile Liability. In the event that performance pursuant to this Grant involves the use of vehicles, owned or operated by the Grantee or its Subgrantee, automobile liability insurance shall be required. The minimum limit for automobile liability is $1,000,000 per occurrence, using a Combined Single Limit for bodily injury and property damage. Professional Liability, Errors and Omissions Insurance. The Grantee shall maintain Professional Liability or Errors and Omissions Insurance. The Grantee shall maintain minimum limits of no less than $1,000,000 per occurrence to cover all activities by the Grantee and licensed staff employed or under Grant to the Grantee. The state of Washington, its agents, officers, and employees need not be named as additional insureds under this policy. 7. FRAUD AND OTHER LOSS REPORTING Grantee shall report in writing all known or suspected fraud or other loss of any funds or other property furnished under this Contract immediately or as soon as practicable to the Commerce Representative identified on the Face Sheet. 8. ORDER OF PRECEDENCE In the event of an inconsistency in this Grant, the inconsistency shall be resolved by giving precedence in the following order: • Applicable federal and state of Washington statutes and regulations • Special Terms and Conditions • General Terms and Conditions • Attachment A— Scope of Work • Attachment B— Budget • Attachment C—Work Plan Page 7 of 22 co ,,,,,.,,,,,!„,.,, ,„„*. .,:unim.s..,, General Terms and Conditions 1. DEFINITIONS As used throughout this Grant, the following terms shall have the meaning set forth below: A. "Authorized Representative" shall mean the Director and/or the designee authorized in writing to act on the Director's behalf. B. "COMMERCE" shall mean the Washington Department of Commerce. C. "Grant" or "Agreement" or "Contract" means the entire written agreement between COMMERCE and the Grantee, including any Exhibits, documents, or materials incorporated by reference. E-mail or Facsimile transmission of a signed copy of this Grant shall be the same as delivery of an original. D. "Grantee" or "Contractor" shall mean the entity identified on the face sheet performing service(s) under this Grant, and shall include all employees and agents of the Grantee. E. "Personal Information" shall mean information identifiable to any person, including, but not limited to, information that relates to a person's name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, social security numbers, driver license numbers, other identifying numbers, and any financial identifiers, and "Protected Health Information" under the federal Health Insurance Portability and Accountability Act of 1996 (HIPAA). F. "State" shall mean the state of Washington. G. "Subgrantee/subcontractor" shall mean one not in the employment of the Grantee, who is performing all or part of those services under this Grant under a separate Grant with the Grantee. The terms "subgrantee" and "subcontractor" mean subgrantee/subcontractor(s) in any tier. H. "Subrecipient" shall mean a non-federal entity that expends federal awards received from a pass-through entity to carry out a federal program, but does not include an individual that is a beneficiary of such a program. It also excludes vendors that receive federal funds in exchange for goods and/or services in the course of normal trade or commerce. I. "Vendor" is an entity that agrees to provide the amount and kind of services requested by COMMERCE; provides services under the grant only to those beneficiaries individually determined to be eligible by COMMERCE and, provides services on a fee-for-service or per- unit basis with contractual penalties if the entity fails to meet program performance standards. 2. ACCESS TO DATA In compliance with RCW 39.26.180, the Grantee shall provide access to data generated under this Grant to COMMERCE, the Joint Legislative Audit and Review Committee, and the Office of the State Auditor at no additional cost. This includes access to all information that supports the findings, conclusions, and recommendations of the Grantee's reports, including computer models and the methodology for those models. 3. ADVANCE PAYMENTS PROHIBITED No payments in advance of or in anticipation of goods or services to be provided under this Grant shall be made by COMMERCE. Page 8 of 22 0 Washington State Department of Commerce 4. ALL WRITINGS CONTAINED HEREIN This Grant contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Grant shall be deemed to exist or to bind any of the parties hereto. 5. AMENDMENTS This Grant may be amended by mutual agreement of the parties. Such amendments shall not be binding unless they are in writing and signed by personnel authorized to bind each of the parties. 6. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as the "ADA" 28 CFR Part 35 The Grantee must comply with the ADA, which provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services, and telecommunications. 7. ASSIGNMENT Neither this Grant, nor any claim arising under this Grant, shall be transferred or assigned by the Grantee without prior written consent of COMMERCE. 8. ATTORNEYS' FEES Unless expressly permitted under another provision of the Grant, in the event of litigation or other action brought to enforce Grant terms, each party agrees to bear its own attorneys' fees and costs. 9. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION A. "Confidential Information" as used in this section includes: i. All material provided to the Grantee by COMMERCE that is designated as "confidential" by COMMERCE; ii. All material produced by the Grantee that is designated as "confidential" by COMMERCE; and iii. All Personal Information in the possession of the Grantee that may not be disclosed under state or federal law. B. The Grantee shall comply with all state and federal laws related to the use, sharing, transfer, sale, or disclosure of Confidential Information. The Grantee shall use Confidential Information solely for the purposes of this Grant and shall not use, share, transfer, sell or disclose any Confidential Information to any third party except with the prior written consent of COMMERCE or as may be required by law. The Grantee shall take all necessary steps to assure that Confidential Information is safeguarded to prevent unauthorized use, sharing. transfer, sale or disclosure of Confidential Information or violation of any state or federal laws related thereto. Upon request, the Grantee shall provide COMMERCE with its policies and procedures on confidentiality. COMMERCE may require changes to such policies and procedures as they apply to this Grant whenever COMMERCE reasonably determines that changes are necessary to prevent unauthorized disclosures. The Grantee shall make the changes within the time period specified by COMMERCE. Upon request, the Grantee shall immediately return to COMMERCE any Confidential Information that COMMERCE reasonably determines has not been adequately protected by the Grantee against unauthorized disclosure. C. Unauthorized Use or Disclosure. The Grantee shall notify COMMERCE within five (5) working days of any unauthorized use or disclosure of any confidential information, and shall take necessary steps to mitigate the harmful effects of such use or disclosure. Page 9 of 22 .4M.'v'13sh11,,j or Mate Deepa:. of rnent !ii Commerce 10. CONFLICT OF INTEREST Grantee must maintain and comply with written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. Grantee must comply with the following minimum requirements: A. No employee, officer, or agent may participate in the selection, award, or administration of a contract if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.The officers,employees,and agents of the Grantee may neither solicit nor accept gratuities, favors, or anything of monetary value from Grantees or parties to subcontracts and must comply with RCW 39.26.020. However, Grantee may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Grantee. B. If the Grantee has a parent, affiliate, or subsidiary organization that is not a state, local government, or federally recognized tribe, the Grantee must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, the Grantee is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. 11. COPYRIGHT Unless otherwise provided, all Materials produced under this Grant shall be considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by COMMERCE. COMMERCE shall be considered the author of such Materials. In the event the Materials are not considered "works for hire"under the U.S. Copyright laws,the Grantee hereby irrevocably assigns all right,title,and interest in all Materials, including all intellectual property rights, moral rights, and rights of publicity to COMMERCE effective from the moment of creation of such Materials. "Materials" means all items in any format and includes, but is not limited to, data, reports, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions."Ownership"includes the right to copyright,patent, register and the ability to transfer these rights. For Materials that are delivered under the Grant, but that incorporate pre-existing materials not produced under the Grant, the Grantee hereby grants to COMMERCE a nonexclusive, royalty-free, irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly display.The Grantee warrants and represents that the Grantee has all rights and permissions, including intellectual property rights, moral rights and rights of publicity, necessary to grant such a license to COMMERCE. The Grantee shall exert all reasonable effort to advise COMMERCE, at the time of delivery of Materials furnished under this Grant, of all known or potential invasions of privacy contained therein and of any portion of such document which was not produced in the performance of this Grant. The Grantee shall provide COMMERCE with prompt written notice of each notice or claim of infringement received by the Grantee with respect to any Materials delivered under this Grant. COMMERCE shall have the right to modify or remove any restrictive markings placed upon the Materials by the Grantee. 12. DISPUTES Except as otherwise provided in this Grant, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of COMMERCE,who may designate a neutral person to decide the dispute. The request for a dispute hearing must: Page 10 of 22 C►.Washing:on State ie Commerce • be in writing; • state the disputed issues; • state the relative positions of the parties; • state the Grantee's name, address, and Grant number; and • be mailed to the Director and the other party's(respondent's) Grant Representative within three (3) working days after the parties agree that they cannot resolve the dispute. The respondent shall send a written answer to the requestor's statement to both the Director or the Director's designee and the requestor within five (5)working days. The Director or designee shall review the written statements and reply in writing to both parties within ten (10) working days. The Director or designee may extend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal. Nothing in this Grant shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 13. DUPLICATE PAYMENT COMMERCE shall not pay the Grantee, if the Grantee has charged or will charge the State of Washington or any other party under any other Grant or agreement, for the same services or expenses. 14. GOVERNING LAW AND VENUE This Grant shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 15. INDEMNIFICATION To the fullest extent permitted by law, the Grantee shall indemnify, defend, and hold harmless the state of Washington, COMMERCE, agencies of the state and all officials, agents and employees of the state, from and against all claims for injuries or death arising out of or resulting from the performance of the Grant. "Claim" as used in this Grant, means any financial loss, claim, suit, action, damage, or expense, including but not limited to attorney's fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of tangible property including loss of use resulting therefrom. The Grantee's obligation to indemnify, defend, and hold harmless includes any claim by Grantee's agents, employees, representatives, or any subgrantee or its employees. The Grantee's obligation shall not include such claims that may be caused by the sole negligence of the State and its agencies, officials, agents, and employees. If the claims or damages are caused by or result from the concurrent negligence of(a)the State, its agents or employees and (b)the Grantee, its subcontractors, agents, or employees, this indemnity provision shall be valid and enforceable only to the extent of the negligence of the Grantee or its subgrantees, agents, or employees. The Grantee waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and hold harmless the state and its agencies, officers, agents or employees. 16. INDEPENDENT CAPACITY OF THE GRANTEE The parties intend that an independent Grantee relationship will be created by this Grant.The Grantee and its employees or agents performing under this Grant are not employees or agents of the state of Washington or COMMERCE. The Grantee will not hold itself out as or claim to be an officer or employee of COMMERCE or of the state of Washington by reason hereof, nor will the Grantee make any claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and control of the work will be solely with the Grantee. Page 11 of 22 C.4 Washington State Depa^ment of Commerce 17. INDUSTRIAL INSURANCE COVERAGE The Grantee shall comply with all applicable provisions of Title 51 RCW. Industrial Insurance. If the Grantee fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, COMMERCE may collect from the Grantee the full amount payable to the Industrial Insurance Accident Fund. COMMERCE may deduct the amount owed by the Grantee to the accident fund from the amount payable to the Grantee by COMMERCE under this Grant, and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance Services. This provision does not waive any of L&I's rights to collect from the Grantee. 18. LAWS The Grantee shall comply with all applicable laws,ordinances,codes, regulations and policies of local, state, and federal governments, as now or hereafter amended. 19. LICENSING, ACCREDITATION AND REGISTRATION The Grantee shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements or standards necessary for the performance of this Grant. 20. LIMITATION OF AUTHORITY Only the Authorized Representative or the Authorized Representative's delegate by writing (delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Grant. Furthermore, any alteration, amendment, modification, or waiver or any clause or condition of this Grant is not effective or binding unless made in writing and signed by the Authorized Representative. 21. NONDISCRIMINATION A. Nondiscrimination Requirement. During the performance of this Agreement, the GRANTEE, including any subcontractor, shall comply with all federal, state, and local nondiscrimination laws, regulations and policies, this shall include but not be limited to the following: GRANTEE, including any subcontractor, shall not discriminate on the bases enumerated at RCW 49.60.530(3). In addition, GRANTEE, including any subcontractor, shall give written notice of this nondiscrimination requirement to any labor organizations with which GRANTEE, or subcontractor, has a collective bargaining or other agreement. The funds provided under this Agreement shall not be used to fund religious worship, exercise, or instruction. No person shall be required to participate in any religious worship, exercise, or instruction in order to have access to the facilities funded by this Agreement. B. Obligation to Cooperate. GRANTEE, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that GRANTEE, including any subcontractor, has engaged in discrimination prohibited by this Agreement pursuant to RCW 49.60.530(3). C. Default. Notwithstanding any provision to the contrary, COMMERCE may suspend GRANTEE, including any subcontractor, upon notice of a failure to participate and cooperate with any state agency investigation into alleged discrimination prohibited by this Contract, pursuant to RCW 49.60.530(3). Any such suspension will remain in place until COMMERCE receives notification that GRANTEE, including any subcontractor, is cooperating with the investigating state agency. In the event GRANTEE, or subcontractor, is determined to have engaged in discrimination identified at RCW 49.60.530(3), COMMERCE may terminate this Agreement in whole or in part, and GRANTEE, subcontractor, or both, may be referred for debarment as provided in RCW 39.26.200. GRANTEE or subcontractor may be given a reasonable time in which to cure this noncompliance, including implementing conditions consistent with any court-ordered injunctive relief or settlement agreement. Page 12 of 22 e! Washing:on State Department of ‘41► Commerce D. Remedies for Breach. Notwithstanding any provision to the contrary, in the event of Agreement termination or suspension for engaging in discrimination, GRANTEE, subcontractor, or both, shall be liable for contract damages as authorized by law including, but not limited to, any cost difference between the original Grant and the replacement or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the competitive bidding, mailing, advertising and staff time ,which damages are distinct from any penalties imposed under Chapter 49.60, RCW. GRANTEE may also be required to repay grant funds pursuant to Section 25 (Recapture) of the General Terms &Conditions if the Agreement is terminated based on a violation of the nondiscrimination requirement. COMMERCE shall have the right to deduct from any monies due to GRANTEE or subcontractor, or that thereafter become due, an amount for damages GRANTEE or subcontractor will owe COMMERCE for default under this provision. 22. PAY EQUITY The Grantee agrees to ensure that"similarly employed" individuals in its workforce are compensated as equals, consistent with the following: A. Employees are "similarly employed" if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed; B. Grantee may allow differentials in compensation for its workers if the differentials are based in good faith and on any of the following: i. A seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. ii. A bona fide job-related factor or factors may include, but not be limited to, education, training, or experience that is: Consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. iii. A bona fide regional difference in compensation level must be: Consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. This Grant may be terminated by the Department, if the Department or the Department of Enterprise Services determines that the Grantee is not in compliance with this provision. 23. POLITICAL ACTIVITIES Political activity of Grantee's employees and officers are limited by the State Campaign Finances and Lobbying provisions of Chapter 42.17A RCW and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public office. 24. PUBLICITY The Grantee agrees not to publish or use any advertising or publicity materials in which the state of Washington or COMMERCE's name is mentioned, or language used from which the connection with the state of Washington's or COMMERCE's name may reasonably be inferred or implied, without the prior written consent of COMMERCE. 25. RECAPTURE In the event that the Grantee fails to perform this Grant in accordance with state laws, federal laws, and/or the provisions of this Grant, COMMERCE reserves the right to recapture funds in an amount Page 13 of 22 0'A Washing:on State %iv Commerce e to compensate COMMERCE for the noncompliance in addition to any other remedies available at law or in equity. Repayment by the Grantee of funds under this recapture provision shall occur within the time period specified by COMMERCE. In the alternative, COMMERCE may recapture such funds from payments due under this Grant. 26. RECORDS MAINTENANCE The Grantee shall maintain books, records, documents, data and other evidence relating to this Grant and performance of the services described herein, including but not limited to accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Grant. The Grantee shall retain such records for a period of six years following the date of final payment. At no additional cost, these records, including materials generated under the Grant, shall be subject at all reasonable times to inspection, review or audit by COMMERCE, personnel duly authorized by COMMERCE, the Office of the State Auditor, and federal and state officials so authorized by law, regulation or agreement. If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 27. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Grantee shall complete registration with the Washington State Department of Revenue. 28. RIGHT OF INSPECTION The Grantee shall provide right of access to its facilities to COMMERCE, or any of its officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Grant. 29. SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Grant and prior to normal completion, COMMERCE may suspend or terminate the Grant under the "Termination for Convenience" clause, without the ten calendar day notice requirement. In lieu of termination, the Grant may be amended to reflect the new funding limitations and conditions. 30. SEVERABILITY The provisions of this Grant are intended to be severable. If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of the Grant. 31. SITE SECURITY While on COMMERCE premises, Grantee, its agents, employees, or subgrantees shall conform in all respects with physical, fire or other security policies or regulations. 32. SUBGRANTING/SUBCONTRACTING The Grantee may only subgrant/subcontract work contemplated under this Grant if it obtains the prior written approval of COMMERCE. If COMMERCE approves subgranting/subcontracting, the Grantee shall maintain written procedures related to subgranting, as well as copies of all subgrants/subcontract and records related to subgrants/subcontracts. For cause, COMMERCE in writing may: (a) require the Grantee to amend its subgranting/subcontracting procedures as they relate to this Grant; (b) prohibit the Grantee from Page 14 of 22 ink WashingIon State Department of .#Commerce subgranting/subcontracting with a particular person or entity; or(c) require the Grantee to rescind or amend a subgrant/subcontract. Every subgrant/subcontract shall bind the Subgrantee/Subcontractor to follow all applicable terms of this Grant. The Grantee is responsible to COMMERCE if the Subgrantee/Subcontractor fails to comply with any applicable term or condition of this Grant. The Grantee shall appropriately monitor the activities of the Subgrantee/Subcontractor to assure fiscal conditions of this Grant. In no event shall the existence of a subgrant/subcontract operate to release or reduce the liability of the Grantee to COMMERCE for any breach in the performance of the Grantee's duties. Every subgrant/subcontract shall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subgrantee/Subcontractor's performance of the subgrant/subcontract. 33. SURVIVAL The terms, conditions, and warranties contained in this Grant that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Grant shall so survive. 34. TAXES All payments accrued on account of payroll taxes, unemployment contributions,the Grantee's income or gross receipts, any other taxes, insurance or expenses for the Grantee or its staff shall be the sole responsibility of the Grantee. 35. TERMINATION FOR CAUSE In the event COMMERCE determines the Grantee has failed to comply with the conditions of this Grant in a timely manner, COMMERCE has the right to suspend or terminate this Grant. Before suspending or terminating the Grant, COMMERCE shall notify the Grantee in writing of the need to take corrective action. If corrective action is not taken within 30 calendar days, the Grant may be terminated or suspended. In the event of termination or suspension, the Grantee shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original Grant and the replacement or cover Grant and all administrative costs directly related to the replacement Grant, e.g., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the right to suspend all or part of the Grant, withhold further payments, or prohibit the Grantee from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the Grantee or a decision by COMMERCE to terminate the Grant.A termination shall be deemed a"Termination for Convenience"if it is determined that the Grantee: (1)was not in default; or(2)failure to perform was outside of his or her control, fault or negligence. The rights and remedies of COMMERCE provided in this Grant are not exclusive and are, in addition to any other rights and remedies, provided by law. 36. TERMINATION FOR CONVENIENCE Except as otherwise provided in this Grant, COMMERCE may, by ten (10) business days' written notice, beginning on the second day after the mailing, terminate this Grant, in whole or in part. If this Grant is so terminated, COMMERCE shall be liable only for payment required under the terms of this Grant for services rendered or goods delivered prior to the effective date of termination. 37. TERMINATION PROCEDURES Upon termination of this Grant, COMMERCE, in addition to any other rights provided in this Grant, may require the Grantee to deliver to COMMERCE any property specifically produced or acquired for the performance of such part of this Grant as has been terminated. The provisions of the"Treatment of Assets" clause shall apply in such property transfer. Page 15 of 22 sh L b^- De artmnntt ofe luT CommerceP COMMERCE shall pay to the Grantee the agreed upon price, if separately stated, for completed work and services accepted by COMMERCE, and the amount agreed upon by the Grantee and COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv)the protection and preservation of property, unless the termination is for default, in which case the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this Grant. COMMERCE may withhold from any amounts due the Grantee such sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Grant. After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the Grantee shall: A. Stop work under the Grant on the date, and to the extent specified, in the notice; B. Place no further orders or subgrants/subcontracts for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Grant that is not terminated; C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized Representative, all of the rights, title, and interest of the Grantee under the orders and subgrants/subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subgrants/subcontracts; D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subgrants/subcontracts, with the approval or ratification of the Authorized Representative to the extent the Authorized Representative may require, which approval or ratification shall be final for all the purposes of this clause; E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by the Authorized Representative any property which, if the Grant had been completed, would have been required to be furnished to COMMERCE; F. Complete performance of such part of the work as shall not have been terminated by the Authorized Representative; and G. Take such action as may be necessary, or as the Authorized Representative may direct, for the protection and preservation of the property related to this Grant, which is in the possession of the Grantee and in which COMMERCE has or may acquire an interest. 38. TREATMENT OF ASSETS Title to all property furnished by COMMERCE shall remain in COMMERCE. Title to all property furnished by the Grantee, for the cost of which the Grantee is entitled to be reimbursed as a direct item of cost under this Grant, shall pass to and vest in COMMERCE upon delivery of such property by the Grantee. Title to other property, the cost of which is reimbursable to the Grantee under this Grant, shall pass to and vest in COMMERCE upon (i) issuance for use of such property in the performance of this Grant, or (ii) commencement of use of such property in the performance of this Grant, or (iii) reimbursement of the cost thereof by COMMERCE in whole or in part, whichever first occurs. A. Any property of COMMERCE furnished to the Grantee shall, unless otherwise provided herein or approved by COMMERCE, be used only for the performance of this Grant. B. The Grantee shall be responsible for any loss or damage to property of COMMERCE that results from the negligence of the Grantee or which results from the failure on the part of the Page 16 of 22 r*.Washington Stale Depa^ment of 480 Commerce Grantee to maintain and administer that property in accordance with sound management practices. C. If any COMMERCE property is lost, destroyed or damaged, the Grantee shall immediately notify COMMERCE and shall take all reasonable steps to protect the property from further damage. D. The Grantee shall surrender to COMMERCE all property of COMMERCE prior to settlement upon completion, termination or cancellation of this Grant. E. All reference to the Grantee under this clause shall also include Grantee's employees, agents or Subgrantees/Subcontractors. 39. WAIVER Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall not be construed to be a modification of the terms of this Grant unless stated to be such in writing and signed by Authorized Representative of COMMERCE. Page 17 of 22 ! j Commeire Attachment A: Scope of Work Energy Efficiency grants are provided solely to local governments, public higher education institutions, school districts,tribal governments, and state agencies for improvements to facilities and related projects that result in energy and operational cost savings. The Energy Efficiency grants are authorized for the Department of Commerce in Section 1065 of the enacted Substitute House Bill 1080 passed April 24, 2021 and Section 1002 of the Engrossed Substitute Senate Bill 5949 enacted March 6, 2024 and signed March 29, 2024. Commerce shall pay an amount not to exceed$258,950.00 for the performance of work as set forth in this Scope of Work. This is a milestone agreement and all payments will be based on demonstrated completion of the milestones outlined in the Scope of Work. Invoices/warrants shall be submitted upon completion of a full milestone. Grant funds will be issued on a per milestone basis as below. To draw grant funds: • Project must be in compliance with all aspects of this contract. • Grantee will submit warrants/invoices to Commerce in compliance with Special Terms and Conditions Section 4. • Grantee must remain current on all reporting requirements. o Quarterly progress reports are due the 10th day of January, April, July, and October. o Reports include project status, metrics and invoice projections. • Invoices/warrants will be submitted to Commerce in the online CMS system with documentation of deliverables uploaded as support. • The total project cost given in the original grant application must be fully spent by the end of the project. A statement confirming this and the source of all funds must be included in the Certification of Match letter at time of project closeout. • These documents must be received no later than June 25, 2025: o Letter of substantial completion from the contractor o Copy of a warrant letter from the contractor(DES said their standard is 1 year guarantee from the ESCO) o Letter confirming commencement of energy savings o Confirmation that all billable work has been completed (the final invoice can then be submitted within a specific accounting window by July 10, 2025. Funding Sources Page 18 of 22 0 Washington State Department of Commerce Funding Sources Funded Project Utility Incentives $ 8,000.00 Other Funding Sources $ 0.00 Grantee Match $ 14,050.00 Total Project Cost $ 281,000.00 This Grant Request $ 258,950.00 Page 19 of 22 `A 1 1r V4187('OM nieirc Attachment B: Budget Grant Budget Milestone Description Deliverables Target Grant Amount Date A Project Design/Engineering List of Contractors, 04/01/25 $ 8,000.00 Intent ID#, Exec Summary Engineering Plans, Permits B Project Materials Paid Invoices 03/15/25 $ 50,000.00 Purchased C Construction Evidence of 06/15/25 $ 180,650.00 Inspections requested, photographs of completed work, Notice of Substantial Completion D Testing, Commissioning, Final report including 6/15/2025 $ 20,300.00 and Final Report operations and maintenance plan Grant Total $ 258,950.00 Page 20 of 22 4 941( 1 mh111VIIV Attachment C: Work Plan [Instructions for Awardee: We've inserted the brief project description from your application— please briefly summarize your work plan for the project below. Your Work Plan will briefly state the project's intended outcome, and list each of the measures with the expected completion stage and estimated cost for each. The total here will be for the full project whereas Attachment B: Budget shows the grant amount only.] Current stage: CEC has completed a Targeted ASHRAE 2 energy audit of the energy consuming systems for Centerplace. That audit will assist in the selection of the new lighting equipment and mechanical improvements needed to restore HVAC operation. With the successful selection of Spokane Valley for this grant, work will commence immediately, and it is anticipated that the upgraded equipment will be installed and operational by June 30, 2025.August 31, 2025. Future stages: Upon successful award of this grant, the City of Spokane Valley will implement design and construction of lighting and retro commissioning work immediately. The result of the retro commissioning measure will include future planning and strategic guidance for mechanical system improvements including boilers, chiller, air handlers, controls, and other capital improvement measures. Next steps and anticipated project timeline are listed below: Lighting Work Plan 1. Coordinate construction activity with the City and order materials. 2. The project will be completed room-by-room. Custom Energy will review the completed work, will test and verify that the plan has been implemented completely and will coordinate punch walks with the City periodically. 3. Assist the City with utility incentive application for lighting upgrades. 4. Final punchlist walkthrough. 5. Provide project closeout materials including an O&M manual, Notice of Substantial Completion, Warranty Letter, Notice of Commencement of Energy Savings, and a Final Invoice. Retro Commissioning Work Plan 1. Develop an HVAC load calculation model of the building and its installed HVAC system. The results of this analysis will be used to develop balancing requirements. 2. Collect Pre-TAB Field Measurements and develop a Deficiency Log: 3. Test the existing glycol solution to determine concentration of glycol and compare against specifications from the original design of the building. Results will be shared with the City. 4. Correct and repair items in the deficiency Log. 5. Final TAB of the buildings air and hydronic systems. 6. Punchlist walkthrough 7. Provide project closeout materials including the Final TAB Report, Notice of Substantial Completion, Warranty Letter, Notice of Commencement of Energy Savings, and a Final Invoice. Page 21 of 22 C Ilk Washington ent Stateof D Commerce Timeline For Performance The expected schedule for active construction for the project is February 3, 2025 through June 30, 2025. 1. February 3, 2025: Contract between City and CEC is executed. Notice to Proceed issued. 2. February 13, 2025: Lighting materials ordered 3. February 17, 2025:Approximate date of Mobilization for both lighting and RCx 4. May 23, 2025: Substantial Completion, Warranty Letter, Commencement of Energy Savings, Final Invoice for lighting 5. June 25, 2025: Substantial Completion, Warranty Letter, Commencement of Energy Savings, Final Invoice for RCx Page 22 of 22 Bond No.YCN7470408 Document A312TM — 2010 Conforms with The American Institute of Architects AIA Document 312 Performance Bond CONTRACTOR: SURETY: (Name,legal status and address) (Name,legal status and principal place of business) HE Solutions,LLC dba Custom Energy Consultants Old Republic Surety Company 2818 N Sullivan Rd,Suite 100 6519 N Maple St,Ste B Spokane Valley,WA 99216 Spokane,WA 99208 This document has Important legal consequences.Consultation with Mailing Address for Notices an attorney is encouraged with 6519 N Maple St,Ste B respect to its completion or Spokane,WA 99208 modification. My singular reference to (Name,legal slates and address) Contractor,Surety,Owner or City of Spokane Valley other party shall be considered plural where applicable. 10210 E.Sprague Avenue Spokane Valley,WA 99206 CONSTRUCTION CONTRACT Date: 2/10/2025 Amount:$262,000.00 Two Hundred Sixty-two Thousand And No/100 Description: (Name and location) CenterPlace EE024 Energy Retrofit 2426 N Discovery Pl Spokane Valley,WA 99216 BOND Date:2/11/2025 (Not earlier than Construction Contract Date) Amount:$262,000.00 Two Hundred Sixty-two Thousand And No/100 Modifications to this Bond: ® None 11 Sec Section 16 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Ci rporate SealJ HE Solutions,LLC dba Custom Energy Consultants Old Republic Surety Company Signature: 4V�G��il' Signature: - Name m I C\ o-Q_ )cvyk.S Name Travis Long and Title: \ '•, ;7 Mgt and Title: Attorney-in-Fact (Any additional signatures appear on the last page of this Performance Bond.) (FOR INFORMATION ONLY—Name,address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: HUB International Northwest,LLC (Architect,Engineer or other party:) 835 N Post St.,Suite 203 Spokane,WA 99201 (509)747-3121 S-1852/AS 8/10 §1 The Contractor and Surety,jointly and severally,bind themselves,their heirs,executors,administrators,successors and assigns to the Owner for the performance of the Construction Contract,which is incorporated herein by reference. §2 If the Contractor performs the Construction Contract,the Surety and the Contractor shall have no obligation under this Bond,except when applicable to participate in a conference as provided in Section 3. §3 If there is no Owner Default under the Construction Contract,the Surety's obligation under this Bond shall arise after .1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default.Such notice shall indicate whether the Owner is requesting a conference among the Owner,Contractor and Surety to discuss the Contractor's performance.If the Owner does not request a conference,the Surety may,within five(5)business days after receipt of the Owner's notice,request such a conference.If the Surety timely requests a conference,the Owner shall attend.Unless the Owner agrees otherwise,any conference requested under this Section 3.1 shall be held within ten(10)business days of the Surety's receipt of the Owner's notice.If the Owner,the Contractor and the Surety agree,the Contractor shall be allowed a reasonable time to perform the Construction Contract,but such an agreement shall not waive the Owner's right,if any,subsequently to declare a Contractor Default; .2 the Owner declares a Contractor Default,terminates the Construction Contract and notifies the Surety;and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. §4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations,or release the Surety from its obligations,except to the extent the Surety demonstrates actual prejudice. §5 When the Owner has satisfied the conditions of Section 3,the Surety shall promptly and at the Surety's expense take one of the following actions: §5.1 Arrange for the Contractor,with the consent of the Owner,to perform and complete the Construction Contract; §5.2 Undertake to perform and complete the Construction Contract itself,through its agents or independent contractors; §6.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract,arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence,to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract,and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default;or §5.4 Waive its right to perform and complete,arrange for completion,or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation,determine the amount for which it may be liable to the Owner and,as soon as practicable after the amount is determined,make payment to the Owner,or .2 Deny liability in whole or in part and notify the Owner,citing the reasons for denial. §6 If the Surety does not proceed as provided in Section 5 with reasonable promptness,the Surety shall be deemed to be in default on this Bond seven days alter receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond,and the Owner shall be entitled to enforce any remedy available to the Owner.If the Surety proceeds as provided in Section 5.4,and the Owner refuses the payment or the Surety has denied liability,in whole or in part,without further notice the Owner shall be entitled to enforce any remedy available to the Owner. S-1852/AS 8/10 §7 If the Surety elects to act under Section 5.1,5.2 or 5.3,then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract,and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract.Subject to the commitment by the Owner to pay the Balance of the Contract Price,the Surety is obligated,without duplication,for .1 the responsibilities of the Contractor for correction of defective work and completion of the.Construction Contract; .2 additional legal,design professional and delay costs resulting from the Contractor's Default,and resulting from the actions or failure to act of the Surety under Section 5;and .3 liquidated damages,or if no liquidated damages are specified in the Construction Contract,actual damages caused by delayed performance or non-performance of the Contractor. §8 If the Surety elects to act under Section 5.1,5.3 or 5.4,the Surety's liability is limited to the amount of this Bond. §9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that arc unrelated to the Construction Contract,and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations.No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs,executors,administrators,successors and assigns. §10 The Surety hereby waives notice of any change,including changes of time,to the Construction Contract or to related subcontracts,purchase orders and other obligations. §11 Any proceeding,legal or equitable,under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond,whichever occurs first.If the provisions of this Paragraph are void or prohibited by law,the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. §12 Notice to the Surety,the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. §13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed,any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein.When so furnished,the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. §14 Definitions §14.1 Balance of the Contract Price.The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made,including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled,reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. §14.2 Construction Contract.The agreement between the Owner and Contractor identified on the cover page,including all Contract Documents and changes made to the agreement and the Contract Documents. §14.3 Contractor Default.Failure of the Contractor,which has not been remedied or waived,to perform or otherwise to comply with a material term of the Construction Contract. §14.4 Owner Default.Failure of the Owner,which has not been remedied or waived,to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. §14.5 Contract Documents.All the documents that comprise the agreement between the Owner and Contractor. §15 If this Bond is issued for an agreement between a Contractor and subcontractor,the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. S-1852/AS 8/10 §16 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties,other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address Address S-1852/AS 8/10 • Bond No.YCN7470408 Document A312TM — 2010 Conforms with The American Institute of Architects AIA Document 312 Payment Bond CONTRACTOR: SURETY: (Name,legal status and address) (Name,legal status and principal place of business) HE Solutions,LLC dba Custom Energy Consultants Old Republic Surety Company 2818 N Sullivan Rd,Suite 100 6519 N Maple St,Ste B This document has important legal Spokane Valley,WA 99216 Spokane,WA 99208 consequences.Consultation with Mailing Address for Notices an attorney is encouraged with 6519 N Maple St,Ste B respect to its completion or OWNER: Spokane,WA 99208 modification. Any singular reference to (Name,legal status and address) Contractor,Surety,Owner or other party shall be considered City of Spokane Valley plural where applicable. 10210 E.Sprague Avenue Spokane Valley,WA 99206 CONSTRUCTION CONTRACT Date:2/10/2025 Amount:$262,000.00 Two Hundred Sixty-two Thousand And No/100 Description: (Name and location) CenterPlace EE024 Energy Retrofit 2426 N Discovery PI Spokane Valley,WA 99216 BOND Date:2/11/2025 (Not earlier than Construction Contract Date) Amount:$262,000.00 Two Hundred Sixty-two Thousand And No/100 Modifications to this Bond: Q None See Section 18 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) HE Solutions,LLC dba Custom Energy Consultants Old Republic Surety Company Signature: i �// � �� Si L� Snature: Name f 111C �e.Oa 5' Name Travis Long and Title: and Title: ��� �y-pg� Attorney-in-Fact (Any additional signatures appear on the last page of this Payment Bond) (FOR INFORMATION ONLY—Name,address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: (Architect,Engineer or other party) HUB International Northwest,LLC 835 N Post St.,Suite 203 Spokane,WA 99201 (509)747-3121 S-2149/AS 8/10 §1 The Contractor and Surety,jointly and severally,bind themselves,their heirs,executors,administrators,successors and assigns to the Owner to pay for labor,materials and equipment furnished for use in the performance of the Construction Contract,which is incorporated herein by reference, subject to the following terns. §2 If the Contractor promptly makes payment of all sums due to Claimants,and defends,indemnifies and holds harmless the Owner from claims, demands,liens or suits by any person or entity seeking payment for labor,materials or equipment furnished for use in the performance of the Construction Contract,then the Surety and the Contractor shall have no obligation under this Bond. §3 If there is no Owner Default under the Construction Contract,the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety(at the address described in Section 13)of claims,demands,liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor,materials or equipment furnished for use in the perfonnance of the Construction Contract and tendered defense of such claims,demands,liens or suits to the Contractor and the Surety. §4 When the Owner has satisfied the conditions in Section 3,the Surety shall promptly and at the Surety's expense defend,indemnify and hold harmless the Owner against a duly tendered claim,demand,lien or suit. §5 The Surety's obligations to a Claimant under this Bond shall arise after the following: §6.1 Claimants,who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor,stating with substantial accuracy the amount claimed and the name of the party to whom the materials were,or equipment was,furnished or supplied or for whom the labor was done or performed,within ninety(90)days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety(at the address described in Section 13). §5.2 Claimants,who arc employed by or have a direct contract with the Contractor,have sent a Claim to the Surety(at the address described in Section 13). §6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor,that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. §7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2,whichever is applicable,the Surety shall promptly and at the Surety's expense take the following actions: §7.1 Send an answer to the Claimant,with a copy to the Owner,within sixty(60)days after receipt of the Claim,stating the amounts that are undisputed and the basis for challenging any amounts that are disputed;and §7.2 Pay or arrange for payment of any undisputed amounts. §7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim,except as to undisputed amounts for which the Surety and Claimant have reached agreement. If,however,the Surety fails to discharge its obligations under Section 7.1 or Section 7.2,the Surety shall indemnify the Claimant for the reasonable attomey's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. §8,The Surety's total obligation shall not exceed the amount of this Bond,plus the amount of reasonable attomey's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. §9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims,if any,under any construction performance bond.By the Contractor furnishing and the Owner accepting this Bond,they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond,subject to the Owner's priority to use the funds for the completion of the work. S-2149/AS 8/10 §10 The Surety shall not be liable to the Owner,Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond,and shall have under this Bond no obligation to make payments to,or give notice on behalf of,Claimants or otherwise have any obligations to Claimants under this Bond. §11 The Surety hereby waives notice of any change,including changes of time,to the Construction Contract or to related subcontracts,purchase orders and other obligations. §12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date(1)on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2,or(2)on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract,whichever of(1)or(2)first occurs.If the provisions of this Paragraph are void or prohibited by law,the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. §13 Notice and Claims to the Surety,the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears.Actual receipt of notice or Claims,however accomplished,shall be sufficient compliance as of the date received. §14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed,any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein.When so furnished,the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. §15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond,the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. §16 Definitions §16.1 Claim.A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done,or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant'to which Iabor,materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor,materials or equipment furnished; .6 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor,materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant;and .8 the total amount due and unpaid to the Claimant for labor,materials or equipment furnished as of the date of the Claim. §16.2 Claimant.An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract.The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located.The intent of this Bond shall be to include without limitation in the terms"Iabor,materials or equipment"that part of water,gas,power,light,heat,oil,gasoline, telephone service or rental equipment used in the Construction Contract,architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors,and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor,materials or equipment were furnished. §16.3 Construction Contract.The agreement between the Owner and Contractor identified on the cover page,including all Contract Documents and all changes made to the agreement and the Contract Documents. S-2149/AS 8/10 §16.4 Owner Default.Failure of the Owner,which has not been remedied or waived,to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. §16.5 Contract Documents.All the documents that comprise the agreement between the Owner and Contractor. §17 If this Bond is issued for an agreement between a Contractor and subcontractor,the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. §18 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties,other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address Address S-21 49/AS 8/10 **** * * * OLD REPUBLIC SURETY COMPANY ***** POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That OLD REPUBLIC SURETY COMPANY,a Wisconsin stock insurance corporation,does make,constitute and appoint: Craig S.Jones,Travis Long,Christine Larson,Shelby Groth,Daniel Stowe, Erin L Repp, H Keith McNally,Sydney Schmidt of Spokane, WA its true and lawful Attorney(s)-in-Fact, with full power and authority for and on behalf of the company as surety, to execute and deliver and affix the seal of the company thereto (if a seal is required), bonds, undertakings, recognizances or other written obligations in the nature thereof, (other than bail bonds, bank depository bonds, mortgage deficiency bonds, mortgage guaranty bonds, guarantees of installment paper and note guaranty bonds, self-insurance workers compensation bonds guaranteeing payment of benefits, or black lung bonds),as follows: ALL WRITTEN INSTRUMENTS and to bind OLD REPUBLIC SURETY COMPANY thereby, and all of the acts of said Attorneys-in-Fact, pursuant to these presents, are ratified and confirmed. This appointment is made under and by authority of the board of directors at a special meeting held on February 18, 1982. This Power of Attorney is signed and sealed by facsimile under and by the authority of the following resolutions adopted by the board of directors of the OLD REPUBLIC SURETY COMPANY on February 18,1982. RESOLVED that, the president, any vice-president or assistant vice president, in conjunction with the secretary or any assistant secretary, may appoint attorneys-in-fact or agents with authority as defined or limited in the instrument evidencing the appointment in each case,for and on behalf of the company to execute and deliver and affix the seal of the company to bonds, undertakings, recognizances,and suretyship obligations of all kinds; and said officers may remove any such attorney-in-fact or agent and revoke any Power of Attorney previously granted to such person. RESOLVED FURTHER,that any bond,undertaking,recognizance,or suretyship obligation shall be valid and binding upon the Company (i) when signed by the president,any vice president or assistant vice president, and attested and sealed(if a seal be required)by any secretary or assistant secretary;or (ii) when signed by the president, any vice president or assistant vice president,secretary or assistant secretary,and countersigned and sealed(if a seal be required)by a duly authorized attorney-in-fact or agent;or (iii) when duly executed and sealed (if a seal be required) by one or more attorneys-in-fact or agents pursuant to and within the limits of the authority evidenced by the Power of Attorney issued by the company to such person or persons. RESOLVED FURTHER that the signature of any authorized officer and the seal of the company may be affixed by facsimile to any Power of Attorney or certification thereof authorizing the execution and delivery of any bond, undertaking,recognizance,or other suretyship obligations of the company;and such signature and seal when so used shall have the same force and effect as though manually affixed. IN WITNESS WHEREOF, OLD REPUBLIC SURETY COMPANY has caused these presents to be signed by its proper officer,and its corporate seal to be affixed this 28th day of February 2024 °'°PsuR OLD REPUBLIC SURETY COMPANY e�coorwrA„\c.o 51 Az IK°1(1 Assi.,,ant Secrets •� ----� * „o` President "6„' n nno STATE OF WISCONSIN,COUNTY OF WAUKESHA-SS On this 28th day of February 2024 ,personally came before me, Alan Pavlic and Karen J Haffner ,to me known to be the individuals and officers of the OLD REPUBLIC SURETY COMPANY who executed the above instrument, and they each acknowledged the execution of the same, and being by me duly sworn, did severally depose and say: that they are the said officers of the corporation aforesaid,and that the seal affixed to the above instrument is the seal of the corporation, and that said corporate seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority of the board of directors of said corporation. yN ..P : 0101<ANON. , Pizolsovt. •.,•AVBi�G.;yF . ?. Notary Public My Commission Expires: September 28, 2026 CERTIFICATE (expiration of notary's commission does not invalidate this instrument) I, the undersigned, assistant secretary of the OLD REPUBLIC SURETY COMPANY, a Wisconsin corporation, CERTIFY that the foregoing and attached Power of Attorney remains in full force and has not been revoked; and furthermore, that the Resolutions of the board of directors set forth in the Power of Attorney,are now in force. W e�`aaso \s 11'tf i 78 7820 °G• Signed and sealed at the Cityof I rockfield,WI this dayof February 2025 SEAL > g o /'I�/\ ORSC 22262(3-06) 1Gt Secreta HUB Int'l Northwest LLC