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25-056.00CustomEnergyConsultantsAWCEnergyAuditGrantProgram Contract No.25-056 AGREEMENT FOR PROFESSIONAL SERVICES HE Solutions dba Custom Energy Consultants THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and HE Solutions dba Custom Energy Consultants,hereinafter "Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services,attached as Exhibit A. A.Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services,schedule,and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom,and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2.Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by May 16, 2025 unless the time for performance is extended in writing by the Parties. Page 1 of 11 Contract No. 25-056 Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3.Compensation.City agrees to pay Consultant a flat fee of$44.303.00 USD,(which includes Washington State Sales Tax if any is applicable)as full compensation for everything done under this Agreement,as set forth in Exhibit A. Consultant shall not perform any extra, further,or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department,Attn: Sarah Farr,Accounting& Finance Program Manager, at the below-stated address or to accountspayable(a,spokanevalleywa.gov with the contract number and the Grant Number EAG25-08 listed clearly. Upon request,Consultant shall provide additional documentation to the 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 Scope of Services,City standards,City Code,and federal or state standards. 5.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Marci Patterson,City Clerk Name: Michael James, Vice President 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 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement,agree to comply with all applicable federal, state, and local laws and regulations. Consultant states that its designs, construction documents,and services shall conform to all federal, state,and local statutes and regulations. This includes all laws and regulations made applicable to the Consultant in Exhibit C hereto. 7. Certification Regarding Debarment. Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public(federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or Page 2 of 11 Contract No. 25-056 destruction of records,making false statements,or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal,state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner,method,and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City,and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish,disclose,distribute, and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records,and to make audits of all contracts, invoices,materials,payrolls,and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11.Insurance. Consultant shall procure and maintain for the duration of the Agreement,insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO)form CA 00 01. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form Page 3 of II Contract No.25-056 CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: I. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence,and$2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than$2,000,000 per claim and$2,000,000 policy aggregate limit. C.Other Insurance Provisions. The Consultant's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4.Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand,or at the sole discretion of the City,offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. Page 4 of I I Contract No.25-056 E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify, and hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits,liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law,subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City,its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance,Title 51, RCW,solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may,from time-to-time,receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be Page 5 of I I Contract No. 25-056 entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation or arbitration(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified,or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant,for itself,its assignees,and successors in interest agrees as follows: A. Compliance with Regulations. Consultant shall comply with the federal laws set forth in subsection G, below ("Pertinent Non-Discrimination Authorities") relative to non-discrimination in federally-assisted programs as adopted or amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Consultant,with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race,color,or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Consultant for work to be performed under a subcontract, including procurements of materials,or leases of equipment,each potential subcontractor or supplier shall be notified by Consultant of Consultants's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color,or national origin. D. Information and Reports. Consultant shall provide all information and reports required by the Acts,the regulations, and directives issued pursuant thereto, and shall permit access to its books, records,accounts,other sources of information,and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts,regulations,and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as appropriate,and shall set forth what efforts it has made to obtain the information. Page 6 of 1 Contract No.25-056 E. Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate,including,but not limited to: 1. Withholding payments to Consultant under the Agreement until Consultant complies; and/or 2. Cancelling,terminating,or suspending the Agreement,in whole or in part. F. Incorporation of Provisions. Consultant shall include the provisions of Section 22 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.Consultant shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, Consultant may request that the City enter into any litigation to protect the interests of the City. In addition, Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C.§2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21;and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973,(23 U.S.C. §324 et seq.),(prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 el 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); Page 7 of 1 t Contract No.25-056 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; 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.). 23. Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section,sentence,clause,or phrase of this Agreement. 24. Additional Grant Provisions. In addition to the terms contained herein,the Consultant shall follow all applicable terms of the Grant Agreement EAG25-08,attached as Exhibit C,and shall include this section 24 in any subcontracts. The applicable terms include,but are not limited to the following: 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,Consultant 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: Page 8 of 11 Contract No. 25-056 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. B. Neither AWC,Commerce,nor the State of Washington are liable for claims or damages arising from Consultant's or any subconsultant's performance. C. Consultant shall comply with and include in any subconsultant agreement, the provisions of Section 21 of the General Terms and Conditions listed in Exhibit C to this Agreement, related to Nondiscrimination. 25.Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services and Fee Schedule B.Insurance Certificates C.Subgrant Agreement with Spokane Valley Number EAG25-08 The Parties have executed this Agreement this 717E day of April 2025. CITY OF SPOKANE VALLEY Consultant: 711e:e-4241 Jo Hohman City Manager By: Michael J es Vice President Its: Authorized Representative APP OVED AS TO FORM: Offi oft e C' Attorney Page 9 of I 1 Contract No.25-056 EXHIBIT A SCOPE OF CONSULTING SERVICES This scope includes targeted professional services related to the Clean Buildings Act(CBA) Compliance for the CenterPlace Regional Events Center, City Hall, and the Valley Precinct, all located in Spokane Valley, WA. The scope of services listed reflect the work covered by the WA Cities Grant (ASHRAE Energy Audits)as well as the work needed to generate the required Energy Management Plans,O&M Plans, Compliance Forms,and formal submission of compliance documentation through the Portal.The services reflected in this Exhibit match the scope of work that is required by the Clean Buildings Act in WAC 194- 50. Once contracted,CEC will complete the following services: Clean Buildings Required Professional Services 1. ASHRAE 2 Energy Audits—WA Cities Grant a. Perform an ASHRAE 2 energy audit of City Hall and Valley Precinct. b. Complete energy savings calculations. c. Complete site visits and collect field measurements and data as needed to support savings and cost estimating. d. Draft a report for each building. e. Audits and Reports will satisfy the requirements of ASHRAE. f. Review findings and the draft reports with City stakeholders. g. Revise and finalize report,submit electronically to the City. 2. Clean Buildings Compliance Reporting—Services Not Associated with WA Cities Grant a. Complete Compliance Forms A,B,and C for CenterPlace,City Hall,and Valley Precinct. b. Complete an Energy Management Plan and EMP Reporting Tool in accordance with the CBA for CenterPlace,City Hall,and Valley Precinct. c. Complete an Operations and Maintenance Plan and O&M Plan Reporting Tool in accordance with the CBPS for CenterPlace,City Hall,and Valley Precinct. d. Sign all compliance documents as a qualified person and load them into the portal. e. Coordinate with owner and Commerce as needed. f. Provide raw files to the owner. g. Submit compliance documentation for each building through the Portal. Respond to any feedback Commerce provides on the application and re-submit as needed to ensure the buildings are accepted by WA Commerce. Fee Schedule: Total compensation not to exceed$44,303. See Tables 1 and 2 below for the cost per building. Table 1 is a summary of ASHRAE auditing work that is reimbursable by the Association of WA Cities(AWC)Grant.Table 2 is a summary of the work required by the Clean Buildings Act (not covered by the AWC Grant) and will be paid by the City and not be reimbursed through the AWC grant funds. City and Consultant agree that the following milestones represent certain levels of completion. ASHRAE 2 Energy Audit(per building): Page l O of I I Contract No.25-056 • Site walk and complete data collection: 50%completion • Draft report submitted to City: 40%completion • Final report submitted to City: 10%completion EMP, O&M, Forms(per building): • EMP,O&M,and Forms Complete and Uploaded to Portal: 100%completion Table 1: Square Total Building/Description Feet Tier Pass/Fail Fee Cost/SF City Hall-ASHRAE 2 65,299 1 Pass $28,666 0.44 Valley Precinct-ASHRAE 2 22,010 2 N/A $13,137 0.60 Total: $41,803 Table 2: Square Total Building/Description Feet Tier Pass/Fail Fee Cost/SF Centerplace-EMP, O&M, Forms 55,372 1 Fail $1,000 0.02 City Hall-EMP,O&M, Forms 65,299 1 Pass $1,000 0.02 Valley Precinct-EMP, O&M, Forms 22,010 2 N/A $500 0.02 Total: $2,500 Assumptions The City will: 1. Provide information as needed including record drawings, commissioning reports, TAB reports,etc. 2. Provide access to stakeholders as needed to complete the work and present findings. 3. Provide parcel numbers,access to the energy consuming equipment in the building,and other information as needed to complete this scope of work. Exclusions 1. Design 2. Permitting 3. Construction 4. Any services not listed Page I I of I I ____....1 HESOLUT-01 DMUNYAKA A�ORO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 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 ACT CETNOW Hub International Northwest LLC PHONE FAX PO Box 3144 (A/C,No,Ext): (NC,No): Spokane,WA 99220 A-MAIL none@hub.com INSURERS)AFFORDING COVERAGE NAIC a 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 POUCY EFF POUCY EXP LTR INSD WVD POUCY NUMBER (M M/M/DD/YYYYI IMDDJYYYYI OMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR MP0046006020809 8/9/2024 8/9/2025 pREMIS SO(Eaoceurt9nce) $ 300,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY _$ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 X POLICY Tef LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER B AUTOMOBILE UABIUTY $COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ ANY AUTO 00286649-1 9/12/2024 9/12/2025 BODILY INJURY(Per person) $ OWNOS ONLY SCHEDULED SSWULNEDp BODILY INJURY(Per accident) $ . AU' 4S ONLY AUOTOS O Y (Per PROPERTY DAMAGE $ $ 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$ S WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N .STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ QFFICER/MEMgER EXCLUDED'? NIA (Mandatory in NH) E.L.DISEASE•EA EMPLOYEE $ 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 0412 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 City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE 4iz e 0 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 Inaured 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 CG20101219 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 intended use by any person or organization 1. The insurance afforded to such additional 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 CG20011219 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 1219 © 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 33 (If no entry appearsrequiredcomplete above information to com lete 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