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HomeMy WebLinkAbout26-047.00 The Superlative Group, Inc. - The Course Valuation ServicesContract No. 26-047 AGREEMENT FOR PROFESSIONAL SERVICES The Superlative Group, Inc. THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and The Superlative Group, Inc., 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 Phase 1 Scope of Services, attached as Exhibit A. During the term of this Agreement, City retains Consultant to serve as the exclusive representative of City with respect to the work described as Phase 1 in Exhibit A in connection with "The Course", a premier cross country running venue located at 2520 N. Flora Road in Spokane Valley. 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, subject to the prior written agreement of Consultant. 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 and so long as such modifications in work are mutually agreed upon by the Parties. 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. Agreement for Valuation Services at The Course Spokane Valley Page 1 of 11 Contract No. 26-047 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect, unless extended or sooner terminated, until Consultant's delivery of the final draft of the Valuation Report (as defined below). Consultant shall use commercially reasonable efforts to deliver the first draft of the valuation report in relation to The Course (the "Valuation Report") to City within three (3) months of the date of full execution of this Agreement, unless otherwise agreed to by the Parties. The delivery of any draft of the Valuation Report shall not be unreasonably conditioned or delayed by City. In the event that City unreasonably conditions or delays the delivery of the first draft of the Valuation Report, the delivery period, as set forth in this Section 2, shall be extended for the period of time in which the first draft was conditioned or delayed by City. Either Party may terminate this Agreement for material breach after providing the other Party with at least twenty (20) days' prior notice and an opportunity to cure the material breach within the twenty (20) day notice period. City may, in addition, terminate this Agreement for any reason by 15 days' written notice to Consultant. In the event of termination of this Agreement for any reason, City shall pay Consultant for all work previously authorized and satisfactorily performed up to and including the effective date of termination; provided however, that if the notice provided by the City orders all work to cease immediately, then the City shall pay Consultant for all work previously authorized and satisfactorily performed prior to such notice. For the purposes of this Section 2, notice of termination shall be effective upon the date such notice is emailed to the Consultant at canter@superlativegroup.com or to the City at jbottelli@spokanevalleywa.gov. If sent via US Mail, notice shall be effective three days after the notice is postmarked, or upon receipt if sent via certified mail, return receipt requested. 3. Compensation. City agrees to pay Consultant a flat fee of $24,000.00 (the "Professional Services Fee") (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. The Professional Services Fee shall be paid in two (3) installments. The first installment shall be paid to Consultant in the amount of Twelve Thousand Dollars ($12,000) after the kickoff meeting in accordance with Exhibit A. The second installment shall be paid to Consultant in the amount of Ten Thousand Dollars ($10,000) upon delivery by Consultant of the first draft of the Valuation Report. The third installment shall be paid to Consultant in the amount of Two Thousand Dollars ($2,000) upon delivery by Consultant of the final report. 4. Payment. Consultant shall be paid consistent with the above payment schedule upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below -stated address. City reserves the right to withhold payment under this Agreement for that portion of the work (if any) which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Agreement for Valuation Services at The Course Spokane Valley Page 2 of 11 Name: Marci Patterson, City Clerk Phone: (509) 720-5000 Address: 10210 East Sprague Avenue Spokane Valley, WA 99206 Contract No. 26-047 Name: Kyle Canter, COO Phone:216-592-9400 Address: 2843 Franklin Blvd. Cleveland, OH 44113 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. 7. Certification Reeardins Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 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. Documents. Drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. City shall be permitted to retain documents, including copies of originals, 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 that are in the City's Agreement for Valuation Services at The Course Spokane Valley Page 3 of 11 Contract No. 26-047 possession, and Consultant shall have no liability for the City's use of Consultant's work product outside of the scope of the work product's intended purpose. A. Ownershipof Proprietary Information. Notwithstanding anything herein to the contrary, this Agreement does not constitute and shall not be construed as constituting the transfer or assignment of any proprietary information from Consultant to City. Consultant shall retain the ownership rights to all proprietary information that it owned (in whole or in part) prior to entering into this Agreement and all proprietary information that it owns, creates, develops, or obtains independent of this Agreement, including, but not limited to, trade secrets, technology, formulas, calculations, algorithms, or information pertaining to business operations and strategies, and information pertaining to customers and pricing. B. Intellectual Property Rights. Notwithstanding anything herein to the contrary, this Agreement does not constitute and shall not be construed as constituting the transfer or assignment of any intellectual property from Consultant to City. Consultant shall retain ownership right, title, and interest to all intellectual property that it owned (in whole or in part) prior to entering into this Agreement and all intellectual property that it owns, creates, develops, or obtains independent of this Agreement, including, but not limited to, copyrights, patents, trademarks, and service marks; provided that the Consultant grants the City the unrestricted right and 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 that are provided to the City by the Consultant, and Consultant shall have no liability for the City's use of Consultant's work product outside of the scope of the work product's 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 0001. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with Agreement for Valuation Services at The Course Spokane Valley Page 4 of 11 Contract No. 26-047 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 laws of the State of Ohio. 4. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and $2,000,000 general aggregate. 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. 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, Agreement for Valuation Services at The Course Spokane Valley Page 5 of 11 Contract No. 26-047 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 Delectation. 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 will hold such confidential information in confidence and will not (1) disclose, or allow disclosure, directly or indirectly, of any such confidential information of City to any third party unless otherwise approved in writing by City; or (2) use the confidential information of City for any purpose other than performing its obligations under this Agreement. Consultant shall ensure that all Permitted Parties (as defined below) of Consultant who may gain access to such confidential information as is necessary to perform the duties and obligations set forth in this Agreement shall agree to be bound by and comply with the provisions of this Section 16. The restrictions in this Agreement on use and disclosure of confidential information shall not apply to information that: A. Is now or becomes generally known to the public through no act of Consultant or is in the public domain or subsequently enters the public domain other than through unauthorized disclosure by Consultant; Agreement for Valuation Services at The Course Spokane Valley Page 6 of I 1 Contract No. 26-047 B. Was disclosed to Consultant on a non -confidential basis by a third party having lawful possession of such confidential information and the right to make such disclosure, who was not under an obligation of confidence regarding the Confidential Information, and who Consultant would not reasonably expect to have obtained such information in a confidential manner from City; C. Was in lawful and legitimate possession of Consultant prior to its disclosure hereunder by City, as evidenced by documentary evidence preceding the disclosure hereunder by City; D. Is independently developed by Consultant after the effective date of this Agreement without use or knowledge of the confidential information, as evidenced by dated documentation; E. Is specifically released in writing from obligations of confidentiality by City for use or disclosure by Consultant according to the terms set out in such written approval; or F. Is required to be released by law, regulation or binding order of a government agency or a court, provided that, prior to disclosing any confidential information, Consultant will use reasonable endeavors to: (i) to the extent notice of the disclosure is not prohibited, notify City in writing with the greatest notice permitted under the circumstances in order to facilitate City seeking a protective order or other appropriate remedy from the proper authority; (ii) cooperate with City to lawfully limit and/or obtain any such protective orders or other appropriate remedy; and (iii) to the extent permitted by law, regulation or order pursuant to which the disclosure is made, allow City to review the form and content of any confidential information that will be disclosed pursuant to such legal requirement. Consultant further agrees that should City not be successful in precluding the requesting legal body from requiring the disclosure of the confidential information, it will furnish only that portion of the confidential information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to the confidential information. Notwithstanding anything to the contrary herein, Consultant shall be free to disclose confidential information to its employees, officers, directors, owners, professional advisors, and other members of Consultant (collectively, the "Permitted Parties") who need to know such information in order to evaluate or fulfill the purpose of this Agreement. Consultant's confidentiality obligations set forth in this Section 16 shall survive for three (3) years after the effective date of termination or expiration of this Agreement. 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 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 Agreement for Valuation Services at The Course Spokane Valley Page 7 of 11 Contract No. 26-047 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 Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports. Consultant shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including, but not limited to: Agreement for Valuation Services at The Course Spokane Valley Page 8 of I I Contract No. 26-047 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 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. §§ 1213 1- Agreement for Valuation Services at The Course Spokane Valley Page 9 of 11 Contract No. 26-047 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. Force Maieure. If either Party is delayed, prevented, prohibited, or materially impaired from performing any of its obligations under this Agreement (other than a payment obligation hereunder) as a result of a force majeure event, including, but not limited to, acts of God, adverse weather conditions, natural catastrophe, labor disputes, strikes, war, insurrection, terrorist action, government restrictions, civil commotion, riots, fire, flood, pandemics, epidemics, public health crisis or emergency, or other cause beyond the Parties' reasonable control, then such Party's failure to perform such obligation shall not constitute a breach of this Agreement and such Party shall be excused from performance of such obligation for a period of time equal to the period during which the force majeure event delays, prevents, prohibits, or materially impairs such performance. Notwithstanding the foregoing, a force majeure event does not include any changes in general economic conditions such as inflation, interest rates, economic downturn or other factors of general application; or an occurrence that merely makes performance more difficult or expensive. 25. Damages. Except in regard to the Parties' indemnification and confidentiality obligations hereunder, under no circumstance shall Consultant or City be liable to the other Party for special, incidental, consequential or indirect damages, loss of good will, or exemplary or punitive damages. Nothing herein constitutes nor shall anything herein be construed as constituting a limitation on the Consultant's obligations to defend, indemnify and hold harmless the City pursuant to Section 12 of this Agreement. 26. Survival. Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in full force after any termination or expiration of this Agreement. 27. Exhibits. Exhibits attached and incorporated into this Agreement are: Agreement for Valuation Services at The Course Spokane Valley Page 10 of 11 A. Scope of Services & Fee Proposal B. Insurance Certificates The Parties have executed this Agreement this MY OF SP KANE VALLEY 7 G� John H an, City Manag r Contract No. 26-047 day of , 2026. Kyle Canter Authorized Representative Agreement for Valuation Services at The Course Spokane Valley Page 11 of 11 Exhibit A Scope of Services and Fee Proposal SPOKANE VALLEY s PHASE 1 ASSET INVENTORY & VALUATION During Phase I, our team of Valuation specialists identify and value all of the assets that the City of Spokane Valley ("the City") has available to generate revenue, specifically through Naming Rights of The Course. Our Valuation process includes the following key components: QUANTITATIVE ANALYSIS Quantitative Benefits reflect the ability to effectively measure the return on investment that your organization can expect to receive. CONTRACT & POLICY ANALYSIS As part of its analysis, we conduct a thorough contract review prior to completing every Phase I report. The goal of this process is to establish a list of any limitations, processes or existing policies that affect a contract. QUALITATIVE ANALYSIS Qualitative Benefits, or intangible benefits, enhance the value of naming rights and sponsorships and typically fall outside traditional media platforms making them difficult to quantify. INDUSTRY BENCHMARKING The goal of this process is to identify not only the fair market value of each naming rights and sponsorship opportunity, but also the minimum (floor) and maximum (ceiling) revenue garnered in the marketplace by similar organizations. SPOKANE VALLEY i 6 PHASE 1 QUANTITATIVE ANALYSIS Quantitative Benefits reflect the ability to effectively measure the return on investment that the City's partners can expect to receive. These include the direct, or tangible, benefits available to the partner. Quantitative Benefits typically form a significant portion of fair market value because each item is quantifiable and guaranteed to the partner. The first step in identifying quantitative value is by studying real -world media value in the marketplace. This involves understanding the total number of possible impressions available through each asset that reaches the target audience. We identify television, signage, print, digital and social media exposure and then scale impressions for each asset from "valued impressions" to "waste impressions," adjusting the media value accordingly. Standard discount rates range between 10 and 75 percent depending on the type and quality of exposure. Quality of exposure is determined by: • How prevalent the partner's ID (Name) is through the exposure period; and • The impact of its placement with its intended audience. Our specialists then use pre -impression, or rate - card, values to assign a price or value to each benefit identified. CPMs used for this purpose are culled from local, regional and national advertising rates depending on the scope of the opportunity. Typical CPMs can range from $2.50 for online exposure to $15 for large format out - of -home digital signage. They also represent the most accurate metric by which to determine exposure value for any particular Naming Rights or sponsorship asset. Our quantitative analysis also includes an assessment of the value of engaging the target audience and the quality of exposure received. Understanding the value of each impression with respect to a specific demographic or target audience is an important component. For example, a target student demographic of 18- to 21-year-old females may be considered a "premium audience" by one partner, while another may be trying to reach 35- to 54-year-old males. Our valuation is adjusted accordingly for each opportunity and asset. The final aspect of our quantitative assessment is identifying the costs of engaging the target audience and achieving high -quality exposure. This includes an assessment of the cost of delivery (to the partner) and may include direct costs (installing a hard sign), overhead costs (maintaining a media platform) or development costs. QUANTITATIVE BENEFITS ARE SEPARATED INTO SEVERAL CATEGORIES INCLUDING: • Property Media Buys • Signage Benefits • Print Marketing Collateral • Social and Digital Media Exposure • Display Opportunities SPOKANE VALLEY 1 7 PHASE 1 QUALITATIVE ANALYSIS Qualitative Benefits, or intangible benefits, enhance the value of Naming Rights and sponsorships and typically fall outside traditional media platforms making them difficult to quantify. Superlative classifies Qualitative Benefits into five distinct categories based on its extensive experience selling, negotiating and auditing Naming Rights and corporate sponsorships: Functionally, Qualitative Benefits represent the premium value Naming Rights and sponsorships demand over alternative marketing investments. By simplifying intangible benefits into five categories, Superlative is able to effectively justify premium Naming Rights and sponsorship value by focusing on the qualitative aspects of an opportunity that align with the objectives of a corporate marketer. QUALITATIVE BENEFITS ARE SEPARATED INTO SEVERAL CATEGORIES INCLUDING: • Prestige of Property • Value of Audience • Opportunity to Activate • Partner Protection • Geographic Reach SPOKANE VALLEY 1 8 PHASE 1 CONTRACT & POLICY ANALYSIS As part of its analysis, Superlative conducts a thorough contract review prior to completing every Phase I report. The goal of this process is to establish a list of any limitations, processes or existing policies that affect a contract. Then Superlative develops a strategy to minimize the effects of those limitations and maximize all of the identified opportunities through a logical priority assessment. Not only are prices, fulfillment obligations and relative value for each party reviewed, but also values against similar contracts with other entities. The value of Naming Rights to the Course as well as other potential sponsorship opportunities to the City will be inhibited by any pre-existing contracts relating to Naming Rights and corporate sponsorships. A thorough understanding of the City's existing advertising contracts will assess the impact that existing agreements place on new Naming Rights and sponsorship agreements. The project team spends time early in the project reviewing all relevant statutes, signage regulations and rules to ensure that the City's marketing opportunities, within context of established guidelines, are understood. Superlative remains in close contact with the City's legal and executive teams to ensure that the asset database is being developed in a manner that is consistent with the City's existing policy regarding assets for marketing purposes. INDUSTRY BENCHMARKING Superlative maintains an extensive database of Naming Rights and sponsorship agreements that is continuously updated and includes, but is not limited to, Naming Rights and sponsorship contracts from park districts, municipalities, stadia, arenas, transit agencies, convention centers, theaters, universities and nonprofit organizations. Once our Valuation specialists have developed the asset database and determined the Naming Rights and corporate sponsorship value for each opportunity and asset, a list of similar sponsorship contracts, including their terms, associated fees and other pertinent details, is compiled for each asset. The goal of this process is to identify not only the fair market value of each Naming Rights and sponsorship opportunity, but also the minimum (floor) and maximum (ceiling) revenue garnered in the marketplace by similar organizations. Each Naming Rights and sponsorship asset is presented in this manner in our final Phase I report. SPOKANE VALLEY 9 PROJECT TIMELINE Superlative understands that every client situation is unique, and our sales and marketing process allows for flexibility and customization depending on the City's specific needs. For our engagement, Superlative will complete the following steps: PHASE 1 VALUATION 3-4 months, immediately following contract execution KICKOFF MEETING GATHERING OF -� PRELIMINARY INFORMATION RECEIPT AND REVIEW OF INITIAL INFORMATION DEVELOPMENT OF ASSET DATABASE QUALITATIVE ASSESSMENT OF NAMING RIGHTS & SPONSORSHIP ASSET VALUE CONTRACT REVIEW EXECUTIVE REVIEW DELIVERY OF DRAFT PHASE I REPORT SPOKANE VALLEY 10 PHASE 1 VALUATION WEEKS 1 — 4 KICKOFF MEETING Our valuation team will compile a digital inventory of images and renderings that will be referenced during the valuation process and used in development of promotional materials for the sales implementation process. Superlative requests a kickoff meeting to introduce our team in person, identify project leads and go over timelines and responsibilities. GATHERING OF PRELIMINARY INFORMATION Upon appointment as sales agents on any new engagement, The Superlative Group carries out initial research to review relevant documentation such as strategic plans, design briefs and project renderings to gain an in-depth knowledge of the project and make an accelerated start on our asset identification process. Superlative will send the City staff a detailed Information Request that identifies the key pieces of information that we would like to review as part of our valuation process and present our initial thoughts on the structure of the final report. We will schedule a follow-up call to answer any questions pertaining to our request to facilitate and expedite the information gathering process. WEEKS 5 — 8 RECEIPT AND REVIEW OF INITIAL INFORMATION Superlative allows 2-3 weeks for receipt of the bulk of information requested of the City, although this process will likely continue until the report is finalized, and potentially, throughout the strategic sales process as Superlative obtains interest from potential partners. In most cases, Superlative secures most of what it needs to begin building the City's asset database by Week 6. DEVELOPMENT OF ASSET DATABASE Concurrently, Superlative's valuation specialists begin compiling the City's assets and determining their quantitative value based on local, regional and national media rates. QUALITATIVE ASSESSMENT OF NAMING RIGHTS & SPONSORSHIP ASSET VALUE Our valuation team conducts original research to ascertain the intangible value of the City's Naming Rights and sponsorship opportunities when compared to other, similar properties, using annual reports, press releases and other relevant information provided by the City as well as Superlative's proprietary database of Naming Rights and sponsorship contracts. SPOKANE VALLEY u PHASE 1 VALUATION WEEKS 9 — 72 CONTRACT REVIEW once Superlative has determined the Naming Rights and sponsorship value for the City's assets, packages are compared to the City's existing Naming Rights and sponsorship agreements. A database of potential challenges and limitations that could potentially impact revenue generation is created, from both external (e.g., signage restrictions) and internal (e.g., category restrictions like tobacco or alcohol) processes. EXECUTIVE REVIEW Superlative conducts an extensive internal review process where senior leadership has an opportunity to weigh in on potential contract value and overall program revenue potential, lending insight critical insight to the project and ensuring that all potential revenue is accounted for. DELIVERY OF DRAFT PHASE I REPORT Superlative allows 1-2 weeks for review by the City staff, followed by a conference call with Superlative's valuation expertstowalkthrough ourfindingstogether. Subsequently, any feedback is incorporated and the document is finalized. SPOKANE VALLEY 19 INVESTMENT PROPOSAL PHASE I: THE COURSE ASSET INVENTORY & VALUATION $24,000 project fee ACOR 1 0 CC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 4/14/2026 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 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 Armada Risk Partners, LLC 1300 East 9th Street Suite 1650 CONTACT NAME: PHONE 216-350-5050 FAX No E-MAIL ADDRESS: service@armadarisk.com INSURERS AFFORDING COVERAGE NAIC # Cleveland OH 44114 INSURER A: CONTINENTAL CAS CO 20443 INSURED THESUPE-01 INSURER B : CONTINENTAL CAS CO 20443 The Superlative Group, Inc. 2843 Franklin Blvd INSURERC: INSURER D : Cleveland OH 44113 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 547761363 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM DDNYYY MM /DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y 7013660767 5/25/2025 5/25/2026 EACH OCCURRENCE $ 1,000,000 X CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES PER : GENERAL AGGREGATE $2,000,000 POLICY PRO ❑ LOG JECT PRODUCTS -COMP/OP AGG $ 2,000,000 1 $ OTHER: A AUTOMOBILE LIABILITY Y 7013660767 5/25/2025 5/25/2026 COMBINED SINGLE LIMIT Ea accident $ 1 000 000 BODILY INJURY (Per person) $ ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS PeOaC RdT ntDAMAGE $ X HIRED AUTOS X AUOTOSED B X UMBRELLA LIAB X OCCUR 7013660655 5/25/2025 5/25/2026 EACH OCCURRENCE $ 6,000,000 AGGREGATE $6,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N 7013660767 5/25/2025 5/25/2026 PER X OTH- STATUTE ER Ohio Stop Gap ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N / A (Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below B Professional Liability Y 652216287 4/25/2024 4/25/2026 Each Occ / Aggregate 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) 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. 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. CFRTIFICATF 1401 nF:R CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley, Washington 10210 East Sprague Ave. Spokane Valley, WA 99206 AUTHORIZED REPRESENTATIVE �Grr �" � Z— © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD CNA SB146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary — Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured — Extended Coverage II. Liability Extension Coverages A. Bodily Injury — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability — Damage to Premises F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED — BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 1 of 7 SB146932G (Ed. 10-19) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest N N Any persons or organizations with a controlling interest in you but only with respect to their liability arising 0 out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; N provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 2 of 7 S B 146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 3 of 7 SB146932G (Ed. 10-19) I. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract'; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage'; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. M b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or N organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily injury" or "property damage;" or (b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright, CNA All Rights Reserved. SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury — Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 5 of 7 SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability — Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: r 0 (1) rented to you: 0 (2) temporarily occupied by you with the permission of the owner, or 0 (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. N A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 6 of 7 SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury — Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation — Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 7 of 7 26,-c47,loo A� H CERTIFICATE OF LIABILITY INSURANCE/2026 DATE (MM'DDNIDD/YYYY) 5/MM 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Armada Risk Partners, LLC PNCNEO. 1300 East 9th Street 216-350-5050 FAX C No E-MAIL ADDRESS: service narmadarisk.corn Suite 1650 INSURERS AFFORDING COVERAGE NAIC # Cleveland OH 44114 INSURER A: EVANSTON INS CO 35378 INSURED THESUPE-01 INSURERS: CNA The Superlative Group, Inc. 2843 Franklin Blvd INSURER C : INSURER D: Cleveland OH 44113 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 23349544 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIDD POLICY EXP MM/DD LIMITS B X COMMERCIAL GENERAL LIABILITY Y 7013660767 5/25/2026 5/25/2027 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS -MADE � OCCUR PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO ❑ LOC JECT PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: B AUTOMOBILE LIABILITY Y 7013660767 5/25/2026 5/25/2027 COMBINED SINGLE LIMIT Ea accident $ 1 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X PeOa ci R ERZIDAMAGE $ HIRED AUTOS X AONOSWNED $ B X UMBRELLA LIAB X OCCUR 7013660655 5/25/2026 5/25/2027 EACH OCCURRENCE $ 6,000,000 AGGREGATE $ 6,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N 7013660767 5/25/2026 5/25/2027 PER STATUTE X OERH Ohio Sto Gap ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N / A E.L. DISEASE - EA EMPLOYEE $ 1,000,00o (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liability Y MKLV3PE0006001 4/25/2026 5/25/2027 Each Occ / Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space is required) 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. 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. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley, Washington 10210 East Sprague Ave. Spokane Valley, WA 99206 AUTHORIZED REPRESENTATIVE © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD CNA SB146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.a. Primary — Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured — Extended Coverage II. Liability Extension Coverages A. Bodily Injury — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability — Damage to Premises F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED — BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 1 of 7 S B 146932G (Ed. 10-19) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products - completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;" b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest N N Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: m (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these N $ premises; provided that the coverage granted to such additional insureds does not apply to structural alterations new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" as grantor of a franchise to you. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 2 of 7 SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products -completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a 'Written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 3 of 7 SB146932G (Ed. 10-19) L Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury," "property damage," or "personal and advertising injury" caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury," "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract'; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage'; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: s"Written contract" means a written contract or agreement that requires you to make a person or N organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The "bodily injury" or "property damage;" or (b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 4 of 7 SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury" to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. II. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury — Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 5 of 7 SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your "employees" for "bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -"employee" or "volunteer worker" that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability — Damage To Premises Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: 0 (1) rented to you: s (2) temporarily occupied by you with the permission of the owner, or s (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products - completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 6 of 7 SB146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury — Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. H. Waiver of Subrogation — Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 7 of 7