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HomeMy WebLinkAboutIT13-095 - Original - CDW Government LLC - EMC Maintenance & Enterprise Storage - 06/12/2013 t ecords Managemen ) KENT WASHINGTON Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: CDW Government LLC. Vendor Number: 33506 JD Edwards Number Contract Number: S7r) 3-©` ?- This is assigned by City Clerk's Office Project Name: EMC Maintenance Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 4/5/2013 Termination Date: 4/4/2014 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Sean Kelsey Department: Information Technology Detail: (i.e. address, location, parcel number, tax id, etc.): This is for the purchase of annual renewal of EMC Maintenance and enterprise storage. Gvv, L I(A I>s 5•Public\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 KENT W wi Mix00+ GOODS & SERVICES AGREEMENT between the City of Kent and CDW Government LLC THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and CDW Government LLC (hereinafter the "Vendor") organized under the laws of the State of Illinois, located and doing business at 230 N. Milwaukee Ave. Vernon Hills IL 60061 (866) 673-1446, Tara K. Barbieri. AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: See Exhibit "A" Attached Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by 6/30/2013. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $65,209, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated In this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Annual Renewal April 5, 2013 - April 4, 2014 GOODS & SERVICES AGREEMENT - 1 (Over$10,000.00, including WSST) If the City objects to all or any portion of an invoice, It shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will Immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor Is unable, for any reason, to complete any part of this Agreement, the City's sole remedy is to cancel the order and return all goods shipped, and Vendor will immediately reimburse the City for all amounts previously paid by the City for the returned goods or rejected services, without regard to reasonable wear and tear.. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties Intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of Its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor Is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. GOODS &SERVICES AGREEMENT - 2 (Over $10,000.00, including WSST) V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. if the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. if the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, Including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim Is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the Information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; GOODS &SERVICES AGREEMENT - 3 (Over $10,000.00, including WSST) 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and S. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures In this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, Interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor will assign the manufacturer's warranty to the customer; if the manufacturer will not consent to the assignment, Vendor shall warrant the product or service to the same extent as the original warranty first provided by the manufacturer. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. GOODS &SERVICES AGREEMENT - 4 (Over$10,000,00, including WSST) Xi. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all third-party claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of Indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION, THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions o f this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and In the amounts described in Exhibit "B" attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK, Vendor shall take all necessary precautions and shall be responsible for the safety of Its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain In full force and effect. C. Resolution of Disputes and Governing Law, This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, GOODS & SERVICES AGREEMENT - 5 (Over $10,000,00, mdudmg WSST) King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duty authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. GOODS &SERVICES AGREEMENT - 6 (Over$10,000.00, including W5ST) VENDOR: CDW Government LLC CITY OF KENT: By: 'e (6h� By: ignature) (signature) Print Name: Tara ( Barbieri Pr Na S zette Cooke Its Director, Program Sales It Mavor (title) DATE: June 5, 2013 DATE: f NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Tara K. Barbieri Sean Kelsey CDW Government LLC City of Kent 230 N Milwaukee Ave. 220 Fourth Avenue South Vernon Hills IL, 60061 Kent, WA 98032 (866) 673-1446 (telephone) (253) 856-4611 (telephone) (847) 990-8058 (facsimile) (253) 856-4700 (facsimile) APP OVED AS TO FORM: Kent Law Department P\Civil\Files\Open Files\0073-rr General\City Of Kent EMC Maintenance 0513 BSS V 3 Docx n N n GOODS & SERVICES AGREEMENT - 7 (Over $10,000.00, including WSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this 5th day of June r 20 13 , By: Tara K Barbieri For: CDW Government LLC Title: Director, Program Sales Date: June 5, 2013 EEO COMPLIANCE DOCUMENTS - 1 of 3 I CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement avallable minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered In breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as CDW Government LLC that was entered into on the June 5 2013 (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this 5th day of June 2013 4 By: — Tara K Barbieri For: CDW Government LLC Title: Director, Program Sales Date: June 5, 2013 Reviewed BY - "-L�_ EEO COMPLIANCE DOCUMENTS - 3 of 3 quote ro ON of Kurt,Wa OLwzaailoum De Fh WCW4 C.wd Chrb BeaGo KOYlax faRY aww a xean darn fwcM 1w w •werw ix4 Wmlx 61Y eMea we FVI W q/nK IVIwItIwl XO RYY4w1 e AC uc1IMY.le wlo Mew. 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Mr > uevw eIu r nuwnO•m nwf e ul ao op•r eerrw eUe•r GROW fob? o WANAa 1 EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor and its subcontractors, agents and representatives 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 the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below; 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. 2. Commercial General Uabliity Insurance shall cover ilabiilty arising from premises, operations, independent contractors, products-completed operations, personal Injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall provide for a Per Project Aggregate limit. The City shall be included as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. EXHIBITS (Continued ) C. Other Insurance Provisions The Commercial General Liability insurance shall contain the following provisions: 1. The Contractor's insurance coverage shall be primary Insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The City of Kent shall be Included as an additional Insured on a blanket endorsement bans as respects work performed by or on behalf of the contractor and the additional insured language must be stated on the Certificate of Insurance. In the event of a claim/lawsuit, the City reserves the right to receive a certified copy of all relevant sections of the required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's Lability. D. Acceptability of Insurers Insurance Is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Contractor shall furnish the City with originalcertificates with the blanket additional insured endorsement for the general liability, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. G. Certificate of Insurance Cancellation Clause Should any of the policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions. CDWLLC ,4co CERTIFICATE OF LIABILITY INSURANCE DATE(MMDDYYYV) 6/5/2013 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 Commercial Lines-(617)330-1005 PHONE EU, (800)225-8504 FAX Ns, ac No Wells Fargo Insurance Services USA,Inc E-MAIL ADDRESS 699 Boylston St,I Floor INSURERS AFFORDING COVERAGE NAIL M Boston,MA 02116 INSURER A Travelers Property Casualty Co of America 25674 INSURED INSURER B Charter Oak Fire Insurance Co 25615 CDW Govemmerd LLC INSURER C New Hampshire Insurance Co 23841 230 North Milwaukee Avenue INSURER D INSURER E Vernon Hills,IL 60061 INSURER F COVERAGES CERTIFICATE NUMBER 6154164 REVISION NUMBER. See below 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 ILTR TYPE OF INSURANCE A L SUB POLICY EFF POLICY EXP LIMITS POLICY NUMBER MMIDDNYYY MM/DDIYYYY A GENERAL LIABILITY 6600252P993 10/01/2012 10,01/2013 EACH OCCURRENCE $ 1000000 DAMAGE TO RENTED X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $ 1 000 000 CLAIMS-MADE lil OCCUR MED EXP(Any one pe-son) $ 10 000 PERSONAL&ADV INJURY $ 1,000000 GENERAL AGGREGATE S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMPIOP AGG $ 2000000 POLICY X I PRO 7 LOG $ B AUTOMOBILE LIABILITY Domestic Auto 10/01/2012 10/01/2013 COMBINED SINGLE LIMIT 1,000000 Ea accident X ANY AUTO -BA0239PIOA BODILY INJURY(Per person $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS N AUTOS Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTIONS $ WORKERS COMPENSATION X WC STATU- OTH- C AND EMPLOYERS'LIABILITY YIN 086476351 (AOS) 10/01/2012 10/01/2013 Y_ `. ANY PROPRIETOR/PARTNERIEXECUTIVE E L EACH ACCIDENT $ 1,000,000 OFFICER.TIEMBEREXCLUDED a NIA 086476352 10/01/2012 10/01/2013 IMandatory In NH) E L DISEASE-EA EMPLOYE $ 1 coo DOD "r describe under (MA,ND,OH,WA,WI,WY) 000,000 DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Romarm Schedule,if mom space is required) The certificate holder Is Included as additional insured,as respects General Liability per form#CGD4170708 Coverage Shall be primary and non-contributory as required by written contract CERTIFICATE HOLDER CANCELLATION City Of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 Fourth Avenue South THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS Kent,WA 98032 AUTHORIZED REPRESENTATIVE / "4,4 The ACORD name and logo are registered marks of ACORD ©1988-2010 ACORD CORPORATION. All rights reserved ACORD 25(2010105) CDW GovernmeY C 6600252P993 10/01l2012 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement The following listing is a general cover- age description only Limitations and exclusions may apply to these coverages Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Reasonable Force Property Damage — Exception J. Blanket Additional Insured — Lessors Of Leased To Expected Or Intended Injury Exclusion Equipment B. Non-Owned Watercraft Less Than 75 Feet K. Blanket Additional Insured — Persons Or Organi- C. Aircraft Chartered With Pilot zations For Your Ongoing Operations As Re- quired By Written Contract Or Agreement D. Damage To Premises Rented To You L. Blanket Additional Insured—Broad Form Vendors E. Increased Supplementary Payments M. Who Is An Insured—Unnamed Subsidiaries F. Who Is An Insured — Employees And Volunteer N. Who Is An Insured — Liability For Conduct Of Un- Workers—First Aid named Partnerships Or Joint Ventures G Who Is An Insured — Employees — Supervisory O. Contractual Liability— Railroads Positions H. Who Is An Insured — Newly Acquired Or Formed P. Knowledge And Notice Of Occurrence Or Offense Organizations Q. Unintentional Omission I. Blanket Additional Insured — Owners, Managers R. Blanket Waiver Of Subrogation Or Lessors Of Premises PROVISIONS of SECTION I — COVERAGES — COVERAGE A A. REASONABLE FORCE PROPERTY DAMAGE— BODILY INJURY AND PROPERTY DAMAGE EXCEPTION TO EXPECTED OR INTENDED IN- LIABILITY. JURY EXCLUSION (2) A watercraft you do not own that is s The following replaces Exclusion a., Expected Or (a) Less than 75 feet long, and Intended Injury, in Paragraph 2., of SECTION I— (b) Not being used to carry any person or COVERAGES — COVERAGE A BODILY IN- property for a charge JURY AND PROPERTY DAMAGE LIABILITY C. AIRCRAFT CHARTERED WITH PILOT a. Expected Or Intended Injury Or Damage The following is added to Exclusion g., Aircraft, "Bodily injury" or"property damage" expected Auto Or Watercraft,in Paragraph 2.of SECTION or intended from the standpoint of the in- I — COVERAGES — COVERAGE A BODILY IN- sured This exclusion does not apply to"bod- JURY AND PROPERTY DAMAGE LIABILITY ily injury" or"property damage" resulting from This exclusion does not apply to an aircraft that the use of reasonable force to protect any person or property. is B. NON-OWNED WATERCRAFT LESS THAN 75 (a) Chartered with a pilot to any insured; FEET (b) Not owned by any insured; and The following replaces Paragraph(2) of Exclusion (c) Not being used to carry any person or prop- g., Aircraft, Auto Or Watercraft, in Paragraph 2. erty for a charge. CG D4 17 07 08 ®2008 The Travelers Companies,Inc Page 1 of 6 Includes the copyrighted material of Insurance Services Office,Inc with its permission 1 COMMERCIAL GENERAL LIABILITY D. DAMAGE TO PREMISES RENTED TO YOU 5. The following is added to the DEFINITIONS 1. The first paragraph of the exceptions in Ex- Section. clusion j., Damage To Property, in Para- "Premises damage" means "property dam- graph 2. of SECTION I — COVERAGES — age"to COVERAGE A BODILY INJURY AND a. Any premises while rented to you or tem- PROPERTY DAMAGE LIABILITY is deleted. porarily occupied by you with permission 2. The following replaces the last paragraph of of the owner, or Paragraph 2., Exclusions, of SECTION I — b. The contents of any premises while such COVERAGES - COVERAGE A BODILY IN- premises is rented to you, if you rent such JURY AND PROPERTY DAMAGE LIABIL- premises for a period of seven or fewer ITY: consecutive days Exclusions c., g. and h., and Paragraphs (1), 6. The following replaces Paragraph 4.b.(1)(b) (3) and (4) of Exclusion j., do not apply to of SECTION IV— COMMERCIAL GENERAL "premises damage" Exclusion f(1)(a) does LIABILITY CONDITIONS: not apply to "premises damage" caused by fire unless Exclusion f. of Section I — Cover- (b) That is Insurance for"premises damage", age A — Bodily Injury And Property Damage or Liability is replaced by another endorsement 7. Paragraph 4.b.(1)(c) of SECTION IV — to this Coverage Part that has Exclusion —All COMMERCIAL GENERAL LIABILITY CON- Pollution Injury Or Damage or Total Pollution DITIONS is deleted Exclusion in its title A separate limit of insur- E. INCREASED SUPPLEMENTARY PAYMENTS ance applies to "premises damage" as de- scribed in Paragraph 6. of Section III —Limits 1. The following replaces Paragraph 1.b. of Of Insurance SUPPLEMENTARY PAYMENTS — COVER- AGES A AND B of SECTION I — COVER- 3. The following replaces Paragraph 6. of SEC- AGES TION III—LIMITS OF INSURANCE b 6. Subject to S. above, the Damage To Up to $2,500 for cost of bail bonds law Premises Rented To You Limit is the q because of accidents traffic law most we will pay under Coverage A for violations lations arising out of the u use any damages because of"premises damage" vehicle to which the Bodily Injury Liability to any one premises Coverage applies We do not have to fur- nish these bonds The Damage To Premises Rented To 2, The following replaces Paragraph 1.d. of You Limit will be SUPPLEMENTARY PAYMENTS — COVER- a. The amount shown for the Damage AGES A AND B of SECTION I — COVER- To Premises Rented To You Limit on AGES' the Declarations of this Coverage d. All reasonable expenses incurred by the Part, or insured at our request to assist us in the b. $100,000 if no amount is shown for investigation or defense of the claim or the Damage To Premises Rented To "suit", including actual loss of earnings up You Limit on the Declarations of this to $500 a day because of time off from Coverage Part work 4. The following replaces Paragraph a. of the F. WHO IS AN INSURED — EMPLOYEES AND definition of"insured contract" in the DEFINI- VOLUNTEER WORKERS—FIRST AID TIONS Section 1. The following is added to the definition of"oc- a. A contract for a lease of premises How- currence" in the DEFINITIONS Section ever, that portion of the contract for a Unless you are in the business or occupation lease of premises that indemnifies any of providing professional health care services, person or organization for "premises "occurrence" also means an act or omission damage"is not an"insured contract", committed by any of your "employees" or I "volunteer workers", other than an employed Page 2 of 6 0 2008 The Travelers Companies,Inc CG D4 17 07 08 Includes the copyrighted malenal of Insurance Services Office,Inc with its permission COMMERCIAL GENERAL LIABILITY or volunteer doctor, in providing or fading to or in which you maintain the majority provide first aid or"Good Samaritan services" ownership interest, will qualify as a to a person Named Insured if there is no other insur- 2. The following is added to Paragraph 2.a.(1) of ance which provides similar coverage to SECTION II—WHO IS AN INSURED: that organization. However Unless you are in the business or occupation a. Coverage under this provision is af- of providing professional health care services, forded only. Paragraphs (1 )(a), (b), (c) and (d) above do (1) Until the 180th day after you ac- not apply to "bodily injury" arising out of pro- quire or form the organization or viding or falling to provide first aid or "Good the end of the policy period, Samaritan services" by any of your "employ- whichever is earlier, if you do not ees" or "volunteer workers", other than an report such organization in writing employed or volunteer doctor Any of your to us within 180 days after you "employees" or"volunteer workers" providing acquire or form it, or or failing to provide first aid or"Good Saman- (2) Until the end of the policy period, tan services" during their work hours for you when that date is later than 180 will be deemed to be acting within the scope days after you acquire or form of their employment by you or performing du- such organization, if you report ties related to the conduct of your business such organization in writing to us 3. The following is added to Paragraph 5. of within 180 days after you acquire SECTION III—LIMITS OF INSURANCE, or form it, and we agree in writing For the purposes of determining the applica- that it will continue to be a ble Each Occurrence Limit, all related acts or Named Insured until the end of omissions committed by any of your"employ- the policy period; ees" or "volunteer workers" in providing or b. Coverage A does not apply to "bodily failing to provide first aid or"Good Samaritan injury" or "property damage" that oc- services"to any one person will be deemed to curred before you acquired or formed be one"occurrence" the organization, and 4. The following is added to the DEFINITIONS c. Coverage B does not apply to "per- Section, sonal injury" or "advertising injury" "Good Samaritan services" means any emer- arising out of an offense committed gency medical services for which no compen- before you acquired or formed the sation is demanded or received. organization G. WHO IS AN INSURED — EMPLOYEES — SU- 1. BLANKET ADDITIONAL INSURED —OWNERS, PERVISORY POSITIONS MANAGERS OR LESSORS OF PREMISES The following is added to Paragraph 2.a.(1) of The following is added to SECTION II —WHO IS SECTION II—WHO IS AN INSURED. AN INSURED Paragraphs (1)(a), (b) and (c) above do not apply Any person or organization that is a premises to "bodily injury" or "personal injury' to a co- owner, manager or lessor is an insured, but only "employee" in the course of the co-"employee's" with respect to liability arising out of the owner- employment by you arising out of work by any of ship, maintenance or use of that part of any prem- your "employees" who hold a supervisory posi- ises leased to you. tion. The insurance provided to such premises owner, H. WHO IS AN INSURED — NEWLY ACQUIRED manager or lessor does not apply to OR FORMED ORGANIZATIONS a. Any "bodily injury" or "property damage" The following replaces Paragraph 4. of SECTION caused by an "occurrence" that takes place, II—WHO IS AN INSURED or "personal injury" or "advertising injury" caused by an offense that is committed, after 4. Any organization you newly acquire or you cease to be a tenant in that premises, or form, other than a partnership or joint venture, of which you are the sole owner CG D4 17 07 08 02008 The Travelers Companies,Inc Page 3 of 6 Includes the copyrighted material of Insurance Services Office,Inc.Meth its permission COMMERCIAL GENERAL LIABILITY b. Structural alterations, new construction or Any person or organization that is a vendor and demolition operations performed by or on be- that you have agreed in a written contract or half of such premises owner, manager or les- agreement to include as an additional insured on sor this Coverage Part is an insured, but only with re- J. BLANKET ADDITIONAL INSURED—LESSORS spect to liability for "bodily injury" or "property OF LEASED EQUIPMENT damage"that: The following is added to SECTION II —WHO IS a. Is caused by an "occurrence"that takes place AN INSURED. after you have signed and executed that con- Any person or organization that is an equipment tract or agreement, and lessor is an insured, but only with respect to liabil- b. Arises out of "your products" which are dis- ity for "bodily injury", "property damage", "per- tributed or sold in the regular course of such sonal injury" or "advertising injury" caused, in vendor's business whole or in part, by your acts or omissions in the The insurance provided to such vendor is subject maintenance, operation or use by you of equip- to the following provisions. ment leased to you by such equipment lessor a. The limits of insurance provided to such ven- The insurance provided to such equipment lessor dor will be the limits which you agreed to pro- does not apply to any "bodily injury" or "property vide in the written contract or agreement, or damage" caused by an "occurrence" that takes the limits shown in the Declarations, which- place, or "personal injury" or "advertising injury" ever are less. caused by an offense that is committed, after the b. The insurance provided to such vendor does equipment lease expires. not apply to K. BLANKET ADDITIONAL INSURED—PERSONS (1) Any express warranty not authorized by OR ORGANIZATIONS FOR YOUR ONGOING you, OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT (2) Any change in "your products" made by The following is added to SECTION 11 —WHO IS such vendor; AN INSURED: (3) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, Any person or organization that Is not otherwise / an insured under this Coverage Part and that you testing, or the substitution of parts under f reed m a written contract or agreement to instructions from the manufacturer, and have agreed g then repackaged in the original container, include as an additional insured on this Coverage Part is an insured, but only with respect to liability (4) Any failure to make such inspections, ad- for"bodily injury"or"property damage"that: justments, tests or servicing as vendors agree to perform or normally undertake to a. Is caused by an"occurrence"that takes place perform In the regular course t business, after you have signed and executed that con- in connection with the distribution or sale tract or agreement, and of"your products", b. Is caused, in whole or in part, by your acts or (g) Demonstration, installation, servicing or omissions in the performance of your ongoing repair operations, except such operations operations to which that contract or agree- performed at such vendor's premises in ment applies or the acts or omissions of any connection with the sale of "your prod- person or organization performing such op- ucts", or erations on your behalf (6) "Your products" which after distribution The limits of insurance provided to such insured or sale by you, have been labeled or re- will be the limits which you agreed to provide in labeled or used as a container, part or in- the written contract or agreement, or the limits gredient of any other thing or substance shown in the Declarations, whichever are less by or on behalf of such vendor L. BLANKET ADDITIONAL INSURED — BROAD Coverage under this provision does not apply to. FORM VENDORS a. Any person or organization from whom you The following is added to SECTION II —WHO IS have acquired "your products", or any ingre- AN INSURED. Page 4 of 6 C 2008 The Travelers Companies,Inc CG D4 17 07 08 Includes the copyrighted material of Insurance Services Office,Inc.with its permission, COMMERCIAL GENERAL LIABILITY dient, part or container entering into, accom- P. KNOWLEDGE AND NOTICE OF OCCUR- panying or containing such products, or RENCE OR OFFENSE b. Any vendor for which coverage as an addi- The following is added to Paragraph 2., Duties In tional insured specifically is scheduled by en- The Event of Occurrence, Offense, Claim or dorsement. Suit, of SECTION IV — COMMERCIAL GEN- M. WHO IS AN INSURED — UNNAMED SUBSIDI- ERAL LIABILITY CONDITIONS ARIES e. The following provisions apply to Paragraph The following is added to SECTION 11 —WHO IS a. above, but only for the purposes of the in- AN INSURED surance provided under this Coverage Part to you or any Insured listed in Paragraph 1.or 2. Any of your subsidiaries, other than a partnership of Section 11—Who is An Insured or joint venture, that is not shown as a Named In- sured in the Declarations is a Named Insured if: (1) Notice to us of such "occurrence" or of- fense must be given as soon as practica- a. You maintain an ownership Interest of more ble only after the "occurrence" or offense than 50% in such subsidiary on the first day is known to you (if you are an individual), of the policy period, and any of your partners or members who is b. Such subsidiary is not an insured under simi- an individual (if you are a partnership or lar other insurance joint venture), any of your managers who No such subsidiary is an insured for"bodily injury" is an individual (if you are a limited liability or "property damage" that occurred, or "personal company), any of your trustees who is an injury" or "advertising injury" caused by an of- individual (if you are a trust), any of your fense committed "executive officers" or directors (if you are an organization other than a partnership, a. Before you maintained an ownership interest of more than 50% in such subsidiary, or joint venture, limited liability company or trust) or any employee' authorized by b. After the date, if any, during the policy period you to give notice of an "occurrence" or that you no longer maintain an ownership in- offense terest of more than 50% in such subsidiary 2( ) If you are a partnership,joint venture, lim- N. WHO IS AN INSURED — LIABILITY FOR CON- ited liability company or trust, and none of DUCT OF UNNAMED PARTNERSHIPS OR your partners, joint venture members, JOINT VENTURES managers or trustees are individuals, no- The following replaces the last paragraph of tice to us of such "occurrence" or offense SECTION 11—WHO IS AN INSURED must be given as soon as practicable only after the"occurrence" or offense is known No person or organization is an insured with re- by: spect to the conduct of any current or past part- nership or joint venture that is not shown as a (a) Any individual who is Named Insured in the Declarations This para- (1) A partner or member of any part- graph does not apply to any such partnership or nership or joint venture, joint venture that otherwise qualifies as an in- (11) A manager of any limited liability sured under Section 11—Who Is An Insured. company, O. CONTRACTUAL LIABILITY—RAILROADS (111)A trustee of any trust; or 1. The following replaces Paragraph c. of the (Iv)An executive officer or director of definition of 'insured contracV in the DEFINI- any other organization, TIONS Section, that is your partner, joint venture c. Any easement or license agreement; member, manager or trustee, or 2. Paragraph f.(1) of the definition of "insured (b) Any "employee" authorized by such contract' in the DEFINITIONS Section is de- partnership, joint venture, limited li- leted ability company, trust or other organi- zation to give notice of an 'occur- rence" or offense. CG D4 17 07 08 O 2008 The Travelers Companies, Inc Page 5 of 6 Includes the copyrighted material of Insurance Services Office,Inc with its permission COMMERCIAL GENERAL LIABILITY (3) Notice to us of such "occurrence" or of- The unintentional omission of, or unintentional fense will be deemed to be given as soon error In, any Information provided by you which as practicable If it is given In good faith as we relied upon in Issuing this policy will not pretu- soon as practicable to your workers' dice your rights under this Insurance However, compensation Insurer This applies only if this provision does not affect our right to collect you subsequently give notice to us of the additional premium or to exercise our rights of "occurrence" or offense as soon as prac- cancellation or nonrenewal in accordance with ticable after any of the persons described applicable insurance laws or regulations. in Paragraphs e. (1) or (2) above discov- R. BLANKET WAIVER OF SUBROGATION ers that the "occurrence" or offense may result in sums to which the insurance The following is added to Paragraph 8., Transfer provided under this Coverage Part may Of Rights Of Recovery Against Others To Us, apply of SECTION IV — COMMERCIAL GENERAL LI- However, rf this policy Includes an endorse— ment that provides limited coverage for "bod- If the insured has agreed in a contract or agree- ily injury" or "property damage" or pollution ment to waive that insured's right of recovery costs arising out of a discharge, release or against any person or organization, we waive our escape of "pollutants" which contains a re- right of recovery against such person or organiza- qulrement that the discharge, release or es- tlon, but only for payments we make because of. cape of "pollutants" must be reported to us a. "Bodily injury" or "property damage" caused within a specific number of days after its by an"occurrence"that takes place, or abrupt commencement, this Paragraph e. b. "Personal injury' or "advertising injury" does not affect that requirement caused by an offense that is committed, Q. UNINTENTIONAL OMISSION subsequent to the execution of the contract or The following is added to Paragraph 6., Repre- agreement sentations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: a Page 6 of 6 6 2008 The Travelers Companies,Inc CG D4 17 07 08 Includes the copyrighted material of Insurance Services office,Inc with Ms permission t