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HomeMy WebLinkAboutHR14-128 - Original - Prothman Company - Consultant Recruitment Services for Operations Manager - 05/23/2014 P 140 IS Records M gerneI KENT Document WASHINGTON 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: Vendor Number: 5ra soy JD Edwards Number Contract Number: uA 14 4001 at This is assigned by City Clerk's Office n Project Name: Description: ❑ Interlocal Agreement ElChange Order ❑ Amendment J Contract ❑ Other: / Contract Effective Date: _; - a ^/ Y Termination Date: Contract Renewal Notice (Days): �tl Number of days required notice for termination or renewal or amendment Contract Manager; Department:Department: -� Detail: (i.e. address, location, parcel number, tax id, etc.): S:Publlc\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 KENT WwS MINpTOn CONSULTANT SERVICES AGREEMENT between the City of Kent and Prothman Company THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Prothman Company organized under the laws of the State of Washington, located and doing business at 371 NE Gilman Blvd Suite 350, Issaquah, WA 98027 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: See Exhibit A - Prothman Proposal to provide recruitment services for the City of Kent's next Public Works Operations Manager. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Consultant shall complete the work described in Section I within 14 - 18 weeks. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed $24,000, which includes all taxes and expenses„ for the services described in this Agreement This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit B. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of CONSULTANT SERVICES AGREEMENT - 1 (Over$10,000) an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant 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. 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 Consultant 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 Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement, D. The Consultant 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 Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. 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. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor 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. Consultant 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. CONSULTANT SERVICES AGREEMENT - 2 (Over$10,000) VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant'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 Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. 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, agents and volunteers, the Consultant's liability 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 PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER In the event Consultant 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 Consultant's part, then Consultant 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 Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit C attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, I and files available to the City upon the City's request. The City's use or reuse of any of the documents, data and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. CONSULTANT SERVICES AGREEMENT - 3 (Over$10,000) XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant 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 Consultant's own risk, and Consultant 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. XIII. 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, 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 VII 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 duly authorized representative of the City and Consultant. 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 CONSULTANT SERVICES AGREEMENT - 4 (Over$10,000) 9 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 Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. City Business License Reouired. Prior to commencing the tasks described in Sectio I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. J. 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 d e entered below. CONS NT: CITY OF KENT: By: By: (sign. ure) (signature) Print Name: r e o YI Print a4aynr tte Cooke Its �lre S , d ✓k Its DATE: - 2 l - 1 DATE: 3 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Greg Prothman Lorraine Patterson Prothman Company Human Resources Director 371 NE Gilman Blvd City of Kent Suite 350 220 Fourth Avenue South Issaquah, WA 98027 Kent, WA 98032 (253) 630-9529 (telephone) (206) 368-0050 (telephone) (253) 856-6270 (facsimile) facsimile APPR ED AS O FOR ( 7 Kent Law Department (In this Geld you may enter the elearonic filepah where the contract has been save07 CONSULTANT SERVICES AGREEMENT - 5 (Over$10,000) 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 signin low, I agree Ifill the five requirements referenced above. By: For: ��i'o AA VVA 1n C u v\. Lti Title: p✓u CA �l Date: EEO COMPLIANCE DOCUMENTS - 1 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 available 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 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 that was entered into on the (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. By: For: Title. Date: EEO COMPLIANCE DOCUMENTS - 3 Exhibit A Proposal to provide recruitment services for the City of Kent's next PUBLIC WORKS OPERATIONS MANAGER KErNT W ASH IN GT ON Presented by AN www.prothman.com a -"` KENT STATEMENT OF QUALIFICATIONS ABOUTPROTNMAN Prothman Company is a northwest based consulting firm that specializes in providing national and regional executive recruitment services to cities, counties, and other governmental agencies throughout the western United States Founded in 2001, Prothman has quickly become an industry leader known and respected for outstanding customer service, quality candidate pools, and knowledge of local government. OUR EXPERTISE Recruitment Knowledge and Experience The Prothman team has conducted over 450 recruitments and interim placements. We have read and screened over 15,000 resumes, and we have personally interviewed over 5,000 semifinalist candidates We know how to read between the lines, filter the fluff, and drill down to the qualities and experiences required to be a good manager. Firsthand Knowledge of Local Government- Every Prothman team member has worked in local government. Our talented consultants have a cumulative 150 years in local government service, with expertise ranging from organization management, police and fire management, human resources, finance, public works and elected official public service. OUR PROVEN PROCESS Clients and candidates continually tell us that we have the best process and client service in the industry. The tenure of our placements is among the best in the industry because we understand that "fit" is the most important part of the process; not lust fit within the organization, but fit within the community as well. OUR GUARANTEE We are confident in our ability to recruit an experienced and qualified candidate who will be the perfect "fit" for your organization. Should the selected finalist leave the position or be terminated for cause within one year from the employment date, we will conduct a replacement search with no additional professional fee. CONTACT INFORMATION Greg Prothman. greg@prothman com 206.368.0050 work, 206 714.9499 cell Submittal Date: April 22, 2014 - ROTHMAN KENT STATEMENT OF QUALIFICATIONS - PROJECT TEAM GREG PROTHMAN - PROJECT LEAD As President of the Prothman Company, Greg offers a unique combination of 20+ years experience in various functions of government and 17 years of experience in public sector recruitment. Greg has conducted over 300 executive searches and interim placements, successfully placing city managers, police and fire chiefs, finance directors, IT managers, public works and community development directors and many other positions. He has also formed and managed startup teams for five newly incorporated cities, including the City of Spokane Valley, WA, (pop 82,000), the second largest incorporation of its kind in the U.S. Prior to forming the Prothman Company, Greg served as a police officer for the University of Washington and the City of Renton. He left police work after completing his Master in Public Administration and accepted an administrative position for the City of Des Moines, WA He was quickly promoted to Assistant City Manager and then City Manager. After nine years in Des Moines, Greg left city management to become a partner in a local executive recruitment firm A Seattle native, Greg completed his BA at Western Washington University and his Master of Public Administration degree from the University of Washington Greg is a volunteer EMT/Firefighter for the City of Snoqualmie and a member of SMR (Seattle Mountain Rescue). SONJA PROTHMAN- PROJECT SUPPORT As Vice-President of the Prothman Company, Sonja assists with recruitments and organizational assessments, and she manages the support staff and the "business" side of Prothman- Sonja is a former councilmember for the Ctty of Normandy Park and brings to Prothman the "elected official" side of city government---an invaluable perspective for understanding our clients' needs. Sonja also brings private sector expertise having worked with the Boeing Company where she was on the start-up team as lead negotiator for schedules and deliverables for the first 777 composite empennage. A Seattle native, Sonja earned a Bachelor's Degree in Communications from the University of Washington. BARRY GASKINS- PROJECT SUPPORT Barry Gaskins is responsible for candidate management. His attention to detail and understanding of timeliness to the customer and candidates is remarkable. Barry works with the lead consultant in following through with scheduling interviews, arranging candidate travel, managing candidate application packets, and assembly of candidate information to give to the client. Barry came to us from the Bill & Melinda Gates Foundation where he served as a Program Assistant for four years in the US Library Program Barry earned his Bachelor's Degree from California State University in Los Angeles. d7-RCTTHMAN KENT STATEMENT OF QUALIFICATIONS - EXPERIENCE Current Recruitments City of Bellevue, WA- Utilities Director City of Woodburn, OR - Finance Director eCityGov Alliance,WA- Executive Director City of Issaquah,WA- Deputy City Administrator City of Vancouver,WA- City Attorney Canby Fire District 6, OR - Fire Chief City of Salem, OR - HR Director City of Scappoose, OR - City Manager City of Pasco, WA- City Manager City of Hermiston, OR - City Manager EMSWCD, OR- Executive Director City of McMinville, OR - City Manager City of Mukilteo, WA-Finance Director City of Minot, ND - City Manager Basin Disposal Inc., Pasco,WA- CFO City of Snohomish, WA- Finance Director Snohomish County,WA-Executive Director Chelan County PUD, WA- Director HR Labor Safety Grays Harbor Transit, WA- General Manager East Olympia Fire District,WA- Fire Chief City of Snoqualmie, WA- Parks &Recreation Director City of Red Lodge, MT -Police Chief Camano Island Fire District -Fire Chief Past Recruitments & References City of Spokane Valley,WA- PW Director, City Attorney, Parks Director, Finance Dir. Contact- City Manager, Mike Jackson - 509.720 5200 City of Bothell, WA- PW Director, Dep. City Mgr, City Attorney, Police& Fire Chiefs Contact- City Manager, Bob Stowe -425.486 3256 City of Vancouver,WA (164,759 pop.)- HR Director, Budget Manager, Parks &Rec Dir. Contact- Dave Mercier, Deputy City Manager- 360 487.8610 City of Woodburn,OR-, HR Director, Community Development Director, City Admin. Contact-City Administrator, Scott Derickson -503.982 5228 IZOTHMAN "'KEN Recruitment Strategty Every recruitment we conduct is a national search. We have an aggressive national advertising campaign and we have the ability to mail the job announcement to every city and county administrator/manager in the US. Screening for "fit" is one of the most important elements in a recruitment What sets us apart from our competition is that we know this region... our office is in WA and we travel, ski and hike in Washington, Oregon, Idaho, and Montana The length of tenure of our placed candidates is the highest in the industry because we specialize in the northwest and we understand the qualities required for candidates to fit within our unique communities, cultures and weather! We have conducted hundreds of successful executive searches and refined our process along the way. We provide the process, but you call the shots... whether you want weekly updates or monthly updates, more meetings or less meetings we tailor every recruitment to meet your needs. We will partner with you and find you a highly qualified candidate who is the perfect "fit' for your organization, guaranteed' Availability, Communication & Sample Draft Schedule One of our first tasks will be to coordinate and commit a schedule. Then, we protect your dates on a master schedule to assure we never miss a commitment We provide you our cell numbers so you have direct access to your lead consultant and support staff and we will communicate and update you as often as you desire. Our recruitments take approximately 10-14 weeks to complete, depending on the scope and direction from the client. You can expect approximately. 2-3 weeks for stakeholder interviews and profile development & approval, 5-6 weeks for recruitment, 2-3 weeks for screening and interviewing, 2-3 weeks for coordinating final interviews DRAFT SAMPLE SCHEDULE- Bolded items denote meetings Project Review Week of April 28, 2014 Stakeholder Interviews Week of April 28,2014 Send Position Profile for review,edits,approval Week of May 5, 2014 Begin Advertising May 12, 2014 Application Closing Date June 22,2014 Prothman Screens and Interviews Top Weeks of June 23&30,2014 Candidates Work Session:to review applicants, results of Week of July 14,2014 interviews, and pick finalists Final Interviews Week of July 28,2014 �RRO?HMAN 40 KENT Recruitment Process Project Review The first step will be to review the following topics: ♦ Review the scope of work and amend as needed ♦ Review the project schedule ♦ Identify the geographic scope of the search (local, regional or national) ♦ Review the compensation package and decide if a salary survey is needed ♦ Identify key stakeholders Information Gathering and Research (Soliciting Input) We will spend as much time as it takes to learn everything we can about your organization. Our goal is to thoroughly understand the values and culture of the City of Kent, as well as the preferred qualifications you desire in your next public works operations manager We will travel to Kent and: ♦ Meet with Mayor ♦ Meet with City Administrator ♦ Meet with other stakeholders as directed ♦ Review all documents related to the position Position Profile Development (Identifying the Ideal Candidate) Once we have a firm understanding of the preferred candidate qualifications as well as the values and culture of your organization, we will develop a profile of your ideal candidate Once the Position Profile is written and approved, it will serve as the foundation for our determination of a candidate's "fit" within the organization and community Profiles include the following. ♦ A description of the ideal candidate's qualifications • Years of related experience and education required • Ideal personality traits and work habits ♦ Organization-specific information • Description of the organization, position and key responsibilities • Priorities and challenges facing the organization ♦ Community-specific information • Overview of the region • Description of the environment and quality of life details ♦ Compensation package details ♦ Information on how to apply Recruitment and Advertising Strategy (Locating Qualified Candidates) We recognize that often the best candidates are not actively looking for a new position—this is the person we want to reach and recruit. We have an aggressive recruitment strategy which involves the following. ♦ Print and Internet-based Ads placed nationally in professional publications, journals and on related websites. ♦ Direct Mail Recruitment Brochures sent directly to hundreds of highly qualified public works professionals who are not actively searching for a new position. ♦ Direct Contact Calls placed directly to public works professionals we know. ♦ Posting the Position Profile on the Prothman Website, which receives thousands of hits per month. -i'r�''RiQ77�MAN f KENT Candidate Screening (Narrowing the Field) Once the application deadline has passed, we will conduct an extensive candidate review designed to gather detailed information on the leading candidates The screening process has 4 key steps. 1) Application Review. Using the Position Profile as our guide, we will screen the candidates for qualifications based on the resumes, applications, and supplemental questions (to determine a candidate's writing skills, analytical abilities and communication style) After the initial screening, we take the yes and maybe's and complete a second screening where we take a much deeper look into the training, work history and qualifications of each candidate. 2) Personal Interviews. We will conduct in-depth videoconference or in-person interviews with the top 8 to 15 candidates During the interviews, we ask the technical questions to gage their competency, and just as importantly, we design our interviews to measure the candidate's fit within your organization. 3) Internet Publication Background Search: We conduct an internet publication search on all semi-finalist candidates prior to their interviews If we find anything out of the ordinary, we discuss this during the initial interview and bring this information to you 4) Work Session: We will prepare a detailed summary report which includes each candidate's application materials and the results of the personal interviews and publication search. We will travel to Kent and advise you of the candidates meeting the qualifications, our knowledge of them, and their strengths and weaknesses relative to fit within your organization_ We will give you our recommendations and then work with you to identify the top 4 to 6 candidates to invite to the final interviews. We will discuss the planning and design of the final interview process during this meeting Final Interview Process (Selecting the Right Candidate) ♦ Design of the Final Interviews The design of the final interviews is an integral component towards making sure that all stakeholders have the opportunity to learn as much as possible about each candidate. Elements of the design process include: • Deciding on the Structure of the Interviews We will tailor the interview process to fit your needs It may involve a using various interview panels, or just one-on-one interviews with the decision makers. • Deciding on Candidate Travel Expenses We will help you identify which expenses your organization wishes to cover. • Identifying Interview Panel Participants & Panel Facilitators We will work with you to identify the participants of different interview panels to ensure that all stakeholders identified have been represented ♦ Background Checks Prior to the final interviews, we will conduct a background check on each of the finalist candidates. Background checks include the following. • References We conduct 4-5 reference checks on each candidate. We ask each candidate to provide names of their supervisors, subordinates and peers for the last several years. From this list we will have personal conversations with the individuals who have direct knowledge of the candidate's work and management style. -AZOTNMAN Education Verification, Criminal History, Driving Record and Sex Offender Check We contract with Sterling for all driving record, education verification, criminal history, and sex offender checks. We will conduct a criminal history, driving record and sex offender check on each candidate in the states in which they have worked ♦ Candidate Travel Coordination For those candidates who will be traveling to the final interviews, we work with the candidates to organize the most cost effective travel arrangements. + Final Interview Binders We will provide Final Interview Binders. They are the tool that keeps the final interview process organized and ensures that all interviewers are "on the same page"when it comes to evaluating each candidate. ♦ Interviews with Candidates We will travel to Kent and facilitate the interviews. The interview process usually begins with a morning briefing where schedule and process will be discussed with all those involved in the interviews. Each candidate will then go through a series of one hour interview sessions, with an hour break for lunch. ♦ Panelist & Decision Makers Debrief After the interviews are complete, we will facilitate a debrief with all panel participants where the panel facilitators will report the panel's view of the strengths and weaknesses of each candidate interviewed The decision makers will also have an opportunity to ask panelists questions. ♦ Candidate Evaluation Session, After the debrief we will facilitate the evaluation process, help the decision makers come to consensus, discuss next steps, and organize any additional candidate referencing or research if needed ♦ Communicate with Candidates: We will personally call the candidates who were not chosen to be your next city manager ♦ Facilitate Employment Agreement: Once the top candidate has been selected, we wi€I offer any assistance needed in developing a letter of offer and negotiating terms of the employment agreement Warranty ♦ Repeat the Recruitment. Should a top candidate not be chosen, we will repeat the recruitment with no additional professional fee. Ritz MMAN i KENT FEE, EXPENSES& GUARANTEE Professional Fee The fee for conducting a public works operations manager recruitment with a one year guarantee is $16,500, plus expenses. The professional fee covers all Prothman consultant and staff time required to conduct the recruitment This includes all correspondence and on-site meetings with the client, writing and placing the recruitment ads, development of the candidate profile, creating and sending invitation letters, reviewing resumes, coordinating and conducting semifinalist interviews, coordinating and attending finalist interviews, coordinating candidate travel, professional reference checks on the finalist candidate and all other search related tasks required to successfully complete the recruitment Expenses Expenses vary depending on the design of the recruitment_ We work diligently to keep expenses at a minimum and keep records of all expenditures. The City of Kent will be responsible for reimbursing expenses Prothman incurs on your behalf. Expense items include but are not limited to. • Newspaper, trade journal, websites and other advertising • Direct mad announcements • Delivery expenses for Interview Binders • Final Interview Binders & printing of materials • Consultant travel - No Charge • Background checks performed by Sterling (approx $150 per candidate) • Any client-required licenses, fees or taxes • Candidate travel, If you wish, we will coordinate and forward to your organization the candidate's travel receipts for direct reimbursement to the candidate. A 3% charge will be added to all expenses which reflect City of Issaquah and State B&O tax obligations Professional fees are billed in three equal installments throughout the recruitment. Expenses are billed monthly. Guarantee Our record of success in placing highly qualified candidates provides that Prothman will guarantee with a full recruitment that if the selected finalist is terminated or resigns within one year from the employment date, we will conduct a replacement search with no additional professional fee. Cancellation You have the right to cancel the search at any time. Your only obligation would be the fees and expenses incurred prior to cancellation -�RO'T7�MAN City of Kent — Prothman Company Exhibit B Hourly Rate: $165 Expenses Expenses vary depending on the design of the recruitment. We work diligently to keep expenses at a minimum and keep records of all expenditures The City of Kent will be responsible for reimbursing expenses Prothman incurs on your behalf. Expense items include but are not limited to: ©Newspaper,trade journal,websites and other advertising 19 Direct mail announcements 0 Delivery expenses for Interview Binders ©Final Interview Binders& printing of materials ©Consultant travel- No Charge 5 Background checks performed by Sterling(approx.$150 per candidate) ©Any client-required licenses,fees or taxes IN Candidate travel: If you wish, we will coordinate and forward to your organization the candidate's travel receipts for direct reimbursement to the candidate A 3%charge will be added to all expenses which reflect City of Issaquah and State B&O tax obligations. EXHIBIT C INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The 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 the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01, The City shall be named as an Additional Insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. S. 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 $1,000,000 each occurrence, $2,000,000 general aggregate. EXHIBIT C (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant'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 Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant'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 liability. 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 Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant 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 Consultant. PROTH-1 OP ID 1NDT ,4co�zo° CERTIFICATE OF LIABILITY INSURANCE D05120ATE /2014Y) OS/20/2014 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 Naomi Takata Brown 8 Brown of WA,Inc(R8N) PHONE 206-676-8117 FAX 1501 4th Avenue,Suite 2400 ac No Eztt Seattle,WA 98101 ADDRIESS ntakata@bnbseattle.com Brown&Brown of WA INSURER(S)AFFORDING COVERAGE NAIC p INSURER A Hartford Casualty Ins Co 29424 INSURED The Greg Prothman Company INSURER B Philadelphia Indemnity Ins Co 371 NE Gilman Blvd S#350 Issaquah,WA 98027 INSURER INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER- REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS LICY EXP INSR TYPE OF INSURANCE POLICY NUMBER MMIDDYYYYY MMIDD/YYYY LIMITS LTR GENERAL LIABILITY EACH OCCURRENCE $ 2,000,00 A JX1 COMMERCIAL GENERAL LIABILITY X 52SBAVW2854 02/01/2014 02/01/2015 PREMISES Le occurrence $ 300,00 CLAIMS-MADE 1XI OCCUR MED EXP(Any one person) $ 10,00 PERSONAL&ADV INJURY $ EXCLUDE GENERAL AGGREGATE $ 4,000,00 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS COMPIOPAGG $ 4,000,00 X I POLICY 7PROT LOG $ adent) (Ea acdenq AUTOMOBILE LIABILITY COMB - LIMIT $ _2,000,00 A ANY AUTO X 52SBAVW2854 02/01/2014 02/0112015 BODILY INJURY(Per person) $ ALLOWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X NON-OWNED DAMAGE- HIRED AUTOS AUTOS (PER ACCIDENT) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE E EXCESS LIAB CLAIMS-MADE AGGREGATE $ DIED RETENTIONS $ WORKERS COMPENSATION WC STATU- I X OTH- AND EMPLOYERS LIABILITY TORY LIMITS ER A ANY PROPRI ETC R/PARTNERIEXECUTIVEY/N 52SBAVW2854 02/01/2014 02/01/2015 EL EACH ACCIDENT S 1,000,00 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) EMIR LIAB-WA STOP GAP E L DISEASE-EA EMPLOYE $ 1,000,00 If yes describe under DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT I $ 1,000,00 B PROFESSIONAL LIAB IPHSDO880725 0912612013 09/2612014 PERCLAIM 1,000,00 CLAIMS MADE FORM RETENTION $5,000 RETR 12/17/2002 AGGREGATE 1,000,00 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Kent ACCORDANCE WITH THE POLICY PROVISIONS Attn Human Resources Director 220 Fourth Avenue South AUTHORIZED REPRESENTATIVE Kent,WA 98032 ©1988-2010 ACORD CORPORATION All rights reserved ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD NOTEPAD. HOLDERCODE PROTH-1 PAGE 2 INSURED'S NAME The Greg Prothman Company OP ID- 1NDT Dale 05/2012014 City of Kent is primary additional insured, only to the extent indicated of such policy language and endorsements THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions, A If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company B If this policy is cancelled by the company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s)on file with the agent of record or the Company will be sufficient proof of notice Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives Form SS 12 23 06 11 Page 1 of 1 0 2011,The Hartford BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred, or "employees", "volunteer workers", (2) "Personal and advertising injury" any partner or member (if you are a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company) organization b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability maintenance or use of that property,and However, no person or organization is an insured (2) Until your legal representative has with respect to been appointed a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment, or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance an insured under this provision e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part your permission Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to limits of insurance a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft, or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization However Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier, and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit with the distribution or sale of the A person or organization is an additional products, insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product, person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages the vendor, or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s)or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those "bodily injury" or "property damage" arising out of "your products" which are distributed its employees or anyone else acting on its behalf However, this or sold in the regular course of the vendor's business and only if this Coverage Part exclusion does not apply to provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d) or(f), or "products-completed operations hazard" (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions undertakes to make in the usual course of business, in This insurance does not apply to- connection with the distribution (a) "Bodily injury" or "property or sale of the products damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products vendor would have in the absence of the contract or agreement, b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you, whom you lease equipment, but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally " by the vendor, personal and advertising injury" caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container, Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to of that part of the land or premises (a) "Bodily injury", "property damage" leased to you or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to municipality, or (a) Any "occurrence" which takes (b) "Bodily injury" or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard" premises, or If. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through a above, but only with behalf of such person or respect to liability for "bodily injury", organization "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations, the acts or omissions of those acting on (b) In connection with your premises your behalf owned by or rented to you, or (a) In connection with your premises; (c) In connection with "your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies such additional insured, and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard" services by or for you, including (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, Feld orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications, or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including activities Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications, or explosion (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E —Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage Premises Rented You we will pay regardless of the number of Limit is the mosstt we will pay under Business iness Liability Coverage for damages because of a Insureds, "property damage" to any one premises, while b. Claims made or"suits" brought, or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits" temporarily occupied by you with permission of 2. Aggregate Limits the owner The most we will pay for. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations b. Damages because of all other "bodily The most we will pay on behalf of a person or injury', "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision, or owned by or rented to you b. The Limits of Insurance shown in the "Location" means premises involving the Declarations same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section railroad Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit", single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit" However, this other information, paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3.above settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit", and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months In that case, the additional period will be may also apply deemed part of the last preceding period for purposes of determining the Limits of Insurance d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that ins s own GENERAL CONDITIONS cost, voluntarily make a paymentt,, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the Insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim To written contract, written agreement or the extent possible, notice should include permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" Insured's own insurance or offense took place, f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses, and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense known to b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual, against any insured, you or any additional (2) Any partner, if you or an additional insured must insured is a partnership, (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received, insured is a limited liability company, and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable manager, if you or an additional You or any additional insured must see to insured is a corporation, it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit" as soon as practicable insured is a trust, or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured mush subdivision or public entity Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured upon your representations 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure the extent of the coverage and limits of 7, Other Insurance insurance required by that law b. With respect to "mobile equipment' to a other valid and collectible insurance is which this insurance applies, we will available for loss we cover under this provide any liability, uninsured motorists, Coverage Part,, our obligations are limited as follows underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law We will provide the required limits for This insurance is primary except when b. those coverages below applies If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured, or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis all of its terms have been fully complied (1) Your Work with That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work", against an insured, but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That fire, lightning or explosion applicable limit of insurance An agreed insurance for premises rented you settlement means a settlement and release of or temporarily occupied by youu with liability signed by us, the insured and the permission of the owner, claimant or the claimant's legal representative (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented i in this policy to the first Named Insured, this w you or temporarily occupied by you with permission of the owner, insurance applies w a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured, and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit" is brought the extent not subject to Exclusion g. of 6. Representations Section A.—Coverages a (5) Property Damage To Borrowed . When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete, the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A.— representations you made to us, and Coverages Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of you covering liability for damages (1) The total amount that all such other ansing out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance, and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance, or insurance (7) When You Add Others As An We will share the remaining loss, if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part this method also Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first written agreement or permit that If any of the other insurance does not permit this insurance be primary If other contribution by equal shares, we will insurance is also primary, we will contribute by limits Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below applicable limits of insurance of all insurers (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us The insured must do insurance, this insurance is nothing after loss to impair them At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance enforce them This condition does not Paragraphs(a) and (b) do not apply to apply to Medical Expenses Coverage other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit" If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers agreement or permit that was executed prior to the injury or damage Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6 (Additional Insureds When Required their liability as grantor of franchise to you by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s) for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf equipment a. In the performance of your ongoing S. Additional Insured - Owners Or Other operations, or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured—Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization, but only of the land leased to you and shown in the with respect to liability arising out of the Declarations ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply these additional insureds, the following This insurance does not apply to additional exclusions apply (1) Any 'occurrence" that takes place This insurance does not apply to- after you cease to lease that land, or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations prerruses, or performed by or on behalf of such (2) Structural alterations, new person or organization construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision—Permits person or organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products, additional exclusions apply (f) Demonstration, installation, This insurance does not apply to servicing or repair operations, 1 "Bodily injury", "property damage" or except such operations performed ( ) Y 1 ry' P P Y 9 at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product, the state or municipality, or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations"hazard container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C.is the vendor,or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf However, this "your products" which are distributed or exclusion does not apply to sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d)or(f), or provides coverage for "bodily injury" or (ii) Such inspections, property damage" included within the "products-completed operations hazard" adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is subject to the following additional exclusions make e normally undertakes 1 g to make in the usual course of (1) This insurance does not apply to business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement, products (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized by you, WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor, Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of demonstration, testing, or the a. Their financial control of you, or substitution of parts under b Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises and then repackaged in the original container, Form SS 00 08 04 05 Page 19 of 24 a m BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance organization How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Orgamzation Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through in part, by your acts or omissions or the a. (1) Radio, acts or omissions of those acting on your (2) Television, behalf (3) Billboard, (1) In the performance of your ongoing (4) Magazine, operations for the additional i (5) Newspaper, nsured(s), or (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services, or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution "property damage" included within the However, "advertisement"does not include "products-completed operations a. The design, printed material, information hazard" or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products, or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising injury" arising out of the rendering of, or among persons through a computer network the failure to render, any professional 2• "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement" services, including 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trader or drawings and specifications, or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities equipment But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment" Premises 5. "Bodily injury" means physical WHO IS AN INSURED under Section C. is a. Injury, amended to include as an additional insured b. Sickness, or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time premises shown in the Declarations 6. "Coverage territory" means Page 20 of 24 Form SS 00 08 04 05 REQUEST FOR MAYOR'S SIGNATURE KENT Please Fill in All Applicable Boxes WA HI T. Reviewed by Director Originator's Name Dept/Div. Extension: Date Sent: - Date Required: 7 -/ Return to: , CONTRACT TERMINATION DATE: VENDOR: DATE OF COUNCIL APPROVAL: �I ATTACH THE COUNCIL MOTION SHEET FOR THE MAYOR - if applicable Brief Explanation of Document: All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) Received: RECEIVED Approval of Law Dept.. MAY 2 2 2014 I Law Dept. Comments: WENT LAW DEFT ECEIVED Eatewarded to Mayor: 5 •�4. NO) MAY 2 3 2014 Shaded Areas To Be Completed By Administration Staff CITY OF KENT Received: Recommendations and Comments: F(Ec : D OlL Disposition: �*dm . MA 2 2 Kell C/ C1 ofi K r Date Returned: offce fi the MaV 1 *��